TIDMESG
RNS Number : 5539A
eServGlobal Limited
23 December 2014
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
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
Name of entity
eServGlobal Limited
ABN
59 052 947 743
We (the entity) give ASX the following information.
Part 1 -- All issues
You must complete the relevant sections (attach sheets if there
is not enough space).
1 +Class of +securities issued or to be issued Ordinary Fully Paid Shares
Number of +securities issued or to be issued (if known) or maximum number which may be
2 issued 10,000,000
3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; Ordinary Fully Paid Shares
if partly
paid +securities, the amount outstanding and due dates for payment; if +convertible
securities,
the conversion price and dates for conversion)
4 Do the +securities rank equally in all Yes
respects from the +issue date with an
existing +class
of quoted +securities?
If the additional +securities do not
rank equally, please state:
-- the date from which they do
-- the extent to which they participate
for the next dividend, (in the case of
a trust, distribution)
or interest payment
-- the extent to which they do not rank
equally, other than in relation to the
next dividend,
distribution or interest payment
5 Issue price or consideration AUD$0.55 per share
Purpose of the issue Institutional placement for the purpose of raising funds to:
(If issued as consideration for the -- Invest in establishment of Indirect Sales Channels and expand
6 acquisition of assets, clearly identify geographic reach;
those assets) -- Accelerate delivery of projects;
-- Complete industrialisation of Paymobile 3;
-- Pursue significant opportunities with large Telecom Operator
Groups; and
-- General working capital and restructuring.
Is the entity an +eligible entity that No
has obtained security holder approval
6a under rule 7.1A?
If Yes, complete sections 6b - 6h in
relation to the +securities the subject
of this Appendix
3B, and comply with section 6i
The date the security holder resolution -
under rule 7.1A was passed
6b
Number of +securities issued without -
security holder approval under rule 7.1
6c
Number of +securities issued with -
security holder approval under rule
6d 7.1A
Number of +securities issued with -
security holder approval under rule
6e 7.3, or another specific
security holder approval (specify date
of meeting)
Number of +securities issued under an -
exception in rule 7.2
6f
If +securities issued under rule 7.1A, -
was issue price at least 75% of 15 day
6g VWAP as calculated
under rule 7.1A.3? Include the +issue
date and both values. Include the
source of the VWAP
calculation.
If +securities were issued under rule -
7.1A for non-cash consideration, state
6h date on which
valuation of consideration was released
to ASX Market Announcements
Calculate the entity's remaining issue
capacity under rule 7.1 and rule 7.1A
- complete Annexure
1 and release to ASX Market
6i Announcements 28,246,107
7 +Issue dates 30 December 2014
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.
Number +Class
8 Number and +class of all +securities 264,974,052 Fully Paid Ordinary Shares
quoted on ASX (including the
+securities in section 2
if applicable)
Number +Class
9 Number and +class of all +securities not quoted on 7,571,945 Options issued under the ESOP exercisable for $0.36
ASX (including the +securities in section
2 if applicable)
10 Dividend policy (in the case of a trust, N/A
distribution policy) on the increased capital
(interests)
Part 2 -- Pro rata issue
Items 11 to 33 are not applicable
11 Is security holder approval required?
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
16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
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
21 Amount of any underwriting fee or commission
22 Names of any brokers to the issue
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)
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
Part 3 -- Quotation of securities
You need only complete this section if you are applying for
quotation of securities
34 Type of +securities
(tick one)
(a) +Securities described in Part 1
(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
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
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
Entities that have ticked box 34(b)
38 Number of +securities for which +quotation is sought
39 +Class of +securities for which quotation is sought
40 Do the +securities rank equally in all respects from the +issue date with an existing +class
of quoted +securities?
If the additional +securities do not rank equally, please state:
-- the date from which they do
-- the extent to which they participate for the next dividend, (in the case of a trust,
distribution)
or interest payment
-- the extent to which they do not rank equally, other than in relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
Number +Class
42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute
discretion. ASX may quote the +securities on any conditions it
decides.
2 We warrant the following to ASX.
-- The issue of the +securities to be quoted complies with the
law and is not for an illegal purpose.
-- There is no reason why those +securities should not be granted +quotation.
-- 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
-- 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.
-- 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.
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.
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.
Sign here: Date: 23 December 2014
(Company Secretary)
Print name: Tom Rowe
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
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 253,545,997
Add the following:
-- Number of fully paid +ordinary securities issued in that 12 month period under an exception
in rule 7.2
-- Number of fully paid +ordinary securities issued in that 12 month period with shareholder
approval
-- Number of partly paid +ordinary securities that became fully paid in that 12 month period
Note:
-- Include only ordinary securities here - other classes of equity securities cannot be added
-- Include here (if applicable) the securities the subject of the Appendix 3B to which this
form is annexed
-- It may be useful to set out issues of securities on different dates as separate line items 1,428,055
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period 0
"A" 254,974,052
Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 38,246,107
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:
-- Under an exception in rule 7.2
-- Under rule 7.1A
-- With security holder approval under rule 7.1 or rule
7.4
Note:
-- This applies to equity securities, unless specifically
excluded - not just ordinary securities
-- Include here (if applicable) the securities the
subject of the Appendix 3B to which this
form is annexed
-- It may be useful to set out issues of securities on
different dates as separate line items 10,000,000
"C" 10,000,000
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 38,246,107
Subtract "C"
Note: number must be same as shown in Step 3 10,000,000
Total ["A" x 0.15] - "C" 28,246,107
[Note: this is the remaining placement capacity under rule
7.1]
This information is provided by RNS
The company news service from the London Stock Exchange
END
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