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ESG Eservglobal Limited

5.45
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Eservglobal Limited LSE:ESG London Ordinary Share AU000000ESV3 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 5.45 5.40 5.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

eServGlobal Limited Appendix 3B - Executive Options (2640C)

12/04/2017 7:00am

UK Regulatory


Eservglobal (LSE:ESG)
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TIDMESG

RNS Number : 2640C

eServGlobal Limited

12 April 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

 
Name of entity 
eServGlobal Limited 
------------------- 
 
 
ABN 
59 052 947 743 
-------------- 
 

We (the entity) give ASX the following information.

Part 1 -- All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 
 1    +Class of +securities                                       Executive Options 
       issued or to be 
       issued 
 
      Number of +securities 
       issued or to be 
       issued (if known) 
       or maximum number 
 2     which may be issued                                        6,000,000 
                                                                 --------------------------------------------------------------- 
 3    Principal terms                                                       Unlisted options to acquire 
       of the +securities                                                   one ordinary fully paid 
       (e.g. if options,                                                    share in the capital 
       exercise price                                                       of eServGlobal Limited 
       and expiry date;                                                     for each Executive Option 
       if partly paid                                                       on the following terms: 
       +securities, the 
       amount outstanding                                                   Exercise Price: $0.21 
       and due dates 
       for payment; if                                                      Vesting Date: the earlier 
       +convertible securities,                                             of 13 March 2019 or the 
       the conversion                                                       date of 
       price and dates                                                       *    a sale of substantially all of the business, o 
       for conversion)                                                      r 
                                                                                  substantially all of the assets, of the Compan 
                                                                            y; or 
 
 
                                                                             *    A change of control of the Company. 
 
 
 
                                                                            Exercise Period: from 
                                                                            the Vesting Date to the 
                                                                            earlier of: 
                                                                            1. The Expiry Date; 
                                                                            2. The date the allotee 
                                                                            ceases as an employee 
                                                                            or Director of the Company 
                                                                            or a wholly owned subsidiary 
                                                                            of the Company due to: 
                                                                             *    his resignation or, 
 
 
                                                                             *    in the case of his employment, termination for 
                                                                                  breach; or 
 
 
                                                                            3. 90 days following 
                                                                            termination of the allotee's 
                                                                            employment or engagement 
                                                                            as a Director, or such 
                                                                            longer period (not exceeding 
                                                                            13 March 2022) as determined 
                                                                            by the Board, for any 
                                                                            other reason than those 
                                                                            stated in (2) above. 
 
                                                                            Expiry Date: 13 March 
                                                                            2022. 
 
                                                                            The Exercise Price or 
                                                                            the number of ordinary 
                                                                            fully paid shares in 
                                                                            respect to which the 
                                                                            option may be exercised 
                                                                            may be reorganised in 
                                                                            accordance with ASX Listing 
                                                                            Rule 7.22. 
 
                                                                            Terms are otherwise as 
                                                                            described in the Explanatory 
                                                                            Memorandum to the Company's 
                                                                            Notice of Annual General 
                                                                            Meeting dated 10 February 
                                                                            2017. 
                                                                 --------------------------------------------------------------- 
 4    Do the +securities                                          No 
      rank equally in 
      all respects from 
      the +issue date 
      with an existing 
      +class of quoted 
      +securities? 
 
      If the additional 
      +securities do 
      not rank equally, 
      please state: 
       *    the date from which they do 
 
 
       *    the extent to which they participate for the next 
            dividend, (in the case of a trust, distribution) or 
            interest payment 
 
 
       *    the extent to which they do not rank equally, other 
            than in relation to the next dividend, distribution 
            or interest payment 
                                                                 --------------------------------------------------------------- 
 
 5    Issue price or                                              Nil 
       consideration 
                                                                 --------------------------------------------------------------- 
 
 6    Purpose of the                                              Issued as part of the 
       issue                                                       remuneration of John 
       (If issued as                                               Conoley, Executive Chairman 
       consideration                                               and Andrew Hayward, Chief 
       for the acquisition                                         Financial Officer and 
       of assets, clearly                                          Executive Director as 
       identify those                                              approved by shareholders 
       assets)                                                     at the Annual General 
                                                                   Meeting of the Company 
                                                                   on 13 March 2017. 
                                                                 -------------------------------------------------------------------------------- 
 
 6a   Is the entity                                               No 
       an +eligible entity 
       that has obtained 
       security holder 
       approval under 
       rule 7.1A? 
 
