Placing and Notice of General Meeting

RNS Number : 9182N

Sabien Technology Group PLC

03 February 2021

 

This announcement contains inside information as stipulated under the UK Market Abuse Regulations ("MAR").

3 February 2021

Sabien Technology Group plc

  ("Sabien" or the "Company")

Placing and Notice of General Meeting

The Board of Sabien is pleased to announce a proposed fundraise of £450,000 through the issue of 418,604,651 new ordinary shares in the Company ("Placing Shares") to Richard Parris, the Company's Executive Chairman.

HIGHLIGHTS

·Proposed £450,000 investment by Sabien's Chairman at an issue price of 0.1075p per share (the "Placing Price") via the issue of 418,604,651 new ordinary shares in the Company (the "Placing");

·The Placing Price is equivalent to the Company's closing mid-market price on 2 February 2021, being the day prior to this announcement.

·The Placing Price represents a premium of 115% to the conversion price of 0.05p for the £1.25 million of convertible unsecured loan notes ("CULs") issued and announced on 19 January 2021;

·Issue of 418,604,651 warrants to subscribe for Ordinary Shares in the Company ("Placing Warrants"), to Richard Parris, exercisable at 0.05p per share;

·Expected cash position following settlement of the Placing and CULs of circa £1.7m;

·The combined CULs issue and the Placing provide the Company with a strong balance sheet to enable it to execute its strategy;

·General Meeting to be held on 22 February 2021, to obtain shareholder approval for the requisite share authorities to enable the issue of the Placing Shares, the issue and exercise of the Placing Warrants, conversion of the CULs, and the exercise of the warrants to subscribe for Ordinary Shares issued in conjunction with the CULs.

Background to the Placing

On 20 January 2021, the Company announced that it had issued convertible unsecured loan notes (the "CULs") to raise a total of £1.25 million for the Company. The CULs are convertible into ordinary shares in the Company at a conversion price of 0.05p each, at the election of the Company. The CULs have a maturity date of 19 January 2023 and will not accrue any interest.

In addition, the Company announced the issue of 2,500,000,000 warrants to subscribe for Ordinary Shares in the Company at a price of 0.1p per warrant (the "Placing Warrants"). The Placing Warrants were granted to the holders of the CULs on a pro rata basis and may be exercised until 19 January 2022.

The Company is proposing to raise an additional £450,000 through a placing of 418,604,651 Ordinary Shares with Richard Parris, the Executive Chairman of the Company, via the Company's Broker, Peterhouse Capital Limited at 0.1075p per share. It is intended that the proceeds from the Placing shall be used to provide further resources to enable the Company to execute its green technology strategy as previously announced. In addition, the Company shall issue 418,604,651 warrants to subscribe for Ordinary Shares in the Company ("Further Warrants") to Richard Parris.

The Placing and the issue of the Further Warrants are conditional, among other things, upon the Company obtaining approval from Shareholders granting authority to the Board to allot the Ordinary Shares pursuant to the Placing, to allot the Ordinary Shares upon exercise of the Further Warrants and to disapply pre-emption rights which would otherwise apply to the allotment of such Ordinary Shares.

Terms of the Further Warrants

The principal terms and conditions of the Further Warrants are as follows:

· the Further Warrants give the right to subscribe for Ordinary Shares at a price of 0.05p per Ordinary Share;

· exercise of the Further Warrants is subject to and conditional on the Company's middle market share price for each of the five Business Days immediately preceding the date of the Further Warrant exercise notice being equal to or exceeding 0.2p per share; and

· the Further Warrants may be exercised until 19 February 2023.

Related Party Transaction

The issue of the Placing Shares and the Placing Warrants constitute a related party transaction in accordance with Rule 13 of the AIM Rules for Companies. The independent directors, being Charles Goodfellow and Ranald McGregor-Smith consider, after consultation with the Company's nominated adviser, that the terms of the issue of the Placing Shares and the Placing Warrants are fair and reasonable insofar as shareholder are concerned.

Richard Parris, following the issue of the Placing Shares, will hold 451,937,984 Ordinary Shares in the Company on Admission, representing 10.34 percent. of the issued share capital, as enlarged by the issue of the Placing Shares and the conversion of the CULs. Richard Parris will also hold 418,604,651 warrants to subscribe for Ordinary Shares in the Company.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. (London time) on or around 24 February 2021 and that dealings in the Placing Shares on AIM will commence at the same time. Admission is conditional upon, among other things, the relevant resolutions being duly passed at the General Meeting. 

General Meeting

Shareholder approval at a general Meeting of the Company is required to enable the issue of the Placing Shares, the issue and exercise of the Placing Warrants, conversion of the CULs, and the exercise of the warrants to subscribe for Ordinary Shares issued in conjunction with the CULs.

The Company will shortly post a circular to Shareholders, which will provide further details of the above matters and include a notice convening the General Meeting. The General Meeting is to be held by videoconference at 10.00 a.m. on 22 February 2021 at which the Resolutions will be proposed.

Executive Chairman, Richard Parris, said: "Subject to shareholder approval, I am delighted to make a significant investment into the Company. The Board has ambitious plans for the rapid expansion of the business and the cash reserves we have now secured will kick-start this growth. "

For Further Information: Sabien Technology Group plc Richard Parris, Executive Chairman	[phone]
Allenby Capital Limited (Nominated Adviser) John Depasquale / Asha Chotai	[phone]
Peterhouse Capital Limited (Broker)  Duncan Vasey / Lucy Williams	[phone]
The person who arranged for the release of this announcement on behalf of the Company was Richard Parris, Executive Chairman. A copy of this announcement will be available from the Company's website at  www.sabien-tech.co.uk .

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Parris
2.	Reason for the Notification
a)	Position/status	Director - Executive Chairman
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Sabien Technology Group plc
b)	LEI	213800S5QG1SMGHFHY68
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 0.01p each Warrants to subscribe for Ordinary Shares of 0.01p each
	Identification code	GB00B1FPCD38
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Number of Shares Price per Share 418,604,651 0.1075 p Number of Warrants Exercise price 418,604,651 0.05p
d)	Aggregated information: -  Aggregated volume -  Price	As (c) above
e)	Date of the transaction	3 February 2021
f)	Place of the transaction	Outside a trading venue

 

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