TIDMSNT
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 GBP450,000 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 GBP450,000 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 GBP1.25 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 GBP1.7m;
-- 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
GBP1.25 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 GBP450,000
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 +44 20 7993 3700
Allenby Capital Limited (Nominated
Adviser)
John Depasquale / Asha Chotai +44 203 328 5656
Peterhouse Capital Limited (Broker)
Duncan Vasey / Lucy Williams +44 207 469 0930
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 Ordinary shares of 0.01p each
the Financial instrument, Warrants to subscribe for Ordinary Shares
type of instrument of 0.01p each
Identification GB00B1FPCD38
code
------------------------------- -------------------------------------------
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: As (c) above
- Aggregated volume
- Price
------------------------------- -------------------------------------------
e) Date of the transaction 3 February 2021
------------------------------- -------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- -------------------------------------------
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END
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