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.
1 March
2024
MobilityOne
Limited
("MobilityOne", the
"Company" or the
"Group")
Amendment to Share Sale
Agreement
and
Completion of disposal of
OneShop Retail Sdn Bhd
MobilityOne (AIM: MBO), the
e-commerce infrastructure payment solutions and platform provider,
announces that MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned
operating subsidiary in Malaysia, has entered into a supplementary
agreement with Super Apps Holdings Sdn Bhd ("Super Apps") to amend the terms and
conditions of the Share Sale Agreement (together the "Supplementary Agreement").
Background
On 19 October 2022, the Company
announced, amongst other matters, the entry into the Share Sale
Agreement between M1 Malaysia and Super Apps concerning the
proposed 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"). It was also announced at the time that the
completion of the Proposed Disposal is subject to the completion of
a merger exercise between Technology & Telecommunication
Acquisition Corporation ("TETE") and Super Apps which includes
certain approvals by the United States Securities
and Exchange Commission (together the "Merger Exercise").
It was further announced on 19
October 2022 that following the completion of the Proposed
Disposal, the Group is expected to receive cash proceeds of RM40.0
million (c. £7.53 million at the time) and RM20.0 million (c. £3.76
million at the time) within 14 days and 180 days respectively of
completion of the Merger Exercise.
Supplementary Agreement
Under the terms and conditions of
the Supplementary Agreement, completion of the Proposed Disposal is
no longer conditional on the Merger Exercise completing. In this
regard, both M1 Malaysia and Super Apps have now agreed to the
completion of the Proposed Disposal to take effect upon entry of
the Supplementary Agreement. As a result, the Proposed Disposal has
now completed.
Notwithstanding the completion of
the Proposed Disposal, under the terms and conditions of the
Supplementary Agreement if the Merger Exercise does not complete,
M1 Malaysia is entitled to purchase back its former 60% interest in
1Shop from Super Apps for a nominal consideration of
RM1.0.
Accordingly, and irrespective of the
completion of the Proposed Disposal, it remains the case that
subject to the completion of the Merger Exercise Super Apps shall
pay M1 Malaysia the following consideration:
(i) RM40.0 million (equivalent
to c. £6.8 million) in cash within 14 days upon completion of the
Merger Exercise; and
(ii) RM20.0 million
(equivalent to c. £3.40 million) in cash within 180 days upon
completion of the Merger Exercise.
Conditionality in relation to the Merger
Exercise
The receipt of the consideration
outlined above in relation to the Proposed Disposal and the
Proposed Joint Venture continues to be conditional on the
completion of the Merger Exercise - which the Group continues to
have no control over. As a result, there can be no guarantee that
M1 Malaysia will receive the consideration in respect of the
Proposed Disposal and/or the Proposed Joint Venture.
All other terms and conditions in
relation to the Proposed Disposal and the Proposed Joint Venture,
as announced by the Company on 19 Octoboer 2022, remain unchanged.
The Company will release further announcements as and when
appropriate.
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