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ESG Eservglobal Limited

5.45
0.00 (0.00%)
03 May 2024 - Closed
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 Preliminary Final Report (3005S)

20/12/2016 7:00am

UK Regulatory


Eservglobal (LSE:ESG)
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From May 2019 to May 2024

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TIDMESG

RNS Number : 3005S

eServGlobal Limited

20 December 2016

Appendix 4E

Preliminary Final Report

for the year ended 31 October 2016

eServGlobal Limited

ABN 59 052 947 743

   1.    Reporting Period 

Current reporting period : Financial year ended 31 October 2016

Previous reporting period : Financial year ended 31 October 2015

   2.    Results (unaudited) for announcement to the market 
 
 Results                                                        A$ '000 
---------------------------------  ------------------------------------ 
 
   Revenue                             Down       16.6%   to    21,577 
 Loss after tax                        Down       32.8%   to   (21,742) 
 
 Loss after tax attributable 
  to members                           Down       32.6%   to   (21,938) 
 
 Dividends (distributions)           Amount per          Franked amount 
                                       security            per security 
                                                 ---------------------- 
 Current period 
  Interim dividend                     Nil c                0% 
  Final dividend                        Nil c               0% 
---------------------------------  ------------  ---------------------- 
 Previous corresponding period 
  Interim dividend                     Nil c                0% 
  Final dividend                        Nil c               0% 
---------------------------------  ------------  ---------------------- 
 
 Record date for determining                        N/A 
 entitlements to the dividend. 
                                   ------------------------------------ 
 
 
 
 
 
   Brief explanation of the figures above 
 
   The consolidated entity achieved sales revenue for 
   the year of $21.6 million (2015: $25.9 million). 
 
   Earnings before interest, tax, depreciation and amortisation 
   and goodwill impairment ("EBITDA") was a loss of $11.0 
   million, inclusive of foreign exchange gains of $3.6 
   million (2015: EBITDA loss of $22.9 million inclusive 
   of foreign exchange gains of $0.9 million). 
 
   The net result of the consolidated entity for the year 
   to 31 October 2016 was a loss after tax and minority 
   interest for the year of $21.7 million (2015: loss 
   after tax and minority interest of $32.4 million). 
   Included in this result was an income tax expense of 
   $0.6 million (2015: income tax expense of $2.1 million). 
   Loss per share was 6.0 cents (2015: loss per share 
   12.3 cents). 
 
   The operating cash flow for the year was a net outflow 
   of $12.0 million (2015: net outflow $15.7 million). 
   Total cash flow for the period was a net inflow of 
   $5.5 million inclusive of net proceeds from the issue 
   of shares of $18.3 million and proceeds from borrowings 
   of $6.8 million, offset by payment of debt restructuring 
   costs of $3.3 million and repayment of borrowings of 
   $4 million (2015: net inflow of $1.0 million inclusive 
   of net proceeds from the issue of shares of $5.5m and 
   proceeds from borrowings of $15.5m). Cash at 31 October 
   2016 was $9.4 million. 
 
 
   Subsequent Events 
 
   There has not been any matter or circumstance that 
   has arisen since the end of the financial year that 
   has significantly affected, or may significantly affect, 
   the operations of the Group, the results of those operations, 
   or the state of affairs of the Group in future financial 
   years. 
---------------------------------------------------------------- 
 
   3.    Consolidated statement of profit or loss and other comprehensive income 
 
                                                 Year Ended    Year Ended 
                                                   31 Oct 
                                                     2016      31 Oct 2015 
                                      Note          $'000         $'000 
                                                -----------  ------------- 
 Revenue                                             21,577         25,866 
 Cost of sales                                     (15,490)       (20,608) 
                                                -----------  ------------- 
 Gross profit                                         6,087          5,258 
 
 Fair value gain on derivative 
  financial liability                                     -          1,280 
 Foreign exchange gain                                3,621            883 
 Research and development 
  expenses                                          (1,284)          (931) 
 Sales and marketing expenses                       (5,612)        (7,008) 
 Administration expenses                            (9,148)       (18,522) 
 Share of loss of associate                         (4,638)        (3,831) 
 Earnings before interest, 
  tax, depreciation, amortisation 
  and goodwill impairment                          (10,974)       (22,871) 
 
 Amortisation expense                               (2,970)        (1,883) 
 Depreciation expense                                  (87)          (137) 
 Impairment of goodwill                                   -        (4,002) 
 Earnings before interest 
  and tax                                          (14,031)       (28,893) 
 
