TIDMESG
RNS Number : 0908C
eServGlobal Limited
27 September 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR
REGULATIONS.
27 September 2018
eServGlobal Limited (AIM: ESG, ASX: ESV) ("eServGlobal" or the
"Company")
Total fundraising of GBP19 million
c.GBP13.85 million Firm Placing and c.GBP 3.92 million
Institutional Offer
Clawback Placing of c.GBP1.23 million subject to clawback under
the Retail Offer
eServGlobal Limited ("eServGlobal", or the "Company") (LSE:
ESG.L & ASX: ESV.AX), a pioneering digital transactions
technology company, is pleased to announce the successful
Fundraising of GBP19 million by way of a placing of 304,000,000 new
ordinary shares at a price of 6.25 pence per new ordinary share.
The Fundraising has been conducted in order to fund the Company's
share of an expected capital raise by the HomeSend JV and to help
position the core eServGlobal business for sale.
Highlights:
-- Raised gross proceeds of GBP19 million by way of a Firm
placing, Institutional Offer and Retail Offer (together the
"Fundraising") of 304,000,000 new ordinary shares ("Fundraising
Shares") at a price of 6.25 pence per new ordinary share (the
"Issue Price"). The Fundraising can be broken down into the
following:
o GBP13.85 million Firm Placing via the issue of 221,559,031 new
Ordinary shares at the Issue Price
o GBP3.92 million Institutional Offer via the issue of
62,716,449 new Ordinary shares at the Issue Price
o Clawback Placing of GBP1.23 million via the issue of
19,724,520 new Ordinary shares at the Issue Price subject to
clawback under the Retail Offer
-- Use of funds from the Fundraising will be used in part to
fund eServGlobal's 35.69 per cent. share of an expected EUR50.0
million capital raise by the HomeSend JV (the "HomeSend Capital
Raise", or "Capital Raise")
-- eServGlobal is in discussions with a small number of
interested parties regarding the sale of the core business, with an
update expected to the market within eight weeks.
-- The core business is anticipated to return to growth this
year and achieved a EUR6.0 million reduction in cost base from FY17
resulting in a current annual breakeven run rate of EUR11.0-11.5
million
-- The Company intends to appoint Jamie Brooke as Non-Executive
Director to the Board of eServGlobal
-- To protect and maximise the future value of the Company's
stake in the HomeSend JV for eServGlobal shareholders, the Company
has appointed Rothschild as a strategic Financial Adviser for this
side of the business
-- Net proceeds from the Fundraising will be used as follows:
o GBP16.25 million will be used for an expected call for
increased funds in HomeSend, eServGlobal has the right to provide
its share (35.69%) of the expected EUR50 million capital raise
o GBP1.9 million will go towards helping position the core
business for sale
HomeSend
The expected HomeSend Capital Raise represents a sign of
Mastercard's (the largest shareholder holding 64.31% of the JV)
continued support and commitment to the HomeSend business. The
Directors expect that HomeSend will use the proceeds of the Capital
Raise to develop inhouse foreign exchange capabilities, deepen the
HomeSend Network and provide float funding to support up to a circa
7 times increase in volume in 2019. HomeSend aims to increase
on-boarding capabilities from 16 banks per year to 48 banks.
Further detail on the expected use of funds from the Capital
Raise is provided below:
Quantum
Foreign Exchange Capability
* Improves HomeSend's foreign exchange capability
including adding a trading desk
* Step change in both timeliness and price
competitiveness of foreign exchange in HomeSend
settlement
Depth of HomeSend Network
* Increase on boarding capability from 16 banks per
year to up to 48 banks per year
* Direct network implementation will reduce third party
aggregator costs and support global scalability in EUR17.0
the business million
--------------
Float Funding
* A stronger balance sheet will assist in satisfying
financial position conditions in the tendering
process required by Financial Institutions
* The global solution will allow HomeSend to hold both
hard and local currencies to facilitate efficient
distribution of funds: this will fill the circa 3-day
delay for receipt of funds into HomeSend
* Real-time settlement is a key to HomeSend's
competitiveness as a provider of cross-border
settlement
* The float will be sufficient to support a c.7-times EUR33.0
increase in volume in 2019 million
--------------
Total EUR50 million
--------------
HomeSend continues to be a growing business in the thriving
Fintech space with existing revenues and blue-chip customers. Based
on the original MTO and MNO model, HomeSend volume is currently
derived primarily from low value transactions and the platform is
currently processing circa 30,000 transactions per day extending
across 100 countries. The Capital Raise will provide funding for
HomeSend to expand its direct network from the current circa 10
direct connections to over 70 direct connections, targeted to occur
within 18 months. The future focus of HomeSend is on higher value
transactions in the account to account market. A recent customer
referral from Mastercard is showing a significant increase in
average transaction value over traditional MTO and MNO customers.
New Mastercard Send customers are expected to go live on the
HomeSend network in the coming months.
