Kirin Holdings Announces Basic Agreement to Transfer Subsidiary After Transferring Myanmar Beer Co., Ltd. Equity Interest- Nihon Keizai Shimbun

Announcement date: June 30, 2022

(Progress of Disclosed Matters) Basic Agreement Regarding Transfer of Subsidiaries of Myanmar Beer Co., Ltd. Accompanying Share Transfer

Kirin Holdings Company, Limited (President: Yoshinori Isozaki) has entered into an agreement with Myanmar Brewery Limited (MBL), a consolidated subsidiary of Kirin Holdings Company, Ltd. (hereinafter “MBL”), a joint venture partner of Myanmar Economic Holdings Public Company Limited (hereinafter “MBL”) “MEHPCL”). Kirin Holdings Singapore Pte. Ltd. (KHSPL) decided to transfer all MBL shares held by MBL (Share Buyback of MBL). We would like to inform you that MBL’s Board of Directors has also resolved the matter.


1. The reason and method of equity transfer

As announced on February 14, 2022 “determining our exit policy for the dissolution of our Myanmar business joint venture”, we will consider all options with the aim of dissolving the joint venture after February 2021. However, we think it is difficult to dissolve the joint venture in the way we want, and we have been negotiating with MEHCL under the policy of exiting the Myanmar business from February 2022.

As for the exit method, after a comprehensive assessment of the current situation, we believe that the best option is to transfer the shares to MBL.

We can take three ways to dissolve or exit the joint venture: “transfer of shares to a third party”, “liquidation of MBL” and “transfer of shares to MBL (MBL acquires its own shares)”. Therefore, considering the impact on local employees and business partners, we will dissolve the joint venture as a top priority as soon as possible.

1. In order to realize the “transfer of shares to a third party”, the transferee needs to obtain the approval of MEHPCL according to the joint venture contract, and also needs to obtain the approval and regulations of the competent department of the Myanmar government according to local laws. Restricted by this, the company has been considering candidates for equity transfer, but since choosing a suitable transferee requires prudent judgment, the company decided to realize the early dissolution of the joint venture company, which is the company’s goal. Resolution is difficult.

Next, we decided that liquidation of MBL should be avoided because the loss of MBL business would have a significant impact on local employees and business partners.

In this case, considering the impact on local employees and business partners, we decided that the best way to dissolve the joint venture as soon as possible is to transfer the shares to MBL (MBL acquires treasury shares), and I made a decision.

Completing the equity transfer requires approval from the Myanmar Investment and Company Authority (DICA) and the Myanmar Investment Commission (MIC), and completion of other standard procedures based on Myanmar law. These conditions must be met, and the company aims to complete these procedures as soon as possible.

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