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ECS BOTANICS HOLDINGS LTD — Capital/Financing Update 2007
Oct 23, 2007
64818_rns_2007-10-23_05555317-619d-4fc6-b6c0-e33a99bcf4c1.pdf
Capital/Financing Update
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ASX Release October 24, 2007
Mobi Limited ACN 009 805 298 (ASX:MBI)
TERMS OF MOBIDATA GROUP PL DEMERGER FROM MOBI LTD (ASX:MBI)
Melbourne, Australia
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MOBIDATA GROUP PTY LTD to be demerged from Mobi Limited (ASX:MBI) February 2008
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Pre-demerger: MBI Market Cap $18.6m with underlying assets valued at $34.6m
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Demerger will unlock $16m of value in underlying assets
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Shareholders to gain over 80% additional value based on current market capitalisation
Pursuant to the Company’s ASX release dated September 20, 2007, the Board of Directors would like to take the opportunity to disclose further terms of the proposed demerger of its wholly owned subsidiary MOBIDATA GROUP PTY LTD.
In respects to the mechanics of the demerger, we are currently in discussions with our legal, taxation and accounting counsel, whom will best establish the most efficient path forward in conjunction with the approvals of all regulatory bodies including ASIC, the ATO and the ASX.
Mobi Limited’s wholly owned subsidiary, MOBIDATA GROUP PTY LTD, has been independently valued by BSI Capital at $16 million. Once MOBIDATA GROUP PTY LTD has been separated from Mobi Limited and its shares distributed at no cost to Shareholders, Mobi Limited will still have operating assets valued at circa $14 million, cash at bank of approximately $4 million, recurring and growing monthly cash flows of approximately $600,000, and will be EBIT positive after one off costs of restructure.
As a result of this demerger, Shareholders will still hold their existing shares in Mobi Limited, plus, they will hold shares in a new entity, that trades on the Australian Stock Exchange (subject to regulatory approval), and that owns MOBIDATA GROUP PTY LTD. Shareholders do not have to outlay any funds to receive shares in the new entity. Therefore, assuming the Company’s current capitalisation does not change from current levels, if a shareholder held $10,000 worth of Mobi Limited shares at the time of the demerger (i.e. in ASX:MBI), this demerger will give that shareholder a further circa $8,600 worth of shares in a newly demerged entity (i.e. the new proposed ASX listed company that owns MOBIDATA GROUP PTY LTD) without any capital outlay. Assuming no change in share price, the shareholder in this example would then own circa $18,600 worth of shares for their original $10,000 holding. These ratios only apply to the current market capitalisation of Mobi Limited, and will change proportionately if the capitalisation of Mobi Limited changes. Nonetheless, the independent valuation of $16m for the MOBIDATA GROUP PTY LTD will not be subject to this change.
The Board is also desirous of giving Mobi Limited shareholders and option holders a free option to acquire further shares in the new entity. The terms of these options will be subject to the regulatory advice that we are currently receiving, the details of which will be publicised in due course as they are finalised.
Mobi Limited ABN 98 009 805 298 114-118 Miller Street, West Melbourne, VIC 3003 PO Box 162, South Melbourne VIC 3205 t: 1300 761 322 f: (03) 9320 6001
The cost of this transaction to the shareholders is nil other than potential tax implications that will vary upon individuals’ circumstances.
The Directors of Mobi Limited have decided to demerge MOBIDATA GROUP PTY LTD due to the market undervaluing the underlying asset of Mobi Limited being MOBIDATA GROUP PTY LTD compared to the market demand and readiness of its products and services. This is evidenced by the current market capitalisation of Mobi Limited of $18.6m, versus the valuation of the underlying assets at $34.6m that reside within Mobi Limited.
This can be illustrated as follows:
MOBIDATA GROUP PTY LTD has rapid growth prospects due to:
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Global license and joint venture opportunities in the fastest growing global economies including:
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India
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China and the rest of Asia
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North America
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oUKoEurope
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Within each country, there is the potential to establish multi-tiered channels being:
oRetail (Consumer) - sale of product portfolio-
Commercial (Businesses) - use of our Mobile Services Hub for staff, clients and business partner communications
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Wholesale (Telco Sales) Mobile Services Hub offered as a value added service for telecommunications companies
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For the USA alone, we have grown to over 500,000 users over an 18 month period for one of our products. Current downloads of this product are occurring at circa 40,000 a month.
The Directors of Mobi Limited have decided to demerge MOBIDATA GROUP PTY LTD to separate our mobile software business from our telephone carriage business. Moreover, the Board wishes to leverage off the unique relationship we have developed with domestic and global partners, most notably in India. This demerger will realise the underlying value that has been created in this subsidiary of Mobi Limited and deliver this value to shareholders.
The shares in the demerged entity, MOBIDATA GROUP PTY LTD, will be transferred for no consideration to shareholders of Mobi Limited and separately listed on the ASX (subject to regulatory approval). We are intent upon realising value and we have identified a path through which this valuable asset can flourish. We anticipate this demerger will occur during the Month of February 2008. The record date for the demerger will be advised in due course.
Yours faithfully,
Fabio Pannuti Chairman