Sabien Tech. Regulatory News (SNT)

For immediate release

23 November 2018

Sabien Technology Group plc

 ("Sabien" or the "Company")

Conditional Placing to raise £400,000, proposed Board changes and General Meeting

Further to recent announcements, the Board of Sabien has continued to focus on the conversion of sales pipeline opportunities, including rental opportunities; conversion of Forensic Boiler Audit opportunities; and further non-staff cost reduction to improve Sabien's profitability. But as first announced on 6 August 2018, the Group has, to date, been unable to accelerate the current rate of pipeline conversion which has been slower than expected. As a result, the previously announced target of monthly break-even will not be achieved by December 2018, requiring the Group to raise additional equity. 

To address this requirement, Sabien announces that the Company's broker, Peterhouse Capital Limited, has today conditionally raised gross proceeds of £400,000 via the placing of 400,000,000 new ordinary shares (the "Placing Shares") with new and existing investors, at a price of 0.1 pence per Placing Share (the "Placing Price"). The Placing is conditional, inter alia, on the approval of the resolutions effecting a proposed subdivision by the Company's shareholders at a General Meeting.

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 this is expected to become effective.

The Placing has been undertaken with both existing and new shareholders, including Mr Chris Akers, who has subscribed for 100,000,000 Placing Shares which will represent 16.9% of the enlarged share capital of the Company, post-Placing.

The proceeds of the Placing will be used to provide additional working capital for the Company and in particular, to support activities to generate orders from the sales pipeline outlined in the Trading Update published on 6 August 2018 and to allow the Board the ability to evaluate additional acquisition and investment opportunities to enhance the long-term value of the Company for shareholders.

The Board is acutely aware that the Placing is dilutive for the existing shareholders and has considered whether any pre-emptive offering might be possible but has concluded that it was neither practicable nor cost effective to do so at this time given the current need to raise additional funds, the working capital requirements of the Company and current market conditions.

Proposed Subdivision of ordinary shares and General Meeting

The Placing Price is less than the current nominal value of its existing ordinary shares of 0.5 pence. The UK Companies Act 2006 (as amended) prohibits the Company from issuing ordinary shares at a price below the nominal value. Accordingly, it will be necessary for the Company to carry out a subdivision of the existing ordinary shares whereby each existing ordinary share will be subdivided into one new ordinary share of 0.01 pence (the "New Ordinary Shares") and one deferred share of 0.49 pence (the "Subdivision") to enable the Placing to become unconditional. The New Ordinary Shares will continue to carry the same rights as attached to the existing ordinary shares, save for the reduction in nominal value.

The Company will shortly be posting details of a General Meeting to its shareholders at which shareholders will be asked to approve the Subdivision (the "General Meeting"). The Placing is conditional on the approval of the resolutions effecting the Subdivision by the Company's shareholders at the General Meeting.

Proposed Board Changes

The Directors expect that immediately following the General Meeting and subject to satisfactory completion of standard regulatory and other checks in compliance with the AIM Rules, John Taylor will be appointed to the Board as a Non-executive Director. The Board anticipates making additional new Board appointments in due course.

Mr Taylor works with a group who assist small cap technology stocks with their development. Prior to that he spent eighteen months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He also spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence. He joined the Board of Kin Group plc (subsequently renamed Bidstack Group plc) in November 2017.

In addition, on completion of the Placing, Mr Bruce Gordon, Chairman of the Company will step down from the Board of the Company to focus on other business ventures. The Company would like to thank Mr Gordon for his contribution to the Company over the years would like to wish him every success in his future endeavours.

Further AIM disclosures relating to Mr Taylor's proposed appointment

Further disclosures on Mr Taylor as required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies are as follows. John Edward Taylor (age 46), has held the following directorships and/or partnerships in the past five years:

As at the date of this announcement, Mr Taylor has subscribed for 5,000,000 Placing Shares at the Placing Price. Subject to satisfactory completion of standard regulatory and other checks in compliance with the AIM Rules, Mr Taylor will join the Board. Pending completion of such checks, there is currently no further information that the Company is aware of to be disclosed in relation to Mr Taylor's appointment pursuant to AIM Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for Companies.

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:

ENDS