eServGlobal Limited Section 708AA(2)(f) Notice (1439U)

TIDMESG

RNS Number : 1439U

eServGlobal Limited

20 October 2017

eServGlobal Limited (eServGlobal or the "Company")

SECTION 708AA NOTICE

Sydney: 20 October 2017

eServGlobal (LSE: ESG.L & ASX: ESV.AX), a pioneering digital transactions technology company "(eServGlobal" or "the Company"), gives notice in accordance with Section 708AA(2)(f) of the Corporations Act, 2001 ("the Act") as modified by the Australian Securities and Investments Commission Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ("ASIC Instrument 2016/84") that:

1. The Company will offer to issue without disclosure to investors under Part 6D.2 of the Act 213,394,663 fully paid ordinary shares (Shares) at an issue price of $0.15 per share under a non-renounceable entitlement offer on the basis of one fully paid ordinary share for every 3 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 (Open Offer).

2. This notice is being given under section 708AA(2)(f) of the Act as modified by ASIC Instrument 2016/84.

   3.         As at 20 October 2017, eServGlobal has complied with: 

(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

   (b)           section 674 of the Corporations Act. 
   4.         As at 20 October 2017, there is no information: 

(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

(b) that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of eServGlobal; or

   (ii)           the rights and liabilities attaching to the new Shares. 

5. The Open Offer is not expected to have any material effect on the control of eServGlobal as the current substantial shareholders are expected to maintain their voting power.

Investors should note the following:

(a) The Open Offer is conducted as an accelerated non-renounceable entitlement offer with the Directors expecting to place any shortfall arising from the institutional component of the Open Offer with new and existing institutional investors.

(b) The Directors expect to place any shortfall arising from the retail component of the Open Offer, subject to clawback, with institutional investors. Holders eligible to participate in the retail component of the Open Offer will not be entitled to apply for the shortfall.

(c) The proportional interests of eligible shareholders who do not take up all of their entitlements under the Open Offer will be reduced.

(d) The Open Offer is being conducted in conjunction with an institutional placement. Due to the dilution created by the institutional placement, all existing investors who did not participate in the institutional placement will be have their shareholding diluted even though they may take up all their entitlement to new Shares under the Open Offer.

(e) The proportional interests of shareholders with registered addresses outside the United Kingdom, a member State of the European Union, Australia or New Zealand will be reduced because those shareholders are not entitled to participate in the Open Offer.

(f) The Open Offer is not a rights issue to which Section 611 Item 10 of the Act applies. Accordingly, no person may increase their voting power beyond that permitted by Section 606 of the Act, unless an exception applies.

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                   www.eservglobal.com 
 Tom Rowe, Company Secretary   [e-mail] 
 

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)