       If Yes, complete 
       sections 6b - 
       6h in relation 
       to the +securities 
       the subject of 
       this Appendix 
       3B, and comply 
       with section 6i 
                                                                 -------------------------------------------------------------------------------- 
 
 6b   The date the security                                       - 
       holder resolution 
       under rule 7.1A 
       was passed 
                                                                 -------------------------------------------------------------------------------- 
 
 6c   Number of +securities                                       - 
       issued without 
       security holder 
       approval under 
       rule 7.1 
                                                                 -------------------------------------------------------------------------------- 
 
 6d   Number of +securities                                       - 
       issued with security 
       holder approval 
       under rule 7.1A 
                                                                 -------------------------------------------------------------------------------- 
 
 6e   Number of +securities                                       - 
       issued with security 
       holder approval 
       under rule 7.3, 
       or another specific 
       security holder 
       approval (specify 
       date of meeting) 
                                                                 -------------------------------------------------------------------------------- 
 
 6f   Number of +securities                                       - 
       issued under an 
       exception in rule 
       7.2 
                                                                 -------------------------------------------------------------------------------- 
 
 6g   If +securities                                              - 
       issued under rule 
       7.1A, was issue 
       price at least 
       75% of 15 day 
       VWAP as calculated 
       under rule 7.1A.3? 
       Include the +issue 
       date and both 
       values. Include 
       the source of 
       the VWAP calculation. 
                                                                 -------------------------------------------------------------------------------- 
 
 6h   If +securities                                              - 
       were issued under 
       rule 7.1A for 
       non-cash consideration, 
       state date on 
       which valuation 
       of consideration 
       was released to 
       ASX Market Announcements 
                                                                 -------------------------------------------------------------------------------- 
 
      Calculate the 
       entity's remaining 
       issue capacity 
       under rule 7.1 
       and rule 7.1A 
       - complete Annexure 
       1 and release 
       to ASX Market 
 6i    Announcements                                              34,198,981 
                                                                 -------------------------------------------------------------------------------- 
 
 7      +Issue dates                                              12 April 2017 
         Note: The issue 
         date may be prescribed 
         by ASX (refer 
         to the definition 
         of issue date 
         in rule 19.12). 
         For example, the 
         issue date for 
         a pro rata entitlement 
         issue must comply 
         with the applicable 
         timetable in Appendix 
         7A. 
         Cross reference: 
         item 33 of Appendix 
         3B. 
 
                                                                  Number                                                         +Class 
                                                                 -------------------------------------------------------------  ----------------- 
        Number and +class 
         of all +securities 
         quoted on ASX 
         (including the 
         +securities in                                                                                                          Ordinary Fully 
 8       section 2 if applicable)                                 640,183,996                                                    Paid Shares 
                                                                 -------------------------------------------------------------  ----------------- 
 
 
 
                               Number        +Class 
                              ------------  ------------------- 
                                             Options issued 
                                              under the ESOP 
                                              exercisable for 
      Number and +class        3,590,000      $0.36. 
       of all +securities 
       not quoted on                          Executive Options 
       ASX (including           11,000,000    exercisable for 
       the +securities                        $0.21. 
       in section 2 if 
 9     applicable)              4,375,000     Employee Options. 
                              ------------  ------------------- 
 
 10   Dividend policy          N/A 
       (in the case of 
       a trust, distribution 
       policy) on the 
       increased capital 
       (interests) 
                              --------------------------------- 
 

Part 2 -- Pro rata issue

Items 11 to 33 are not applicable

 
 11   Is security holder 
       approval required? 
 
 
 12   Is the issue renounceable 
       or non-renounceable? 
 
 
 13   Ratio in which 
       the +securities 
       will be offered 
 
 14   +Class of +securities 
       to which the offer 
       relates 
 
 
 15   +Record date to 
       determine entitlements 
 
 
 16   Will holdings 
       on different registers 
       (or subregisters) 
       be aggregated 
       for calculating 
       entitlements? 
 
