REG - Sabien Technology - Related Party Funding

Sabien TechnologyAnnouncement

20/08/2024 07:00

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RNS Number : 9959A  Sabien Technology Group PLC  20 August 2024

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                           +44 20 7993 3700

 Richard Parris, Executive Chairman                    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

 

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