TIDMESG
RNS Number : 1434U
eServGlobal Limited
20 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
20 October 2017
eServGlobal Limited (AIM: ESG, ASX: ESV) ("eServGlobal" or the
"Company")
Total fundraising of c.GBP24.0m
c.GBP15.8 million Institutional Offer and c.GBP4.8 million Firm
Placing
Conditional Placing of c.GBP3.4 million subject to clawback
under the Retail Offer
Following the announcement published on the ASX, RNS and the
Company's website at 11.25 p.m. on 19 October 2017 (a copy of which
is set out in Appendix 1), the Company is pleased to announce the
successful completion of the institutional component
("Institutional Offer") of its 1 for 3 accelerated non-renounceable
entitlement offer ("Entitlement Offer") alongside a firm placing to
institutional and other investors ("Firm Placing") (together with
the Entitlement Offer, the "Fundraising").
The Institutional Offer will raise approximately GBP15.8 million
from subscriptions for new fully paid ordinary shares in the
Company ("New Ordinary Shares") at 9 pence per new share ("Issue
Price").
The Firm Placing will raise approximately GBP4.8 million from
subscriptions for new fully paid New Ordinary shares at the Issue
Price.
The Retail Offer will raise a further GBP3.4 million for the
Company at the Issue Price, further details of which can be found
below.
The net proceeds from the Fundraising will be used in part to
fund an expected capital raise by the HomeSend JV to fund its
short-term cash requirements and provide further capital for future
cash calls, therefore enabling the Company to maintain its 35 per
cent. ownership in the HomeSend JV. The proceeds will also be used
to further support the rationalisation exercise within the core
business, pay down all the Company's debt to strengthen the balance
sheet and for general working capital purposes.
The Fundraising has been structured to allow the Company to
receive the proceeds as quickly as possible in order to begin
implementing these strategies and without the need for Shareholder
approval.
The Issue Price represents a discount of 10 per cent. to the
closing mid-market price on AIM of 10 pence per Ordinary Share as
at 19 October 2017, being the latest practicable date prior to the
announcement of the Fundraising.
The Entitlement Offer will comprise two components:
-- the Institutional Offer, being the accelerated
non-renounceable entitlement offer to existing institutional
shareholders of the Company; and
-- the Retail Offer, being an entitlement offer to existing retail shareholders of the Company.
Pursuant to the Retail Offer, the Company will offer Qualifying
Holders, being holders of Ordinary Shares or Depositary Interests
in the Company (who are not Institutional Shareholders or Overseas
Shareholders) on the register at the close of business on the
Record Date, to subscribe for Ordinary Shares at the Issue Price on
the same basis as the Institutional Shareholders under the
Institutional Offer.
As part of the Retail Offer, the Retail Offer Shares are being
conditionally allocated by way of a conditional placing to
institutional and other investors at the Issue Price who have
agreed to subscribe for the Retail Offer Shares to the extent that
Qualifying Holders do not take up their Retail Offer Entitlements
("Clawback Placing"). Consequently, subject to the Placing
Agreement not being terminated prior to admission of the Clawback
Placing Shares, all of the Retail Offer Shares will be issued
irrespective of whether Qualifying Holders subscribe for Retail
Offer Shares.
The Retail Offer will raise approximately GBP3.4 million,
bringing the total money raised to GBP24.0 million (before
expenses).
John Conoley, Executive Chairman, eServGlobal, commented:
"I am delighted with the support we have received from
institutional investors who recognise the strong progress HomeSend
is making in their potentially enormous market as well as the
opportunities for the core business. I am also pleased that we are
able to provide retail investors the opportunity to participate in
the Fundraising.
"HomeSend is building momentum in the global payments market and
is now poised to realise the significant opportunities before it.
As we announced in a trading update on 10 October 2017, we expect
the core business to achieve EBITDA breakeven in the 4(th) quarter
of 2017 as we continue the structural changes to the business. A
proportion of the Fundraising will be used to complete the
restructure as well as pay down debt. This is an exciting time for
eServGlobal as we make further progress towards realising the
Group's potential."
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
Enquiries:
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary investors@eservglobal.com
Alison Cheek, VP Corporate
Communications
Andrew Hayward, Chief Financial
Officer
finnCap Ltd (Nomad and Broker) www.finnCap.com
Corporate Finance T: +44 (0) 20 7220
Jonny Franklin-Adams / Anthony 0500
Adams / Hannah Boros
Corporate Broking
Tim Redfern/ Richard Chambers
Veritas Securities Limited,
Joint Broker (Australia)
Robert Scappatura +61 2 8252 3200
Alma PR (Financial Public www.almapr.co.uk
Relations) T: +44 (0) 208 004
Hilary Buchanan / John Coles 4218
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Proposals or otherwise. The Retail
Offer will be implemented solely by means of the Retail Offer
Booklet. The Retail Offer Booklet and, where relevant, the
Application Form, will contain the full terms and conditions of the
Retail Offer. The Retail Offer Booklet is expected to be posted to
the Qualifying Holders on or around 27 October 2017.