 
 17   Policy for deciding 
       entitlements in 
       relation to fractions 
 
 
 18   Names of countries 
       in which the entity 
       has security holders 
       who will not be 
       sent new offer 
       documents 
       Note: Security 
       holders must be 
       told how their 
       entitlements are 
       to be dealt with. 
       Cross reference: 
       rule 7.7. 
 
 
 19   Closing date for 
       receipt of acceptances 
       or renunciations 
 
 
 
 
 20   Names of any underwriters 
 
 
 21   Amount of any 
       underwriting fee 
       or commission 
 
 
 22   Names of any brokers 
       to the issue 
 
 
 23   Fee or commission 
       payable to the 
       broker to the 
       issue 
 
 
 24   Amount of any 
       handling fee payable 
       to brokers who 
       lodge acceptances 
       or renunciations 
       on behalf of security 
       holders 
 
 
 25   If the issue is 
       contingent on 
       security holders' 
       approval, the 
       date of the meeting 
 
 
 26   Date entitlement 
       and acceptance 
       form and offer 
       documents will 
       be sent to persons 
       entitled 
 
 
 27   If the entity 
       has issued options, 
       and the terms 
       entitle option 
       holders to participate 
       on exercise, the 
       date on which 
       notices will be 
       sent to option 
       holders 
 
 
 28   Date rights trading 
       will begin (if 
       applicable) 
 
 
 29   Date rights trading 
       will end (if applicable) 
 
 
 30   How do security 
       holders sell their 
       entitlements in 
       full through a 
       broker? 
 
 
 31   How do security 
       holders sell part 
       of their entitlements 
       through a broker 
       and accept for 
       the balance? 
 
 
 
 
 32   How do security 
       holders dispose 
       of their entitlements 
       (except by sale 
       through a broker)? 
 
 
 33   +Issue date 
 
 

Part 3 -- Quotation of securities

You need only complete this section if you are applying for quotation of securities

 
 34    Type of +securities 
        (tick one) 
 (a)   X   +Securities described in Part 1 
 
 
 
 (b)     All other +securities 
          Example: restricted securities at the 
          end of the escrowed period, partly 
          paid securities that become fully paid, 
          employee incentive share securities 
          when restriction ends, securities issued 
          on expiry or conversion of convertible 
          securities 
 

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

 
 Tick to indicate you 
  are providing the information 
  or documents 
 
 
 35     If the +securities are +equity securities, 
         the names of the 20 largest holders 
         of the additional +securities, and 
         the number and percentage of additional 
         +securities held by those holders 
 
 36     If the +securities are +equity securities, 
         a distribution schedule of the additional 
         +securities setting out the number 
         of holders in the categories 
         1 - 1,000 
         1,001 - 5,000 
         5,001 - 10,000 
         10,001 - 100,000 
         100,001 and over 
 
 37     A copy of any trust deed for the additional 
         +securities 
 

Entities that have ticked box 34(b)

 
 38   Number of +securities 
       for which +quotation 
       is sought 
 
 39   +Class of +securities 
       for which quotation 
       is sought 
                                                                  --------- 
 
 40   Do the +securities 
       rank equally in 
       all respects from 
       the +issue date 
       with an existing 
       +class of quoted 
       +securities? 
 
       If the additional 
       +securities do 
       not rank equally, 
       please state: 
        *    the date from which they do 
 
 
        *    the extent to which they participate for the next 
             dividend, (in the case of a trust, distribution) or 
             interest payment 
 
 
        *    the extent to which they do not rank equally, other 
             than in relation to the next dividend, distribution 
             or interest payment 
 
 41   Reason for request 
       for quotation 
       now 
       Example: In the 
       case of restricted 
       securities, end 
       of restriction 
       period 
 
       (if issued upon 
       conversion of 
       another +security, 
       clearly identify 
       that other +security) 
                                                                  --------- 
 
                                                                   Number   +Class 
                                                                  -------  --------- 
 42   Number and +class 
       of all +securities 
       quoted on ASX 
       (including the 
       +securities in 
       clause 38) 
                                                                  -------  --------- 
 
 

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

   2          We warrant the following to ASX. 

-- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

   --           There is no reason why those +securities should not be granted +quotation. 

