20 August
2024
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
2019/310.
Sabien
Technology Group plc
("Sabien"
or the "Company" or the "Group")
Related Party
Funding
Sabien Technology Group plc (AIM:
SNT), a leader in Green Aggregation
Strategy, today provides an update regarding the related party
funding announced in the trading update on 8 July 2024.
The Board of Sabien have agreed the
following funding arrangements with Richard Parris' family office -
Parris Group Limited ("PGL") - which will ensure that the
Group has sufficient working capital for the next 12 months without
the need for a placing, based on current sales
forecasts.
1. Remainder of PGL Loan facility announced
19 February 2024
The loan facility announced on 19
February 2024 has £100,000 remaining available to be drawn
down. It is expected this will be required within the next 12
months.
2. PGL wholesale stock
facility
PGL has agreed to provide a facility
whereby it will buy Sabien M2G and M2G Cloud Connect and related
stock in bulk. PGL will then resell that stock to Sabien in
the smaller quantities required to meet Sabien customer
demand. PGL will take a 20% wholesaler mark up on the stock
and be paid by Sabien once cash is collected from the end
customer.
3. PGL R&D and IT support
agreement
PGL has agreed to take over
responsibility for the remaining software and hardware development
required to commercialise the final stage in the M2G Cloud Connect
development and for the Group IT support function. PGL will
provide these services via its digital trust solution subsidiary:
Aretiico Group Plc. PGL will take a 5% royalty on M2G sales
and be paid by Sabien once cash is collected from the end
customer.
4. Issue of equity to settle outstanding Board
remuneration, broker fees and other liabilities
Richard Parris and Ed Sutcliffe in
their capacity as directors of Sabien have agreed to accept
settlement of £61,936 outstanding Director remuneration (the
"Director Remuneration");
the Company's broker has agreed to accept settlement for £40,000 of
broker fees; and £25,000 of other liabilities will be settled via
the issue of new ordinary shares ("New Shares") in Sabien. New
Shares will be issued at the average share price for the five days
preceding this announcement of 9.175 pence.
The following amounts will be
settled in new ordinary shares with fractional entitlements rounded
down:
DIRECTOR
|
COUNTERPARTY
|
OUTSTANDING REMUNERATION
£
|
PRICE PER NEW ORDINARY SHARE PENCE
|
NEW
ORDINARY SHARES ISSUED
|
TOTAL BENEFICIAL INTEREST POST ISSUE
|
Edward Sutcliffe
|
TVI Group Limited
|
16,936
|
9.175
|
184,589
|
184,589
|
Richard Parris
|
Parris Group Limited
|
45,000
|
9.175
|
490,463
|
5,571,923
|
|
|
61,936
|
|
675,052
|
|
Any VAT payable on the fees will be
paid in cash.
Application will be made for the
435,967 of the New Shares relating to the £40,000 of broker fees to
be admitted to trading on AIM and admission is expected to become
effective at 8.00 a.m. on 26 August 2024 ("Admission").
Following Admission, the Company
will have 23,631,135 Ordinary Shares in issue, each share carrying
the right to one vote. The Company does not hold any Ordinary
Shares in Treasury. Therefore, following Admission, the figure of
23,631,135 Ordinary Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
The 893,035 New Shares relating to
the £61,936 Directors' remuneration and £25,000 other liabilities
will be subject to shareholder approval at the next Annual General
Meeting, expected to be held in November 2024 or early December
2024.
Related party transactions
Since Parris Group Limited is a
company controlled by Richard Parris, a director of the Company,
the PGL wholesale stock facility and the PGL R&D IT support
agreement each constitute a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the
Independent Directors being Ed Sutcliffe, Charles Goodfellow and
Ranald McGregor-Smith consider, having consulted with the Company's
nominated adviser, Allenby Capital Limited, that the terms of the
Transactions are fair and reasonable insofar as Sabien's
shareholders are concerned.
Since Richard Parris and Ed
Sutcliffe are directors of the Company, the issue of New Shares to
settle the Director Remuneration each constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, the Independent Directors being Charles Goodfellow and
Ranald McGregor- Smith consider, having consulted with the
Company's nominated adviser, Allenby Capital Limited, that the
terms of the Transactions are fair and reasonable insofar as
Sabien's shareholders are concerned.
Executive Chairman's Comments
Richard Parris, Executive Chairman,
commented:
"The related party funding package demonstrates ongoing
confidence and commitment from the Sabien Board and my
interests. It also provides Sabien with the necessary working
capital to continue with its growth plans without unduly diluting
shareholders in a difficult funding environment. The related
party funding package aligns stock and R&D requirements with
cash inflows from customers and provides security on the successful
completion of the commercialisation of the M2G Cloud Connect
product."
For Further Information:
Sabien Technology Group
plc
Richard Parris, Executive
Chairman
|
+44 20 7993 3700
investors@sabien.com
|
Allenby Capital
Limited (Nominated Adviser)
John Depasquale / Nick
Harriss / Vivek Bhardwaj
|
+44 203 328 5656
|
Peterhouse Capital
Limited (Broker)
Duncan Vasey / Lucy
Williams
|
+44 207 469 0930
|