TIDMESG
RNS Number : 5188R
eServGlobal Limited
15 June 2018
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 Performance Options
issued or to be issued
Number of +securities
issued or to be issued
(if known) or maximum
number which may be
2 issued 15,000,000
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 Option on the
if partly paid +securities, following terms:
the amount outstanding
and due dates for Exercise Price: GBP0.09
payment; if +convertible
securities, the conversion Testing Date: the earlier of
price and dates for 30 September 2020 or the date
conversion) of:
* a sale of substantially all of the business, o
r
substantially all of the assets, of the Compan
y; or
* A change of control of the Company.
Exercise Period: Subject to
satisfaction of the Performance
Conditions and the Tenure Conditions,
from the Testing Date to the
Expiry Date:
Expiry Date: 31 October 2022.
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 complete terms and conditions,
including the Performance Conditions
and Tenure Conditions are as
described in the Explanatory
Memorandum to the Company's
Notice of Annual General Meeting
dated 16 April 2018.
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 part of the remuneration
(If issued as consideration of the Executive Chairman and
6 for the acquisition Chief Financial Officer.
of assets, clearly
identify those assets)
Is the entity an +eligible Yes
entity that has obtained
6a 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 17 May 2018
holder resolution
6b under rule 7.1A was
passed
Number of +securities Nil
issued without security
6c holder approval under
rule 7.1
Number of +securities Nil
issued with security
6d holder approval under
rule 7.1A
Number of +securities 12,000,000 Performance Options
issued with security pursuant to approval obtained
6e holder approval under under Listing Rule 10.14 on
rule 7.3, or another 17 May 2018
specific security
holder approval (specify
date of meeting)
Number of +securities Nil
issued under an exception
6f in rule 7.2
If +securities issued Not Applicable
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.
If +securities were -
issued under rule
6h 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
6i to ASX Market Announcements 226,712,665
7 +Issue dates 15 June 2018
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 Ordinary Fully
8 section 2 if applicable) 906,850,662 Paid Shares
-----------------------------------
Number +Class
9 Number and +class 11,000,000 Executive Options exercisable
of all +securities for $0.21
not quoted on ASX
(including the +securities 7,225,000 Employee Options exercisable
in section 2 if applicable) for $0.21
15,000,000 Performance Options
exercisable for GBP0.09
-------------------------------------------
10 Dividend policy (in N/A
the case of a trust,
distribution policy)
on the increased capital
(interests)
Part 2 -- Pro rata issue
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: 15 June 2018
(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 640,183,996
--------------------------------------------------
Add the following:
* Number of fully paid +ordinary securities issued in 213,177,639 (2017 pro rata
that 12 month period under an exception in rule 7.2 entitlements offer)
53,272,003 Institutional Placement
217,024 Clawback Placement
* Number of fully paid +ordinary securities issued in
that 12 month period with shareholder approval
* Number of partly paid +ordinary securities that
became fully paid in that 12 month period
Note:
* Include only ordinary securities here - other classes
of equity securities cannot be added
* 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" 906,850,662
--------------------------------------------------
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be
changed]
-------------------------------------------
Multiply "A" by 0.15 136,027,599
-------------------------------------------
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" Nil
-------------------------------------------
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 2 136,027,599
-------------------------------------------
Subtract "C" Nil
Note: number must be same
as shown in Step 3
-------------------------------------------
Total ["A" x 0.15] - "C" 136,027,599
[Note: this is the remaining
placement capacity under rule
7.1]
-------------------------------------------
Part 2
Rule 7.1A - Additional placement capacity for eligible
entities
Step 1: Calculate "A", the base figure from which the
placement capacity is calculated
"A"
Note: number must be same
as shown in Step 1 of Part
1 906,850,662
-----------------------------------------
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be
changed
-----------------------------------------
Multiply "A" by 0.10 90,685,066
-----------------------------------------
Step 3: Calculate "E", the amount of placement capacity
under rule 7.1A that has already been used
Insert number of +equity Nil
securities issued or agreed
to be issued in that 12 month
period under rule 7.1A
Notes:
* This applies to equity securities - not just ordinary
securities
* Include here - if applicable - the securities the
subject of the Appendix 3B to which this form is
annexed
* Do not include equity securities issued under rule
7.1 (they must be dealt with in Part 1), or for which
specific security holder approval has been obtained
* It may be useful to set out issues of securities on
different dates as separate line items
-----------------------------------------
"E" Nil
-----------------------------------------
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
"A" x 0.10
Note: number must be same
as shown in Step 2 90,685,066
--------------------------------------------
Subtract "E" Nil
Note: number must be same
as shown in Step 3
--------------------------------------------
Total ["A" x 0.10] - "E" 90,685,066
Note: this is the remaining
placement capacity under rule
7.1A
--------------------------------------------
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END
MSCFAMJTMBBBMLP
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June 15, 2018 02:00 ET (06:00 GMT)
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