Board Changes, Strategic Subscription and Trading Update
Sabien Technology Group plc
("Sabien" or the "Company")
Board Changes, Strategic Subscription and Trading Update
· Richard Parris appointed as Non-executive Chairman
· Subscription from the Truell Intergenerational Family Limited Partnership Incorporated ("TIG") at a 26% premium to last closing share price
· Subscription arranged by Peterhouse Capital and Disruptive Capital GP
The Board of Sabien Technology Group plc (AIM: SNT), the manufacturer and supplier of M2G, an energy efficiency technology, is very pleased to announce that it has appointed, with immediate effect, Richard Parris as Non-executive Chairman of the Company. Between 2001 and March 2018, Richard Parris was Chairman and Chief Executive of Intercede plc, an AIM-traded technology company and in this role, he accumulated 17 years of public company Board experience.
In addition, the Board is pleased to announce the conditional subscription today by the Truell Intergenerational Family Limited Partnership ("TIG") for 296,751,623 new ordinary shares at a subscription price of 0.11 pence (the "Subscription"), a 26% premium to the closing mid-market share price as at 2 September 2019, the last practicable date before this announcement. On completion of the Subscription, TIG will be interested in 25.0% of the enlarged issued share capital of the Company.
Under Richard's leadership, and with the support of Disruptive Capital Finance LLP, the Board intends to use the proceeds of the Subscription, amounting to approximately £326,427, together with the Company's other funds, to commence the development of an internet-of-things application based on the Company's existing products and to support the conversion of the Company's existing business into a subscription-based business model, with a particular emphasis on growing the Company's US sales.
Alan O'Brien , CEO of Sabien, commented:
"The Board is very pleased to welcome Richard Parris as Non-executive Chairman. Richard brings a wealth of experience in both listed company management and development of key markets such as the US. We are also very pleased to welcome the support of Edi Truell and the investment by TIG as a strategic shareholder, securing additional funding for the next stage of our development. While we believe that our addressable market remains attractive, supported by our pipeline, Sabien requires greater financial strength to fully exploit these opportunities. With this fund raising, and under Richard's leadership, the Company is in robust health, with exciting growth prospects.
Richard Parris , Chairman of Sabien, commented:
"I am pleased to be returning to the public markets. With the UK committing to a carbon neutral economy by 2050, I believe that there is an opportunity to create a next-generation technology platform, pivoted around Sabien's core technology, that can exploit global energy efficiency markets, especially in the US. I look forward to supporting founder and CEO Alan O'Brien and his team to transition the business into this bright future for the benefit of existing and new AIM investors."
Edi Truell has arranged the subscription by Truell Intergenerational Family Limited Partnership Incorporated which has today conditionally subscribed for 296,751,623 new ordinary shares ("Subscription Shares") at a subscription price of 0.11 pence (the "Subscription Price"). TIG is a Guernsey-based limited partnership beneficially owned by the Truell family. Edi Truell and Cédriane de Boucaud Truell are the co-founders of Disruptive Capital.
The Subscription Shares have been issued pursuant to the Company's existing share issuance authorities. The Subscription Price represents a 26% premium to the closing mid-market share price as at 2 September 2019, the last practicable date before this announcement.
The Subscription is conditional on admission of the Subscription Shares to trading on AIM. Following completion of the Subscription, the enlarged issued share capital of the Company comprises 1,187,006,490 New Ordinary Shares of 0.01 pence each.
As previously stated at the time of the last placing earlier this year, the Board continues to be very aware of the impact of any equity issue on existing shareholders. In this context, the Board has considered that the Subscription Price represents a significant premium of approximately 26% to the closing mid-market price of 0.0875 pence per ordinary share on 2 September 2019, the last practicable date before proceeding with the Subscription, and a premium of approximately 10 per cent. to the last placing price. The Board also took into account that it believes the support of the Truell family and Disruptive Capital, together with the appointment of Richard Parris (as Non-executive Chairman), provides the Company with the additional resources needed at this time to support its development of new internet-of-things applications and sales initiatives in the US.
