18th Dec 2015 07:00
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 £5.0M was drawable in two equal tranches. The first tranche of £2.5M was drawn down on 9 October 2015 and an additional £2.5M 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 £2.5M 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 £5.0M under the Existing Loan, thus the total indebtedness of the Company to the Lenders is £7.5M 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
|
Canaccord Genuity Limited (Nomad and Broker) Simon Bridges / Cameron Duncan / Emma Gabriel | www.canaccordgenuity.com T: +44 (0) 20 7523 8000 |
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.
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