Issue of Equity

Investor news

Published: 16 December

Type: Investor news

Year: 2019

Sabien Technology Group plc

("Sabien" or the "Company")

Conditional placing

Director's dealing

The Board of Sabien is pleased to announce that the Company's broker, Peterhouse Capital Limited, has today conditionally raised gross proceeds of £300,000 through the placing of 200,000,000 new ordinary shares (the "Placing Shares") with new and existing investors, at a price of 0.15 pence per Placing Share (the "Placing Price"). The Placing is conditional, inter alia, on the approval by the Company's shareholders of the necessary resolutions to authorise the directors to issue the Placing Shares and granting disapplication of pre-emption rights at a General Meeting of the Company ("General Meeting") and the Company expects to publish shortly a circular to shareholders which will contain notice of the General Meeting.

The proceeds of the Placing will be used to provide additional working capital for the continued development of the Company, in line with its stated strategy.

The Placing Price is at a discount of approximately 12 per cent. to the closing middle market price of 0.17 pence per Ordinary Share on 13 December 2019. The Placing Shares will represent 14.42 per cent. of the enlarged issued share capital of the Company.

Once issued, the Placing shares will rank pari passu with the Company's existing ordinary shares. Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission") and a further announcement will be made in due course to confirm the date on which admission is expected to become effective.

The Placing has been undertaken with both existing and new shareholders. Richard Parris, Executive Chairman, has participated in the Placing and has subscribed for 33,333,333 Placing Shares at the Placing Price and conditional on completion of the Placing, will be interested in 33,333,333 ordinary shares representing 2.4 per cent. of the enlarged issued share capital. In addition, the Truell Intergenerational Family Limited Partnership ("TIG") has subscribed for 20,000,000 Placing Shares at the Placing Price and conditional on completion of the Placing, will be interested in 316,751,623 ordinary shares representing 22.84 per cent. of the enlarged issued share capital.

As Richard Parris is a director of the Company and TIG is a substantial shareholder in the Company and connected to Cédriane de Boucaud Truell, their participation in the Placing is a related party transaction in accordance with AIM Rules. Accordingly, Charles Goodfellow and Marco Nijhof, acting as the independent Directors, consider, having consulted with the Company's Nominated Adviser, that the terms of Richard Parris and TIG's  participation in the Placing is fair and reasonable insofar as the Company's shareholders are concerned. In particular the independent directors have taken into account that Richard Parris and TIG are participating on the same terms and conditions as the other placees procured by Peterhouse.

Richard Parris said:

 "The funds raised will increase the Company's flexibility to respond to a number of possible business opportunities while the Board continues to determine its strategic options. Furthermore, I hope my participation in this placement demonstrates that  my interests are aligned with those of our shareholders."

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 Richard Parris, Executive Chairman.

 

For further information:

Sabien Technology Group plc   

Richard Parris and Cédriane de Boucaud Truell                                                                  

+44(0)20 7993 3700

Beaumont Cornish Limited (Nominated Advisor)

Michael Cornish and Roland Cornish     

www.beaumontcornish.com

+44(0)20 7628 3396

Peterhouse Capital Limited (Broker)

Duncan Vasey and Lucy Williams

+44(0)20 7469 0930

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Richard Parris

 

2

 

Reason for the notification

 

a)

 

Position/status

 

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 0.01p each ("Ordinary Shares")

 

 

 

Identification code

ISIN: GB00B1FPCD38

 

 

b)

 

Nature of the transaction

 

Subscription for Ordinary Shares

c)

 

Price(s) and volume(s)

 

 

Price(s)

Volumes(s)

£0.15

33,333,333

 

 

 

 

 

d)

 

Aggregated information

n/a

 

 

- Aggregated volume

 

- Price

 

 

 

e)

 

Date of the transaction

 

16 December 2019

f)

 

Place of the transaction

 

London Stock Exchange

XLON