Sabien Tech. Regulatory News (SNT)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

3 August 2022

Sabien Technology Group plc

("Sabien", the "Company", or the "Group")

Placing to raise £500,000

Broker Option to raise up to a further £100,000

Placing

Sabien Technology Group plc (AIM:SNT), the company focused on a green aggregation strategy, announces that it has conditionally raised £500,000 (before expenses) through a placing of new ordinary shares of 3 pence each ("Ordinary Shares") with a number of new and existing investors (the "Placing"). 5,000,000 new Ordinary Shares (the "Placing Shares") have been placed at a price of 10 pence per Placing Share (the "Placing Price"). The Placing has been arranged by Peterhouse Capital Limited, the Company's Broker ("Peterhouse"). The proceeds of the Placing will be used for general working capital purposes to execute the Company's green aggregation strategy.

The issue of 3,638,750 of the Placing Shares are subject to the approval of shareholders at a general meeting (the "GM"), details of which is expected to be announced later this week (the "GM Placing Shares"). It is expected that the GM will be held on 22 August 2022.

An application will be made for the 1,361,250 Placing Shares that are not subject to approval at the GM (the "Non-GM Placing Shares") to be admitted to trading on AIM ("Admission"). It is expected that Admission of the Non-GM Placing Shares will take effect on or around 9 August 2022. A separate application will be made for Admission of the GM Placing Shares, which is expected to take effect on or around 23 August 2022, with further details to follow.

Parris Group Limited ("PGL"), a company controlled by Richard Parris, the Executive Chairman, and his family, has agreed to subscribe for 1,150,000 GM Placing Shares. In addition, PGL has agreed to capitalise £97,500 of the outstanding balance of the loan facility announced on 31 March 2022 at the Placing Price (the "Loan Shares"). The Loan Shares will be subject to approval by shareholders at the GM, after which an application will be made for Admission.

Charles Goodfellow, a Non-Executive Director of the Company, has agreed to subscribe for 100,000 GM Placing Shares.

The subscriptions for GM Placing Shares by PGL and Mr Goodfellow, together with the issue of the Loan Shares, are related party transactions under the AIM Rules for Companies (the "Issues to Directors"). The Board, other than Mr Parris and Mr Goodfellow, considers, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the Issues to Directors are fair and reasonable insofar as its shareholders are concerned.

Diversity Network Investments Limited ("DNI") has agreed to subscribe for 544,500 Non-GM Shares and 955,500 GM Shares. DNI holds 11.295% of the current issued Ordinary Shares, and therefore the subscriptions by DNI are related party transactions under the AIM Rules for Companies (the "DNI Subscriptions"). The Board considers, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the DNI Subscriptions are fair and reasonable insofar as its shareholders are concerned.

Commenting on the Placing, Richard Parris, Executive Chairman of Sabien, said, "Subject to shareholder approval, I am delighted to make a further significant investment into the Company alongside my fellow Director Charles Goodfellow. The investments show the confidence the Board has in Sabien's green aggregation strategy and these funds will support the next steps in our plans. "

Broker Option

In order to provide qualified Sabien Shareholders ("Existing Shareholders") and other qualified investors with an opportunity to participate on the same basis as the Placing (with the same Placing Price), the Company has granted Peterhouse a broker option over 1,000,000 new Ordinary Shares (the "Broker Option Shares"). Full take up of the Broker Option Shares would raise a further £100,000 for the Company, before expenses. The Broker Option Shares will be issued subject to approval by shareholders at the GM (the "Broker Option").

Existing Shareholders who hold shares in the Company and are on the register of members as at the close of business on 2 August 2022, will be prioritised for participation in the Broker Option (other than at the discretion of Peterhouse). The Broker Option has not been underwritten.

The Broker Option may be exercisable by Peterhouse on more than one occasion, at any time from the date of this announcement to 5.00 p.m. UK time 3 August 2022, at its absolute discretion, following consultation with the Company. There is no obligation on Peterhouse to exercise the Broker Option or to seek to procure subscribers for the Broker Option Shares.

Peterhouse may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. 

The Broker Option Shares are not being made available to the public and none of the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.

Subscription to Broker Option

To subscribe for Broker Option Shares, Existing Shareholders and other qualified investors should communicate their bid to Peterhouse via their stockbroker as Peterhouse cannot take direct orders from individual private investors. Existing Shareholders or other interested parties who wish to register their interest in participating in the Broker Option Shares should instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797. Each bid should state the number of Broker Option Shares the Existing Shareholder or other qualified investor wishes to subscribe for at the Placing Price.

Total Voting Rights

Following Admission of the Non-GM Placing Shares, the Company will have 16,081,418 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 16,081,418 and this figure may be used by shareholders from Admission 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. Subject to approval by shareholders of the GM Placing Shares and the Loan Shares, the Company anticipates that its total voting will increase to 20,695,168 Ordinary Shares, plus any Broker Option Shares that may be issued.

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO DIRECTLY TAKE PART IN THE BROKER OPTIONS. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2I OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2) (A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or Peterhouse Capital Limited or any of their respective Affiliates or any of such persons' directors, partners (limited or unlimited), officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Peterhouse Capital Limited or any of such persons' Affiliates, partners (limited or unlimited), directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

Persons who choose to participate in the Broking Option, by making an oral or written application to acquire Broking Option Shares, and any person acting on such person's behalf, will be deemed to have read and understood this Announcement in its entirety and to be making such application on these terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings, contained in this section. In particular, each such Person undertakes, represents, warrants and acknowledges (as the case may be) that:

1. it is a Relevant Person (as defined above) or is acting on behalf of a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Broking Option Shares that are allocated to it for the purposes of its business;

2. in the case of any Broking Option Shares acquired by it as a financial intermediary, as that term is used in Article 2(D) of the Prospectus Regulation, it understands the resale and transfer restrictions set out in this Appendix and any Placing Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area to Qualified Investors; and

3. (i) it is not within the United States; (ii) it is not in any jurisdiction in which it is unlawful to make or accept an application to acquire the Broking Option Shares; and (iii) it is not acquiring the Broking Option Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (ii) above.

The Company and Peterhouse will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation or the AIM Rules, respectively) to be published.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation. Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

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