Relationship and lock-in agreement
On completion of the Subscription, TIG will be interested in 25.0% of the enlarged issued share capital of the Company. The Company has today entered into a relationship and lock-in agreement ("Relationship Agreement") with TIG, which includes protections to ensure Sabien is able to continue to operate independently of its major shareholder, but also provides TIG with certain rights with respect to the Company.
Under the terms of the Relationship Agreement TIG shall have, for as long as it holds an interest of 20% or more in the share capital of the Company, the right to appoint two directors to the Board and, for so long as it holds an interest of 10% or more but less than 20% of the share capital of the Company, the right to appoint one director to the Board.
As a further undertaking and subject to certain customary exemptions, TIG has undertaken that it will not, for a period of six months from admission of the Subscription Shares, offer, lend, assign, sell or contract to sell or issue any interest in any Ordinary Shares held by it.
Trading Update and use of proceeds
On 11 June 2019, the Board announced that it expected to report revenues for the year-ended 30 June 2019 of approximately £1.2 million (2018: £0.51 million) and a small profit before taxation (2018: loss of £1.65 million). The Board confirms that it has traded in-line with expectations and plans to announce the audited results for the year ended 30 June 2019 later this month. Net cash (excluding the proceeds of the Subscription) amounted to approximately £0.67m as at 2 September 2019.
Sabien intends to use the net proceeds of the Subscription, together with existing funds, to invest for growth in the following areas:
1. Utilise its existing research and development pipeline to make existing hardware (M2G, M1G) Internet-of-Things ("IoT") capable and enable substantial data capturing, storage, and analysis for the Sabien technologies;
2. Migrate new product design into the IoT and Cloud-enabled subscription services with the potential to assess third party licensing; and
3. Enter the key US market through Original Equipment Manufacturer (OEM) relationships.
Following the appointment of Richard Parris as Non-executive Chairman, Charles Goodfellow will continue to act as a Non-executive director. John Taylor, who has acted as a Non-executive Director has today stepped down from the Board with immediate effect. The Board would like to thank John for his valued contribution and wish him well with his other projects. As described above, the Company intends to appoint two additional non-executives to the Board in due course.
Further disclosures on Richard Parris
Further disclosures on Mr. Parris as required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies are as follows.
Richard Arthur Parris, aged 63, was until 2018 the Chairman and Chief Executive of Intercede, an AIM-traded technology company, which he founded in 1992 and which was admitted to trading on AIM in 2001. Richard Parris is an engineer by training and an entrepreneur by experience, he operationally led Intercede through all phases of its growth, including building its UK technology team to invent, develop and commercialise new software products, including the adoption of Cloud services and IoT delivery models as the core of future business transformation, and securing contracts with major US OEMs to expand US sales.
Richard Parris has held the following directorships and/or partnerships in the past five years:
Current directorships and/or partnerships
Past directorships and/or partnerships
Parris Group Ltd
Intercede Group plc
Intercede 2000 ltd
Intercede MyID Inc
Richard Parris holds no ordinary shares in the Company. There is no further information on Richard Parris required to be disclosed under Schedule Two, paragraph (g) of the AIM Rules for Companies.
Admission and Settlement
Once issued, the Subscription Shares will rank pari passu with the Company's existing ordinary shares. Application will be made for the Subscription Shares to be admitted to trading on AIM ("Admission") which is expected to become effective on or around 10 September 2019.
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA"), with effect from 10 September 2019, the Company's issued share capital consists of 1,187,006,490 Ordinary Shares of 0.01p each with voting rights. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 1,187,006,490.
The above figure of 1,187,006,490 may be used by shareholders 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.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
The person who arranged for the release of this announcement on behalf of the Company was Alan O'Brien, CEO and Director.
For further information:
Sabien Technology Group plc
+44(0)20 7993 3700
Beaumont Cornish Limited (Nominated Advisor)
Michael Cornish and Roland Cornish
+44(0)20 7628 3396
Peterhouse Capital Limited (Broker)
Martin Lampshire and Fungai Ndoro
+44(0)20 7469 0930
Truell Inter-Generational FLP
Edi Truell, Disruptive Capital GP
+41(0)79 953 8396