TIDMESG
RNS Number : 2725S
eServGlobal Limited
29 November 2012
eServGlobal Limited (eServGlobal or the "Company")
Placing and Subscription to raise up to GBP10.962 million
(AUD$16.812 million) and Trading Update
Trading in line with guidance: EBITDA positive in H2 FY2012
HomeSend hub members represent one in every five mobile
subscribers in the world
Paris: 29 November 2012
eServGlobal (LSE: ESG & ASX: ESV), the global telecoms
software vendor specialising in Mobile Money and Value-Added
Services, is pleased to provide an update on trading and to
announce a placing and subscription at 21 pence per share
(AUD$0.32) to raise up to GBP10.962 million (AUD$16.812million)
(the "Fundraising").(1)
Trading Highlights
-- Trading for the financial year ended 31 October 2012 in line
with guidance and EBITDA positive in H2 FY2012
-- Five new multinational groups have joined the HomeSend
platform including: Vodafone, MoneyTrans, Xpress Money, and
Airtel
Africa.
-- HomeSend hub members represent one out of every five mobile
subscribers in the world
-- More than 15 new customers added since FY2011
-- Outlook remains positive with healthy pipeline
Fundraising Highlights
-- GBP10.962 million (AUD$16.812 million) fundraising at 21
pence per share (AUD$ 0.32) consisting of:
o A placing and subscription to raise up to GBP6.197 million
(AUD$9.504 million) conducted under the Company's current authority
to issue shares (the "First Placing" and the "Subscription")
o A placing to raise GBP4.765 million (AUD$7.308 million)
conditional on shareholder approval (the "Second Placing")
-- The proceeds of the First Placing and the Subscription will
strengthen the balance sheet, enhance the Company's ability to
compete for
larger contracts and partnerships, and will enable the Company
to accelerate technology development for HomeSend and mobile
money services.
-- The proceeds of the Second Placing will accelerate payment of
the Company's AUD$7.2 million (GBP4.7 million) outstanding
shareholder loans.
(1) Foreign exchange rates cited in the placement are estimated at 0.652 AUD to GBP.
Craig Halliday, Chief Executive Officer, commented:
"We are delighted that both existing and new shareholders
recognise the huge progress made at eServGlobal and are pleased to
place these new shares to meet institutional demand. The proceeds
will help us to take advantage of the enormous opportunity that our
technology and positioning presents.
The last six months have been focused on execution and with
considerable success. We have continued to build up our partner
network and invest in our technology while attracting major new
customers onto the HomeSend platform. The core business is EBITDA
profitable in the second half and HomeSend is poised to become the
de-facto standard for international mobile remittances. As the
world continues to become more interconnected, it is our goal to
position ourselves at the center of the mobile money revolution,
ensuring global interconnectivity between the world's leading
mobile operators, banks, and money transfer organisations."
Share Placement
The First Placing and Subscription
The Company proposes to raise approximately GBP3.740 million
through the placing (the "First Placing") of 17,807,815 new
ordinary shares (the "First Placing Shares") with institutional
investors in the UK and approximately GBP2.457 million (AUD$3.768
million) by means of a direct subscription for 11,700,000 new
ordinary shares (the "Subscription Shares") by investors in
Australia (the "Subscription). The issue price for the First
Placing Shares and the Subscription Shares (together the "New
Shares") is 21 pence (AUD$0.32) per share.
Subject to completion, the First Placing and Subscription will
result in the issue of a total of 29,507,815 new ordinary fully
paid shares which will represent 14.99% percent of the current
issued ordinary share capital of the Company. Following completion
of the First Placing and Subscription, the Company will have
226,355,521 ordinary shares in issue (the "Enlarged Share
Capital").
The Company has applied for admission of the New Shares to
trading on AIM and the ASX. It is expected that such admission will
become effective and dealings in the New Shares (the First Placing
Shares being represented by depositary interests in CREST) will
commence on AIM on 4 December 2012.
The First Placing is conditional upon, inter alia, admission
("First Admission") of the First Placing Shares to trading on AIM
becoming effective by 8:00 am GMT on 4 December 2012, or such later
time and/or date as Cenkos Securities plc may agree (being no later
than 8:00 am GMT on 31 December 2012). The First Placing is also
conditional on the placing agreement between the Company and Cenkos
Securities plc not being terminated prior to First Admission. The
First Placing is not underwritten.
The subscribers under the Subscription have unconditionally
agreed to subscribe for the Subscription Shares. The Subscription
is expected to complete on 3 December. Neither the First Placing
nor the Subscription is conditional on the other completing.