MasterCard has informed HomeSend that it wishes to carry out a
review of the collaboration agreement. This is the arm's length
agreement that was put in place between MasterCard and HomeSend at
the inception of the joint venture. The timing of this review
aligns with the increased traction that HomeSend and MasterCard
Send are seeing in the cross-border account-to-account market. This
will be the second time the document has been amended since the
joint venture was formed in 2014. The Company welcomes MasterCard's
engagement on the collaboration agreement and believes that a
review of is appropriate at this juncture. It is fully supportive
of any changes that will enable MasterCard to exploit the
significant opportunities that are available in the market for the
HomeSend service, thereby facilitating the growth and profitability
of HomeSend as a business.
The Core Business
The Company continues to run a process to position the core
business for value, which is anticipated to return to growth this
year and achieved a EUR6.0 million reduction in cost base from FY17
resulting in a current annual breakeven run rate of EUR11.0-11.5
million. The Board also expects to report recurring revenue of EUR5
million in FY19 and expects to enter the year with between EUR5-7
million of backlog. The Company is in discussions with interested
parties regarding a potential sale of the core business and will be
able to update the market on the status of these conversations
within the next eight weeks.
Board Appointment
Alongside the Fundraising, the Company is also pleased to
announce the intended re-appointment of Jamie Brooke to the Board
as a Non-executive Director of the Company. Mr Brooke is an
employee of Lombard Odier Investment Managers, a significant
shareholder in the Company and previously sat on the Board between
2010 and 2013. Lombard Odier has been a long term supportive
shareholder of eServGlobal and the Board believes that having the
experience of Jamie on the board will be a significant benefit to
the Company with regard to both the HomeSend JV and ensuring value
realisation of the core business. A further announcement will be
made when Mr Brooke formally joins the board.
Further information on the Fundraising
Following the announcement published on the ASX, RNS and the
Company's website at 00.45 a.m. on 27 September 2018 (a copy of
which is set out in Appendix 1), the Company announces the
successful completion of the institutional component
("Institutional Offer") of its 1 for 11 accelerated
non-renounceable entitlement offer ("Entitlement Offer") alongside
a firm placing to institutional and other investors ("Firm
Placing") (together with the Entitlement Offer, the
"Fundraising").
A presentation that was given in connection with the Firm
Placing, Institutional Offer and Clawback Placing is now available
on the Company's website: www.eservglobal.com.
The Firm Placing will raise GBP13,847,439.44 from subscriptions
for new fully paid New Ordinary shares at the Issue Price.
The Institutional Offer will raise GBP3,919,778.07 from
subscriptions for new fully paid ordinary shares in the Company
("New Ordinary Shares") at 6.25 pence per new share,
The Retail Offer will raise a further GBP1,232,782.50 for the
Company at the Issue Price, further details of which can be found
below.
The Fundraising has been structured to allow the Company to
receive the proceeds as quickly as possible without the need for
Shareholder approval.
The Issue Price represents a premium of 5 per cent. to the
closing mid-market price on AIM of 5.595 pence per Ordinary Share
as at 26 September 2018, being the latest practicable date prior to
the announcement of the Fundraising.
The Entitlement Offer will comprise two components:
-- the Institutional Offer, being the accelerated
non-renounceable entitlement offer to existing institutional
shareholders of the Company; and
-- the Retail Offer, being an entitlement offer to existing retail shareholders of the Company.
Pursuant to the Retail Offer, the Company will offer Qualifying
Holders, being holders of Ordinary Shares or Depositary Interests
in the Company (who are not Institutional Shareholders or Overseas
Shareholders) on the register at the close of business on the
Record Date, to subscribe for Ordinary Shares at the Issue Price on
the same basis as the Institutional Shareholders under the
Institutional Offer.
As part of the Retail Offer, the Retail Offer Shares are being
conditionally allocated by way of a conditional placing to
institutional and other investors at the Issue Price who have
agreed to subscribe for the Retail Offer Shares to the extent that
Qualifying Holders do not take up their Retail Offer Entitlements
("Clawback Placing"). Consequently, subject to the Placing
Agreement not being terminated prior to admission of the Clawback
Placing Shares, all of the Retail Offer Shares will be issued
irrespective of whether Qualifying Holders subscribe for Retail
Offer Shares.
The Retail Offer will raise approximately GBP1.23 million,
bringing the total money raised to GBP19 million (before
expenses).
Related Party Transactions under the AIM Rules
Lombard Odier is a substantial shareholder in the Company and
therefore their participation in the Fundraising represents a
related party transaction under Rule 13 of the AIM Rules for
Companies.
The Directors of the Company, having consulted with finnCap in
its capacity as the Company's Nominated Adviser for the purposes of
the AIM Rules, consider the terms on which Lombard Odier has
participated in the Fundraising to be fair and reasonable insofar
as the Company's shareholders are concerned.
John Conoley, Executive Chairman, eServGlobal, commented:
"I am delighted to announce another well supported fundraise
from our investors who once again have recognised the opportunity
HomeSend presents us and the value realisation opportunities for
the core business. This fundraise is a critical path to eServGlobal
shareholder value and underpins the Board's focus on value
realisation in both halves of the business.