The distribution of this announcement in or into jurisdictions
other than the United Kingdom or Australia may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Australia should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Subject
to certain exceptions, this announcement is not for release,
publication or distribution, directly or indirectly, in or into the
United States, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and joint broker to eServGlobal Limited and is acting for
no-one else in connection with the contents of this announcement,
and will not be responsible to anyone other than to eServGlobal
Limited for providing the protections afforded to clients of
finnCap Limited nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein. finnCap Limited is not responsible for the contents of this
announcement. This does not exclude or limit the responsibilities,
if any, which finnCap Limited may have under the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder.
Veritas Securities Limited is acting as joint broker to
eServGlobal Limited and is acting for no-one else in connection
with the contents of this announcement, and will not be responsible
to anyone other than to eServGlobal Limited for providing the
protections afforded to clients of Veritas Securities Limited nor
for providing advice in connection with the contents of this
announcement or any other matter referred to herein. Veritas
Securities Limited is not responsible for the contents of this
announcement.
Forward Looking Statements
This announcement contains certain forward looking statements
relating to the Company's future prospects, developments and
business strategies.
Forward looking statements are identified by their use of terms
and phrases such as "targets" "estimates", "envisages", "believes",
"expects", "aims", "intends", "plans", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative of those, variations or comparable expressions, including
references to assumptions.
These forward looking statements are based on current
expectations and are subject to risks and uncertainties which could
cause actual results to differ materially from those expressed or
implied by those statements. If one or more of these risk factors
or uncertainties materialises, or if the underlying assumptions
prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
These forward looking statements relate only to the position as
at the date of this announcement. Neither the Directors nor the
Company undertake any obligation to update forward looking
statements or risk factors, other than as required by the AIM Rules
for Companies or by the rules of any other applicable securities
regulatory authority, whether as a result of the information,
future events or otherwise.
Reasons for the Fundraising and use of proceeds
The aggregate net cash proceeds of the Fundraising are expected
to be GBP22.8 million.
As announced by the Company on 10 October 2017, the HomeSend
business opportunity has expanded beyond its initial investment
case and is showing strong momentum in its expanded focus on the
banking market with one of Asia's largest banks already sending
live transactions. The Company expects the HomeSend JV to shortly
make a capital call under the joint venture agreement and has
earmarked GBP8.5 million of the proceeds to fund the Company's
proportion of the cash call in respect of the short term cash flow
requirements for HomeSend and headroom for potential cash calls to
be made in the medium term.
In addition to supporting the funding requirements of HomeSend,
GBP2.5 million will be used to complete the rationalisation
exercise within the core business to create the target breakeven
point of approximately EUR12.0 million as announced on 10 October
2017. Cost reduction to date has been opportunistic and has enabled
reduced complexity of the business and historic contracts. The
completion of the rationalisation supports the Company's plans to
enter the 2018 financial year with an EBITDA breakeven point of an
estimated EUR12 million in annual revenues and supports the core
business's intention to right-size the simplified business around
high quality customers and contracts. As announced on 10 October
2017, the Company is expecting to achieve operational EBITDA
breakeven in the quarter to December 2017, with an overall FY17
EBITDA of between EUR(8.3)-(7.0) million or EUR(5.4)-(4.1) million
on an adjusted basis (adjusted to remove estimated PLC/corporate
costs). If the breakeven point of EUR12 million is achieved,
revenues of EUR12 million in 2018 should give the core business an
adjusted EBITDA of EUR2.4 million (adjusted to exclude estimate
PLC/corporate costs). The Directors believe that the core business
is now a self-sustaining business based on its current customer
base and the Company believes that completing this rightsize of the
core business will position it to be capable of realising M&A
value in 2018, should this be the desired course of action.
Approximately GBP11.0 million will be used to strengthen the
balance sheet through the repayment in its entirety, of the
outstanding Loan Facilities from the Lenders. GBP2.0 million will
be retained by the Company to support further working capital
requirements and transaction costs.
A presentation that was given in connection with the Firm
Placing, Institutional Offer and Clawback Placing is now available
on the Company's website: www.eservglobal.com.
