TIDMESG
RNS Number : 4959J
eServGlobal Limited
18 December 2015
eServGlobal Limited ("eServGlobal" or the "Company")
eServGlobal Notice of Extraordinary General Meeting
18 December 2015
eServGlobal Limited (AIM:ESG & ASX:ESV), the provider of
end-to-end mobile financial services to emerging markets, announces
that an Extraordinary General Meeting of the Company ("EGM") will
be held at 11.00 a.m. AEDST on Monday 18 January 2016 in Sydney,
Australia.
The EGM is being called for the purpose of obtaining the
approval of the Company's shareholders for the granting of the
assets of the Company as security for the Loan Facility and the
Existing Loan. A notice of EGM together with an explanatory
memorandum is being posted to shareholders today and will shortly
be available from the Company's website (see details below) in
accordance with AIM Rule 26.
Background
As announced on 5 October 2015, eServGlobal entered into an
agreement for a new Loan Facility from the Alphagen Volantis Fund
Limited and the Alphagen Catalyst Fund Limited, acting through its
investment manager, Alphagen Capital Limited (formerly known as
Henderson Alternative Investment Advisor Limited), part of
Henderson Global Investors ("Henderson", or the "Lenders").
The Loan Facility of up to GBP5.0M was drawable in two equal
tranches. The first tranche of GBP2.5M was drawn down on 9 October
2015 and an additional GBP2.5M is available for drawdown prior to
30 June 2016. The second drawdown is subject to both shareholder
approval and the approval of the Lenders, at their discretion.
The Directors expect to require the second tranche of GBP2.5M
before 31 March 2016, partly for working capital requirements and
also to repay the National Australia Bank loan of A$3.0M (due for
repayment on 31 March 2016).
The Company is also presently indebted to the Lenders for
GBP5.0M under the Existing Loan, thus the total indebtedness of the
Company to the Lenders is GBP7.5M at the date of this
announcement.
Content of Explanatory Memorandum
The Explanatory Memorandum provides additional information
relevant to the decision of shareholders regarding the sole
resolution to be put to the EGM. The Directors of eServGlobal
highlight the following matters contained in the Explanatory
Memorandum for the attention of Shareholders:
-- The National Australia Bank, as the existing secured creditor
of the Company, has refused to grant its consent to the granting of
security to the Lenders. Accordingly, no security will be granted
to the Lenders until such time as the National Australia Bank
grants its consent, or the loan from the National Australia Bank is
repaid. The Loan from the National Australia Bank is in the amount
of A$3M and expires on 31 March 2016. The Directors do not expect
the National Australia Bank to rollover the loan.
-- The shareholders other than eServGlobal SAS in the HomeSend
JV have not consented, (their consent being required under the
HomeSend JV agreement), to permit eServGlobal's shareholding in the
HomeSend JV to be granted as security to any secured creditor of
the Company and accordingly, until their consent is obtained, the
Company's shares in the HomeSend JV will not form part of the
security for the Loan Facility, the Exitsing Loan or the loan from
the National Australia Bank. The shares in the HomeSend JV owned by
eServGlobal SAS are in the process of being transferred to
eServGlobal (NZ) Pty Ltd, a wholly owned Australian incorporated
subsidiary of eServGlobal Limited.
-- The Directors of the Company expect to require the funds
available under the second drawdown of the Loan Facility before 31
March 2016, partly to meet the Company's working capital
requirements and also to repay the National Australia Bank
loan.
-- There has been no variation to the terms of the Loan Facility
or the Existing Loan as disclosed in the announcement of 5 October
2015. The second drawdown remains at the discretion of the Lenders
and also conditional upon the establishment of uncapped security
over the assets of the Company. While the National Australia Bank
remains a secured creditor the Company will be unable to satisfy
one of the conditions to the second drawdown. The Directors are
seeking shareholder approval now for the granting of security to
facilitate the discussion with Henderson regarding the Company's
request for the temporary waiver of this condition and consent to
the second drawdown before 31 March 2016, which in turn will enable
the Company to repay the National Australia Bank loan.
Date and Place of EGM
The General Meeting will be held on:
Monday 18 January 2016 at 11.00 a.m. AEDST
Institute of Chartered Accountants
Level 9, 33 Erskine Street
Sydney NSW 2000
AUSTRALIA
The Notice of Extraordinary General Meeting, sample Voting
Instructions, the Explanatory Memorandum and Independent Expert's
Report can be found at the following link:
http://www.eservglobal.com/investors/announcements/2015
DI Holders will each receive a personalised Voting Instructions
form.
Unless otherwise defined, defined terms within this announcement
have the same meanings as those within the announcement of 5
October 2015 and the Explanatory Memorandum.
For further information, please contact:
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary T: +61 2 8014 5050
investors@eservglobal.com
Canaccord Genuity Limited (Nomad www.canaccordgenuity.com
and Broker) T: +44 (0) 20 7523
Simon Bridges / Cameron Duncan 8000
/ Emma Gabriel
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.
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.
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.
eServGlobal has been a source of innovative solutions for mobile
and financial service providers for 30 years.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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