TIDMMBO
RNS Number : 9898S
MobilityOne Limited
09 November 2023
9 November 2023
MobilityOne Limited
("MobilityOne", the "Company" or the "Group")
Update on Proposed Joint Venture with Super Apps
MobilityOne (AIM: MBO), the e-commerce infrastructure payment
solutions and platform provider, notes that an amended draft proxy
statement has been filed by Tete Technologies Inc, a wholly owned
subsidiary of Technology & Telecommunication Acquisition
Corporation ("TETE"), on 9 November 2023 (the "TETE Proxy Filing")
which is available for viewing on the United States Securities and
Exchange Commission's website ("SEC").
The TETE Proxy Filing has been filed in draft with the SEC. The
purpose of the TETE Proxy Filing is to provide TETE shareholders
with information on the proposals ahead of seeking approval from
TETE shareholders for the Merger Exercise itself. An extraordinary
general meeting will be convened in due course for this purpose by
TETE once the TETE Proxy Filing is in complete form and approved by
the SEC.
As previously announced by the Company on 19 October 2022, the
payment of the consideration to MobilityOne in relation to the
terms of the Proposed Disposal is subject to the completion of the
Merger Exercise and such consideration payments will be dependent
on timings for completion of the Merger Exercise.
The Company will release further announcements as and when
appropriate.
Part of the text of the TETE Proxy Filing is set out below:
" TETE has entered into an amended and restated agreement and
plan of merger, dated as of August 2, 2023 (as it may be amended
from time to time, the "Merger Agreement" or "Business Combination
Agreement"), which provides for a Business Combination between TETE
and Bradbury Capital Holdings Inc., a Cayman Islands exempted
company ("Holdings"). Pursuant to the Merger Agreement, the
Business Combination will be effected in two steps: (i) TETE will
reincorporate in the Cayman Islands by merging with and into TETE
TECHNOLOGIES INC, a Cayman Islands exempted company and wholly
owned subsidiary of TETE ("PubCo"), with PubCo remaining as the
surviving publicly traded entity (the "Reincorporation Merger");
(ii) after the Reincorporation Merger, TETE INTERNATIONAL INC
("Merger Sub"), a Cayman Islands exempted company and wholly owned
subsidiary of PubCo, will be merged with and into Holdings,
resulting in Holdings being a wholly owned subsidiary of PubCo (the
"Acquisition Merger"). The Merger Agreement is by and among TETE,
PubCo, Merger Sub, Holdings, Super Apps Holdings Sdn. Bhd., a
Malaysian private limited company and wholly owned subsidiary of
Holdings, Technology & Telecommunication LLC, as the
representative of the shareholders of TETE, and Loo See Yuen, an
individual as the representative of the shareholders of
Holdings.
The aggregate consideration for the Acquisition Merger is
$1,100,000,000, payable in the form of 110,000,000 newly issued
PubCo Ordinary Shares (the "Closing Payment Shares") valued at
$10.00 per share, of which $235,000,000 shall be paid at Closing
with the remaining $865,000,000 payable subject to the earn-out
provisions set forth in the Merger Agreement, to Holdings and its
shareholders in accordance with the terms of the Merger Agreement.
At the closing of the Acquisition Merger, the issued and
outstanding shares in Holdings held by the former Holdings
shareholders will be cancelled and cease to exist, in exchange for
the issuance of the Closing Payment Shares, 10% of which are to be
issued and held in escrow to satisfy any indemnification
obligations incurred under the Merger Agreement. At the closing of
the Acquisition Merger, the one fully paid share in Merger Sub held
by PubCo will become one fully paid share in the surviving
corporation, so that Holdings will become a wholly-owned subsidiary
of PubCo. Holders of TETE ordinary shares will be asked to approve,
among other things, the Merger Agreement and the other related
Proposals. The combined company, i.e. the surviving entity of the
Reincorporation Merger, after the Business Combination is referred
to in this proxy statement/prospectus/prospectus as the "Combined
Company ."
Unless otherwise defined herein, the capitalised defined terms
used in this announcement have the same meaning as those used in
the Company's announcement on 19 October 2022.
For further information, please contact:
MobilityOne Limited +6 03 89963600
Dato' Hussian A. Rahman, CEO www.mobilityone.com.my
har@mobilityone.com.my
Allenby Capital Limited
(Nominated Adviser and Broker) +44 20 3328 5656
Nick Athanas / Vivek Bhardwaj
About the Group:
MobilityOne is one of the leading virtual distributors of mobile
prepaid reload and bill payment services in Malaysia. With
connections to various service providers across industries such as
banking, telecommunications, utilities, government agencies, and
transportation, the Group operates through multiple distribution
channels including mobile wallets, e-commerce sites, EDC terminals,
automated teller machines, kiosks, and internet & mobile
banking. Holding licenses in regulated spaces including acquiring,
e-money, remittance and lending, the Group offers a range of
services to the market, including wallet, internet, and
terminal-based payment services, e-money, remittance, lending, and
custom fintech ecosystems for communities. The Group's flexible,
scalable technology platform enables cash, debit card, and credit
card transactions from multiple devices while providing robust
control and monitoring of product and service distribution.
For more information, refer to our website at
www.mobilityone.com.my
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END
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(END) Dow Jones Newswires
November 09, 2023 09:40 ET (14:40 GMT)
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