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Article

30 Jun 2022

Author:
Kirin Holdings

Myanmar: Kirin to transfer all shares of allegedly military-linked beer subsidiary, prioritising quick termination of joint venture

" (Progress of disclosed matters) Basic Agreement on Myanmar Brewery Limited Share Transfer " 30 June 2022

Kirin Holdings Company, Limited (Kirin Holdings) has reached an agreement with Myanma Economic Holdings Public Company Limited (MEHPCL), a joint venture partner of its consolidated subsidiary Myanmar Brewery Limited (MBL), to transfer all shares of MBL held by Kirin Holdings Singapore Pte (KHSPL) a subsidiary of Kirin Holdings. Upon agreement, KHSPL will transfer all shares of MBL held by KHSPL to MBL in a share buyback transaction. MBL’s Board of Directors has passed a formal resolution approving the main terms of the purchase.

  1. Reason and Method of Share Transfer

As announced in the “Withdrawal from the Myanmar Business,” dated 14 February 2022, Kirin Holdings announced that since February 2021 it has been considering all options to terminate the joint venture. After determining that it would be difficult to terminate the joint venture in its preferred manner, Kirin Holdings has been in discussions with MEHPCL since February 2022 regarding its plan to withdraw from the Myanmar business altogether.

As for the withdrawal method, after comprehensively assessing the current situation, Kirin Holdings has decided on transferring the shares to MBL in a share buyback transaction.

Kirin Holdings has considered three possible methods for terminating and withdrawing from the joint venture: transfer of shares to a third party, liquidation of MBL, and transfer of shares to MBL in a share buyback transaction; with quickly terminating the joint venture as the top priority while taking into consideration the impact on the lives of local employees, business partners, and others.

First, a transfer of shares to a third party would require MEHPCL's approval for the transferee under the joint venture agreement as well as the approval of the Myanmar government authorities under local laws and regulations. Kirin Holdings has been considering potential transferees but has determined that the lengthy process and careful judgment required to select an appropriate transferee for approval by MEHPCL would be at odds with Kirin Holdings’ goal of terminating the joint venture at the earliest possible date.

Next, Kirin Holdings determined that the liquidation of MBL should be avoided because the loss of the MBL business due to liquidation would have a tremendous impact on local employees, business partners, and others in the local Myanmar communities.

Under these circumstances, Kirin Holdings has decided on a share transfer to MBL in a share buyback transaction to quickly terminate the joint venture, while taking into consideration the impact on local employees, business partners, and others in the local Myanmar communities.

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Part of the following timelines

Myanmar: Kirin's subsidiaries allegedly maintain business ties with Myanmar's military; company responds

Myanmar: Justice For Myanmar says Kirin Holdings’ exit “irresponsible” for placing military conglomerate in control of their joint venture; incl. co. response