Asia Strategic Holdings: Update on Convertible Note & Trading Update

Asia Strategic Holdings Limited

04 November 2026

 

The information contained within this announcement is deemed to constitute inside information as stipulated under Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

4 November 2026

Asia Strategic Holdings Ltd.

("ASIA", the "Group" or the "Company")

Update on the Convertible Note Programme

and

Trading update

Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and operator of consumer businesses located in Vietnam and Myanmar, is pleased to announce the following updates to the convertible note programme originally announced on 4 November 2021 and amended on 25 November 2024 (the "Convertible Note Programme"), and a trading update.

 The updates are as follows:

• an extension to the maturity of US$4,150,000 Zero-Coupon Convertible Notes, including US$3,150,000 held by MACAN Pte. Ltd (“MACAN”), has been agreed from 30 October 2026 to 31 October 2029; and

• the conversion of US$3,105,000 Zero-Coupon Convertible Notes (the “Zero-Coupon Convertible Notes”) including US$1,350,000 held by MACAN (the “Conversion”), is expected to occur today at the floor conversion price of US$11.53 per share, resulting in the issuance of 269,297 new ordinary shares in the Company (the “Conversion Shares”), following which the Company shall have 3,291,217 ordinary shares in issue.

The Convertible Note Programme was implemented to provide the Company with flexibility should it wish to raise further capital to take advantage of new investment opportunities which may arise.

MACAN, the Company's largest shareholder, subscribed for US$3.5 million Zero-Coupon Convertible Notes in November 2021 and agreed to subscribe for an additional amount of US$1.0 million of Zero-Coupon Convertible Notes in October 2024. Following the extension and partial conversion described above, MACAN will continue to hold US$3,150,000 Zero-Coupon Convertible Notes maturing on 31 October 2029.

Furthermore, MACAN continues to hold a US$4.5 million loan facility bearing a 6% interest expiring on 31 December 2027, of which US$3.8 million has been drawn as at the date of this announcement.

MACAN is the Company’s largest shareholder and currently owns 960,000 ordinary shares in Asia Strategic, representing 31.8% of the Group’s current issued share capital. Enrico Cesenni, CEO of Asia Strategic, holds 35.1% of the voting rights of MACAN and 2.0% of the voting rights of the Company. Following the issue of the Conversion Shares, MACAN would hold 1,077,086 ordinary shares in Asia Strategic representing 32.7% of the Group’s enlarged issued share capital.

Enrico Cesenni (CEO of Asia Strategic) is a significant shareholder and director of MACAN, and the Company considers that the amendments to the convertible note with MACAN as detailed above are material related party transactions as detailed under DTR 7.3.6. The Company’s independent directors consider that the terms of the amendments to the convertible note are fair and reasonable and in the best interests of the Company and its shareholders.

Following the issue of the Conversion Shares, an application will be made for the Conversion Shares to be admitted to trading on the main market of the London Stock Exchange (“Admission”).

A further announcement will be made regarding the issue of the Conversion Shares and Admission.

Trading update

Following the release of the Company's interim results for the six months ended 31 March 2026 on 9 June 2026, the Board of the Company confirms that trading across the Group has continued in line with management's expectations.

For more information, please visit https://asia-strategic.com/ or contact:

Notes to editors

Asia Strategic Holdings Ltd. (LSE: ASIA) is an independent developer and operator of consumer businesses focused on Education and Services in Emerging Asia, specifically Vietnam and Myanmar.

Education Division: The Group operates a diverse portfolio of education brands, encompassing English language learning, coding, K-12, and tertiary education. As of 31 March 2026, the Education division consisted of 37 schools, serving over 10,970 students.

Services Division: The Group operates two brands: (i) EXERA, an integrated risk and facilities management services provider in Myanmar and Vietnam; and (ii) Ostello Bello, a boutique hostel chain. As of 31 March 2026, EXERA employed ca. 2,280 service personnel (comprising primarily of security officers and IFM staff) across ca. 280 sites.

Asia Strategic Holdings utilises an asset-light strategy to scale its operations and capitalises on emerging opportunities in Vietnam and Myanmar.

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