-- An offer of the (+) securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

-- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

-- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 12 April 2017

(Company Secretary)

   Print name:          Tom Rowe 

== == == == ==

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

 
                         Rule 7.1 - Issues exceeding 15% of capital 
------------------------------------------------------------------------------------------- 
 Step 1: Calculate "A", the base figure from 
  which the placement capacity is calculated 
------------------------------------------------------------------------------------------- 
 Insert number of fully 
  paid +ordinary securities 
  on issue 12 months 
  before the +issue date 
  or date of agreement 
  to issue                                                       265,774,052 
--------------------------------------------------------------  --------------------------- 
 Add the following:                                              31,866,107 Ordinary 
   *    Number of fully paid +ordinary securities issued in       Fully Paid Shares issued 
        that 12 month period under an exception in rule 7.2       on 16 June 2016- approved 
                                                                  by shareholders under 
                                                                  ASX Listing Rule 7.4 
   *    Number of fully paid +ordinary securities issued in       on 22 July 2016. 
        that 12 month period with shareholder approval            268,133,893 Ordinary 
                                                                  Fully Paid Shares issued 
                                                                  on 25 July 2016- approved 
   *    Number of partly paid +ordinary securities that           by shareholders on 
        became fully paid in that 12 month period                 22 July 2016. 
                                                                  20,645,928 Ordinary 
                                                                  Fully Paid Shares issued 
  Note:                                                           on 8 August 2016- Listing 
   *    Include only ordinary securities here - other classes     Rule 7.2 Exception 
        of equity securities cannot be added                      1 and Exception 3 apply. 
 
 
   *    Include here (if applicable) the securities the 
        subject of the Appendix 3B to which this form is 
        annexed 
 
 
   *    It may be useful to set out issues of securities on 
        different dates as separate line items 
--------------------------------------------------------------  --------------------------- 
 Subtract the number 
  of fully paid +ordinary 
  securities cancelled 
  during that 12 month 
  period                                                         0 
--------------------------------------------------------------  --------------------------- 
 "A"                                                             586,419,980 
--------------------------------------------------------------  --------------------------- 
 
 
 Step 2: Calculate 15% of "A" 
----------------------------------------------------------------------------------------- 
 "B"                                                            0.15 
                                                                 [Note: this value cannot 
                                                                 be changed] 
-------------------------------------------------------------  -------------------------- 
 Multiply "A" by 0.15                                           87,962,997 
-------------------------------------------------------------  -------------------------- 
 Step 3: Calculate "C", the amount of placement 
  capacity under rule 7.1 that has already 
  been used 
----------------------------------------------------------------------------------------- 
 Insert number of +equity 
  securities issued or 
  agreed to be issued 
  in that 12 month period 
  not counting those 
  issued: 
   *    Under an exception in rule 7.2 
 
 
   *    Under rule 7.1A 
 
 
   *    With security holder approval under rule 7.1 or rule 
        7.4 
 
 
  Note: 
   *    This applies to equity securities, unless 
        specifically excluded - not just ordinary securities 
 
 
   *    Include here (if applicable) the securities the 
        subject of the Appendix 3B to which this form is 
        annexed 
 
 
   *    It may be useful to set out issues of securities on 
        different dates as separate line items                  53,764,016 
-------------------------------------------------------------  -------------------------- 
 "C"                                                            53,764,016 
-------------------------------------------------------------  -------------------------- 
 Step 4: Subtract "C" from ["A" x "B"] to 
  calculate remaining placement capacity under 
  rule 7.1 
----------------------------------------------------------------------------------------- 
 "A" x 0.15 
  Note: number must be 
  same as shown in Step 
  2                                                             87,962,997 
-------------------------------------------------------------  -------------------------- 
 Subtract "C" 
  Note: number must be 
  same as shown in Step 
  3                                                             53,764,016 
-------------------------------------------------------------  -------------------------- 
 Total ["A" x 0.15] 
  - "C"                                                         34,198,981 
-------------------------------------------------------------  -------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

April 12, 2017 02:00 ET (06:00 GMT)

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