   Finance cost                              6      (7,115)        (1,356) 
 
 Loss before tax                                   (21,146)       (30,249) 
 
 Income tax expense                                   (596)        (2,125) 
                                                -----------  ------------- 
 
 Loss for the year                                 (21,742)       (32,374) 
                                                ===========  ============= 
 
 Other comprehensive income/(loss) 
 Items that may be reclassified 
  subsequently to profit or 
  loss: 
 Exchange differences arising 
  on the translation of foreign 
  operations (nil tax impact)                       (2,910)          4,297 
                                                -----------  ------------- 
 
 Total comprehensive (loss)/income 
  for the year                                     (24,652)       (28,077) 
                                                ===========  ============= 
 
 Loss attributable to: 
 Equity holders of the parent                      (21,938)       (32,540) 
 Non-controlling interest                               196            166 
                                                -----------  ------------- 
                                                   (21,742)       (32,374) 
                                                ===========  ============= 
 Total comprehensive (loss)/income 
  attributable to: 
 Equity holders of the parent                      (24,813)       (28,265) 
 Non-controlling interest                               161            188 
                                                -----------  ------------- 
                                                   (24,652)       (28,077) 
                                                ===========  ============= 
 Loss per share: 
 Basic (cents per share)                              (6.0)         (12.3) 
 Diluted (cents per share)                            (6.0)         (12.3) 
 
   4.    Consolidated statement of financial position 
 
                                         31 Oct 2016   31 Oct 2015 
                                  Note      $'000         $'000 
                                 -----  ------------  ------------ 
 Current Assets 
 Cash and cash equivalents         7           9,375         4,976 
 Trade receivables and work 
  in progress                      8          14,939        21,586 
 Other current assets             9(a)         3,037         8,160 
 Inventories                                      72            66 
 Current tax assets                              817           107 
                                        ------------  ------------ 
 Total Current Assets                         28,240        34,895 
 
 Non-Current Assets 
  Investment in associate          13         24,986        31,473 
 Property, plant and equipment                    32            84 
 Trade receivables                 8           1,596             - 
 Deferred tax assets                           1,062           976 
 Other intangible assets 
  - capitalised software 
  development                                  5,598         6,939 
 Other non-current assets         9(b)             -         3,456 
                                        ------------  ------------ 
 
 Total Non-Current Assets                     33,274        42,928 
                                        ------------  ------------ 
 
 Total Assets                                 61,514        77,823 
                                        ------------  ------------ 
 
 Current Liabilities 
 Trade and other payables          11         11,488        19,619 
 Borrowings                        12              -         3,000 
 Current tax payables                            280           235 
 Provisions                                    1,009         1,380 
 Deferred revenue                              1,692         1,286 
                                        ------------  ------------ 
 
 Total Current Liabilities                    14,469        25,520 
                                        ------------  ------------ 
 
 Non-Current Liabilities 
 Borrowings                        12         11,759        16,531 
 Other financial liabilities       10              -         2,058 
 Provisions                                      890           943 
                                        ------------  ------------ 
 Total Non-Current Liabilities                12,649        19,532 
                                        ------------  ------------ 
 
 Total Liabilities                            27,118        45,052 
                                        ------------  ------------ 
 
 Net Assets                                   34,396        32,771 
                                        ============  ============ 
 
 Equity 
 Issued capital                    5         142,276       116,074 
 Reserves                          5         (2,626)           174 
 Accumulated Losses                        (105,827)      (83,889) 
                                        ------------  ------------ 
 Parent entity interest                       33,823        32,359 
 Non-controlling interest                        573           412 
 Total Equity                                 34,396        32,771 
                                        ============  ============ 
 
   5.    Consolidated statement of changes in equity 
 
                                    Foreign        Share                     Attributable 
                                    Currency       Based                       to owners 
                        Issued     Translation    Payments    Accumu-lated      of the      Non-controlling 
                        Capital      Reserve      Reserve        Losses         parent          Interest       Total 
                         $'000        $'000        $'000          $'000          $'000           $'000          $'000 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 
 
