TIDMESG

RNS Number : 2047B

eServGlobal Limited

05 October 2015

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                                       Unlisted Options 
         issued or to be issued 
 
        Number of +securities 
         issued or to be issued 
         (if known) or maximum 
         number which may be 
 2       issued                                                     39,866,107 
                                                                   ------------------------------------------------------------------ 
 3      Principal terms of                                               Unlisted Options to acquire 
         the +securities (e.g.                                            one ordinary fully paid share 
         if options, exercise                                             in the capital of eServGlobal 
         price and expiry date;                                           Limited for each Unlisted Option 
         if partly paid +securities,                                      on the following terms: 
         the amount outstanding 
         and due dates for                                                Exercise Price: The lesser of: 
         payment; if +convertible                                          *    7.75 pence (GBP0.0775); and, 
         securities, the conversion 
         price and dates for 
         conversion)                                                       *    the volume weighted average price of the Depository 
                                                                                Interests in the Company trading on AIM in the 60 
                                                                                trading days commencing on 28 September 2015. 
 
 
 
                                                                          Exercise Period: 2 years commencing 
                                                                          on 5 October 2015. 
 
                                                                          Expiry Date: 5 October 2017. 
                                                                          In the event of a change in 
                                                                          control of eServGlobal Limited, 
                                                                          the options shall expire 30 
                                                                          days after eServGlobal Limited 
                                                                          notifies the optionholder of 
                                                                          the change of control. 
 
                                                                          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. 
 
                                                                          The Unlisted Options are transferable 
                                                                          by the optionholder. 
                                                                   ------------------------------------------------------------------ 
 
 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 consideration                                Nil 
                                                                   ------------------------------------------------------------------ 
 
        Purpose of the issue                                        Issued as consideration for 
         (If issued as consideration                                 the facilitation of the GBP5,000,000 
   6     for the acquisition                                         loan facility announced on 5 
         of assets, clearly                                          October 2015. 
         identify those assets) 
                                                                   -------------------------------------------------------------------- 
 
 6a     Is the entity an +eligible                                  No 
         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 
                                                                   -------------------------------------------------------------------- 
 
        The date the security                                       - 
  6b     holder resolution 
         under rule 7.1A was 
         passed 
                                                                   -------------------------------------------------------------------- 
 
        Number of +securities                                       - 
  6c     issued without security 
         holder approval under 
         rule 7.1 
                                                                   -------------------------------------------------------------------- 
 
        Number of +securities                                       - 
  6d     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 
                                                                   -------------------------------------------------------------------- 
 
        If +securities issued                                       - 
         under rule 7.1A, was 
   6g    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 
                                                                   -------------------------------------------------------------------- 
 
 6i     Calculate the entity's                                      Nil 
         remaining issue capacity 
         under rule 7.1 and 
         rule 7.1A - complete 
         Annexure 1 and release 
         to ASX Market Announcements 
                                                                   -------------------------------------------------------------------- 
 
 7        +Issue dates                                              5 October 2015 
           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 

(MORE TO FOLLOW) Dow Jones Newswires

October 05, 2015 04:06 ET (08:06 GMT)

           the +securities in                                                                        Fully Paid Ordinary 
 8         section 2 if applicable)                                 265,774,052                       Shares 
                                                                   -------------------------------  ----------------------------------- 
 
 
 
                                     Number        +Class 
                                    ------------  --------------------------- 
                                                   Options issued under 
                                                    the ESOP exercisable 
                                                    for $0.36. 
 
                                                    Unlisted Options 
 
                                                    Note: The 2,777,778 
                                                    GBP0.18 Options issued 
      Number and +class                             on 4 June 2015 were 
       of all +securities            6,771,945      forfeited by the holder 
       not quoted on ASX                            and cancelled unexercised 
       (including the +securities                   by the Company on 5 
 9     in section 2 if applicable)    39,866,107    October 2015. 
                                    ------------  --------------------------- 
 
 10   Dividend policy (in            N/A 
       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: 5 October 2015 

(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

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