Posting of Circular and Notice of General Meeting

RNS Number : 5248K

Sabien Technology Group PLC

05 January 2021

 

  5 January 2021

Sabien Technology Group plc

("Sabien" or the "Company")

Posting of Circular and Notice of General Meeting

The Board of Sabien announces that the Company has posted (and otherwise make available on the Company's website at www.sabien-tech.co.uk) to shareholders a circular ("Circular") containing a notice convening a general meeting of the Company (the "General Meeting") along with a form of proxy. The purpose of the General Meeting is to seek shareholder approval of a resolution in connection with the recently announced proposed acquisition of Ptarmigan Health Destinations SA (the "Proposed Acquisition").

Reasons for and background to the General Meeting

The Company's ordinary shares are currently suspended from trading on AIM. The Company has twelve months from 20 January 2020 in which to publish an Admission Document in relation to the Proposed Acquisition, or to confirm that the discussions concerning the Proposed Acquisition have ceased. Despite progress being made, it is extremely unlikely that the Company will be able to publish an admission document by 20 January 2021, and this will result in cancellation of admission to trading on AIM of the Company's securities. Even though the Company's securities will be cancelled from trading on AIM in such case, the Company still intends to complete the Proposed Acquisition and will re-apply for admission of the enlarged group's ordinary shares to trading on AIM.

The Directors believe that it is in the best interests of the Company to ascertain at this stage the sentiment of Shareholders with regard to the Proposed Acquisition. As such, the Ordinary resolution  (the "Resolution") included in the notice convening the General Meeting reads: "That the proposed acquisition by the Company of the entire issued and to be issued share capital of Ptarmigan Health Destinations SA, pursuant to the terms of the Acquisition Agreement, be and is hereby approved with such revisions and amendments (including as to price) of a non-material nature as may be approved by the Directors or any duly authorised committee thereof, and that all acts, agreements, arrangements and indemnities which the Directors or any such committee consider necessary or desirable for the purpose of or in connection with the Acquisition be and are hereby approved."

Please refer to the circular for further details. For the avoidance of doubt, Shareholder approval is not being sought for the purposes of the AIM Rules and the Circular is not, and neither should it be construed as, an admission document. Shareholders should be aware that if the Resolution is not passed, the Proposed Acquisition will not go ahead. In that case, the Company intends to apply to AIM to restore trading in the Company's securities prior to cancellation occurring. Restoration will only occur if the Company is able to confirm it meets its ongoing suitability requirements.

Details of the Proposed Acquisition

As announced on 19 November 2020, Ptarmigan Health Destinations SA ("PHD") is a health destination company based in the valley of Evolene, in the Canton of Valais. Full details on PHD will be provided in an Admission Document which will be published in due course. On completion, the Company, as enlarged by the Proposed Acquisition, would be renamed Health Destinations plc. Sabien has agreed to acquire the issued and to be issued share capital of PHD for consideration of approximately £44.48 million to be satisfied by the issue of ordinary shares in the Company to the vendors of PHD, at an issue price of 325 pence following the Share Consolidation (equivalent to 0.325 pence per share prior to the share capital consolidation). This would result in the issue of approximately 13.7 million new ordinary shares in Sabien.

The Proposed Acquisition and the Company's re-admission AIM is subject to a number of mandatory conditions including compliance with AIM Rules and approval by the Panel on Takeovers and Mergers. It is anticipated that these approvals will have been secured before the date of this General Meeting, however there can be no certainty that this will be the case.

The issue price of 325 pence per share represents a premium of 71% to the Company's share price on 20 January 2020 (post Share Consolidation), immediately prior to the suspension of trading in the Company's ordinary shares on AIM. In conjunction with the Proposed Acquisition, the Company expects to complete a placing and open offer of ordinary shares in the Company, at an issue price of 325p (post Share Consolidation).

Richard Parris, Executive Chairman of Sabien Technology Group said, "The announcement of this General Meeting is a significant step forward in the completion of a long-awaited reverse takeover which will transform the Sabien Technology Group into a post-Covid recovery stock focused on health, medical technology and green energy. I believe the transaction the Board is recommending is in the best interests of all shareholders in terms of execution premium and future growth prospects."

Voting and Attendance at the General Meeting

The Company's general meeting shall be held at 10.00 a.m. on 20 January 2021 by video conference. Given the ongoing Covid-19 pandemic, and in accordance with measures currently imposed by the UK Government, the Board has decided to put in place special measures in relation to the General Meeting. Only the formal business (consisting of voting on the Resolution) to meet the minimum legal requirements will be conducted. The General Meeting will be facilitated by the Company in line with the Government's social distancing guidelines. Please do not attend the meeting in person. Anyone seeking to attend the meeting in person will be refused entry.

The Company has put in place measures to enable Shareholders to follow the proceedings of the General Meeting via a video conference facility if they wish to do so. Consequently, the Board requests that any Shareholders who wish to follow the proceedings please contact the Company before 10.00 a.m. on 13 January 2021 by emailing the Company Secretary at [e-mail] and expressing their wish to join the video conference. Shareholders will not be able to vote via the video conference facility. Voting at the General Meeting will be carried out by way of poll so that votes cast in advance and the votes of all Shareholders appointing the chairman of the Meeting as their proxy can be taken into account. As usual, the results of the General Meeting will be announced as soon as practicable after it has taken place.

For further information:

Sabien Technology Group plc   [phone]

Richard Parris, Executive Chairman

Allenby Capital Limited (Nominated Adviser)                                                               [phone]

John Depasquale / Asha Chotai

Peterhouse Capital Limited (Broker)    [phone]

Duncan Vasey / Lucy Williams

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.

 

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