The Firm Placing and the Institutional Offer
The Firm Placing comprises a placing of 53,272,003 New Ordinary
Shares at the Issue Price to institutional and other investors to
raise approximately GBP4.8 million (before expenses). The Firm
Placing Shares will be issued using part of the existing
authorities granted to the Directors under ASX Listing Rule
7.1.
The Institutional Offer comprises an offer of 175,706,717 New
Ordinary Shares at the Issue Price to Institutional Shareholders on
the basis of 1 New Ordinary Share for every 3 Existing Ordinary
Shares held by the Institutional Shareholders on 24 October 2017
(being the Record Date for the Retail Offer) or to the extent that
Institutional Shareholders did not take up their entitlements, to
other Institutional Shareholders and other investors to raise
approximately GBP15.8 million (before expenses).
The Firm Placing and the Institutional Offer (together, the
"Placings") are conditional, inter alia, on:
-- the conditions in the Placing Agreement relating to the
Placings being satisfied or (if applicable) waived and the Placing
Agreement not having been terminated in accordance with its terms
prior to Placing Admission; and
-- Placing Admission becoming effective by no later than 8.00
a.m. on 30 October 2017 (or such later time and/or date, being no
later than 8.00 a.m. on 20 December 2017 or such later time as the
Company and finnCap may agree).
The Placing Agreement contains customary warranties given by the
Company to finnCap as to matters relating to the Group and its
business and a customary indemnity given by the Company to finnCap
in respect of liabilities arising out of or in connection with the
Fundraising. finnCap is entitled to terminate the Placing Agreement
in certain circumstances prior to Placing Admission, including
circumstances where any of the warranties are found not to be true
or accurate in any material respect or were misleading in any
material respect or the occurrence of certain force majeure
events.
The Mandate Letter contains a customary indemnity given by the
Company to Veritas in respect of liabilities arising out of or in
connection with Veritas' appointment in relation to the Placings.
Veritas is entitled to terminate the Mandate Letter in certain
circumstances, including circumstances where the Company does not
provide all reasonable assistance to Veritas in connection with the
performance by Veritas of its functions under the Mandate Letter or
where the Company undergoes a change of control, goes into
liquidation, becomes insolvent or ceases to carry on its
business.
The Placing Shares will represent approximately 26.3 per cent.
of the entire issued share capital of the Company following Placing
Admission.
The Placing Shares will be issued credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after Placing Admission in respect of
Ordinary Shares and will otherwise rank on Placing Admission pari
passu in all respects with the existing Ordinary Shares. The
Placing Shares are not being made available to the public and are
not being offered or sold in any jurisdiction where it would be
unlawful to do so.
Subject to all relevant conditions set out in the Placing
Agreement being satisfied (or, if applicable, waived) on or before
Placing Admission, the Firm Placing Shares and the Institutional
Offer Shares will be issued and admitted to trading on AIM (in the
form of Depositary Interests) and the ASX (in CHESS) on 30 October
2017.
The Retail Offer and Clawback Placing
The Board has structured the Fundraising to allow Qualifying
Holders to subscribe for Ordinary Shares at the Issue Price on the
same basis as the Institutional Shareholders under the
Institutional Offer. In order to minimise transaction costs and to
avoid the need to publish an FCA approved prospectus, the total
consideration under the Retail Offer is lower than EUR5.0 million
(or the equivalent amount in aggregate).
Qualifying Holders, on and subject to the terms and conditions
of the Retail Offer, will be given the opportunity under the Retail
Offer to apply for any number of Retail Offer Shares at the Issue
Price, payable in full in cash on application, up to their pro rata
to their holdings on the following basis:
1 Retail Offer Share for every 3 Existing Ordinary Shares
held by Qualifying Holders at the Record Date and so in
proportion for any other number of Ordinary Shares then held.
For clarity for those Ordinary Shareholders who are in Australia
and New Zealand, the Retail Offer is a non-renounceable pro rata
entitlements offer, as that term is used in Australia, and will be
offered under section 708AA of the Corporations Act and the mutual
recognition laws in New Zealand.
The Retail Offer Shares will, when issued, rank pari passu in
all respects with the Existing Ordinary Shares.
Fractions of Retail Offer Shares will not be allotted to
Qualifying Holders in the Retail Offer and entitlements under the
Retail Offer will be rounded down to the nearest whole number of
Retail Offer Shares.
Qualifying Holders will not be able to make applications in
excess of their pro rata initial entitlement.
As part of the Retail Offer, the Retail Offer Shares are being
conditionally allocated by way of the Clawback Placing to
institutional and other investors at the Issue Price who have
agreed to subscribe for the Retail Offer Shares to the extent that
Qualifying Holders do not take up their Retail Offer Entitlements.
