REG - MobilityOne Limited - Amended SSA & Disposal of OneShop Retail Sdn Bhd

MobilityOneAnnouncement

01/03/2024 10:15

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RNS Number : 2685F  MobilityOne Limited  01 March 2024

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
(http://www.mobilityone.com.my)

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