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RNS Number : 1726O
MobilityOne Limited
29 September 2023
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.
29 September 2023
MobilityOne Limited
("MobilityOne", the "Company" or the "Group")
Acquisition of 49% equity interest in Sincere Acres Sdn Bhd
Vertical integration into the healthcare information systems
industry
MobilityOne (AIM: MBO), the e-commerce infrastructure payment
solutions and platform provider, is pleased to announce that
MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned
operating subsidiary in Malaysia, has entered into a share sale
agreement (the "Agreement") with United Flagship Development Sdn
Bhd (the "Vendor") on 29 September 2023 to acquire a 49% equity
interest in Sincere Acres Sdn Bhd ("Sincere") for a total cash
consideration of RM30,000,000 (c. GBP5.217 million*) (together the
"Proposed Acquisition").
Sincere is an investment holding company with its sole business
activity comprising of owning a 100% equity interest in Hati
International Sdn Bhd ("Hati", and together with Sincere, the
"Sincere Group"), an operating company in Malaysia. Hati is a
healthcare information systems provider in Malaysia focused on
healthcare software development and information technology. T
hrough the use of cloud service platforms and software system
solutions, Hati has developed a product suite comprising of
hospital information systems, clinical information systems,
business intelligence platforms and Internet of Things
(IoT)/Artificial Intelligence (AI) enabled platforms .
Further information in relation to Hati is available on Hati's
website: https://hatiintl.com/about-hati .
The Proposed Acquisition will enable the Group to, amongst other
benefits, diversify its existing business activities into the
growing healthcare information systems industry.
Background to and reasons for the Proposed Acquisition
The board of directors of the Group (the "Board") considers that
the Proposed Acquisition will result in a number of synergistic
benefits for both the Group and Hati. The Proposed Acquisition is
anticipated to enable the Group to vertically integrate its
existing electronic payment systems and services with Hati's suite
of existing products to support payment methods such as credit
cards, debit cards and eWallets via online payments and over the
counter payments. In addition, the Proposed Acquisition will result
in Hati being able to utilise the Group's infrastructure and
engineering know-how to automate electronic billing and
invoicing.
Following completion of the Proposed Acquisition, and as part of
the Group's long-term growth strategy, the Group intends to develop
a payment system that integrates the Group's e-claims and
e-payments services with insurance companies thereby resolving cash
flow issues typically faced by hospitals and clinics. The Group
also intends to explore potential collaborations with the Group's
telecommunication partners in order to enable Hati's real-time
IoT/AI enabled healthcare devices to operate over 5G cellular
networks. The above proposed developments will also contribute to
the Group expanding its customer base for its existing electronic
payment systems and services.
In addition, the Board is attracted to the future prospects of
Hati. For example, Hati has invested substantially in research and
development ("R&D") to date and, accordingly, the Board
believes that Hati is well positioned to secure several commercial
projects from the private and public sectors in Malaysia.
Similarly, the Board believes that there is long-term scope for
Hati to expand its healthcare information system offering to other
countries globally.
Terms of the Proposed Acquisition
Pursuant to the terms of the Proposed Acquisition, the
RM30,000,000 (c. GBP5.217 million*) cash consideration will be paid
to the Vendor in two tranches. The first tranche, representing
RM2.0 million (c. GBP0.348 million*), will be paid shortly by M1
Malaysia to the Vendor using M1 Malaysia's existing cash resources.
The second tranche, representing the balance of RM28.0 million (c.
GBP4.869 million*) (the "Second Tranche"), is required be paid by
M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date"). It
is envisaged that the Second Tranche will be paid by the Group
using existing cash resources of M1 Malaysia.
While the Second Tranche Payment Date can be extended for up to
a further 6 months (the "Extended Second Tranche Payment Date"),
any payment in relation to the Second Tranche made after the Second
Tranche Payment Date will be subject to an interest charge of 10%
per annum. The balance amount payable for the Second Tranche
(including any interest charge if the payment is made after the
Second Tranche Payment Date) shall be reduced by RM1.0 million (c.
GBP0.174 million*) when the payment is made by the Extended Second
Tranche Payment Date.
While the Proposed Acquisition is not subject to any conditions
precedent, both parties have agreed to complete the Proposed
Acquisition by 4 October 2023.
A further announcement will be made by the Group upon completion
of the Proposed Acquisition.
Effects of the Proposed Acquisition
Following completion of the Proposed Acquisition, Sincere and
Hati will be considered as associated companies of the Group. The
Group's 49% equity interest in Sincere will not be consolidated in
the Group's accounts and the Group will only share the profit and
loss of Sincere based on the Group's 49% equity interest in
Sincere.
The Group will continue to operate its core payment solutions
business amongst its other projects and the core strategy will also
remain unchanged notwithstanding the vertical integration of its
existing products and services to Hati's suite of products. As at
the date of this announcement, Hati has 52 employees. In this
regard, the existing key personnel in Hati are expected to remain
in Hati's business with no management of Hati joining the Board of
MobilityOne on completion of the Proposed Acquisition.
Notwithstanding this, the Group intends to integrate several
technical specialist and software engineering employees into Hati's
business.
The Proposed Acquisition is not expected to have a material
impact on the Group's current revenue. The effects to the future
earnings of the Group will depend on the future performance of Hati
as well as the synergistic benefits to be achieved.
For the financial year ended 31 March 2022, the Sincere Group
reported audited revenue of RM0.248 million (c. GBP0.043 million*)
and generated a loss before tax of RM8.184 million (c. GBP1.423
million*). For the financial year ended 31 March 2023, the Sincere
Group reported unaudited revenue of RM0.537 million (c. GBP0.093
million*) and generated a loss before tax of RM7.061 million (c.
GBP1.228 million*). As at 31 March 2022 and 31 March 2023, the
Sincere Group had net liabilities of RM7.743 million (c. GBP1.347
million*) (audited) and RM14.804 million (c. GBP2.574 million*)
(unaudited), respectively. The losses in the past were mainly due
to the R&D and operating expenses incurred in order to build
the business for the coming years.
Dato' Hussian A Rahman, CEO of MobilityOne, commented : "I am
confident of the synergistic benefits arising from the Proposed
Acquisition and Hati's long-term prospects in the healthcare
information systems industry."
*Based on exchange rate as on 28 September 2023 of RM:0.1739
GBP
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, whiteabel 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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