Consequently, subject to the Placing Agreement not being terminated
prior to admission of the Clawback Placing Shares, all of the
Retail Offer Shares will be issued irrespective of whether
Qualifying Holders subscribe for Retail Offer Shares.
The Clawback Placing has not been underwritten.
The Admission of the Retail Offer Shares being issued to
Qualifying Holders pursuant to the Retail Offer is conditional only
on Admission of the Institutional Offer Shares.
The Admission of Clawback Placing Shares to investors pursuant
to the Clawback Placing is conditional on:
-- the conditions in the Placing Agreement relating to the
Clawback Placing being satisfied or (if applicable) waived and the
Placing Agreement not having been terminated in accordance with its
terms prior to Retail Offer Admission; and
-- Retail Offer Admission (including admission of the Clawback
Placing Shares) becoming effective by no later than 8.00 a.m. (GMT)
on 20 November 2017 (or such later time and/or date, being no later
than 8.00 a.m. (GMT) on 20 December 2017 or such later time as the
Company and finnCap may agree).
The Retail Offer is not a rights issue, as that term is used in
England and Wales. Qualifying Depositary Interest Holders should
note that although the Retail Offer Entitlements will be admitted
to CREST and be enabled for settlement, applications in respect of
entitlements under the Retail Offer may only be made by the
Qualifying Holder originally entitled or by a person entitled by
virtue of a bona fide market claim raised by Euroclear UK &
Ireland's Claims Processing Unit. Qualifying Ordinary Shareholders
should note that the Application Form is not a negotiable document
and cannot be traded. Qualifying Holders should be aware that in
the Retail Offer, unlike in a rights issue (as this term is used in
England and Wales), any Retail Offer Shares not applied for will
not be sold in the market or placed for the benefit of Qualifying
Holders who do not apply under the Retail Offer.
Options
It is the current intention of the Non-executive Directors to
recommend shareholders approve the issue of additional share
options to directors (in an amount equivalent to approximately 5%
of the shares issued pursuant to the Fundraise) at the 2018 Annual
General Meeting on the following terms: (i) a strike price
equivalent to the Issue Price under the Fundraise; (ii) 5 year
options with vesting at 3 years based on performance hurdles.
Further details of any proposed issue of options will be provided
to shareholders in the notice for the 2018 Annual General
Meeting.
Admission, Settlement and CREST
Application will be made to the London Stock Exchange for each
of the Placing Shares, the Clawback Placing Shares and the Retail
Offer Shares to be admitted to trading on AIM and to the ASX for
each of the Placing Shares and the Retail Offer Shares to be
admitted to trading on the ASX. It is expected that Placing
Admission will become effective on 30 October 2017 and that
dealings in the Placing Shares will commence at 8.00 a.m. (GMT) on
that date and that Retail Offer Admission will become effective on
20 November 2017 and that dealings in the Retail Offer Shares and
Clawback Placing Shares will commence at 8:00 a.m. (GMT) on that
date.
If the Placings or Retail Offer do not proceed the Existing
Ordinary Shares will continue to be traded on AIM and the ASX.
Further details of how to apply for Retail Offer Shares will be
set out in the Retail Offer Booklet expected to be posted to
Qualifying Holders on 27 October 2017.
Expected Timetable of Principal Events
Announcement of the Fundraising 20 October 2017
Appendix 3B and notice under 20 October 2017
section 708AA(2)(f) of the
Corporations Act 2001 lodged
with the ASX
Ex-Entitlement Date (CREST) 20 October 2017
and trading halt on ASX
Trading resumes Ex-Entitlement 24 October 2017
on ASX
Record Date for entitlement 7.00 p.m. (AEDT) in
under the Retail Offer respect of Qualifying
Ordinary Shareholders
and 6.00 p.m. (BST)
in respect of Qualifying
Depositary Interest
Holders 24 October
2017
Publication and mailing of 27 October 2017
the Retail Offer Booklet
and personalised Application
Form
Retail Offer Entitlements 30 October 2017
credited to stock accounts
of Qualifying Depositary
Interest Holders
Issue date of Placing Shares 30 October 2017
and CHESS member accounts
credited with Placing Shares
(as applicable)
Admission and dealings in 8.00 a.m. 30 October
the Placing Shares commence 2017
on AIM and CREST accounts
credited with Placing Shares
(in Depositary Interest form)
Recommended latest time for 4.30 p.m. 5 November
requesting withdrawal of 2017
Retail Offer Entitlements
from CREST (to satisfy bona
fide market claim only)
Latest time and date for 3.00 p.m. on 7 November
depositing Retail Offer Entitlements 2017
into CREST (to satisfy bona
fide market claim only)
Last date to extend the closing 7 November 2017
date for Retail Offer
Closing date - latest time 11.00 a.m. on 10 November
and date for settlement of 2017
CREST application and payment
in full under the Retail
Offer
Closing date - latest time 5.00 p.m. (AEST) on
and date for receipt of completed 10 November 2017
Application Forms and payment
in full under the Retail
Offer
Announce the results of the 15 November 2017
Retail Offer
Ordinary Shares quoted on 17 November 2017
a deferred settlement basis
on the ASX
Issue date of Retail Offer 20 November 2017
Shares and CHESS member accounts
to be credited with Retail
Offer Shares
Admission and commencement 8.00 a.m. on 20 November
of dealings in Retail Offer 2017
Shares on AIM and CREST accounts
credited with Retail Offer
Shares (in Depositary Interest
form)
________________
Notes:
(1) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company, subject to the ASX Listing Rules
and the AIM Rules for Companies, in which event details of the new
times and dates will be notified by means of an announcement
through a Regulatory Information Service and on the company
announcements platform of the ASX.
