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Exercise of Options & Appendix 3B

2 Oct 2014 07:00

RNS Number : 2253T
eServGlobal Limited
02 October 2014
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ο»Ώ

eServGlobal Limited ("eServGlobal" or the "Company")

Exercise of Options

2 October 2014

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eServGlobal (AIM:ESG & ASX:ESV), the provider of end-to-end mobile financial services to emerging markets, announces that 250,000 ordinary shares in the Company (the "Ordinary Shares") have been issued pursuant to the exercise of share options under the Company's Employee Share Option Plan ("ESOP").

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Application has been made for the 250,000 new Ordinary Shares to be admitted to trading on ASX and AIM, and it is expected that the shares (being represented by depositary interests in CREST) will be admitted to AIM on 7 October 2014.

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The total number of Ordinary Shares in issue following admission will be 254,914,052. There are no Ordinary Shares held in Treasury. Accordingly, the figure of 254,914,052 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 Company under the FCA's Disclosure and Transparency Rules.

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For further information, please contact:

eServGlobal

www.eservglobal.com

Tom Rowe, Company Secretary

T: +61 2 8014 5050

investors@eservglobal.com

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Canaccord Genuity Limited (Nomad and Broker)

Simon Bridges / Cameron Duncan / Brendan Gulston

www.canaccordgenuity.com

T: +44 (0) 20 7523 8000

Charles Stanley Securities

Dugald Carlean/Paul Brotherhood

www.csysecurities.com

T: +44 (0) 20 7149 6000

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Newgate Threadneedle

Hilary Millar/ Caroline Forde /Josh Royston/ Jasper Randall

www.newgatethreadneedle.com

T: +44 (0) 20 7653 9850

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About eServGlobal

eServGlobal (AIM:ESG, ASX:ESV) offers mobile money solutions which put feature-rich services at the fingertips of users worldwide, covering the full spectrum of mobile financial services, mobile wallet, mobile commerce, recharge, promotions and agent management features. eServGlobal invests heavily in product development, using carrier-grade, next-generation technology and aligning with the requirements of more than 65 customers in over 50 countries.

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Together with MasterCard and BICS, eServGlobal is a joint venture partner of the HomeSend global payment hub, a market leading solution based on eServGlobal technology and enabling cross-border money transfer between mobile money accounts, payment cards, bank accounts or cash outlets from anywhere in the world regardless of the users location.

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eServGlobal also builds on its extensive experience in the telco domain to offer a comprehensive suite of sophisticated, revenue generating Value-Added Services to engage subscribers in a dynamic manner.

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eServGlobal has been a source of innovative solutions for mobile and financial service providers for 30 years.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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New issue announcement,

application for quotation of additional securities

and agreement

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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

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Name of entity

eServGlobal Limited

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ABN

59 052 947 743

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We (the entity) give ASX the following information.

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Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

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1

+Class of +securities issued or to be issued

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Ordinary Fully Paid Shares

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2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

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250,000

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3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Ordinary Fully Paid Shares

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4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

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If the additional +securities do not rank equally, please state:

Β· the date from which they do

Β· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

Β· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes

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5

Issue price or consideration

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AUD$0.36 per share

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6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

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Issued on the exercise of options issued under the ESOP exercisable at AUD$0.36 per option.

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6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

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If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

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6b

The date the security holder resolution under rule 7.1A was passed

-

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6c

Number of +securities issued without security holder approval under rule 7.1

-

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6d

Number of +securities issued with security holder approval under rule 7.1A

-

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6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

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-

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6f

Number of +securities issued under an exception in rule 7.2

-

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6g

If +securities issued under rule 7.1A, was 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.

-

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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

-

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6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

38,237,107

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7

+Issue dates

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.

2 October 2014

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

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254,914,052

Fully Paid Ordinary Shares

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Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

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7,731,945

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Options issued under the ESOP exercisable for $0.36.

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

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Part 2 ‑ Pro rata issue

Items 11 to 33 are not applicable.

11

Is security holder approval required?

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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

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16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17

Policy for deciding entitlements in relation to fractions

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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

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21

Amount of any underwriting fee or commission

22

Names of any brokers to the issue

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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)

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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

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Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

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34

Type of +securities

(tick one)

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(a)

βœ”

+Securities described in Part 1

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(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

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Entities that have ticked box 34(a)

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Additional securities forming a new class of securities

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Tick to indicate you are providing the information or documents

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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

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Entities that have ticked box 34(b)

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38

Number of +securities for which +quotation is sought

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39

+Class of +securities for which quotation is sought

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40

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

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If the additional +securities do not rank equally, please state:

Β· the date from which they do

Β· the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

Β· the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

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41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

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(if issued upon conversion of another +security, clearly identify that other +security)

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Number

+Class

42

Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

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Quotation agreement

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1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

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2 We warrant the following to ASX.

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Β· The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

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Β· There is no reason why those +securities should not be granted +quotation.

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Β· 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

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Β· 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.

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Β· 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.

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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.

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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.

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Sign here: Date: 2 October 2014

(Company secretary)

Print name: Tom Rowe

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== == == == ==

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Appendix 3B - Annexure 1

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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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Part 1

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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

249,045,997

Add the following:

β€’ Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

β€’ Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

β€’ Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

β€’ Include only ordinary securities here - other classes of equity securities cannot be added

β€’ Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

β€’ It may be useful to set out issues of securities on different dates as separate line items

5,868,055

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

Nil

"A"

254,914,052

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Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

38,237,107

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

β€’ Under an exception in rule 7.2

β€’ Under rule 7.1A

β€’ With security holder approval under rule 7.1 or rule 7.4

Note:

β€’ This applies to equity securities, unless specifically excluded - not just ordinary securities

β€’ Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

β€’ It may be useful to set out issues of securities on different dates as separate line items

Nil

"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

38,237,107

Subtract "C"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.15] - "C"

38,237,107

[Note: this is the remaining placement capacity under rule 7.1]

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Part 2

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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

-

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

-

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

β€’ This applies to equity securities - not just ordinary securities

β€’ Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

β€’ 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

β€’ It may be useful to set out issues of securities on different dates as separate line items

-

"E"

-

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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

-

Subtract "E"

Note: number must be same as shown in Step 3

-

Total ["A" x 0.10] - "E"

-

Note: this is the remaining placement capacity under rule 7.1A

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This information is provided by RNS
The company news service from the London Stock Exchange
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END
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