 Balance at 1 
  November 
  2015                  116,074        (2,791)       2,965        (83,889)         32,359               412     32,771 
                      =========  =============  ==========  ==============  =============  ================  ========= 
 (Loss)/Profit 
  for the year                -              -           -        (21,938)       (21,938)               196   (21,742) 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  operations                  -        (2,875)           -               -        (2,875)              (35)    (2,910) 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Total comprehensive 
  loss for the year 
  (net of tax)                -        (2,875)           -        (21,938)       (24,813)               161   (24,652) 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Issue of new shares 
  (Note 5.1)             26,202              -           -               -         26,202                 -     26,202 
 Equity settled 
  payments                    -              -          75               -             75                 -         75 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Balance at 31 
  October 2016          142,276        (5,666)       3,040       (105,827)         33,823               573     34,396 
                      =========  =============  ==========  ==============  =============  ================  ========= 
 
 
 Balance at 1 
  November 
  2014                  110,574        (7,066)       2,911        (51,349)         55,070               224     55,294 
                      =========  =============  ==========  ==============  =============  ================  ========= 
 (Loss)/Profit 
  for the year                -              -           -        (32,540)       (32,540)               166   (32,374) 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  operations                  -          4,275           -               -          4,275                22      4,297 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Total comprehensive 
  loss for the year 
  (net of tax)                -          4,275           -        (32,540)       (28,265)               188   (28,077) 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Issue of new shares 
  (Note 5.1)              5,500              -           -               -          5,500                 -      5,500 
 Equity settled 
  payments                    -              -          54               -             54                 -         54 
                      ---------  -------------  ----------  --------------  -------------  ----------------  --------- 
 Balance at 31 
  October 2015          116,074        (2,791)       2,965        (83,889)         32,359               412     32,771 
                      =========  =============  ==========  ==============  =============  ================  ========= 
 
 
 
   5.1       Issue of new shares 

During the current year, the company issued a total of 374,409,944 shares (2015: 10,000,000), for proceeds of $26.202 million net of expenses (2015: $5.5 million). The shares were issued through private placement and open offer (non-renounceable rights issue) to shareholders as permitted under Australian and UK law at the issue price of $0.08 (4 pence) per share.

 
                                         31 October 
 Reconciliation of new shares issued:          2016 
                                              $'000 
 
   Gross cash proceeds from issue of 
   shares                                    19,609 
 Borrowings converted to equity (i)           7,940 
                                             27,549 
 Less: Share issue costs                    (1,347) 
                                        ----------- 
 Net proceeds of share capital issued        26,202 
                                        ----------- 
 

(i) 110,141,050 shares were issued at 4 pence to the lenders Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited as part of the debt restructure. Total of $7.94 million of the existing loan was converted to equity. Refer Note 12 for details on debt restructure.

   6.    Finance Costs 
 
                                              Year Ended         Year Ended 
                                                 31 Oct            31 Oct 
                                               2016 $'000        2015 $'000 
 Bank borrowings - interest                               90              214 
 Other entities - interest                             124                164 
 Shareholder loans: 
 - Interest                                         1,781                 617 
 - Amortisation of establishment costs 
  and premium                                          413                225 
 - Amortisation of prepaid share option 
  cost associated with the loan                        453                136 
 - Debt restructure fees                            3,250                   - 
 - Loss on extinguishment of borrowings             1,004                   - 
                                          ------------------  --------------- 
 
                                                    7,115              1,356 
                                          ------------------  --------------- 
 
 
   7.    Consolidated statement of cash flows 
 
                                              Year Ended     Year Ended 
                                              31 Oct 2016    31 Oct 2015 
                                                 $'000          $'000 
                                            -------------  ------------- 
 
           Cash Flows from Operating 
            Activities 
 Receipts from customers                           18,320         21,244 
 Payments to suppliers and 
  employees                                      (29,470)       (33,374) 
 Refund of research & development 
  tax credits                                         438              - 
 Interest and other finance 
  cost paid                                         (175)          (426) 
 Income tax paid                                  (1,159)        (3,148) 
 
 Net cash used in operating 
  activities                                     (12,046)       (15,704) 
                                            -------------  ------------- 
 
 Cash Flows From Investing 
  Activities 
 Escrow proceeds from HomeSend 
  business divestment                               5,133              - 
 Investment in HomeSend joint 
  venture company                                 (3,905)        (1,350) 
 Payment for property, plant 
  and equipment                                      (35)          (163) 
 Software development costs                       (1,548)        (2,758) 
 
 Net cash used in investing 
  activities                                        (355)        (4,271) 
                                            -------------  ------------- 
 
 Cash Flows From Financing 
  Activities 
 
 Proceeds from issue of shares                     19,609          5,788 
 Payment for share issue costs                    (1,347)          (288) 
 Payment of debt restructuring 
  costs                                           (3,250)              - 
 Proceeds from borrowings                           6,834         15,457 
 Repayment of borrowings                          (3,980)              - 
 