(2) Unless otherwise stated, references to times in this
Announcement are to times in London.
(3) Different deadlines and procedures for return of forms may apply in certain cases.
Statistics
Number of Existing Ordinary
Shares in issue on the date
of this document (which excludes
the Placing Shares) 640,183,996
Issue Price GBP0.09 or A$0.15
Basis of Institutional Offer 1 New Ordinary
and Retail Offer Entitlements Share for every
3 Existing Ordinary
Shares held by
Institutional
Shareholders
and Qualifying
Holders
Number of Firm Placing Shares 53,272,003
Number of Institutional Offer
Shares 175,706,717
Number of Retail Offer Shares 37,687,946
Number of Ordinary Shares in
issue immediately following
Placing Admission(2) 869,162,716
Number of Ordinary Shares in
issue immediately following
Retail Offer Admission(1), (2) 906,850,662
Percentage of Enlarged Issued 25.2 per cent.
Share Capital represented by
the Placing Shares(1), (2)
Percentage of Enlarged Issued 4.2 per cent.
Share Capital represented by
the Retail Offer Shares(1),
(2)
Gross proceeds receivable by GBP24.0 million
the Company under the Fundraising(1),
(2)
Net proceeds receivable by the GBP22.8 million
Company under the Fundraising(1),
(2))
ISIN AU000000ESV3
Retail Offer Entitlement ISIN AU0000ESVAR5
AIM Symbol ESG
ASX Symbol ESV
________
Notes to Statistics:
(1) Assuming all of the Retail Offer Shares are issued under the Retail Offer.
(2) Assuming all of the Firm Placing Shares and Institutional
Offer Shares are issued under the Placings.
Definitions
In this announcement the following terms and expressions have
the following meanings unless the context requires otherwise.
References to the singular shall include references to the plural,
where applicable, and vice versa.
"GBP", "pounds", "pence" "sterling" the legal currency for the
time being of the United Kingdom
"Application Form" the application form accompanying the Retail
Offer Booklet (where appropriate) to be used by Qualifying Ordinary
Shareholders in connection with the Retail Offer
"AEST" Australian Eastern Standard Time
"AIM" AIM, the market of that name operated by the London Stock
Exchange
"AIM Rules for Companies" the rules and guidance for companies
whose shares are admitted to trading on AIM published by the London
Stock Exchange, as amended from time to time
"Application Form" the application form to accompany the Retail
Offer Booklet (where appropriate) to be used by Qualifying Ordinary
Shareholders in connection with the Retail Offer
"ASX" ASX Limited or, where the context requires, the Australian
Securities Exchange operated by ASX Limited
"AUS$" or "A$" Australian dollars
"Board" or "Directors" the directors of the Company from time to
time
"BST" British Summer Time
"CCSS" the CREST Courier and Sorting Service established by
Euroclear to facilitate, inter alia, the deposit and withdrawal of
securities
"CHESS" Australian Clearing House Electronic Subregister
System
"Clawback Placing" means the conditional placing of Retail Offer
Shares with other investors at the Issue Price to the extent that
Qualifying Holders do not take up their Retail Offer
Entitlements
"Clawback Placing Shares" the 37,687,946 New Ordinary Shares
conditionally placed (subject to clawback) pursuant to the
Clackback Placing
"Company" or "eServ" eServGlobal Limited (ABN 59 052 947
743)
"Computershare UK" Computershare Investor Services PLC
"Corporations Act" the Corporations Act 2001 (Cth)
"CREST" the computerised settlement system operated by
Euroclear, which facilitates the transfer of title to securities in
uncertificated form
"Depositary" Computershare Investor Services PLC acting in its
capacity as Depositary pursuant to the terms of the agreement for
the provision of depositing services entered into between the
Company and Computershare Investor Services PLC and, as relevant,
includes its nominee on the Company's register of members
"Depositary Interests" or "DIs" the depositary interests issued
by the Depositary representing an entitlement to an Ordinary Share
which may be traded through CREST in dematerialised form
"Enlarged Issued Share Capital" the entire issued Ordinary Share
capital of the Company immediately following Retail Offer Admission
comprising the Existing Ordinary Shares, the Placing Shares and the
Retail Offer Shares (assuming all of the Placing Shares are issued
under the Placings and all of the Retail Offer Shares are issued
under the Retail Offer)
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Ex-Entitlement Date" 20 October 2017
"Existing Ordinary Shares" the 640,183,996 Ordinary Shares in
issue at the Record Date (which excludes the Placing Shares)
"FCA" the Financial Conduct Authority, acting in its capacity as
competent authority in the United Kingdom pursuant to Part VI of
FSMA