"The expected EUR50 million Capital Raise by HomeSend represents
the support by both eServGlobal and Mastercard in the HomeSend JV
and will allow HomeSend to continue building a global network
infrastructure for cross-border payments including full liquidity
capabilities, as a comparable alternative for the correspondent
banking market. The Capital Raise underpins an acceleration in
expected bank customers live on the network in H2 2018 onwards.
"Finally, I am pleased to be welcoming Jamie Brooke to the
board. Lombard Odier has been a long standing supporter of
eServGlobal and Jamie's experience and knowledge of public markets
and private M&A will be invaluable to our board at this
important juncture for the Company.
This Announcement contains inside information for the purposes
of Article 7 of the EU Market Abuse Regulation (2014/596/EU)
("MAR"). Market soundings as defined in the MAR, were taken in
respect of the Fundraising, with the result that certain persons
became aware of inside information, as permitted by the MAR. That
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Enquiries:
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary investors@eservglobal.com
Andrew Hayward, Chief Financial Officer
Alison Cheek, VP Corporate Communications
finnCap Ltd (Nomad and Broker) www.finnCap.com
Corporate Finance - Jonny Franklin-Adams T: +44 (0) 20 7220 0500
/ Anthony Adams / Hannah Boros
ECM - Tim Redfern/ Richard Chambers
Veritas Securities Limited, Joint
Broker (Australia)
Robert Scappatura +61 2 8252 3200
Alma PR (Financial Public Relations) www.almapr.co.uk
Hilary Buchanan / John Coles T: +44 (0) 208 004 4218
Tulchan Communications LLP www.tulchangroup.com
Jonathan Sibun / James Macey White T: +44 (0)207 353 4200
/ Matt Low
Total Voting Rights
After Admission of the shares being issued pursuant to the Firm
Placing and Institutional Offer, the total number of Ordinary
Shares in issue will be 1,191,126,142 and the total number of
voting rights will therefore be 1,191,126,142. This figure may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure and Transparency Rules.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Proposals or otherwise. The Retail
Offer will be implemented solely by means of the Retail Offer
Booklet. The Retail Offer Booklet and, where relevant, the
Application Form, will contain the full terms and conditions of the
Retail Offer. The Retail Offer Booklet is expected to be posted to
the Qualifying Holders on or around 4 October 2018.
The distribution of this announcement in or into jurisdictions
other than the United Kingdom or Australia may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Australia should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Subject
to certain exceptions, this announcement is not for release,
publication or distribution, directly or indirectly, in or into the
United States, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and joint broker to eServGlobal Limited and is acting for
no-one else in connection with the contents of this announcement,
and will not be responsible to anyone other than to eServGlobal
Limited for providing the protections afforded to clients of
finnCap Limited nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein. finnCap Limited is not responsible for the contents of this
announcement. This does not exclude or limit the responsibilities,
if any, which finnCap Limited may have under the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder.
Veritas Securities Limited is acting as joint broker to
eServGlobal Limited and is acting for no-one else in connection
with the contents of this announcement, and will not be responsible
to anyone other than to eServGlobal Limited for providing the
protections afforded to clients of Veritas Securities Limited nor
for providing advice in connection with the contents of this
announcement or any other matter referred to herein. Veritas
Securities Limited is not responsible for the contents of this
announcement.
Forward Looking Statements
This announcement contains certain forward looking statements
relating to the Company's future prospects, developments and
business strategies.
Forward looking statements are identified by their use of terms
and phrases such as "targets" "estimates", "envisages", "believes",
"expects", "aims", "intends", "plans", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative of those, variations or comparable expressions, including
references to assumptions.
These forward looking statements are based on current
expectations and are subject to risks and uncertainties which could
cause actual results to differ materially from those expressed or
implied by those statements. If one or more of these risk factors
or uncertainties materialises, or if the underlying assumptions
prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
These forward looking statements relate only to the position as
at the date of this announcement. Neither the Directors nor the
Company undertake any obligation to update forward looking
statements or risk factors, other than as required by the AIM Rules
for Companies or by the rules of any other applicable securities
regulatory authority, whether as a result of the information,
future events or otherwise.
The Firm Placing and the Institutional Offer
The Firm Placing comprises a placing of 221,559,031 New Ordinary
Shares at the Issue Price to institutional and other investors to
raise approximately GBP13.85 million (before expenses). The Firm
Placing Shares will be issued using part of the existing
authorities granted to the Directors under ASX Listing Rule
7.1.
The Institutional Offer comprises an offer of 62,716,449 New
Ordinary Shares at the Issue Price to Institutional Shareholders on
the basis of 1 New Ordinary Share for every 11 Existing Ordinary
Shares held by the Institutional Shareholders on 1 October 2018
(being the Record Date for the Retail Offer) or to the extent that
Institutional Shareholders did not take up their entitlements, to
other Institutional Shareholders and other investors to raise
approximately GBP3.92 million (before expenses).
