MBI mobi limited

ASX Release September 20, 2007Mobi Limited ACN 009 805 298...

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    ASX Release September 20, 2007
    Mobi Limited ACN 009 805 298 (ASX:MBI)
    Demerger of mobile application business
    Melbourne, Australia
    • Demerger of MobiData-Group Pty Ltd by way of distribution in specie of shares to Mobi Ltd shareholders in new proposed ASX listing with free attaching option
    • Expansion of Exclusive Crazy John’s deal to now be global and to include Indian deal
    • Crazy John’s to receive $1.5 m of shares in demerged entity (representing 10% of the demerged entity) in exchange for spending $1.5m for further global development of the MobiData-Group products
    • MobiData-Group Pty Ltd revenue split increases from 30% to 40%
    • Crazy John’s to appoint two Directors to proposed demerged ASX entity.
    • Intent to build single purpose publicly traded entity in partnership with Crazy John’s corporate, development and sales team with global reach.
    The Board of Directors has pleasure in announcing the Company’s intent to demerge MobiData-Group Pty Ltd, its 100% wholly owned subsidiary, by way of distribution in specie to shareholders. The demerged entity will have a separate listing on the ASX. Shareholders will receive shares distributed to them in specie in the demerged listed entity, and they will also receive a free attaching option to subscribe for further shares, at an as yet to be set price and terms thereto. We shall advise the market of these precisely at an appropriate future date. Shares will be distributed to shareholders pro rata to their shareholding in Mobi Limited. The Record date for this demerger will be advised after shareholder approval has been obtained. This demerger will be subject to Taxation, ASIC, ASX, regulatory and shareholder approvals. It is anticipated that this demerger will occur within 120 days of this Release.
    John Ilhan, Founder and CEO of Crazy John’s said, “We had already attested to our belief in the MobiData-Group platform and applications by committing to the joint venture. Upon reflection we wanted to expand the deal to take in the Globe as we believe that with Crazy John’s expertise we can drive a significant commercial outcome.” He added, “Our interests are now further aligned by becoming a 10%

    shareholder in the newly demerged MobiData-Group, providing greater incentive for Crazy John’s to drive the commercial applications.”
    The purpose of this demerger is to fully maximize the value of the relationship built with Crazy John’s and also demonstrate to the market that the mobile data assets stand alone in their own right. The newly demerged MobiData-Group business will hold 100% of all the intellectual property and assets related to the Mobile Services Hub management platform and related applications.
    The previously announced (August 28) joint venture company with Crazy John’s will sit within the newly demerged Company and be a key commercial focus. Under the terms of the amended agreement, MobiData-Group will control 40% (an increase over the 30% previously announced) of the new venture (60% to Crazy John’s).
    MobiData-Group will have an exclusive 3 year deal to supply mobile applications and content (including its Mobile Services hub management platform) to the new venture to sell and commercialise on a global basis, which is an expansion on the previously announced agreement. As a result, MobiData-Group’s previously announced deal with Radical SoftNet in India will fall within the joint venture vehicle.
    Upon expiry of the 3 year agreement, Crazy John’s will have the option to extend this exclusivity for a further 3 years and have the right to acquire the assets of MobiData-Group subject to shareholder and regulatory approval.
    Crazy John’s will be responsible for all sales and marketing within the new joint venture company. The newly demerged MobiData-Group will provide all technology integration, customization and new product development as well as the existing product portfolio.
    “The agreement with Crazy John’s validated the commercial opportunity for the MobiData-Group suite of applications. With Mobi Ltd’s recent acquisition of Sholl Communications and One Network it is the appropriate time to spin out the mobile application business. This will allow management of Mobi Ltd to focus on delivering the revenue and profit growth anticipated from the combined telecommunications service and installation business,” noted Mr Pannuti, Mobi Ltd Chairman. He added, “Crazy John’s provide unparalled credibility and expertise to ensure the newly demerged entity will achieve the success we anticipate.”
    Yours faithfully,
    Fabio Pannuti
    Chairman
    Mobi Limited
 
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