"finnCap" finnCap Limited, which is authorised and regulated by
the FCA, the Company's nominated adviser and joint broker
"Firm Placing" the placing of the Firm Placing Shares pursuant
to the Placing Agreement
"Firm Placing Shares" the 53,272,003 Ordinary Shares
conditionally placed pursuant to the Firm Placing
"FSMA" the UK Financial Services and Markets Act 2000, as
amended from time to time
"Fundraising" the Firm Placing, the Institutional Offer and the
Retail Offer
"GMT" Greenwich Mean Time
"Group" the Company and its subsidiaries
"HomeSend" HomeSend CVBA, a limited cooperative company
incorporated in Belgium
"HomeSend JV" the joint venture between MasterCard/Europay U.K. Limited, the Company and BICS S.A. in relation to HomeSend
"Institutional Offer" the offer and placing of the Institutional
Offer Shares with Institutional Shareholders and other Investors
pursuant to the Placing Agreement
"Institutional Offer Shares" the 175,706,717 Ordinary Shares
conditionally offered and placed pursuant to the Institutional
Offer
"Institutional Shareholders" certain Existing Shareholders who,
together, held 527,120,158 Ordinary Shares on the Ex-Entitlement
Date representing 82.3 per cent. of the Existing Ordinary Shares
who have agreed to not participate in the Retail Offer
"ISIN" International Securities Identification Number
"Issue Price" 9 pence per New Ordinary Share or, for placees
procured by Veritas, AUS$0.15 (being 9 pence based on an exchange
rate of A$1.00: GBP0.60)
"Lenders" 1798 Volantis Fund Limited, acting through its
investment manager Lombard Odier Asset Management (USA) Corporation
and 1798 Volantis Catalyst Fund Limited, acting through its
investment manager Lombard Odier Asset Management (USA)
Corporation
"Loan Facilities" the facility agreement entered into between
the Lenders and the Company on 20 June 2017
"London Stock Exchange" London Stock Exchange plc
"Mandate Letter" the mandate letter dated 19 October between
Veritas and the Company relating to the Fundraising
"New Ordinary Shares" the new ordinary shares to be issued by
the Company in accordance with the Fundraising and "New Ordinary
Share" means one of them
"Ordinary Shares" ordinary shares in the capital of the
Company
"Overseas Shareholders" Shareholders and holders of Depositary
Interests who have registered addresses in, or who are resident or
ordinarily resident in, or are citizens of any Restricted
Jurisdictions
"Placing Admission" means admission of the Placing Shares to
trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules
"Placing Agreement" the conditional placing agreement dated 20
October 2017 entered into between the Company and finnCap relating
to the Fundraising
"Placing Shares" the Firm Placing Shares and the Institutional
Offer Shares
"Placings" the Firm Placing and the Institutional Offer
"Qualifying Depositary Interest Holders" holders of Depositary
Interests in respect of and representing Ordinary Shares as set out
on the register of Depositary Interest Holders of the Depositary on
the Record Date (other than Overseas Shareholders and Institutional
Shareholders)
"Qualifying Holders" Qualifying Ordinary Shareholders and
Qualifying Depositary Interest Holders
"Qualifying Ordinary Shareholders" holders of Ordinary Shares on
the register of members of the Company at the close of business on
the Record Date (other than Overseas Shareholders and Institutional
Shareholders)
"Record Date" 24 October 2017, at 7.00 p.m. (AEST) in respect of
Qualifying Ordinary Shareholders and at 6.00 p.m. (BST) in respect
of Qualifying Depositary Interest Holders
"Regulatory Information Service" or "RIS" one of the regulatory
information services authorised by the London Stock Exchange to
receive, process and disseminate regulatory information in respect
of AIM quoted companies
"Restricted Jurisdiction" each and any of Canada, Japan, the
Republic of Ireland and the United States
"Retail Offer" the offer made by the Company to Qualifying
Holders inviting them to apply to subscribe for the Retail Offer
Shares on the terms and subject to the conditions set out in the
Retail Offer Booklet and, where relevant, in the Application
Form
"Retail Offer Booklet" the Retail Offer Booklet containing the
terms and conditions of the Retail Offer to be mailed to Qualifying
Holders
"Retail Offer Entitlements" an entitlement of a Qualifying
Holder, pursuant to the Retail Offer, to apply for 1 Retail Offer
Share for every 3 Existing Ordinary Shares held by the Qualifying
Holder at the Record Date (and, to the extent that a Qualifying
Holder holds its Existing Ordinary Shares through a Depositary, the
Depositary shall ensure that the relevant Qualifying Holder is able
to take up its entitlement under the Retail Offer in Depositary
Interest form)
"Retail Offer Shares" 37,687,946 New Ordinary Shares which are
