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Share Name Share Symbol Market Type Share ISIN Share Description
Sabien Technology Group Plc LSE:SNT London Ordinary Share GB00BN6JG812 ORD 3P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.50 5.88% 27.00 26.00 28.00 28.00 25.50 25.50 302,439 15:44:30
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electronic & Electrical Equipment 0.5 -1.4 -0.1 - 4

Sabien Technology Group PLC Notice of Annual General Meeting

05/03/2021 12:32pm

UK Regulatory (RNS & others)


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RNS Number : 3618R

Sabien Technology Group PLC

05 March 2021

5 March 2021

Sabien Technology Group plc

("Sabien" or the "Company")

Notice of Annual General Meeting

Proposed Share Capital Consolidation

The Board of Sabien announces that it will today issue and post to its shareholders a notice convening the Annual General Meeting of the Company ("AGM"), to be held at 10.00 a.m. on 29 March 2021 by videoconference. This document will shortly be available for viewing on the Company's website ( www.sabien-tech.co.uk ).

Covid-19 and Attendance at the AGM

In light of the UK Government's public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, and comply with the above public health advice the Board requests that no Shareholders should attend the Annual General Meeting. The Board has already made arrangements for two Shareholders to attend the meeting via videoconference. These Shareholders will constitute the minimum quorum for the Annual General Meeting to take place under the Company's Articles of Association ("Articles") and the requirements of the Companies Act 2006 (the "Act"). Any Shareholders (other than the two Shareholders referred to above) that do attend will be refused entry.

Shareholders should note that only the usual and formal business set out in the notice of the Annual General Meeting will be considered at the Annual General Meeting and no update will be provided. The Company strongly encourages all Shareholders to submit their form of proxy appointing the chairman of the Annual General Meeting as proxy.

The Company does value Shareholder participation and so, in order to enable Shareholders to ask questions relating to the matters to be dealt with at the Annual General Meeting, Shareholders are requested to email any questions to the Company Secretary (at email address: e.sutcliffe@sabien-tech.co.uk) by no later than 10.00 a.m. on Thursday 25 March 2021. Answers will be posted on the Company's website as soon as practicable after the AGM. Only questions from registered shareholders of the Company will be accepted. Depending on the volume of questions, not all questions may be able to be answered by the Board.

Share Capital Consolidation

At the AGM, the Board will be seeking shareholder approval for the consolidation of the Company's issued share capital. The Company is proposing to consolidate the existing Ordinary Shares (subject to shareholder approval at the AGM) into ordinary shares of GBP0.03 each (the "Share Capital Consolidation"). The Share Capital Consolidation will be at a consolidation ratio of 1 new ordinary share of GBP0.03 for every 300 existing Ordinary Shares. Following the Share Capital Consolidation, the issued share capital of the Company will consist of 14,574,260 Ordinary Shares.

Immediately following the Share Capital Consolidation, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Share Capital Consolidation (save in respect of the fractional entitlements). The new ordinary shares will carry equivalent rights under the Articles to the existing Ordinary Shares. All entitlements under outstanding options and warrants shall be recalculated accordingly as a result of the Share Capital Consolidation with entitlements rounded down to the nearest whole share.

Should the Share Capital Consolidation be approved by shareholders at the AGM, the record time and date for the Share Capital Consolidation will be 6.00 p.m. on 29 March 2021, and it is expected that admission to trading on AIM of the issued share capital of the Company as consolidated by the Share Capital Consolidation will be effective from 8.00 a.m. on 30 March 2021. Shareholders who hold their existing ordinary shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares on 30 March 2021. Existing share certificates will cease to be valid and new share certificates will be despatched to those shareholders who hold their shares in certificated form on or around 13 April 2021.

Extracts from the notice convening the AGM (the "Notice"), including the resolutions proposing, inter alia, (i) the Share Capital Consolidation; (ii) changes to to the Company's Articles of Association; (iii) the Adoption of the Long Term Incentive Scheme and grant of Market Value Options; and (iv) an increase to the Company's share authorities are copied below.

 
 For Further Information: 
  Sabien Technology Group plc 
  Richard Parris, Executive Chairman    +44 20 7993 3700 
 Allenby Capital Limited (Nominated 
  Adviser) 
  John Depasquale / Asha Chotai           +44 203 328 5656 
 Peterhouse Capital Limited (Broker) 
  Duncan Vasey / Lucy Williams          +44 207 469 0930 
 

The person who arranged for the release of this announcement on behalf of the Company was Richard Parris, Executive Chairman. A copy of this announcement will be available from the Company's website at www.sabien-tech.co.uk .

EXTRACTS FROM THE NOTICE OF AGM

Resolutions numbered 1 to 8 will be proposed as ordinary resolutions (which means that, for each resolution to be passed, more than 50 per cent. of the votes cast must be in favour of the resolution) and resolutions numbered 9 and 10 will be proposed as special resolutions (which means that, for each resolution to be passed, 75 per cent. or more of the votes cast must be in favour of the resolution).

Resolution 1: Receiving the report and accounts

The Directors are required to present to shareholders at the Annual General Meeting the audited accounts of the Company and the report of the Directors and auditor, for the year ended 30 June 2020.

Resolution 2: Appointment and remuneration of the auditor

The resolution proposes the re-appointment of the Company's existing auditors, Moore Kingston Smith LLP, until the conclusion of the next general meeting of the Company at which accounts are laid and gives authority to the directors to determine the auditors' remuneration.

Resolutions 3, 4 and 5: Directors

The Company's articles of association require one third of the Directors to retire from office each year (or, if their number is not a multiple of three, the number nearest to but not greater than one-third). R Parris is retiring and seeking re-election at the Annual General Meeting.