The Firm Placing and the Institutional Offer (together, the
"Placings") are conditional, inter alia, on:
-- the conditions in the Placing Agreement relating to the
Placings being satisfied or (if applicable) waived and the Placing
Agreement not having been terminated in accordance with its terms
prior to Placing Admission; and
-- Placing Admission becoming effective by no later than 8.00
a.m. on 4 October 2018 (or such later time and/or date, being no
later than 8.00 a.m. 27 November 2018 or such later time as the
Company and finnCap may agree).
The Placing Agreement contains customary warranties given by the
Company to finnCap as to matters relating to the Group and its
business and a customary indemnity given by the Company to finnCap
in respect of liabilities arising out of or in connection with the
Fundraising. finnCap is entitled to terminate the Placing Agreement
in certain circumstances prior to Placing Admission, including
circumstances where any of the warranties are found not to be true
or accurate in any material respect or were misleading in any
material respect or the occurrence of certain force majeure
events.
The Mandate Letter contains a customary indemnity given by the
Company to Veritas in respect of liabilities arising out of or in
connection with Veritas' appointment in relation to the Placings.
Veritas is entitled to terminate the Mandate Letter in certain
circumstances, including circumstances where the Company does not
provide all reasonable assistance to Veritas in connection with the
performance by Veritas of its functions under the Mandate Letter or
where the Company undergoes a change of control, goes into
liquidation, becomes insolvent or ceases to carry on its
business.
The Placing Shares will represent approximately 25.11 per cent.
of the entire issued share capital of the Company following Placing
Admission.
The Placing Shares will be issued credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after Placing Admission in respect of
Ordinary Shares and will otherwise rank on Placing Admission pari
passu in all respects with the existing Ordinary Shares. The
Placing Shares are not being made available to the public and are
not being offered or sold in any jurisdiction where it would be
unlawful to do so.
Subject to all relevant conditions set out in the Placing
Agreement being satisfied (or, if applicable, waived) on or before
Placing Admission, the Firm Placing Shares and the Institutional
Offer Shares will be issued and admitted to trading on AIM (in the
form of Depositary Interests) and the ASX (in CHESS) on 4 October
2018.
The Retail Offer and Clawback Placing
The Board has structured the Fundraising to allow Qualifying
Holders to subscribe for Ordinary Shares at the Issue Price on the
same basis as the Institutional Shareholders under the
Institutional Offer. In order to minimise transaction costs and to
avoid the need to publish an FCA approved prospectus, the total
consideration under the Retail Offer is lower than EUR8.0 million
(or the equivalent amount in aggregate), reflecting the fact that
the Company has already used some of this headroom as part of the
October 2017 fundraising announced on 20 October 2017.
Qualifying Holders, on and subject to the terms and conditions
of the Retail Offer, will be given the opportunity under the Retail
Offer to apply for any number of Retail Offer Shares at the Issue
Price, payable in full in cash on application, up to their pro rata
to their holdings on the following basis:
1 Retail Offer Share for every 11 Existing Ordinary Shares
held by Qualifying Holders at the Record Date and so in
proportion for any other number of Ordinary Shares then held.
For clarity for those Ordinary Shareholders who are in Australia
and New Zealand, the Retail Offer is a non-renounceable pro rata
entitlements offer, as that term is used in Australia, and will be
offered under section 708AA of the Corporations Act and the mutual
recognition laws in New Zealand.
The Retail Offer Shares will, when issued, rank pari passu in
all respects with the Existing Ordinary Shares.
Fractions of Retail Offer Shares will not be allotted to
Qualifying Holders in the Retail Offer and entitlements under the
Retail Offer will be rounded down to the nearest whole number of
Retail Offer Shares.
Qualifying Holders will not be able to make applications in
excess of their pro rata initial entitlement.
As part of the Retail Offer, the Retail Offer Shares are being
conditionally allocated by way of the Clawback Placing to
institutional and other investors at the Issue Price who have
agreed to subscribe for the Retail Offer Shares to the extent that
Qualifying Holders do not take up their Retail Offer Entitlements.
Consequently, subject to the Placing Agreement not being terminated
prior to admission of the Clawback Placing Shares, all of the
Retail Offer Shares will be issued irrespective of whether
Qualifying Holders subscribe for Retail Offer Shares.
The Clawback Placing has not been underwritten.
The Admission of the Retail Offer Shares being issued to
Qualifying Holders pursuant to the Retail Offer is conditional only
on Admission of the Institutional Offer Shares.
The Admission of Clawback Placing Shares to investors pursuant
to the Clawback Placing is conditional on:
-- the conditions in the Placing Agreement relating to the
Clawback Placing being satisfied or (if applicable) waived and the
Placing Agreement not having been terminated in accordance with its
terms prior to Retail Offer Admission; and
-- Retail Offer Admission (including admission of the Clawback
Placing Shares) becoming effective by no later than 8.00 a.m. on 24
October 2018 (or such later time and/or date, being no later than
8.00 a.m. on 24 December 2018 or such later time as the Company and
finnCap may agree).