 Net cash provided by financing 
  activities                                       17,866         20,957 
                                            -------------  ------------- 
 
 Net increase in Cash and Cash 
  Equivalents                                       5,465            982 
 
 Cash At The Beginning Of The 
  Year                                              4,976          3,679 
 Effects of exchange rate changes 
  on the balance of cash held 
  in foreign currencies                           (1,066)            315 
                                            -------------  ------------- 
 
 Cash and Cash Equivalents 
  At The End Of The Year                            9,375          4,976 
                                            =============  ============= 
 
 
 
              7.1 Notes to the consolidated statement of cash 
               flows 
                                         31 Oct      31 Oct 
                                           2016       2015 
                                           $'000      $'000 
      a) Reconciliation of 
       cash 
  Cash and cash equivalents                 9,375    4,976 
                                       ----------  --------- 
 
 
 
                                          Year Ended   Year Ended 
                                            31 Oct       31 Oct 
                                              2016         2015 
                                             $'000        $'000 
 
      b) Reconciliation of loss 
       for the year to net cash 
       flows from operating activities 
 
  Loss for the year                         (21,742)     (32,374) 
  Depreciation of non-current 
   assets                                         87          137 
  Amortisation of non-current 
   assets                                      2,969        1,883 
  Foreign exchange (gain)/loss, 
   including changes in foreign 
   currency net assets and 
   liabilities                               (4,020)          370 
  Equity settled share-based 
   payments                                       75           54 
  Non-cash finance cost                        3,651          977 
      Non-operating finance cost               3,250            - 
  Share of loss of associate                   4,638        3,831 
  Fair value gain on derivative 
   financial liability                             -      (1,280) 
  (Increase)/decrease in 
   current income tax balances                 (666)      (1,798) 
  (Increase)/decrease in 
   deferred tax balances                        (86)          726 
  Impairment of goodwill                           -        4,002 
  Impairment loss recognised 
   on trade receivables and 
   work in progress                            (377)        7,193 
      Changes in net assets and 
       liabilities: 
      (Increase)/decrease in 
       assets: 
   - Trade receivables, work 
    in progress and other assets               1,938      (4,825) 
   - Inventories                                 (6)          106 
 
      Increase/(decrease) in 
       liabilities: 
   - Trade and other payables                (1,792)        4,840 
   - Provisions                                (371)          284 
   - Other liabilities                           406          170 
 
  Net cash used in operating 
   activities                               (12,046)     (15,704) 
                                         -----------  ----------- 
 

8. Trade receivables and work in progress

 
                                                 31 October   31 October 
                                                       2016         2015 
                                                      $'000        $'000 
      (a) Current trade receivables 
       and work in progress 
  Trade receivables                                   8,715       17,029 
  Less : Allowance for doubtful 
   debts                                            (3,733)      (5,514) 
 ---------------------------------------------  -----------  ----------- 
                                                      4,982       11,515 
 
  Work in progress                                   14,723       13,433 
  Less : Allowance for non-recoverability 
   and losses                                       (4,766)      (3,362) 
 ---------------------------------------------  -----------  ----------- 
                                                      9,957       10,071 
 
                                                     14,939       21,586 
 ---------------------------------------------  -----------  ----------- 
   (b) Non-current trade receivables 
 ---------------------------------------------  -----------  ----------- 
  Trade receivables                                   1,596            - 
 ---------------------------------------------  -----------  ----------- 
 

9. Other assets

 
                                      31 October   31 October 
                                            2016         2015 
                                           $'000        $'000 
      (a) Current 
  Deferred sales proceeds held 
   in escrow account (i)                       -        5,343 
  Prepayments                              1,149        1,117 
  Deposits and other current 
   assets                                  1,888        1,700 
                                           3,037        8,160 
 ----------------------------------  -----------  ----------- 
 
 
  (b) Non-current 
  Unamortised loan facility cost 
   (ii)                              -   3,456 
                                     -   3,456 
  ------------------------------------  ------ 
 
   (i)   Escrow funds were released on 3 April 2016. 

(ii) Unamortised loan facility cost as at 31 October 2015 included loan establishment cost (net of amortisation) of $0.334 million and fair value of share options issued associated with the loan (net of amortisation) of $3.122 million. On 6 June 2016, the terms of the existing loan were substantially modified under a Deed of Debt and Capital Restructure ("Deed") between the Company and its lenders Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited. Under the terms of the Deed the existing loans were replaced by a new loan facility and the share options associated with the existing loans were cancelled. Refer Note 12 for details.

