Wameja Di Regulatory News (WJA)

5 Oct 2005 07:01

eServGlobal Limited05 October 2005 Sydney, Australia - 5 October 2005 Further Information on Plans to Acquire a Leading Provider of Value AddedServices Software for Telecommunications Carriers. eServGlobal Limited (ASX: ESV and LSE: ESG), a worldwide supplier of independentand flexible network intelligence systems, announced on 29 September 2005 thatit is in discussions that may lead to the acquisition by eServGlobal of Ferma SA("Ferma"), a privately held French company that is a leading worldwide providerof telecommunications value added services software. Further to thatannouncement, eServGlobal Limited ("The Company") now sets out furtherparticulars of the Acquisition pursuant to the provisions of Schedule 4 to theAIM Rules of the London Stock Exchange. Summary information on Ferma Ferma is a leader in pre-paid credit recharging and voicemail in the mobiletelecommunications market. It is headquartered in Europe and has traded forover 20 years. Ferma's service platform is widely used, and it provides productsand services to over 60 carriers in over 40 countries, with no overlap withexisting customers of the Company; in particular, Ferma is strong in developingmarkets, including China. Accordingly, the directors consider that Ferma'sbusiness is complementary to that of the Company, which is principally focusedon charging and messaging. The Company is currently undertaking due diligence on Ferma and the informationrelating to Ferma contained in this announcement is based on information thathas been provided to it to date. The vendors of Ferma, and Ferma, have agreed todeal exclusively with the Company in relation to the potential acquisition fromthe date of this announcement and the Company has made a non-refundable partpayment to the vendors of EUR 1m. An AIM admission document relating to thecompany will be published once the due diligence exercise has been completed anda definitive purchase agreement has been entered into. Summary financial information on Ferma Summary financial information provided by Ferma is set out below: Financial Year to 31 August Historical Performance 2003 2004 2005 (AUD millions) (AUD millions) (AUD millions) Revenue 59.8 58.9 70.7Gross Profit 38.5 42.6 51.1Operating Costs 32.5 34.9 43.8EBITDA 6.0 7.7 7.3Depreciation & Other 2.2 0.6 1.6Tax 1.4 3.0 1.7Net Profit 2.4 4.1 4.0 The above figures have all been provided to the Company by Ferma. The 2003 and 2004 numbers are unaudited and based on the relevant GAAPstatutory accounts of Ferma but include certain pro forma adjustments. The 2005 numbers are unaudited. The Admission Document will contain the statutory accounts of Ferma. Exchange rate used: 1.5887 Australian dollars to one Euro The directors have been advised by Ferma that during the financial year ended 31August 2005 (in respect of which only unaudited financial information isavailable to the Company), Ferma achieved approximately 20 per cent. annualrevenue growth (as compared to the financial period ended 31 August 2004) atapproximately 10 per cent EBITDA margin. Summary information on the principal terms of the proposed acquisition The consideration for the Acquisition (which will be of the entire issued sharecapital of Ferma) is expected to be EUR 38 million (approximately GBP 26 million(based on an exchange rate of approximately EUR 1.46 : GBP 1)) on a cash anddebt free basis. The consideration will be paid by the Company in cash. TheAcquisition will be funded by a £25.2 million (approximately EUR 36.79 million,based on an exchange rate of approximately EUR 1.46 : GBP 1) placing of sharesby the Company with existing and new institutional shareholders, arranged andunderwritten by Numis Securities Limited, with the remaining Euro 1.21 millionbeing provided from the Company's existing cash resources The Acquisition andplacing is conditional on, amongst other matters, further due diligence by theCompany on Ferma, the negotiation and agreement of a definitive purchaseagreement and the approval of the Company's shareholders at an extraordinarygeneral meeting (EGM), which is due to take place on 28th October 2005. An AIMadmission document will be sent to shareholders prior to the EGM, at which pointit is expected that the AIM share suspension that was announced on 29 Septemberwill cease. If it proceeds, it is expected that the Acquisition will complete onor before 31 October 2005. Summary information on the Company's integration plans for Ferma If the Acquisition proceeds, the directors expect that the Company willproductively utilise the full resources of the combined organisations. It is notanticipated that there will be any material restructuring costs associated withthe integration of Ferma into the Company's group. Enquiries: eServGlobalJohn M Hartigan +61 (0) 2 9364 2700 Numis Securities Limited +44 (0) 20 7776 1500Jagjit Mundi/ Nick Westlake Numis Securities Limited ("Numis") which is regulated in the United Kingdom byThe Financial Services Authority is acting for eServGlobal Limited in relationto the matters described in this announcement and is not advising any otherperson, and accordingly will not be responsible to anyone other than eServGlobalLimited for providing the protections afforded to customers of Numis or forproviding advice in relation to the matters described in this announcement. 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 ___END___ This information is provided by RNS The company news service from the London Stock Exchange