The Retail Offer is not a rights issue, as that term is used in
England and Wales. Qualifying Depositary Interest Holders should
note that although the Retail Offer Entitlements will be admitted
to CREST and be enabled for settlement, applications in respect of
entitlements under the Retail Offer may only be made by the
Qualifying Holder originally entitled or by a person entitled by
virtue of a bona fide market claim raised by Euroclear UK &
Ireland's Claims Processing Unit. Qualifying Ordinary Shareholders
should note that the Application Form is not a negotiable document
and cannot be traded. Qualifying Holders should be aware that in
the Retail Offer, unlike in a rights issue (as this term is used in
England and Wales), any Retail Offer Shares not applied for will
not be sold in the market or placed for the benefit of Qualifying
Holders who do not apply under the Retail Offer.
Admission, Settlement and CREST
Application will be made to the London Stock Exchange for each
of the Placing Shares, the Clawback Placing Shares and the Retail
Offer Shares to be admitted to trading on AIM and to the ASX for
each of the Placing Shares and the Retail Offer Shares to be
admitted to trading on the ASX. It is expected that Placing
Admission will become effective on 4 October 2018 and that dealings
in the Placing Shares will commence at 8.00 a.m. (GMT) on that date
and that Retail Offer Admission will become effective on 24 October
2018 and that dealings in the Retail Offer Shares and Clawback
Placing Shares will commence at 8:00 a.m. (GMT) on that date.
If the Placings or Retail Offer do not proceed the Existing
Ordinary Shares will continue to be traded on AIM and the ASX.
Further details of how to apply for Retail Offer Shares will be
set out in the Retail Offer Booklet expected to be posted to
Qualifying Holders on 4 October 2018.
Expected Timetable of Principal Events
Announcement of the Fundraising 27 September 2018
Appendix 3B and notice under section 27 September 2018
708AA(2)(f) of the Corporations Act
2001 lodged with the ASX. Trading
halt on ASX commences.
Ex-Entitlement Date (CREST) 2 October 2018
Trading resumes Ex-Entitlement on 1 October 2018
ASX
Record Date for entitlement under 7.00 p.m. (AEST) in respect
the Retail Offer of Qualifying Ordinary Shareholders
and 6.00 p.m. (BST) in respect
of Qualifying Depositary
Interest Holders 1 October
2018
Ex-Entitlement Date (CREST) 2 October 2018
Publication and mailing of the Retail 4 October 2018
Offer Booklet and personalised Application
Form
Issue date of Placing Shares and 4 October 2018
CHESS member accounts credited with
Placing Shares (as applicable)
Admission and dealings in the Placing 8.00 a.m. 4 October 2018
Shares commence on AIM and CREST
accounts credited with Placing Shares
(in Depositary Interest form)
Recommended latest time for requesting 4.30 p.m. 11 October 2018
withdrawal of Retail Offer Entitlements
from CREST (to satisfy bona fide
market claim only)
Latest time and date for depositing 3.00 p.m. on 12October 2018
Retail Offer Entitlements into CREST
(to satisfy bona fide market claim
only)
Last date to extend the closing date 12 October 2018
for Retail Offer
Closing date - latest time and date 11.00 a.m. on 17 October
for settlement of CREST application 2018
and payment in full under the Retail
Offer
Closing date - latest time and date 5.00 p.m. (AEDT) on 17 October
for receipt of completed Application 2018
Forms and payment in full under the
Retail Offer
Announce the results of the Retail 22 October 2018
Offer
Issue date of Retail Offer Shares 24 October 2018
and CHESS member accounts to be credited
with Retail Offer Shares
Admission and commencement of dealings 8.00 a.m. on 24 October
in Retail Offer Shares on AIM and 2018
CREST accounts credited with Retail
Offer Shares (in Depositary Interest
form)
________________
Notes:
(1) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company, subject to the ASX Listing Rules
and the AIM Rules for Companies, in which event details of the new
times and dates will be notified by means of an announcement
through a Regulatory Information Service and on the company
announcements platform of the ASX.
(2) Unless otherwise stated, references to times in this
Announcement are to times in London.
(3) Different deadlines and procedures for return of forms may apply in certain cases.
Statistics
Number of Existing Ordinary Shares in
issue on the date of this document (which
excludes the Placing Shares) 906,850,662
Issue Price GBP0.0625 or A$0.11
Basis of Institutional Offer and Retail 1 New Ordinary Share
Offer Entitlements for every 11 Existing
Ordinary Shares held
by Institutional Shareholders
and Qualifying Holders
Number of Firm Placing Shares 221,559,031
Number of Institutional Offer Shares 62,716,449
Number of Retail Offer Shares 19,724,520
Number of Ordinary Shares in issue immediately
following Placing Admission(2) 1,191,126,142
Number of Ordinary Shares in issue immediately
following Retail Offer Admission(1), (2) 1,210,850,662
Percentage of Enlarged Issued Share Capital
represented by the Placing Shares(1),
(2) 23.48%
Percentage of Enlarged Issued Share Capital
represented by the Retail Offer Shares(1),
(2) 1.63%
Gross proceeds receivable by the Company GBP19,000,000
under the Fundraising(1), (2)
Net proceeds receivable by the Company
under the Fundraising(1), (2)) 18,150,000
ISIN AU000000ESV3
AIM Symbol ESG
ASX Symbol ESV
________
Notes to Statistics:
(1) Assuming all of the Retail Offer Shares are issued under the Retail Offer.
