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Section 708AA Notice

4 Oct 2018 10:10

RNS Number : 9815C
eServGlobal Limited
04 October 2018
 

 

eServGlobal Limited (eServGlobal or the "Company")

 

SECTION 708AA NOTICE

 

eServGlobal (LSE: ESG.L & ASX: ESV.AX), a pioneering digital transactions technology company "(eServGlobal" or "the Company"), gives notice in accordance with Section 708AA(2)(f) of the Corporations Act, 2001 ("the Act") as modified by the Australian Securities and Investments Commission Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ("ASIC Instrument 2016/84") that:

 

1. The Company will offer to issue without disclosure to investors under Part 6D.2 of the Act 304,000,000 fully paid ordinary shares (Shares) at an issue price of $0.11 per share under a non-renounceable entitlement offer on the basis of one fully paid ordinary share for every 11 fully paid ordinary shares 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 (Open Offer).

2. This notice is being given under section 708AA(2)(f) of the Act as modified by ASIC Instrument 2016/84.

3. As at 27 September 2018, eServGlobal complied with:

(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

(b) section 674 of the Corporations Act.

4. As at 27 September 2018, there is no information:

(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

(b) that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of eServGlobal; or

(ii) the rights and liabilities attaching to the new Shares.

5. The Open Offer is not expected to have any material effect on the control of eServGlobal as the current substantial shareholders are expected to maintain their approximate voting power.

Investors should note the following:

(a) The Open Offer is conducted as an accelerated non-renounceable entitlement offer with the Directors expecting to place any shortfall arising from the institutional component of the Open Offer with existing institutional investors.

(b) The Directors expect to place any shortfall arising from the retail component of the Open Offer, subject to clawback, with an institutional investor. Holders eligible to participate in the retail component of the Open Offer will not be entitled to apply for the shortfall.

(c) The proportional interests of eligible shareholders who do not take up all of their entitlements under the Open Offer will be reduced.

(d) The Open Offer is being conducted in conjunction with an institutional placement. Due to the dilution created by the institutional placement, all existing investors who did not participate in the institutional placement will have their shareholding diluted even though they may take up all their entitlement to new Shares under the Open Offer.

(e) The proportional interests of shareholders with registered addresses outside the United Kingdom, a member State of the European Union, Australia or New Zealand will be reduced because those shareholders are not entitled to participate in the Open Offer.

(f) The Open Offer is not a rights issue to which Section 611 Item 10 of the Act applies. Accordingly, no person may increase their voting power beyond that permitted by Section 606 of the Act, unless an exception applies.

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

 

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.
 
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