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RNS Number : 4505D
MobilityOne Limited
19 October 2022
Prior to publication, the information contained within this
announcement was deemed by the Group to constitute inside
information for the purposes of Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310. With the publication of
this announcement, this information is now considered to be in the
public domain.
19 October 2022
MobilityOne Limited
("MobilityOne", the "Company" or the "Group")
Proposed Disposal of OneShop Retail Sdn Bhd and Proposed Joint
Venture with Super Apps Holdings Sdn Bhd to expand e-products and
services business
MobilityOne (AIM: MBO), the e-commerce infrastructure payment
solutions and platform provider, is pleased to announce that
MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned
operating subsidiary in Malaysia, has today entered into a series
of conditional agreements with Super Apps Holdings Sdn Bhd ("Super
Apps") in order to establish a new joint venture to expand the
Group's e-products and services business initially in Malaysia.
Highlights
-- Share Sale Agreement ("SSA") entered into between M1 Malaysia
and Super Apps for the disposal by M1 Malaysia of a 60%
shareholding in the Group's wholly-owned non-core subsidiary
OneShop Retail Sdn Bhd ("1Shop") to Super Apps (together the
"Proposed Disposal");
-- Joint-Venture cum Shareholders Agreement ("JVA") entered into
between M1 Malaysia, Super Apps and 1Shop (together the "Proposed
Joint Venture");
-- The Proposed Disposal and Proposed Joint Venture are inter-conditional;
-- The Proposed Disposal is subject to the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation ("TETE") and Super Apps (together the "Merger Exercise");
-- Following the completion of the Proposed Disposal, the Group
is expected to receive cash proceeds of RM40.0 million (c. GBP7.53
million) and RM20.0 million (c. GBP3.76 million) within 14 days and
180 days respectively of completion of the Merger Exercise; and
-- The Merger Exercise between TETE and Super Apps is expected to complete by 31 December 2022.
Dato' Hussain A Rahman, CEO of MobilityOne, commented: "While
there can be no guarantee that t he Proposed Disposal and Proposed
Joint Venture can be completed, noting that both events are
conditional on the completion of the Merger Exercise, which is out
of the Group's control, the entry into the series of conditional
agreements today is expected to positively contribute to the future
growth prospects of the Group. As outlined in the Group's
half-yearly report published at the end of September, the Group is
cautious on the outlook for the remainder of 2022 and partnerships
with parties in complementary businesses was identified as a future
growth strategy. So we are pleased to be making steps to execute on
this partnership strategy. "
Subject to the relevant conditions precedent being satisfied, as
outlined in this announcement, the Group intends to apply the
expected cash proceeds from the Proposed Disposal and Proposed
Joint Venture into the expansion of the Group's existing e-payments
business in Malaysia and supporting the general working capital
purposes of the Group.
Proposed Disposal
1Shop, which is incorporated in Malaysia and is a wholly-owned
subsidiary of M1 Malaysia is currently focused on retail sales of
consumer products. In the financial year ended 31 December 2021,
1Shop reported revenues of RM13,007 (equivalent to c. GBP2,449) and
generated a loss before tax of RM6,024 (equivalent to c.
GBP1,134).
In light of 1Shop's access to M1 Malaysia's network of licenses
as well as being a non-core subsidiary, the Directors of the Group
have selected 1Shop to be the joint venture vehicle with Super Apps
pursuant to the Proposed Disposal and the Proposed Joint
Venture.
Accordingly, pursuant to the terms of the Proposed Disposal and
subject to the completion of the Merger Exercise, Super Apps shall
pay M1 Malaysia the following consideration:
(i) RM40.0 million (equivalent to c. GBP7.53 million) in cash
within 14 days upon completion of the Merger Exercise; and
(ii) RM20.0 million (equivalent to c. GBP3.76 million) in cash
within 180 days upon completion of the Merger Exercise.
Proposed Joint Venture
Following completion of the Proposed Disposal, pursuant to the
terms of the Proposed Joint Venture, M1 Malaysia undertakes to
provide the necessary technical and business support to 1Shop. In
addition, as part of the terms of the Proposed Joint Venture, M1
Malaysia guarantees that 1Shop will achieve revenues of at least
RM560.0 million (equivalent to c. GBP104.5 million) in the
financial year ending 31 December 2023 or any other period as
mutually agreed (the "Revenue Target"). In order to achieve the
Revenue Target, Super Apps undertakes to provide all the necessary
working capital requirements of 1Shop. This will be supplemented
through Super Apps, in conjunction with 1Shop, collaborating with
other organisations such as MYISCO Sdn. Bhd., a wholly owned
subsidiary of MyAngkasa Digital Services Sdn. Bhd. and the
collaboration partner of Super Apps. While the Proposed Joint
Venture will make use of M1 Malaysia's proprietary payment
ecosystem, it is expected that the strategy to achieve the Revenue
Target will not have a material impact on the Group's existing
activities.