The New Shares will when issued rank in full for all dividends
and other distributions, declared made or paid on the ordinary
shares of the Company on or after the date of issue and otherwise
rank pari passu in all respects with the existing issued ordinary
shares of the Company.
The Company intends to use the net proceeds of the First Placing
and Subscription to enhance its ability to compete for larger
contracts and to work with larger partners. In addition, the
Company intends to use the net proceeds to fund further technology
development for its HomeSend and Mobile Money services and
deployment of its products.
The Second Placing
The Company proposes to raise approximately GBP4.765 million
through the placing (the "Second Placing") of 22,690,476 new
ordinary shares (the "Second Placing Shares"). The Second Placing
is conditional on obtaining shareholder approval at a general
meeting of the Company.
The issue price for the Second Placing Shares is 21 pence
(AUD$0.32) per share. The Second Placing Shares will represent
approximately 10 percent of the Enlarged Share Capital. Following
completion of the First Placing, Subscription and Second Placing
the Company will have 249,045,997 ordinary shares in issue.
A notice convening a general meeting of the Company to consider
and, if thought fit, approve resolutions required for the Second
Placing is expected to be sent to shareholders on or around 21
December 2012 to convene the general meeting for a date on or
around 22 January 2013.
In addition to being conditional on receiving shareholder
approval, the Second Placing is conditional upon, inter alia,
admission ("Second Admission") of the Second Placing Shares to
trading on AIM becoming effective by 8:00 am GMT on 25 January 2013
or such later time and/or date as Cenkos and the Company may agree
(being not later than 14 February 2013). The Second Placing is also
conditional and on the placing agreement between the Company and
Cenkos Securities plc not being terminated prior to the Second
Placing. The Second Placing is not underwritten. The Second
Admission is conditional on First Admission being effected but is
not conditional on the Subscription being completed.
Subject to shareholder approval being obtained at the general
meeting: (i) application will be made for the Second Placing Shares
to be admitted to trading on AIM and the ASX; and (ii) it is
expected that such admission will become effective and dealings in
the Second Placing Shares (the Second Placing Shares being
represented by depositary interests in CREST) will commence on AIM
on or around 25 January 2013.
The Second Placing Shares will when issued rank in full for all
dividends and other distributions declared made or paid on the
ordinary shares of the Company on or after the date of issue and
otherwise rank pari passu in all respects with the existing issued
ordinary shares of the Company.
The Company intends to use the net proceeds of the Second
Placing to accelerate payment of outstanding loans.
Trading Update
Update on progress with HomeSend
The past year has seen outstanding growth in the HomeSend
network which continues to gain momentum. HomeSend, the leading
mobile international remittance platform offered by our strategic
partner BICS and based on eServGlobal technology, has secured
significant new wins in the past six months, effectively tripling
the number of subscribers under contract coverage. With the
addition of Airtel, Vodafone, and other key multinational deals
such as Xpress Money, mobile operator groups representing
approximately one in every 5 mobile subscribers in the world have
joined the hub, positioning it as the leader in international
mobile remittances. In addition, MoneyTrans will be opening sending
corridors to HomeSend in six European countries from the money
transfer organisation's agents.
Recent major wins include:
-- A landmark agreement with Vodafone Group to provide
international mobile remittances. Vodafone has 400m subscribers
worldwide,
is present in over 30 markets, and is a driving force in mobile
money. Its innovative M-Pesa platform generates domestic revenues
of
over US$200m per annum in Kenya alone. Worldwide, Vodafone's
M-Pesa users perform approximately 165m transactions per
month (c. 2bn per annum). On the sending side, Vodafone is
working to deploy mobile money in developed markets which we
expect
to further accelerate global adoption.
-- Airtel Africa will use HomeSend across its 17 African
affiliates. Mobile financial services are expanding rapidly across
the continent,
and HomeSend now covers four of the continent's largest and most
influential operator groups - Airtel Africa, Vodafone, MTN and
Qtel. Comprising over fifty individual operators in Africa,
these groups have access to an estimated 300m subscribers on the
continent.
Wireless Intelligence estimates that Africa has 365m total
unique subscribers.
-- A multinational operator group with hundreds of millions of
subscribers has signed to the platform.
-- Xpress Money, a subsidiary of UAE Exchange and one of the
world's leading money transfer organizations with an estimated
US$4Bn
in annual transfers, joined the hub.
-- MoneyTrans, a multinational money transfer organization with
70,000 payout locations, plans to begin sending money into the
HomeSend network from France, Spain, Italy, Holland, Belgium and
the UK. An initial corridor between Belgium and the Philippines
is live.
-- ContactSystem, the leading money transfer organization in
Russia operated by RusslavBank, is working with Homesend to
enable remittances towards Russia and the CIS countries.
