REG - Sabien Technology - Placing to raise £500,000 & Broker Option

Sabien TechnologyAnnouncement

03/08/2022 07:15

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RNS Number : 6899U  Sabien Technology Group PLC  03 August 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

3 August 2022

 

Sabien Technology Group plc

("Sabien", the "Company", or the "Group")

Placing to raise £500,000

Broker Option to raise up to a further £100,000

Placing

Sabien Technology Group plc (AIM:SNT), the company focused on a green
aggregation strategy, announces that it has conditionally raised £500,000
(before expenses) through a placing of new ordinary shares of 3 pence each
("Ordinary Shares") with a number of new and existing investors (the
"Placing").  5,000,000 new Ordinary Shares (the "Placing Shares") have been
placed at a price of 10 pence per Placing Share (the "Placing Price").  The
Placing has been arranged by Peterhouse Capital Limited, the Company's Broker
("Peterhouse").  The proceeds of the Placing will be used for general working
capital purposes to execute the Company's green aggregation strategy.

The issue of 3,638,750 of the Placing Shares are subject to the approval of
shareholders at a general meeting (the "GM"), details of which is expected to
be announced later this week (the "GM Placing Shares").  It is expected that
the GM will be held on 22 August 2022.

An application will be made for the 1,361,250 Placing Shares that are not
subject to approval at the GM (the "Non-GM Placing Shares") to be admitted to
trading on AIM ("Admission").  It is expected that Admission of the Non-GM
Placing Shares will take effect on or around 9 August 2022.  A separate
application will be made for Admission of the GM Placing Shares, which is
expected to take effect on or around 23 August 2022, with further details to
follow.

Parris Group Limited ("PGL"), a company controlled by Richard Parris, the
Executive Chairman, and his family, has agreed to subscribe for 1,150,000 GM
Placing Shares.  In addition, PGL has agreed to capitalise £97,500 of the
outstanding balance of the loan facility announced on 31 March 2022 at the
Placing Price (the "Loan Shares").  The Loan Shares will be subject to
approval by shareholders at the GM, after which an application will be made
for Admission.

Charles Goodfellow, a Non-Executive Director of the Company, has agreed to
subscribe for 100,000 GM Placing Shares.

The subscriptions for GM Placing Shares by PGL and Mr Goodfellow, together
with the issue of the Loan Shares, are related party transactions under the
AIM Rules for Companies (the "Issues to Directors").  The Board, other than
Mr Parris and Mr Goodfellow, considers, having consulted with Allenby Capital
Limited, the Company's nominated adviser, that the Issues to Directors are
fair and reasonable insofar as its shareholders are concerned.

Diversity Network Investments Limited ("DNI") has agreed to subscribe for
544,500 Non-GM Shares and 955,500 GM Shares.  DNI holds 11.295% of the
current issued Ordinary Shares, and therefore the subscriptions by DNI are
related party transactions under the AIM Rules for Companies (the "DNI
Subscriptions").  The Board considers, having consulted with Allenby Capital
Limited, the Company's nominated adviser, that the DNI Subscriptions are fair
and reasonable insofar as its shareholders are concerned.

Commenting on the Placing, Richard Parris, Executive Chairman of Sabien, said,
"Subject to shareholder approval, I am delighted to make a further
significant investment into the Company alongside my fellow Director Charles
Goodfellow. The investments show the confidence the Board has in Sabien's
green aggregation strategy and these funds will support the next steps in our
plans. "

Broker Option

In order to provide qualified Sabien Shareholders ("Existing Shareholders")
and other qualified investors with an opportunity to participate on the same
basis as the Placing (with the same Placing Price), the Company has granted
Peterhouse a broker option over 1,000,000 new Ordinary Shares (the "Broker
Option Shares"). Full take up of the Broker Option Shares would raise a
further £100,000 for the Company, before expenses. The Broker Option Shares
will be issued subject to approval by shareholders at the GM (the "Broker
Option").

Existing Shareholders who hold shares in the Company and are on the register
of members as at the close of business on 2 August 2022, will be prioritised
for participation in the Broker Option (other than at the discretion of
Peterhouse). The Broker Option has not been underwritten.

The Broker Option may be exercisable by Peterhouse on more than one occasion,
at any time from the date of this announcement to 5.00 p.m. UK time 3 August
2022, at its absolute discretion, following consultation with the Company.
There is no obligation on Peterhouse to exercise the Broker Option or to seek
to procure subscribers for the Broker Option Shares.

Peterhouse may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids for this
purpose on such basis as Peterhouse may determine.

The Broker Option Shares are not being made available to the public and none
of the Broker Option Shares are being offered or sold in any jurisdiction
where it would be unlawful to do so.

Subscription to Broker Option

To subscribe for Broker Option Shares, Existing Shareholders and other
qualified investors should communicate their bid to Peterhouse via their
stockbroker as Peterhouse cannot take direct orders from individual private
investors. Existing Shareholders or other interested parties who wish to
register their interest in participating in the Broker Option Shares should
instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938
or 020 7469 0936 or 020 7220 9797.  Each bid should state the number of
Broker Option Shares the Existing Shareholder or other qualified investor
wishes to subscribe for at the Placing Price.

