Sabien Technology Group plc
("Sabien" or the "Company")
The Board of Sabien announces that the Company's broker, Peterhouse Capital Limited ("Peterhouse"), has today raised gross proceeds of £300,000 via the placing of 300,000,000 new ordinary shares (the "Placing Shares") with new and existing investors, at a price of 0.1 pence per Placing Share (the "Placing Price") pursuant to the Company's existing share authorities. The Placing is conditional on admission of the Placing Shares to trading on AIM. Following completion of the Placing, the enlarged issued share capital of the Company comprises 890,254,867 New Ordinary Shares of 0.01 pence each. 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") which is expected to become effective on or around 17 May 2019.
The proceeds of the Placing will be used to provide additional working capital for the Company and in particular, to finance in the short term, the delivery of the current sales order announced in April this year, and more generally to support sales activities to generate further orders from the sales pipeline outlined in the interim results published on 14 February 2019 and to allow the Board the ability to continue to evaluate additional acquisition and investment opportunities to enhance the long-term value of the Company for shareholders.
The Board continues to be very aware that any Placing is dilutive for the existing shareholders and considered whether any pre-emptive offering might be possible, but concluded that it was neither practicable nor cost effective to do so at this time, particularly given current uncertain market conditions and the working capital requirements of the Company. The Board has therefore sought to minimise the impact of dilution on existing shareholders by raising the minimum funding necessary to meet its current and projected needs and by seeking to minimise the discount of the Placing Price to the current market price. Overall, the Placing Price represents a discount of approximately 26% percent to the closing mid-market price of 0.135p per share on 10 May 2019, the last practicable date before proceeding with the Placing. The Placing Shares will represent approximately 33.7% of the enlarged share capital of the Company.
Pursuant to the Placing arranged by Peterhouse, Hawk Investments Holdings Limited ("HIHL"), has subscribed for 68,544,000 Placing Shares. HIHL is an existing shareholder interested in 22.85% of the current issued share capital of the Company and its subscription therefore is treated as a related party transaction for the purposes of the AIM Rules. HIHL has subscribed on the same terms and conditions as the other Placees, which have been procured on an arms-length basis by the Company's broker, Peterhouse. The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of HIHL's subscription pursuant to the Placing are fair and reasonable insofar as all shareholders are concerned.
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA"), with effect from 17 May 2019, the Company's issued share capital consists of 890,254,867 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 890,254,867.
The above figure of 890,254,867 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)
Duncan Vasey and Martin Lampshire
+44(0)20 7469 0930