eServGlobal Limited Section 708AA Notice (9815C)
04 10월 2018 - 6:10PM
UK Regulatory
TIDMESG
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.
END
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