(2) Assuming all of the Firm Placing Shares and Institutional
Offer Shares are issued under the Placings.
Definitions
In this announcement the following terms and expressions have
the following meanings unless the context requires otherwise.
References to the singular shall include references to the plural,
where applicable, and vice versa.
"GBP", "pounds", "pence" "sterling" the legal currency for the
time being of the United Kingdom
"Application Form" the application form accompanying the Retail
Offer Booklet (where appropriate) to be used by Qualifying Ordinary
Shareholders in connection with the Retail Offer
"AEST" Australian Eastern Standard Time
"AIM" AIM, the market of that name operated by the London Stock
Exchange
"AIM Rules for Companies" the rules and guidance for companies
whose shares are admitted to trading on AIM published by the London
Stock Exchange, as amended from time to time
"Application Form" the application form to accompany the Retail
Offer Booklet (where appropriate) to be used by Qualifying Ordinary
Shareholders in connection with the Retail Offer
"ASX" ASX Limited or, where the context requires, the Australian
Securities Exchange operated by ASX Limited
"AUS$" or "A$" Australian dollars
"Board" or "Directors" the directors of the Company from time to
time
"BST" British Summer Time
"CCSS" the CREST Courier and Sorting Service established by
Euroclear to facilitate, inter alia, the deposit and withdrawal of
securities
"CHESS" Australian Clearing House Electronic Subregister
System
"Clawback Placing" means the conditional placing of Retail Offer
Shares with other investors at the Issue Price to the extent that
Qualifying Holders do not take up their Retail Offer
Entitlements
"Clawback Placing Shares" the 19,724,520 New Ordinary Shares
conditionally placed (subject to clawback) pursuant to the
Clackback Placing
"Company" or "eServ" eServGlobal Limited (ABN 59 052 947
743)
"Computershare UK" Computershare Investor Services PLC
"Corporations Act" the Corporations Act 2001 (Cth)
"CREST" the computerised settlement system operated by
Euroclear, which facilitates the transfer of title to securities in
uncertificated form
"Depositary" Computershare Investor Services PLC acting in its
capacity as Depositary pursuant to the terms of the agreement for
the provision of depositing services entered into between the
Company and Computershare Investor Services PLC and, as relevant,
includes its nominee on the Company's register of members
"Depositary Interests" or "DIs" the depositary interests issued
by the Depositary representing an entitlement to an Ordinary Share
which may be traded through CREST in dematerialised form
"Enlarged Issued Share Capital" the entire issued Ordinary Share
capital of the Company immediately following Retail Offer Admission
comprising the Existing Ordinary Shares, the Placing Shares and the
Retail Offer Shares (assuming all of the Placing Shares are issued
under the Placings and all of the Retail Offer Shares are issued
under the Retail Offer)
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Ex-Entitlement Date" 2 October 2018
"Existing Ordinary Shares" the 906,850,662 Ordinary Shares in
issue at the Record Date (which excludes the Placing Shares)
"FCA" the Financial Conduct Authority, acting in its capacity as
competent authority in the United Kingdom pursuant to Part VI of
FSMA
"finnCap" finnCap Limited, which is authorised and regulated by
the FCA, the Company's nominated adviser and joint broker
"Firm Placing" the placing of the Firm Placing Shares pursuant
to the Placing Agreement
"Firm Placing Shares" the 221,559,031 Ordinary Shares
conditionally placed pursuant to the Firm Placing
"FSMA" the UK Financial Services and Markets Act 2000, as
amended from time to time
"Fundraising" the Firm Placing, the Institutional Offer and the
Retail Offer
"GMT" Greenwich Mean Time
"Group" the Company and its subsidiaries
"HomeSend" HomeSend CVBA, a limited cooperative company
incorporated in Belgium
"HomeSend JV" the joint venture between MasterCard/Europay U.K. Limited and the Company in relation to HomeSend
"Institutional Offer" the offer and placing of the Institutional
Offer Shares with Institutional Shareholders and other Investors
pursuant to the Placing Agreement
"Institutional Offer Shares" the 62,716,449 Ordinary Shares
conditionally offered and placed pursuant to the Institutional
Offer
"Institutional Shareholders" certain Existing Shareholders who,
together, hold 689,880,942 Ordinary Shares representing 76.07% per
cent. of the Existing Ordinary Shares who have agreed to not
participate in the Retail Offer
"ISIN" International Securities Identification Number
"Issue Price" 6.25 pence per New Ordinary Share or, for placees
procured by Veritas, AUS$0.11 (being GBP0.0625 based on an exchange
rate of GBP1: A$1.76)
"London Stock Exchange" London Stock Exchange plc
"Mandate Letter" the mandate letter dated 26 September 2018
between Veritas and the Company relating to the Fundraising