Total Voting Rights

Following Admission of the Non-GM Placing Shares, the Company will have
16,081,418 Ordinary Shares in issue, each with one voting right.  There are
no shares held in treasury.  Therefore, the Company's total number of
Ordinary Shares and voting rights will be 16,081,418 and this figure may be
used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance
and Transparency Rules.  Subject to approval by shareholders of the GM
Placing Shares and the Loan Shares, the Company anticipates that its total
voting will increase to 20,695,168 Ordinary Shares, plus any Broker Option
Shares that may be issued.

 For Further Information:                               +44 20 7993 3700

 Sabien Technology Group plc

 Richard Parris, Executive Chairman

 Allenby Capital Limited (Nominated Adviser)

 John Depasquale / Nick Harriss / Vivek Bhardwaj       +44 203 328 5656

 Peterhouse Capital Limited (Broker)                   +44 207 469 0930

 Duncan Vasey / Lucy Williams

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON
THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY
EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO DIRECTLY TAKE PART IN THE BROKER
OPTIONS. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY: (A) IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2I OF THE PROSPECTUS REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED
KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");
OR (II) FALL WITHIN ARTICLE 49(2) (A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE
ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH
PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

No representation or warranty, express or implied, is made or given by or on
behalf of the Company or Peterhouse Capital Limited or any of their respective
Affiliates or any of such persons' directors, partners (limited or unlimited),
officers or employees or any other person as to the accuracy, completeness or
fairness of the information or opinions contained in this Announcement and no
liability whatsoever is accepted by the Company, Peterhouse Capital Limited or
any of such persons' Affiliates, partners (limited or unlimited), directors,
officers or employees or any other person for any loss howsoever arising,
directly or indirectly, from any use of such information or opinions or
otherwise arising in connection therewith.

Persons who choose to participate in the Broking Option, by making an oral or
written application to acquire Broking Option Shares, and any person acting on
such person's behalf, will be deemed to have read and understood this
Announcement in its entirety and to be making such application on these terms
and conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings, contained in this section. In particular,
each such Person undertakes, represents, warrants and acknowledges (as the
case may be) that:

1.  it is a Relevant Person (as defined above) or is acting on behalf of a
Relevant Person and undertakes that it will acquire, hold, manage or dispose
of any Broking Option Shares that are allocated to it for the purposes of its
business;

2.  in the case of any Broking Option Shares acquired by it as a financial
intermediary, as that term is used in Article 2(D) of the Prospectus
Regulation, it understands the resale and transfer restrictions set out in
this Appendix and any Placing Shares acquired by it will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in a member
state of the European Economic Area to Qualified Investors; and

3.  (i) it is not within the United States; (ii) it is not in any
jurisdiction in which it is unlawful to make or accept an application to
acquire the Broking Option Shares; and (iii) it is not acquiring the Broking
Option Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any such Placing Shares into the
United States or any other jurisdiction referred to in (ii) above.

The Company and Peterhouse will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements.

No prospectus or admission document will be made available in connection with
the matters contained in this Announcement and no such prospectus or admission
document is required (in accordance with the Prospectus Regulation or the AIM
Rules, respectively) to be published.

This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Rules or
delivered to any other authority which could be a competent authority for the
purpose of the Prospectus Regulation. Its contents have not been examined or
approved by the London Stock Exchange, nor has it been approved by an
"authorised person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the FSMA does not apply.

PDMR Dealing Information

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Parris Group Limited
 2.    Reason for the Notification
 a)    Position/status                                              PCA of Richard Parris, 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 3p each

       Identification code                                          GB00BN6JG812
 b)    Nature of the transaction                                    Participation in Placing
 c)    Price(s) and volume(s)                                       Number of Shares  Price per Share
                                                                    1,150,000         10p

 

 d)    Aggregated information:                                      As (c) above

       -  Aggregated volume

       -  Price
 e)    Date of the transaction                                      3 August 2022
 f)    Place of the transaction                                     Outside a trading venue

 

 

d)

Aggregated information:

-  Aggregated volume

-  Price

As (c) above

e)

Date of the transaction

3 August 2022

f)

Place of the transaction

Outside a trading venue

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Parris Group Limited
 2.    Reason for the Notification
 a)    Position/status                                              PCA of Richard Parris, 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 3p each

       Identification code                                          GB00BN6JG812
 b)    Nature of the transaction                                    Capitalisation of loan balance
 c)    Price(s) and volume(s)                                       Number of Shares  Price per Share
                                                                    975,000           10p

 

 d)    Aggregated information:                                      As (c) above

       -  Aggregated volume

       -  Price
 e)    Date of the transaction                                      3 August 2022
 f)    Place of the transaction                                     Outside a trading venue

 

 

d)

Aggregated information:

-  Aggregated volume

-  Price

As (c) above

e)

Date of the transaction

3 August 2022

f)

Place of the transaction

Outside a trading venue

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Charles Goodfellow
 2.    Reason for the Notification
 a)    Position/status                                              Non-Executive Director
 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 3p each

       Identification code                                          GB00BN6JG812
 b)    Nature of the transaction                                    Participation in Placing
 c)    Price(s) and volume(s)                                       Number of Shares  Price per Share
                                                                    100,000           10p

 

 d)    Aggregated information:                                      As (c) above

       -  Aggregated volume

       -  Price
 e)    Date of the transaction                                      3 August 2022
 f)    Place of the transaction                                     Outside a trading venue

 

 

d)

Aggregated information:

-  Aggregated volume

-  Price

As (c) above

e)

Date of the transaction

3 August 2022

f)

Place of the transaction

Outside a trading venue

 

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