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REG - MobilityOne Limited - Update on Proposed Joint Venture with Super Apps

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RNS Number : 2663I  MobilityOne Limited  03 August 2023

 

3 August 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 a draft proxy statement has been filed by Tete
Technologies Inc, a wholly owned subsidiary of Technology &
Telecommunication Acquisition Corporation ("TETE"), on 2 August 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 Combined Company Class A
Ordinary Shares (the "Closing Payment Shares") valued at $10.00 per share 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
(http://www.mobilityone.com.my)

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