TIDMESG
RNS Number : 9946S
eServGlobal Limited
23 March 2016
eServGlobal Limited ("eServGlobal" or the "Company")
Financing Arrangements
23 March 2016
eServGlobal (AIM: ESG & ASX: ESV), the provider of
end-to-end mobile financial services to emerging markets, announces
that it has today repaid the A$3.0 million loan due to National
Australia Bank.
Separately, the Company has entered into an agreement for a new
loan facility of up to GBP1.0 million (the "New Loan"). The New
Loan will be provided equally by the Alphagen Volantis Fund Limited
and the Alphagen Volantis 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"). Prior
to the New Loan being entered into, the Company was already
indebted to Henderson for a total of GBP10.0 million (the "Existing
Loans").
The Company will draw down GBP0.5 million of the New Loan with
immediate effect to meet general working capital requirements which
are heightened currently by the Company's engagement with a
significant sales opportunity, the timing or definitive outcome of
which remains uncertain.. The remaining GBP0.5 million balance of
the New Loan may be drawn at any time between 1 May 2016 and 31
October 2016, subject to there not being any material adverse
change to the Company's current financial performance or outlook.
The Directors will assess whether or not the remaining GBP0.5
million under the New Loan is required after the financing events
that are due to occur in April 2016, being the expected receipt of
the EUR3.5 million HomeSend escrow amount from MasterCard and
payment of EUR2.625 million for the balance of the HomeSend
investment commitment made in October 2015.
Commenting on these financing arrangements, the Company's
Executive Chairman John Conoley said "As previously announced, the
Company has been focusing on reducing costs and improving cash
collection across the Group whilst building the sales pipeline for
Q2 onwards. Whilst the conclusion of key sales opportunities remain
uncertain as to timing, the pipeline is improving and this further
cash injection should ensure the Company is in a stronger position
to realise that pipeline. We expect working capital to improve
across the second half of this financial year with the expected
recovery in orders. We are grateful for the confidence that
Henderson has demonstrated with the provision of the New Loan."
Terms of the New Loan
The New Loan will be provided equally by the Alphagen Volantis
Fund Limited and the Alphagen Volantis Catalyst Fund Limited,
acting through its investment manager, Alphagen Capital Limited,
part of Henderson.
The New Loan has been provided at the same interest rate and
establishment fee as the Existing Loans (being 0.8% per month
compounded and 2.5% of the drawn down amount respectively). The New
loan will fall due for repayment on 4 June 2017. Under the terms of
the agreement, in the event of an equity fundraising the Company
would be required to repay the Existing Loans and New Loan, except
for GBP3 million which could be retained for working capital
purposes.
In addition, 8,000,000 options (the "New Options") over the
Company's shares have today been issued to Henderson as a facility
fee for the New Loan. The exercise price for these New Options will
be the lesser of 4.375 pence or a 20% discount to the 60 day Volume
Weighted Average Price for a depository interest in the Company on
AIM for the period commencing 22 March 2016 (the methodology for
calculating the exercise price of the New Loan options is also
consistent with the methodology used for the options in respect of
the Existing Loans). The expiry date of the New Options is 5
October 2020. The New Options, together with the 39,866,107 options
granted previously pursuant to the Existing Loans, represent 18.0%
of the Company's current issued share capital.
With the discharge of the loan to the National Australia Bank,
the Company has granted a fixed and floating charge over its assets
to Henderson on the terms approved by the Company's shareholders at
the Extraordinary General Meeting held on 18 January 2016.
Debt Facilities Summary
Following the draw down under the New Loan referenced above, a
summary of the Company's current indebtedness is included in the
table below:
Lender Amount Amount Drawn Maturity
Date
---------- -------- ------------- ------------
Henderson GBP5.0m GBP5.0m 4 June 2017
---------- -------- ------------- ------------
Henderson GBP5.0m GBP5.0m 5 October
2017
---------- -------- ------------- ------------
Henderson GBP1.0m GBP0.5m 4 June 2017
---------- -------- ------------- ------------
Related Party Transaction
Henderson and its associates are substantial shareholders in
eServGlobal, holding in aggregate 46,549,213 depository interests
in the Company, representing 17.5% of the issued share capital and
total voting rights of the Company, and CFDs over 9,041,951
depository interests, and as such Henderson is considered to be a
related party of the Company pursuant to Rule 13 of the AIM Rules
for Companies. If the New Options, together with the 39,866,107
options granted previously pursuant to the Existing Loans, are
exercised in full, Henderson would hold an interest in 94,415,320
depository interests of the Company, representing 30.1% of the
enlarged issued share capital and enlarged total voting rights. As
eServGlobal is an Australian incorporated company, there are
limitations under the Corporations Act of Australia as to the speed
at which any shareholder can obtain voting power in the Company of
more than 20%.
The agreement for the New Loan is a related party transaction
pursuant to AIM Rule 13. The directors of the Company, having
consulted with the Company's nominated adviser, Canaccord Genuity
Limited, consider that the terms of the New Loan are fair and
reasonable insofar as the Company's shareholders are concerned.
For further information, please contact:
eServGlobal www.eservglobal.com
Tom Rowe, Company Secretary T: +61 (0)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
Alma PR (Financial Public Relations) www.almapr.co.uk
Josh Royston / Hilary Buchanan T: +44 (0) 208 004
/ John Coles 4218
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.
For more than 30 years, eServGlobal has been a source of
innovation for telcos and financial institutions. Using
carrier-grade, next-generation technology, eServGlobal aligns with
the requirements of customers around the globe.
Together with MasterCard and BICS, eServGlobal is a joint
venture partner of the HomeSend global payment hub, enabling
cross-border money transfer between mobile wallets, cards, bank
accounts or cash outlets from anywhere in the world.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUOUNRNNAOURR
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March 23, 2016 03:01 ET (07:01 GMT)
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