-- These wins add to the existing HomeSend ecosystem including
operators such as MTN, Qtel, and Lyca; mobile money leaders
including Smart Telecom and Globe Philippines; and banks in
Nepal and Pakistan.
Current trading
The Board is pleased to report that, as anticipated in the
trading update on 29 June 2012, the pipeline is healthy and H2
FY2012 is anticipated to show growth in monthly average revenues
and a decrease in monthly average costs. New customer wins in our
core mobile money and value-added services business have helped
push revenues in the second half above the first half (H1:
AUD$12.6M). Subject to audit, full year results are anticipated to
be in line with guidance.
This year we have materially completed the phase-out of legacy
contracts from the USP business and we have increased higher-margin
mobile money and value-added services revenues. With the flow
through of operational cost savings made in H1, the Company expects
that the business will be profitable on an EBITDA basis in the
second half of the year and in line with guidance.
Core business outlook
The core mobile money and value-added services business
continues to perform well and, subject to audit, is EBITDA positive
in H2 FY2012. We are winning new customers - adding more than 15
since FY2011 - and our pipeline continues to look strong for
FY2013. This year we have won agreements to work with new and
continuing customers to deliver innovative mobile money solutions
in East Africa, Southeast Asia, the Middle East, and the Indian
Subcontinent. We also continue to extend our partner ecosystem,
adding new system integrators and hardware providers like Wincor
Nixdorf.
One of the key highlights this year was a new, five year deal
with an Asian conglomerate. Valid for up to 9 million subscribers,
the US$1.6 million deal is expected to grow on the back of
anticipated subscriber growth. This multinational organization has
holdings in the telco, financial, and consumer goods industries,
and the reach and influence to become a regional leader in mobile
services. eServGlobal's PayMobile platform will be deployed across
the subscriber base for the project.
Cash and Facilities
During the period, the Company was in receipt of the final
payment of AUD$11.4m relating to the sale of the USP business to
Oracle in 2010. This, combined with improved EBITDA levels, means
at 31 October the cash positions is AUD$3.5m, after having repaid
AUD$6.8m in shareholder loans. As at 31 October 2012, the Company
had AUD$7.2 million in outstanding shareholder loans; AUD$6.0
million of these loans are owed to entities associated with three
of the Company's directors (Richard Mathews, Craig Halliday and
James Brooke) and are repayable in February 2014. The remaining
AUD$1.2 million is owed to a former shareholder (Guinness Peat
Group International Holdings BV) and is repayable in August 2013.
The Company intends to repay these loans with the proceeds of the
Second Placing.
Change in Address
eServGlobal has changed its registered address to the
following:
eServGlobal
c/o Simpsons Solicitors
Level 2, Pier 8/9
23 Hickson Road
Millers Point NSW 2000
Australia
Facsimile: +61 2 8014 5060
About eServGlobal
eServGlobal specializes in Mobile Money solutions and
Value-Added Services (VAS), to help Mobile Service Providers
increase their revenue and gain and maintain customer ownership.
eServGlobal invests heavily in product development, using
carrier-grade, next-generation technology and aligning with the
requirements of more than 80 customers in over 55 countries.
For more than 28 years mobile and financial service providers
have used eServGlobal solutions to lead and innovate in their local
markets, leveraging their core assets and their trusted agent and
subscriber relationships.
eServGlobal provides full "end-to-end" and "any account to any
account" Mobile Money Services and International Remittance
Services. In strategic partnership with BICS, the HomeSend solution
is the only mobile-centric international remittance hub to gain
endorsement from the GSM Association.
eServGlobal's Value-Added Services in promotions, loyalty and
messaging enable service providers to engage with their subscribers
in a personalized and dynamic manner.
To reduce time-to market and to meet the needs of operators and
banks, eServGlobal provides multiple licensing alternatives as well
as SaaS-based products and services.
eServGlobal is listed on the Australian Securities Exchange
(ESV) and the London Stock Exchange AIM (ESG). More information at:
www.eservglobal.com
For further information, please contact:
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary T: +61 (0)2 8014 5050
Christina Tubb, Head of Investor Relations
investors@eservglobal.com
Cenkos Securities plc www.cenkos.com
Ivonne Cantú/Stephen Keys (Nomad) T: +44 (0) 20 7397 8980
Julian Morse/Alex Aylen
Newgate Threadneedle www.newgatethreadneedle.com
Caroline Evans-Jones/Josh Royston/Hilary Millar T: +44 (0) 20 7653 9850
Charles Stanley Securities www.csysecurities.com
Dugald Carlean/Paul Brotherhood T: +44 (0) 20 7149 6000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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