eServGlobal Limited Non Renounceable Entitlement Offer and Placement (1437U)

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                  [e-mail] 
  Alison Cheek, VP Corporate Communications 
  Andrew Hayward, Chief Financial 
  Officer 
 finnCap Ltd (Nomad and Broker)               www.finnCap.com 
  Corporate Finance                            T: [phone] 
  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: [phone] 
                                               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

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October 20, 2017 02:00 ET (06:00 GMT)