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RNS Number : 5722J
MobilityOne Limited
13 December 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.
13 December 2022
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 the preliminary proxy
statement filed by Technology & Telecommunication Acquisition
Corporation ("TETE") on 12 December 2022 (the "TETE Proxy Filing")
which is available for viewing on the United States Securities and
Exchange Commission's website.
On 19 October 2022, MobilityOne announced the Proposed Joint
Venture with Super Apps which, amongst other matters, stated that
the Proposed Disposal is subject to the completion of a Merger
Exercise which is expected to complete by 31 December 2022.
Following the TETE Proxy Filing, it is now expected that the latest
the Merger Exercise will complete is 20 July 2023.
TETE are required to hold an extraordinary general meeting to
approve proposals relating to the Merger Exercise and the Company
has been informed by TETE that it is in the process of finalising
the associated documentation and timings for the extraordinary
general meeting. This is expected to include an update on expected
timings for completion of the Merger Exercise.
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 TETE's announcement is set out below:
"On October 19, 2022, TETE announced that it had entered into a
definitive agreement for the Business Combination with Super Apps.
The Board has unanimously (i) approved and declared advisable the
Merger Agreement, the Merger and the other transactions
contemplated thereby, and (ii) resolved to recommend approval of
the Merger Agreement and related matters by TETE shareholders. TETE
will hold a meeting of shareholders at a future date to consider
and approve the proposed Business Combination and a proxy
statement/prospectus will be sent to all TETE shareholders at a
future date. TETE and the other parties to the Merger Agreement are
working towards satisfaction of the conditions to completion of the
Business Combination, including the necessary filings with the U.S.
Securities and Exchange Commission related to the transaction, but
have determined that there will not be sufficient time before
January 20, 2023 (its current termination date) to hold an
Extraordinary General Meeting to obtain the requisite shareholder
approval of, and to consummate, the Business Combination. Under the
circumstances, the Sponsor wants to pay an extension amount that is
substantially less than the $1,150,000 required for a three-month
extension under the Articles of Association and Trust Agreement, on
a month-to-month and as-needed basis only. After consultation with
the Sponsor, TETE's management has reasons to believe that, if the
Extension Amendment Proposal and the Trust Agreement Amendment
Proposal are approved, the Sponsor will extend to TETE the lesser
of (a) $262,500 and (b) $0.0525 for each Class A ordinary share
(the "Extension Payment") as a loan so the Company can deposit the
funds into the Trust Account as the Extension Payment, upon advance
notice prior to the applicable deadlines, and extend the
Combination Period for an additional one (1) month period, up to
six (6) times until the Extended Date. Each Extension Payment will
be deposited in the Trust Account within two business days prior to
the beginning of the additional extension period (or portion
thereof), other than the first Extension Payment which will be made
on the day of the approval of the Trust Agreement Amendment
Proposal. The Extension Payment(s) will bear no interest and will
be repayable by the Company to the Sponsor upon consummation of an
initial business combination. The loans will be forgiven by the
Sponsor if the Company is unable to consummate an initial business
combination except to the extent of any funds held outside of the
Trust Account.
The Articles of Association currently provide that TETE has
until the Termination Date to complete an initial business
combination. TETE and its officers and directors agreed that they
would not seek to amend the Articles of Association to allow for a
longer period of time to complete a business combination unless
TETE provided holders of its Public Shares with the right to seek
redemption of their Public Shares in connection therewith. While
TETE is using its best efforts to complete the Business Combination
on or before the Termination Date, the Board believes that it is in
the best interests of TETE shareholders that the Extension be
obtained so that, in the event the Business Combination is for any
reason not able to be consummated on or before the Termination
Date, TETE will have an additional amount of time to consummate the
Business Combination. Without the Extension, TETE believes that
there is significant risk that TETE will not, despite its best
efforts, be able to complete the Business Combination on or before
the Termination Date. If that were to occur, TETE would be
precluded from completing the Business Combination and would be
forced to liquidate even if TETE shareholders are otherwise in
favor of consummating the Business Combination.
The Extension Amendment Proposal is essential to allowing TETE
additional time to consummate the Business Combination in the event
the Business Combination is for any reason not completed on or
before the Termination Date. Approval of each of the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal is a
condition to the implementation of the Extension. Unless the NTA
Requirement Amendment is approved, TETE will not proceed with the
Extension or the Redemption if TETE will not have at least
$5,000,001 of net tangible assets upon its consummation of the
Extension, after taking into account the Redemption.
TETE believes that given TETE's expenditure of time, effort and
money on the Business Combination, circumstances warrant ensuring
that TETE is in the best position possible to consummate the
Business Combination and that it is in the best interests of TETE
shareholders that TETE obtain the Extension if needed. TETE
believes the Business Combination will provide significant benefits
to its shareholders. For more information about the Business
Combination, see the Form 8-K filed by TETE with the SEC on October
19, 2022. "
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 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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END
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