"New Ordinary Shares" the new ordinary shares to be issued by
the Company in accordance with the Fundraising and "New Ordinary
Share" means one of them
"Ordinary Shares" ordinary shares in the capital of the
Company
"Overseas Shareholders" Shareholders and holders of Depositary
Interests who have registered addresses in, or who are resident or
ordinarily resident in, or are citizens of any Restricted
Jurisdictions
"Placing Admission" means admission of the Placing Shares to
trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules
"Placing Agreement" the conditional placing agreement dated 27
September 2018 entered into between the Company and finnCap
relating to the Fundraising
"Placing Shares" the Firm Placing Shares and the Institutional
Offer Shares
"Placings" the Firm Placing and the Institutional Offer
"Qualifying Depositary Interest Holders" holders of Depositary
Interests in respect of and representing Ordinary Shares as set out
on the register of Depositary Interest Holders of the Depositary on
the Record Date (other than Overseas Shareholders and Institutional
Shareholders)
"Qualifying Holders" Qualifying Ordinary Shareholders and
Qualifying Depositary Interest Holders
"Qualifying Ordinary Shareholders" holders of Ordinary Shares on
the register of members of the Company at the close of business on
the Record Date (other than Overseas Shareholders and Institutional
Shareholders)
"Record Date" 1 October 2018, at 7.00 p.m. (AEST) in respect of
Qualifying Ordinary Shareholders and at 6.00 p.m. (BST) in respect
of Qualifying Depositary Interest Holders
"Regulatory Information Service" or "RIS" one of the regulatory
information services authorised by the London Stock Exchange to
receive, process and disseminate regulatory information in respect
of AIM quoted companies
"Restricted Jurisdiction" each and any of Canada, Japan, the
United States, China, Hong Kong or any other jurisdiction in which
the Retail Offer is prohibited
"Retail Offer" the offer made by the Company to Qualifying
Holders inviting them to apply to subscribe for the Retail Offer
Shares on the terms and subject to the conditions set out in the
Retail Offer Booklet and, where relevant, in the Application
Form
"Retail Offer Booklet" the Retail Offer Booklet containing the
terms and conditions of the Retail Offer to be mailed to Qualifying
Holders
"Retail Offer Entitlements" an entitlement of a Qualifying
Holder, pursuant to the Retail Offer, to apply for 1 Retail Offer
Share for every 11 Existing Ordinary Shares held by the Qualifying
Holder at the Record Date (and, to the extent that a Qualifying
Holder holds its Existing Ordinary Shares through a Depositary, the
Depositary shall ensure that the relevant Qualifying Holder is able
to take up its entitlement under the Retail Offer in Depositary
Interest form)
"Retail Offer Shares" 19,724,520 New Ordinary Shares which are
subject to the Retail Offer
"Retail Offer Admission" admission of the Retail Offer Shares
and the Clawback Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules
"Shareholders" the holders of Existing Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the FCA in its capacity as the competent
authority for the purposes of Part VI of FSMA
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and any other area subject to
its jurisdiction
"Veritas" Veritas Securities Limited
EXCHANGE RATE
Unless otherwise stated, the rates of exchange used for the
purpose of this announcement are:
GBP1.00 AUS$1.76
GBP1.00 EUR1.117
---------
$ 33.44M Accelerated Non-Renounceable Entitlement Offer and
Institutional Placement
Sydney: 27 September 2018
eServGlobal (LSE: ESG.L & ASX: ESV.AX), a pioneering digital
transactions technology company, is pleased to announce an
accelerated non-renounceable entitlement offer ("Open Offer") and
institutional placement to raise $33.44M before costs.
The Open Offer will entitle each eligible holder to acquire, at
an issue price of $0.11 per share, one fully paid ordinary share
for every 11 fully paid ordinary share held at 7:00pm (AEST) on 1
October 2018 (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.
The maximum number of shares available under the Open Offer is
82,440,969. The number of shares to be issued under the
institutional placement is 221,559,031.
As an accelerated entitlement offer, the Open Offer will be
conducted in two phases, an initial offer to selected institutional
holders ("Institutional Offer") with all other eligible holders
participating in a subsequent offer ("Retail Offer"). The
Institutional Offer will offer 62,716,449 new shares and is
expected to raise approximately $6.9 million. The Retail Offer will
comprise 19,724,520 new shares to raise approximately $2.17
million.
The Open Offer is not underwritten but the directors expect any
shortfall under the Retail Offer to be placed with institutional
investors, subject to claw back, as a part of the institutional
bookbuild process. Participants in the Retail Offer will not be
entitled to apply for the shortfall.
