MEMORANDUM OF UNDERSTANDING N2N CONNECT BERHAD ("N2N" OR "THE COMPANY") MEMORANDUM OF UNDERSTANDING WITH SBI HOLDINGS, INC.

N2N CONNECT BERHAD

 

   Type   Announcement
   Subject   NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) OTHER ISSUE OF SECURITIES
   Description   N2N CONNECT BERHAD ("N2N" OR "COMPANY") BONUS ISSUE OF WARRANTS

 

1.  INTRODUCTION

The Board of Directors of N2N Connect Berhad (“N2N” or “the Company”) is pleased to announce that the Company had on 6 March 2019, entered into a Memorandum of Understanding (“MOU”) with SBI Holdings, Inc. (“SBI”) to set out the general understanding of Company and SBI’s intended engagement in a joint venture in the Asia Pacific region.

SBI is a substantial shareholder of the Company, holding 20.36% shares in the Company.

 

2.  BACKGROUND INFORMATION

SBI is the holding company of internet financial institutions in Japan, including without limitation, on-line securities broker, on-line retail bank, on-line retail insurance company, on-line retail virtual currencies exchange, proprietary trading system operator, and margin trading company.

N2N is principally involved in the research and development of software packages and provision of design, programming and consultancy services and related activities.

SBI has incorporated and operating DigitAEx Limited (“Global Max”) as the legal entity to be the operator of digital asset exchange for clients in the Asia Pacific region (other than Japan).  Global Max is currently pursing obtaining a license to engage such business in Hong Kong. Global Max is a fully owned subsidiary of SBI.

N2N has incorporated and operating ASIANEXT SDN BHD (“Asianext”) as the legal entity to be the operator of digital asset exchange for clients in the Asia Pacific region. Asianext is currently applying for a license to engage in such business in Malaysia, and has plans to obtain license to engage in such business in other Asia Pacific countries. Asianext is a fully owned subsidiary of N2N.

 

3.  SALIENT TERMS OF THE MOU

N2N and SBI wishes to jointly establish and operate a company that will become a holding company of operators of digital asset exchange for clients in the Asia Pacific region.  Subject to further system, regulatory, legal, financial, accounting and tax, due diligence and consideration by N2N and SBI, N2N and SBI currently agree:

  • to form a holding company to cover formation of digital exchanges for all Asia Pacific countries (other than Japan), that will result in both parties’ holding equal shareholding in each digital exchange.
  • to contribute each of their expertise and resources to cause the holding company and each of the operators in the respective Asia Pacific regions (other than Japan) to be successful.
  • to enable N2N to invest in Global Max and to enable SBI to invest in Asianext.

N2N and SBI will create a team to agree on the details of the Joint Venture and enter into definitive agreements.

The term of the MOU will continue until the earlier of execution of a legally binding definitive agreement on the matters related to the joint venture between N2N and SBI or the elapse of one (1) year anniversary of the signing of the MOU.

 

3.  RATIONALE OF THE MOU

The MOU is meant to facilitate N2N’s plans to venture into the digital asset exchange business across the Asia Pacific region.

 

4  EFFECTS OF THE MOU

The MOU will not have any effect on the earnings per share, net assets per share, gearing, issued and paid-up share capital and substantial shareholders’ shareholdings of N2N for the financial year ending 31 December 2019.

 

5.  APPROVALS REQUIRED

The MOU is not subject to any approvals from the relevant regulatory authorities nor the shareholders of the Company.

 

6.  INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED

Save as disclosed above, none of the Directors and/or other substantial shareholders and/or persons connected to the Directors or substantial shareholders of N2N have any interest, whether directly or indirectly, in the MOU.

 

7.  DIRECTORS’ RECOMMENDATION

The Board having considered all the relevant factors in respect of the MOU is of the opinion that the MOU is in the best interest of N2N.

 

This announcement is dated 6 March 2019.