Wameja Di Regulatory News (WJA)

24 Oct 2005 07:01

eServGlobal Limited24 October 2005 Sydney, Australia - 24 October 2005 eServGlobal acquisition of Ferma - Acquisition Agreements signed and AdmissionDocument issued. ESG shares expected to re-commence trading on AIM today. eServGlobal Limited (ASX: ESV and LSE: ESG), today provides full details of itsproposed acquisition of Ferma S.A. (www.ferma.fr) (the "Acquisition"). Detailedinformation is provided in the formal Admission Document issued by the companyon 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 theimmediate re-activation of its shares on the AIM Market of the London StockExchange. eServGlobal's shares have been suspended on AIM as required under theAIM Rules since the first announcement of the proposed acquisition on 29September, pending the issue of the Admission Document. eServGlobal completed its due diligence and entered into the acquisitionagreements on 21 October 2005 to acquire all of the issued share capital ofFerma for a total consideration of €38 million (approximately £26 million), on adebt and cash free basis. The Acquisition will be partly funded by a placing of54,782,609 new ordinary shares at 46 pence per share to raise approximately£25.2 million (approximately €37 million), before expenses (the "Placing"). ThePlacing 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 totalconsideration of approximately £1.12 million simultaneous with the issue of theplacing shares. Guinness Peat Group PLC has agreed to subscribe, or for itsnominee to subscribe, for 1,226,415 of the additional shares and Bell PotterSecurities Limited has agreed to subscribe for the remaining 1,200,000additional shares, each at 46 pence per share. The issue of the additionalshares is not underwritten by Numis but is conditional on completion of both thePlacing and the Acquisition. Information on Ferma and the Acquisition Ferma supplies over 60 telecommunication companies in more than 40 countries. Arange of solutions are provided from products Ferma has developed on its open "Divaphone" platform for fixed, mobile and internet infrastructure on allnetworks. 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 toimmediately increase its worldwide market share and to speed growth throughoffering a larger breadth of integrated solutions across the combined customerbase. Detailed financial information on Ferma for the financial years ended 31 August2003, 2004 and 2005 is contained in the Admission Document, copies of which areavailable from the Company's registered office and the offices of NumisSecurities Limited, Cheapside House, 138 Cheapside, London EC2V 6LH. Current trading For the quarter ended 30 September 2005, eServGlobal traded in line with theDirectors' expectations. The Directors believe that the opportunity to acquireFerma will enhance the group's prospects and look forward to the future withconfidence. The Director's believe Ferma's business to be subject to the same influences aseServGlobal's and against this backdrop, are satisfied with Ferma's currenttrading, 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 PLCwhich together with its subsidiaries, holds approximately 22.04 per cent of theExisting Ordinary Shares, is a related party of the Company for the purposes ofthe AIM Rules. Under the Placing, GPG Nominees Australia Limited, a subsidiaryof Guinness Peat Group PLC has agreed to subscribe for 5,942,935 of the PlacingShares at the Placing Price and Guinness Peat Group PLC has also agreed tosubscribe for a further 1,226,415 of the additional shares at 46 pence pershare. The AIM Rules require eServGlobal to obtain approval from shareholders to theAcquisition because it constitutes a reverse takeover under those rules.eServGlobal is also required to obtain shareholder approval to the issue of theplacing shares under the ASX Listing Rules because those placing sharesrepresent more than 15% of eServGlobal's total issued capital. The Company hasconvened a meeting of its shareholders to obtain approval for the Acquisitionand the issue of placing shares to be held in Sydney, Australia on 28 October2005. If, following approval from shareholders, the Acquisition proceeds andthe new shares are issued, the existing admission of eServGlobal's ordinaryshares to trading on to AIM will be cancelled and the Company will be obliged toapply 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 systemsso that enhanced telecoms services can be launched and individualized faster. eServGlobal's systems are deployed in the networks of leading operatorsworldwide 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, HongKong and the UK. More information can be found at: http://www.eservglobal.com Ian BudderyExecutive ChairmaneServGlobal Limited Phone: +61 2 9364 2700 ___END___ This information is provided by RNS The company news service from the London Stock Exchange