TIDMESG
RNS Number : 1437U
eServGlobal Limited
20 October 2017
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
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