Update on Proposed Joint Venture with Super Apps

MobilityOne Limited

09 November 2023

 

9 November 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 an amended draft proxy statement has been filed by Tete Technologies Inc, a wholly owned subsidiary of Technology & Telecommunication Acquisition Corporation ("TETE"), on 9 November 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 PubCo Ordinary Shares (the "Closing Payment Shares") valued at $10.00 per share, of which $235,000,000 shall be paid at Closing with the remaining $865,000,000 payable subject to the earn-out provisions set forth in the Merger Agreement, 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                                                                         [phone]

Dato' Hussian A. Rahman, CEO                                                        www.mobilityone.com.my

[e-mail]

Allenby Capital Limited

(Nominated Adviser and Broker)                                                        [phone]

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

 

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