Memories Group Limited

For Information only

Memories Group Limited ("Memories Group" or the "Company") is doing a compliance placement of up to 50m new shares at $0.25 per share. The offer is expected to close on 3 Jan 2018 and starts trading on 5 Jan 2018. This is a reverse take-over ("RTO") of SHC Capital Asia Limited, hence there is no public offering. Even though the business of Memories Group is easy and simple to understand. I have to say that evaluating a RTO is more challenging than a usual IPO as RTO process is more complex. It involves consolidating the old shares, issuing new shares for the businesses to be acquired and then placing out the compliance shares. You can find a copy of the offering information statement ("OIS") here. 

The compliance placement is to ensure compliance with listing rules to ensure at least 15% of the shares are held in the hands of at least 200 shareholders.  Based on the enlarged number of shares of 401,708,863 shares and the placement price of $0.25, the implied market cap of the Company post RTO will be $100.427m. 

Principal Business

The Company is the fist Myanmar-based tourism company with a unique Integrated Tourism Platform to be listed on Singapore Exchange and Memories Group intend to develop tourism destinations and acquire new tourism-related businesses upon listing.

There are 3 business segments:

1. Experiences segment - consists of Balloons over Bagan that operates hot air balloon flights in Bagan and Inle Lake regions and the Bagan Land. (see picture above). This is one of Myanmar's most iconic tourist attractions
2. Services segment - destination management business branded under Asia Holidays Travel & Tours offering customised tours, unique excursions, activities and cultural experiences
3. Hotels segment - consists of Hpa-an Lodge, a luxury 19-room boutique hotel located in the foothill of Mount Zwekabin and Pun Hlaing Lodge, a 46 room urban resort located within Pun Hlaing Estate and still under development. The Pun Hlaing Lodge is expected to be completed by FY2019

The 3 segments operate under one brand to allow operational synergies, economies of scale and cross-selling opportunities and to give tourists a seamless and holistic experiences in Myanmar.

Financial Highlights

The above charts show the profitability of the 3 key business segments.I believe revenue and profitability will pick up in the coming years if Myanmar is able to attract more visitors and when the Pun Hlaing Lodge is completed in FY2019.

According to page 117 of the prospectus, the NTA of the Company is around $55m and the NTA per share is 13.69 cents versus its placement price of 25 cents. The pro forma statements is presented below.

Due to seasonality, the Company performs best from October to March and from April to Sep, the Balloons business in Bagan is not operational. In this regard, the 3rd and 4th quarters in each FY will generally be better than the 1st and 2nd quarter. As such, the loss for 3M2018 in the pro-forma statement is expected.

Assuming the Company can generate a net profit of US$1.2m and based on the enlarged shares, the EPS will be ($1.2m x 1.34 divide by 401m shares) = Singapore 0.4 cents. Based on the IPO price of 25 cents, the PE is around 62x.... hmmm...not "value for money" at all....

Future Business Plans (copy from OIS)

The Company intends to use the platform to acquire related assets in Myanmar

Use of Proceeds

You can see that the use of proceeds is to construct the Pun Hlaing Lodge and develop the BL Land

Substantial Shareholders

The substantial shareholders of Memories Group are: 

• Yoma Strategic Holdings ("YSH), a company listed on Singapore Exchange, who will hold 41.6% of the Company
• See Hoy Chan from Malaysia 8.9%
• First Myanmar Investment Company ("FMI"), the first company to be listed on Yangoon and owned by Serge Pun will own 10.4%

From the above, you can expect the shares to be tightly controlled by few key shareholders with the majority owned by Serge Pun. If the placement of shares is done well, the share price could perform well.

Board of Directors

The Board comprises Serge Pun as the Executive Chairman. Mr. Serge Pun is a self-made businessman. According to Forbes, he is ranked 35th out of Singapore's 50th richest with a net worth of $800m in 2017. You can find more interesting article about him here. What is interesting about the Financial Times article is that Serge Pun is known to be clean.

Numerous interviews with those who have done business with Mr Pun have yielded no suggestion of dubious practices. "Serge is tough – you offer him a slice of bread and he'll take the loaf. But he's clean," says one Yangon-based businessman. From the above, you will know that he will not be injecting the Memories Assets at cheap valuation. Injecting the assets and then placing out compliance shares at a prospective 62x PE certainly demonstrates how savvy a businessman he is! 

You can find his also CV on page 148 of the OIS.

