International law firm Berwin Leighton Paisner (BLP) has successfully advised a group of vendors which included Yoma Strategic Holdings Ltd and First Myanmar Investment Company Limited on a reorganisation, spin-off and listing of their tourism-related assets under the Memories Group on the Singapore stock exchange, through the reverse takeover of Catalist-listed SHC Capital Asia Limited (SHC).

BLP, in its role as international counsel, advised on pre-listing funding and consolidation of ownership interests, assisting with restructuring of the assets prior to listing, and liaising with authorities in Myanmar in relation to such reorganisation. The sale and purchase agreement with SHC was signed and announced on 24 October 2016 and the reverse takeover was completed on 26 December 2017.

The Memories Group is only the sixth company with sole operations in Myanmar to be listed on a major overseas exchange and the transaction created the first Singapore-listed, Myanmar-focused tourism company. Upon commencement of trading on the Singapore stock exchange on 5 January 2018, the Memories Group had a market capitalisation of about S$88 million.

The Memories Group brings together an impressive range of tourism-related assets with businesses spanning three segments (namely the experiences segment, services segment and hotels segment) under an “Integrated Tourism Platform”. Currently the Memories Group is the largest hot air balloon operator in Myanmar. The Memories Group also provides an all-round luxury experience to customers and offers comprehensive tourism related services within Myanmar.

Manoj Purush, Corporate Partner, Berwin Leighton Paisner, said: “This is one of the very few successful overseas flotations of a company with sole business operations in Myanmar. This transaction once again demonstrates that BLP continues to be involved in unique first-to-market Myanmar transactions.”

“Throughout the process, which took over a year, we worked closely with the client's talented in-house legal team to manage, restructure and overcome numerous legal and regulatory hurdles. As Myanmar’s economy continues to develop and a more sophisticated foreign investment regime comes into play, transactions such as these will give foreign investors and private equity players further confidence to invest in the country.”