TIDMSNT
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 GBP44.48 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.sutcliffe@sabien-tech.co.uk 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 +44 20 7993 3700
Richard Parris, Executive Chairman
Allenby Capital Limited (Nominated Adviser) +44 203 328 5656
John Depasquale / Asha Chotai
Peterhouse Capital Limited (Broker) +44 207 469 0930
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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END
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