Pursuant to the terms of the Proposed Joint Venture, in
consideration of M1 Malaysia's undertakings and guarantee of
achieving the Revenue Target, Super Apps shall procure TETE to
issue shares in TETE (the "TETE Shares") to a stakeholder to be
mutually agreed by M1 Malaysia and Super Apps with aggregate value
of RM20.0 million (equivalent to c. GBP3.76 million) within 14 days
upon completion of the Merger Exercise.
The issue price for the TETE Shares to the stakeholder will be
determined at a later date and in any event shall be the same as
the issue price for the TETE Shares to be issued to the
shareholders of Super Apps pursuant to the Merger Exercise. M1
Malaysia will only be entitled to receive the TETE Shares from the
stakeholder following 1Shop achieving the Revenue Target.
Following M1 Malaysia satisfying the relevant conditions
precedent in respect of the Proposed Joint Venture, namely
achieving the Revenue Target following completion of the Merger
Exercise and the Proposed Disposal, it is expected that the Group
will divest its TETE Shares.
Conditionality of the Proposed Disposal and Proposed Joint
Venture
The Merger Exercise is expected to be completed by 31 December
2022. The Merger Exercise is not conditional on the Proposed
Disposal and/or the Proposed Joint Venture.
However, i n the event that the Merger Exercise does not
complete, the Proposed Disposal and Proposed Joint Venture will be
terminated, and Super Apps will return the 60% interest in 1Shop to
M1 Malaysia (effectively reversing the Proposed Disposal).
Accordingly, the Proposed Disposal and the Proposed Joint
Venture are conditional on the Merger Exercise completing - which
the Group has no control over. Therefore, there can be no guarantee
that M1 Malaysia will receive the consideration in respect of the
Proposed Disposal and/or the Proposed Joint Venture.
On the other hand, in the event that the Merger Exercise
completes, but the Revenue Target is not achieved, the Proposed
Disposal will not terminate, however, M1 Malaysia will no longer be
entitled to the TETE Shares.
Background to Super Apps and the Proposed Joint Venture
Super Apps is incorporated in Malaysia and is currently dormant.
Super Apps has a business strategy to collaborate with companies
that are involved in the e-products and services sector (together
the "Business Strategy"). As a result of M1 Malaysia's established
track record in the e-products and services sector (including
licence authorisations), Super Apps has identified M1 Malaysia as a
joint venture partner to expand the Business Strategy in Malaysia
and other countries.
The shareholders of Super Apps are Bradbury Private Investment
XVIII Inc (60%) ("Bradbury") and Mr Wan Heng Chee (40%). The
directors of Super Apps are Mr Wan Heng Chee, Tan Sri Suleiman Bin
Mohamed, Mr Ah Kow @ Han Yek Yong and Mr Loo See Yuan (Lu SiYuan).
Bradbury is incorporated in the British Virgin Islands and its
ultimate shareholder is Mr Loo See Yuan (Lu SiYuan). Mr Wan Heng
Chee, a Malaysian, has been in business development and has
significant business contacts in Malaysia. Mr Loo See Yuan (Lu
SiYuan), a Singaporean, is the chief executive officer of an asset
management company.
Background to TETE
TETE is listed on the Nasdaq Global Market as a special purpose
acquisition company. On 20 January 2022, TETE raised a total net
proceeds of US$ 116.725 million from its initial public offering
and private placement. TETE's original intention at the time of
listing was to identify and acquire companies in the technology and
telecommunications sector in Malaysia (the "TETE Strategy").
Pursuant to the Form 10-Q published by TETE on 28 September 2022,
TETE's unaudited net assets as at 31 August 2022 were US$117.9
million and for the nine months ended 31 August 2022 TETE generated
a loss from operations of US$0.3 million.
As part of realising the TETE Strategy, TETE has identified
Super Apps as a merger target in view of its business strategy.
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 provides e-commerce infrastructure payment solutions
and platforms through its proprietary technology solutions. The
Group has developed an end-to-end e-commerce solution which
connects various service providers across several industries such
as banking, telecommunication and transportation through multiple
distribution devices including EDC terminals, mobile devices,
automated teller machines ("ATM") and internet banking. The Group's
technology platform is flexible, scalable and designed to
facilitate cash, debit card and credit card transactions from
multiple devices while controlling and monitoring the distribution
of different products and services.
For more information, refer to our website at
www.mobilityone.com.my
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