Mr Serge Pun is a Myanmar national who founded Serge Pun & Associates Limited in Hong Kong in 1983. Over the years, he expanded the business to China, Thailand, and Singapore before returning to Myanmar in 1991 to set up SPA Myanmar. Today, SPA Myanmar has grown to become one of Myanmar's leading business groups. Mr Serge Pun is the executive chairman of YSH, a company listed on the Mainboard of SGX-ST, with a market cap of approximately S$1.0 billion. YSH is primarily involved in the real estate, consumer, automotive and heavy equipment sectors, with key investments in other strategic assets. He is also the executive chairman of FMI, which is the first company to be listed on the Yangon Stock Exchange. FMI's core businesses are financial services, real estate and healthcare, and it is the majority shareholder in Yoma Bank.

Mr Serge Pun is a member of the World Economic Forum's ASEAN Regional Strategy Group and ASEAN Regional Business Council. He is a standing member of the Chinese People's Political Consultative Conference of Dalian and a member of the Asia Business Council. He is the chairperson of the International Advisory Board of Singapore Management University for Myanmar and served as an Honorary Business Representative of the International Enterprise Singapore for Myanmar from 2004 to 2006. He is a frequent speaker in international forums

on Myanmar and ASEAN. As the proposed Executive Chairman, Mr Serge Pun will oversee the overall development and performance of the Enlarged Group, setting and executing the strategic directions and expansion plans for the growth and development of the Enlarged Group.

What I like about the Company

• Experienced Management Team - The CEO, Mr. Michel Novatin and its COO, Mr. Jean Michel Romon, had collectively more than 40 years of experience in the hotel and tourism businesses. 

• The last frontier with good growth potential - Myanmar is under-developed as a tourism destination given its military past and given the low base, there is good potential to develop on that front. If the country continues to open up, the govt will want to further develop the tourism industry to bring in the foreign dollar and Memories Group will be one of the beneficiaries. According to World Travel and Tourism Council's forecast, Myanmar will rank 2nd out of 184 countries for long term growth by 2026. International arrivals have also seen a 3-fold increase from 0.4m to 1.3m from 2011 to 2015
• Interesting and influential shareholders - The key shareholders of Memories Group are linked to Serge Pun and he is a self-made millionaire in Myanmar. One of the interest points picked up about him is that he is a tough businessman but he is clean. The shares in the company will be tightly controlled by a few key shareholders with the public holding around 27% 
• Healthy balance sheet with no bank debt - Post the compliance issuance, it seemed that the Company has no bank debt on its balance sheet. This will allows the Company to have greater flexibility in pursuing M&A opportunities in Myanmar

Some of my concerns

• Single country exposure / Political risk is high - The Rohingya crisis highlighted that the military is still very much in control in Myanmar even though the military leaders are trying very hard to change that perception. Political risk is high in this country and things many change overnight and Memories Group has a single country exposure risk. If the Company loses its license to operate the balloon business or if regulations allow more companies to operate, this may potentially disrupt the businesses of Memories Group.
• Rohingya crisis could be a potential landmine - if not handled properly, the crisis may lead to a backlash by many countries and boycott of Myanmar as a tourism destination. Investors buying into the company would have to take this into account and ride out the storm
• CEO's age may be a concern - The CEO is around 74, his age is a concern unless the COO is groomed to takeover from him. The COO, Mr. Jean-Michel Alain Romon is 44 this year and has many years ahead of him
• Pro forma financials are showing losses - The latest pro forma for 2017 as well as 3MFY2017 seemed to point to a slow start and a loss. This is probably due to the seasonality where it is not the peak season.
• Balloon Business is weather dependent - The Company operates 12 balloons in Bagan and 2 in Inle Lake. The balloons have a maximum capacity of 8 to 16 seats and does not operate during the rainy season or during bad weather. The rainy season runs from Jun to Sep while April to May are hot and considered as non-peak seasons.
• Replacing KPMG with Nexia  - While Nexia is the existing auditor of Memories Group, my preference will be a for big 4 to audit the company

Peer Valuation

This is one of the few rare companies that is focused purely on tourism.

Straco that is listed here has actually done very well for its investors. It is a multi-bagger for IPO investors and is currently trading at 15.8x PE and a price to book of 2.8x.

While not directly comparable, Memories Group definitely looks expensive from a PE perspective. However, its implied price to book of around 1.8x is lower than that of Straco.

How Memories Group will perform forward will depend greatly on the assets that it can acquire and how the tourism market develops locally.

My Chilli Ratings

It is not applicable as there is no public offering. While i like the business sector and the potential that comes with it, the IPO comes with emerging market as well as political risk. The mitigating factor is you have an experienced shareholder who knows how to navigate the Myanmar eco system. How Myanmar develops politically and economically over the next 5 to 10 years will have an important bearing on this company. The business is definitely not acquired cheaply, hence investors will have to take a longer term view.

If there is a public offering, i would probably have given it a 1 Chilli Rating. 

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