The timetable for the proposed Open Offer and Institutional
Placement is as follows:
Event Date
------------------
Institutional Offer and Institutional Placement 27 September 2018
Bookbuild
Trading Halt commences
------------------------------------------------- ------------------
Announcement of results of institutional offer 1 October 2018
and placement
Trading resumes on an ex-entitlement basis
------------------------------------------------- ------------------
Record Date 1 October 2018
------------------------------------------------- ------------------
Offer documentation and personalised entitlement 4 October 2018
and acceptance forms sent to eligible retail
holders
Retail Offer opens
------------------------------------------------- ------------------
Quotation of shares issued under Institutional 5 October 2018
Offer and Placement
------------------------------------------------- ------------------
Last day to extend Retail Offer close date 12 October 2018
------------------------------------------------- ------------------
Retail Offer close 17 October 2018
------------------------------------------------- ------------------
Announce results of Retail Offer 22 October 2018
------------------------------------------------- ------------------
(+) Quotation of (+) securities issued under 25 October 2018
Retail Offer
------------------------------------------------- ------------------
Holding statements sent to retail holders 26 October 2018
------------------------------------------------- ------------------
The dates and times in the above timetable are indicative only
and refer to dates in Sydney, Australia. The Directors reserve the
right to change the timetable, without notice, subject to the
Corporations Act, the ASX Listing Rules and other applicable
laws.
Further details regarding the Open Offer and the Institutional
Placement can be found in the investor presentation, Appendix 3B
and the notice under Section 708AA of the Corporations Act released
today. Further announcements will be made as required during the
Trading Halt via the Regulatory News Service for the AIM
market.
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
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 mind-set, to
align with the requirements of customers and partners around the
globe.
Together with Mastercard, 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. Mastercard holds 64.31% of the HomeSend JV,
and eServGlobal holds 35.69%.
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary investors@eservglobal.com
Andrew Hayward, Chief Financial Officer
Alison Cheek, VP Corporate Communications
finnCap Ltd (Nomad and Broker) www.finnCap.com
Corporate Finance - Jonny Franklin-Adams T: +44 (0) 20 7220 0500
/ Anthony Adams / Hannah Boros
ECM - Tim Redfern/ Richard Chambers
Veritas Securities Limited, Joint
Broker (Australia)
Robert Scappatura +61 2 8252 3200
Alma PR (Financial Public Relations) www.almapr.co.uk
Hilary Buchanan / John Coles T: +44 (0) 208 004 4218
Tulchan Communications LLP www.tulchangroup.com
Jonathan Sibun / James Macey White T: +44 (0)207 353 4200
/ Matt Low
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Proposals or otherwise. The Retail
Offer will be implemented solely by means of the Retail Offer
Booklet. The Retail Offer Booklet and, where relevant, the
Application Form, will contain the full terms and conditions of the
Retail Offer.
The distribution of this announcement in or into jurisdictions
other than the United Kingdom or Australia may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Australia should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. Subject
to certain exceptions, this announcement is not for release,
publication or distribution, directly or indirectly, in or into the
United States, Canada, the Republic of South Africa, Japan or any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
finnCap Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated
adviser and joint broker to eServGlobal Limited and is acting for
no-one else in connection with the contents of this announcement,
and will not be responsible to anyone other than to eServGlobal
Limited for providing the protections afforded to clients of
finnCap Limited nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein. finnCap Limited is not responsible for the contents of this
announcement. This does not exclude or limit the responsibilities,
if any, which finnCap Limited may have under the Financial Services
and Markets Act 2000 or the regulatory regime established
thereunder.
Veritas Securities Limited is acting as broker to eServGlobal
Limited and is acting for no-one else in connection with the
contents of this announcement, and will not be responsible to
anyone other than to eServGlobal Limited for providing the
protections afforded to clients of Veritas Securities Limited nor
for providing advice in connection with the contents of this
announcement or any other matter referred to herein. Veritas
Securities Limited is not responsible for the contents of this
announcement.
Forward Looking Statements
This announcement contains certain forward looking statements
relating to the Company's future prospects, developments and
business strategies.
Forward looking statements are identified by their use of terms
and phrases such as "targets" "estimates", "envisages", "believes",
"expects", "aims", "intends", "plans", "will", "may",
"anticipates", "would", "could" or similar expressions or the
negative of those, variations or comparable expressions, including
references to assumptions.
These forward looking statements are based on current
expectations and are subject to risks and uncertainties which could
cause actual results to differ materially from those expressed or
implied by those statements. If one or more of these risk factors
or uncertainties materialises, or if the underlying assumptions
prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
These forward looking statements relate only to the position as
at the date of this announcement. Neither the Directors nor the
Company undertake any obligation to update forward looking
statements or risk factors, other than as required by the AIM Rules
for Companies or by the rules of any other applicable securities
regulatory authority, whether as a result of the information,
future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEGGGDCCBDBGIR
(END) Dow Jones Newswires
September 27, 2018 02:02 ET (06:02 GMT)
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