ESG Eservglobal Limited

RNS Number:0408T
eServGlobal Limited
24 October 2005




Sydney, Australia - 24 October 2005


eServGlobal acquisition of Ferma - Acquisition Agreements signed and Admission
Document issued.

ESG shares expected to re-commence trading on AIM today.

eServGlobal Limited (ASX: ESV and LSE: ESG), today provides full details of its
proposed acquisition of Ferma S.A. (www.ferma.fr) (the "Acquisition").  Detailed
information is provided in the formal Admission Document issued by the company
on Friday 21 October 2005.

Key points:

*  Deal will substantially increase the end-to-end breadth of the
   existing eServGlobal solutions.

*  Expands eServGlobal's existing capabilities in the areas of network
   evolution, convergent charging and next generation messaging.

*  Target company is already profitable, and is larger than eServGlobal.

*  Brings over 60 telecommunications carrier customers in 40 countries,
   with no overlap with existing eServGlobal customers.

*  Acquisition agreements signed, due diligence completed and Admission
   Document issued.

*  Trading in ESG shares expected to re-commence on AIM today.

*  Acquisition remains subject to shareholder approval at EGM on 28
   October 2005, and expected to complete on 31 October 2005.

With the issue of the Admission Document, eServGlobal has today applied for the
immediate re-activation of its shares on the AIM Market of the London Stock
Exchange. eServGlobal's shares have been suspended on AIM as  required under the
AIM Rules since the first announcement of the proposed acquisition on 29
September, pending the issue of the Admission Document.

eServGlobal completed its due diligence and entered into the acquisition
agreements on 21 October 2005 to acquire all of the issued share capital of
Ferma for a total consideration of Euro38 million (approximately #26 million), on a
debt and cash free basis.  The Acquisition will be partly funded by a placing of
54,782,609 new ordinary shares at 46 pence per share to raise approximately
#25.2 million (approximately Euro37 million), before expenses (the "Placing"). The
Placing is fully underwritten by Numis Securities Limited.



In addition, in order to provide further working capital to the enlarged group,
the Company has conditionally agreed to issue additional shares for a total
consideration of approximately #1.12 million simultaneous with the issue of the
placing shares.  Guinness Peat Group PLC has agreed to subscribe, or for its
nominee to subscribe, for 1,226,415 of the additional shares and Bell Potter
Securities Limited has agreed to subscribe for the remaining 1,200,000
additional shares, each at 46 pence per share.  The issue of the additional
shares is not underwritten by Numis but is conditional on completion of both the
Placing and the Acquisition.




Information on Ferma and the Acquisition



Ferma supplies over 60 telecommunication companies in more than 40 countries. A
range of solutions are provided from products Ferma has developed on its open "
Divaphone" platform for fixed, mobile and internet infrastructure on all
networks.

The Directors believe the Acquisition will create opportunities to



*         Deliver operating efficiencies to most parts of the enlarged group;

*         Cross sell to customers of Ferma and eServGlobal respectively;

*         Realise the benefits of complementary activities;

*         Benefit from economies of scale;

*         Enhance product development activities; and

*         Improve profitability and cash flow.



As a result of this acquisition, eServGlobal would have the possibility to
immediately increase its worldwide market share and to speed growth through
offering a larger breadth of integrated solutions across the combined customer
base.



Detailed financial information on Ferma for the financial years ended 31 August
2003, 2004 and 2005 is contained in the Admission Document, copies of which are
available from the Company's registered office and the offices of Numis
Securities Limited, Cheapside House, 138 Cheapside, London EC2V 6LH.



Current trading

For the quarter ended 30 September 2005, eServGlobal traded in line with the
Directors' expectations.  The Directors believe that the opportunity to acquire
Ferma will enhance the group's prospects and look forward to the future with
confidence.

The Director's believe Ferma's business to be subject to the same influences as
eServGlobal's and against this backdrop, are satisfied with Ferma's current
trading, which is in line with Ferma's management's expectations.



Placing and Admission details



Owing to the size of its shareholding in the Company, Guinness Peat Group PLC
which together with its subsidiaries, holds approximately 22.04 per cent of the
Existing Ordinary Shares, is a related party of the Company for the purposes of
the AIM Rules.  Under the Placing, GPG Nominees Australia Limited, a subsidiary
of Guinness Peat Group PLC has agreed to subscribe for 5,942,935 of the Placing
Shares at the Placing Price and Guinness Peat Group PLC has also agreed to
subscribe for a further 1,226,415 of the additional shares at 46 pence per
share.



The AIM Rules require eServGlobal to obtain approval from shareholders to the
Acquisition because it constitutes a reverse takeover under those rules.
eServGlobal is also required to obtain shareholder approval to the issue of the
placing shares under the ASX Listing Rules because those placing shares
represent more than 15% of eServGlobal's total issued capital.  The Company has
convened a meeting of its shareholders to obtain approval for the Acquisition
and the issue of placing shares to be held in Sydney, Australia on 28 October
2005.  If, following approval from shareholders, the Acquisition proceeds and
the new shares are issued, the existing admission of eServGlobal's ordinary
shares to trading on to AIM will be cancelled and the Company will be obliged to
apply for readmission of its enlarged issued share capital to trading on AIM,
which is expected to take place on 31 October 2005.

About eServGlobal

eServGlobal Limited (ASX:ESV & LSE:ESG) delivers Better Network Intelligence.
eServGlobal specializes in independent and flexible network intelligence systems
so that enhanced telecoms services can be launched and individualized faster.



eServGlobal's systems are deployed in the networks of leading operators
worldwide and support over 200 million revenue-generating calls every day.



Headquartered in Sydney, Australia, eServGlobal has operations in Belgium,
Denmark, Germany, India, Indonesia, the Netherlands, New Zealand, Poland, Hong
Kong and the UK.



More information can be found at: http://www.eservglobal.com





Ian Buddery
Executive Chairman
eServGlobal Limited



Phone:  +61 2 9364 2700





___END___


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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