The total unamortised facility costs have been written off as a result of the extinguishment and derecognition of the existing loan.

   10.    Other financial liabilities 

Derivative financial liability of $2.058 million in the prior year in relation to the fair value of options granted by the Company in connection with the shareholder loans from Alphagen Volantis Fund Limited and Alphagen Volantis Catalyst Fund Limited were derecognised upon the cancellation of the options as part of the loan restructure on 6 June 2016. Refer Note 12 for details.

   11.    Trade and other payables 
 
                                      31 October   31 October 
                                            2016         2015 
                                           $'000        $'000 
 
 Trade payables                            1,768        5,108 
 Balance due on partly paid shares 
  subscribed in associate company 
  (i)                                          -        4,059 
 Accruals and other payables               9,720       10,452 
                                          11,488       19,619 
-----------------------------------  -----------  ----------- 
 

(i) The balance due on the partly paid shares in the HomeSend joint venture company of 2.625 million Euros ($4.059 million) was paid on 3 April 2016.

12. Borrowings

 
                                        31 October   31 October 
                                              2016         2015 
                                             $'000        $'000 
      Interest bearing secured loans 
  Current (i)                                    -        3,000 
  Non-current (ii)                          11,759       16,531 
                                            11,759       19,531 
 ------------------------------------  -----------  ----------- 
 
 
             (i) The National Australia Bank loan of $3 
              million was repaid in full on 23 March 2016. 
              (ii) On 6 June 2016, the Company entered 
              into a Deed of Debt and Capital Restructure 
              ("Deed") with its lenders Alphagen Volantis 
              Fund Limited and Alphagen Volantis Catalyst 
              Fund Limited. Under the terms of the Deed, 
              the existing loan facility was replaced by 
              a new loan of $11.2 million (GBP 7 million) 
              accruing compound interest of 1% per month. 
              Total of $7.94 million (GBP 4.4 million) 
              of the existing loan was converted to equity 
              and a total 47,866,107 share options associated 
              with the existing loans were cancelled by 
              the lenders. Debt restructure fee of $3.25 
              million (GBP 1.8 million) was paid to the 
              lenders. The new loan including accrued interest 
              is due for repayment in June 2019. 
 

13. Investment in associate

Details of the material investment in associate at the end of the reporting period are as follows:

 
      Name            Principal           Place of        Proportion of ownership 
  of associate         activity         incorporation       interest and voting 
                                        and principal        rights held by the 
                                           place of                Group 
                                           business 
---------------  -------------------  ----------------  -------------------------- 
                                                         31 October    31 October 
                                                             2016          2015 
---------------  -------------------  ----------------  ------------  ------------ 
                  Provision 
 Homesend          of international 
  SCRL             mobile money        Brussels, 
  (i)              services             Belgium              35%           35% 
---------------  -------------------  ----------------  ------------  ------------ 
 

(i) HomeSend SCRL was formed on 3 April 2014. The directors have determined that the Group exercises significant influence over HomeSend SCRL by virtue of its 35% voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of directors of that company. The associate is accounted for using the equity method.

14. Net Tangible Assets per security

 
                       31 October   31 October 
                             2016         2015 
 Net tangible assets    4.5 cents     10 cents 
  per security 
--------------------  -----------  ----------- 
 

15. Dividends

 
                       Amount      Amount         Franked          Amount       Date 
                                      per          amount    per security      paid/ 
                                 security    per security      of foreign    payable 
                                                   at 30%          source 
                                                      tax        dividend 
                                                                           --------- 
 
   Interim dividend:      Nil         N/A             N/A             N/A        N/A 
   Current year 
 
   Previous year          Nil         N/A             N/A             N/A        N/A 
                                                                           --------- 
 
   Final dividend:        Nil         N/A             N/A             N/A        N/A 
   Current year 
 
   Previous year          Nil         N/A             N/A             N/A        N/A 
--------------------  -------  ----------  --------------  --------------  --------- 
 

There are no Dividend Reinvestment Plans.

16. Control gained over entities

N/A

16.1 Loss of control over entities

N/A

17. Subsequent Events

There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

18. Commentary on Results for the Period

Refer to the explanation of results in Section 2.

19. Accounts

This report is based on accounts which are in the process of being audited.

Director

   Print name:   JOHN CONOLEY                Date:   20 December 2016 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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