subject to the Retail Offer
"Retail Offer Admission" admission of the Retail Offer Shares
and the Clawback Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules
"Shareholders" the holders of Existing Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the FCA in its capacity as the competent
authority for the purposes of Part VI of FSMA
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and any other area subject to
its jurisdiction
"Veritas" Veritas Securities Limited
EXCHANGE RATE
Unless otherwise stated, the rates of exchange used for the
purpose of this announcement are:
GBP1.00 AUS$1.683
--------- ----------
GBP1.00 EUR1.1202
--------- ----------
APPIX 1
eServGlobal Limited (eServGlobal or the "Company")
$40m Accelerated Non-Renounceable Entitlement Offer and
Institutional Placement
Sydney: 20 October 2017
eServGlobal (LSE: ESG.L & ASX: ESV.AX), a pioneering digital
transactions technology company, is pleased to announce an
accelerated non-renounceable entitlement offer ("Entitlement
Offer") and institutional placement to raise approximately $40.0
million before costs.
The Entitlement Offer will entitle each eligible holder to
acquire, at an issue price of $0.15 per share ("Issue Price"), one
fully paid ordinary share for every three fully paid ordinary
shares held at 7:00pm (AEDT) on 24 October 2017 (Record Date) by
shareholders whose address on the Company's register of members is
in the United Kingdom, a member State of the European Union,
Australia or New Zealand. The Issue Price represents a discount of
10 per cent. to the closing mid-market price on AIM of 10 pence per
ordinary share as at 19 October 2017, being the latest practicable
date prior to the date of this announcement.
The maximum number of shares available under the Entitlement
Offer is 213,394,663. The number of shares to be issued under the
institutional placement is 53,272,003 ("Institutional Placement")
to raise approximately $8 million.
As an accelerated entitlement offer, the Entitlement Offer will
be conducted in two phases, an initial offer to selected
institutional holders ("Institutional Offer") with all other
eligible holders able to participate in a subsequent offer ("Retail
Offer"). The Institutional Offer will offer 175,706,717 new shares
and is expected to raise approximately $26.4 million. The Retail
Offer will comprise 37,687,946 new shares to raise approximately
$5.7 million. In order to minimise transaction costs and to avoid
the need to publish an FCA approved prospectus for the Retail Offer
in the United Kingdom and the member States of the European Union,
the total consideration under the Retail Offer is lower than EUR5
million (or an equivalent amount) in aggregate.
The Entitlement Offer is not underwritten but the directors
expect any shortfall under the Retail Offer to be placed with
institutional investors, subject to claw back, as a part of the
institutional bookbuild process. Participants in the Retail Offer
will not be entitled to apply for the shortfall.
The timetable for the proposed Entitlement Offer and
Institutional Placement is as follows:
Event Date
----------------------------------------- ----------------
Institutional Offer and Institutional 20 October 2017
Placement
Trading Halt commences
----------------------------------------- ----------------
Announcement of results of Institutional 24 October 2017
Offer and Institutional Placement
on the ASX
----------------------------------------- ----------------
Record Date 24 October 2017
Trading resumes on an ex-entitlement
basis on the ASX
----------------------------------------- ----------------
Offer documentation and personalised 27 October 2017
entitlement and acceptance forms
sent to eligible retail holders
Retail Offer opens
----------------------------------------- ----------------
Quotation of shares issued under 30 October 2017
Institutional Offer and Institutional
Placement
----------------------------------------- ----------------
Last day to extend Retail Offer 7 November 2017
close date
----------------------------------------- ----------------
Retail Offer close 10 November
2017
----------------------------------------- ----------------
Announce results of Retail Offer 15 November
2017
----------------------------------------- ----------------
(+) Quotation of (+) securities 20 November
issued under Retail Offer 2017
----------------------------------------- ----------------
Holding statements sent to retail 21 November
holders 2017
----------------------------------------- ----------------
The dates and times in the above timetable are indicative only
and refer to dates in Sydney, Australia. The Directors reserve the
right to change the timetable, without notice, subject to the
Corporations Act, the ASX Listing Rules and other applicable
laws.
