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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 |
TIDMESG
RNS Number : 6041G
eServGlobal Limited
09 August 2016
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 Employee Options issued 2 Number of +securities 2,000,000 Executive Options issued or to be 6,550,000 Employee Options issued (if known) or maximum number which may be issued --------------------------------------------------------------- 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 Option on the if partly paid following terms: +securities, the amount outstanding Exercise Price: $0.21 and due dates for payment; if Vesting Date: the earlier +convertible securities, of 8 August 2018 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 8 August 2021) as determined by the Board, for any other reason than those stated in (2) above. Expiry Date: 8 August 2021. 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 Extraordinary General Meeting dated 22 June 2016. --------------------------------------------------------------- 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 Executive Options- Issued issue as part of the remuneration (If issued as of John Conoley, Executive consideration Chairman as approved for the acquisition by shareholders at the of assets, clearly Extraordinary General identify those Meeting of the Company assets) on 22 July 2016. Employee Options- Issued as part of the remuneration of senior management as approved by shareholders at the Extraordinary General Meeting of the Company on 22 July 2016. ---------------------------------------------------------------------------------- 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 87,962,997 ---------------------------------------------------------------------------------- 7 +Issue dates 8 August 2016 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 Fully Paid 8 section 2 if applicable) 586,419,980 Ordinary Shares ------------------------------------------------------------- ------------------- Number +Class ----------- ------------------- Options issued Number and +class under the ESOP of all +securities 5,640,000 exercisable for not quoted on $0.36. ASX (including the +securities 5,000,000 Executive Options in section 2 if 9 applicable) 6,550,000 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) +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: 9 August 2016
(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 Nil 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 ------------------------------------------------------------- -------------------------- "C" 0 ------------------------------------------------------------- -------------------------- 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 0 ------------------------------------------------------------- -------------------------- Total ["A" x 0.15] 87,962,997 - "C" [Note: this is the remaining placement capacity under rule 7.1] ------------------------------------------------------------- --------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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August 09, 2016 02:01 ET (06:01 GMT)
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