Further details regarding the Entitlement Offer and the
Institutional Placement can be found in the investor presentation,
Appendix 3B and the notice under Section 708AA of the Corporations
Act released today. Further announcements will be made as required
during the Trading Halt via the Regulatory News Service for the AIM
market.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
About eServGlobal
eServGlobal (AIM:ESG, ASX:ESV) is a pioneering digital financial
transactions technology company, enabling financial and
telecommunications service providers to create smoother
transactions for their customers through deep technical expertise
and rapid implementation. Built on the latest technology platforms,
eServGlobal offers a range of transaction services including
digital wallets, commerce, remittance, recharge, rapid service
connection and business analytics. eServGlobal combines more than
30 years' experience, with an agile, future-focused mindset, to
align with the requirements of customers and partners around the
globe.
Together with MasterCard and BICS, eServGlobal is a joint
venture partner of the HomeSend global payment hub, enabling
cross-border transfer between bank accounts, cards, mobile wallets,
or cash outlets from anywhere in the world.
For further information, please contact:
eServGlobal Limited www.eservglobal.com
Tom Rowe, Company Secretary investors@eservglobal.com
Alison Cheek, VP Corporate Communications
Andrew Hayward, Chief Financial
Officer
finnCap Ltd (Nomad and Broker) www.finnCap.com
Corporate Finance T: +44 (0) 20 7220
Jonny Franklin-Adams / Anthony 0500
Adams / Hannah Boros
Corporate Broking
Tim Redfern/Richard Chambers
Alma PR (Financial Public Relations) www.almapr.co.uk
Hilary Buchanan / John Coles T: +44 (0) 208 004
4218
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Proposals or otherwise. The Retail
Offer will be implemented solely by means of the Retail Offer
Booklet. The Retail Offer Booklet and, where relevant, the
Application Form, will contain the full terms and conditions of the
Retail Offer.
The distribution of this announcement in or into jurisdictions
other than the United Kingdom or Australia may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Australia should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Subject
to certain exceptions, this announcement is not for release,
publication or distribution, directly or indirectly, in or into the
United States, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and joint broker to eServGlobal Limited and is acting for
no-one else in connection with the contents of this announcement,
and will not be responsible to anyone other than to eServGlobal
Limited for providing the protections afforded to clients of
finnCap Limited nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein. finnCap Limited is not responsible for the contents of this
announcement. This does not exclude or limit the responsibilities,
if any, which finnCap Limited may have under the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder.
Veritas Securities Limited is acting as broker to eServGlobal
Limited and is acting for no-one else in connection with the
contents of this announcement, and will not be responsible to
anyone other than to eServGlobal Limited for providing the
protections afforded to clients of Veritas Securities Limited nor
for providing advice in connection with the contents of this
announcement or any other matter referred to herein. Veritas
Securities Limited is not responsible for the contents of this
announcement.
Forward Looking Statements
This announcement contains certain forward looking statements
relating to the Company's future prospects, developments and
business strategies.
Forward looking statements are identified by their use of terms
and phrases such as "targets" "estimates", "envisages", "believes",
"expects", "aims", "intends", "plans", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative of those, variations or comparable expressions, including
references to assumptions.
These forward looking statements are based on current
expectations and are subject to risks and uncertainties which could
cause actual results to differ materially from those expressed or
implied by those statements. If one or more of these risk factors
or uncertainties materialises, or if the underlying assumptions
prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
These forward looking statements relate only to the position as
at the date of this announcement. Neither the Directors nor the
Company undertake any obligation to update forward looking
statements or risk factors, other than as required by the AIM Rules
for Companies or by the rules of any other applicable securities
regulatory authority, whether as a result of the information,
future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEMLBTTMBIBTTR
(END) Dow Jones Newswires
October 20, 2017 02:00 ET (06:00 GMT)
Eservglobal (LSE:ESG)
Historical Stock Chart
From Apr 2024 to May 2024
Eservglobal (LSE:ESG)
Historical Stock Chart
From May 2023 to May 2024