Ranald McGregor-Smith was appointed as a director by the Board on 1 February 2021. The Company's articles of association set out that directors appointed by the Board only hold office until the next Annual General Meeting and therefore it is proposed that Mr McGregor-Smith be re-appointed at the Annual General Meeting.

Edward Sutcliffe was appointed as a director by the Board on 5 March 2021. The Company's articles of association set out that directors appointed by the Board only hold office until the next Annual General Meeting and therefore it is proposed that Mr Sutcliffe be re-appointed at the Annual General Meeting.

Resolution 6: Share Capital Consolidation

The Board believes that the consolidation of the Company's share capital will result in a more appropriate number of shares in issue for a company of Sabien's size.

The Company is proposing to consolidate the Existing Ordinary Shares (subject to the approval of Resolution 6 in the Annual General Meeting) into ordinary shares of GBP0.03 each. The Share Capital Consolidation will be at a consolidation ratio of 1 new ordinary share of GBP0.03 for every 300 Existing Ordinary Shares. Following the Share Capital Consolidation, the issued share capital of the Company will consist of 14,574,260 Ordinary Shares.

To effect the Share Capital Consolidation, it will be necessary to issue an additional number of ordinary shares of GBP0.0001 each in the capital of the Company (the "Share Capital Consolidation Shares") so that the Company's issued ordinary share capital is exactly divisible by 300. The Share Capital Consolidation Shares would be issued to a member of the Company's solicitors (Moore Barlow LLP) under the proposed share authorities to be granted pursuant to Resolutions 8 and 9.

Most Shareholders will not hold a number of Existing Ordinary Shares that is exactly divisible by the consolidation ratio (300). All fractional entitlements resulting from the Share Capital Consolidation are to be aggregated into whole shares and such numbers of shares so arising are to be sold by the Company and, subject to the passing of Resolution 6, the net proceeds of sale retained by the Company.

The rights attaching to the Ordinary Shares after the Share Capital Consolidation will be identical in all respects to those of the Existing Ordinary Shares. All entitlements under outstanding options and warrants shall be recalculated accordingly as a result of the Share Capital Consolidation with entitlements rounded down to the nearest whole share.

Should the Share Capital Consolidation be approved by shareholders at the AGM, the record time and date for the Share Capital Consolidation will be 6.00 p.m. on 29 March 2021, and it is expected that admission to trading on AIM of the new issued share capital of the Company will be effective from 8.00 a.m. on 30 March 2021. Shareholders who hold their Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the new Ordinary Shares on 30 March 2021.

Following the Share Capital Consolidation, share certificates in respect of the Existing Ordinary Shares will no longer be valid. Share certificates in respect of the Ordinary Shares after the Share Capital Consolidation will be issued following the Share Capital Consolidation or, in the case of uncertificated holders, Euroclear (UK and Ireland) Limited will be instructed to credit the CREST participant's account with the Ordinary Shares.

New share certificates in respect of the Ordinary Shares in issue after the Share Capital Consolidation will be despatched to all Shareholders by first class post at the risk of the Shareholder. No fractional payments will be made. New share certificates will be despatched to those shareholders who hold their Ordinary Shares in certificated form on or around 13 April 2021.

Resolution 7: Long Term Incentive Scheme

Adoption of the Long Term Incentive Scheme and grant of Market Value Options

The Company proposes that it issues to directors, non-executive directors and/or employees (whether directly or indirectly to their service company) options to subscribe for ordinary shares in the Company at market value ("Market Value Options") under the long term incentive scheme to be adopted by the Company (the "Long Term Incentive Scheme"). The exact terms of the Long Term Incentive Scheme and allocations of the Market Value Options to holders shall be agreed and approved at a later date by the remuneration committee of the Company, provided that all rights to subscribe for Ordinary Shares under the Long Term Incentive Scheme shall not in aggregate be in excess of 15% of the entire issued share capital of the Company.

The issue of Ordinary Shares pursuant to the exercise of the Market Value Options is conditional, among other things, upon the Company obtaining approval from Shareholders granting authority to the Board to allot the Ordinary Shares upon exercise of the Market Value Options and to disapply pre-emption rights which would otherwise apply to the allotment of such Ordinary Shares.

Terms of the Market Value Options under the Long Term Incentive Scheme

The principal terms and conditions of the Market Value Options under the Long Term Incentive Scheme are intended to be materially as follows:

a) the Market Value Options give the right to subscribe for Ordinary Shares at the market value on the date of grant of the Market Value Options, which is intended to be proposed as a price equal to the middle market quotation for an Ordinary Share on AIM for each of the five Business Days immediately preceding the date of the grant of the Market Value Options;

b) vesting and exercise of the Market Value Options will be subject to certain reasonable performance conditions having been met, such performance conditions shall be specified by the remuneration committee at the date of grant of the Market Value Options;

c) the holder of Market Value Options will be required to be employed or otherwise instructed by the Company for a period of three years from the date of grant of the Market Value Options prior to the date of exercise. If the employment or instruction of the holder of Market Value Options is terminated prior to expiry of the end of this period (other than in certain exceptional circumstances), the Market Value Options would lapse (and not be exercisable). In certain exceptional circumstances the holder of Market Value Options (or their estate) may be permitted to exercise the Market Value Options notwithstanding termination of their employment or instruction, in these circumstances the number of Market Value Options which are exercisable would be adjusted pro-rata based on the period of time up to the date of cessation of employment or instruction;

d) following exercise of the Market Value Option the Ordinary Shares allotted to the holder of the Market Value Options would be subject to a one year holding period during which the Ordinary Shares may not be disposed of by the holder. The Company may, at its discretion, require the Ordinary Shares issued following exercise of the market Value Option to be held by a nominee during the holding period;

e) the Market Value Options may be exercisable early in the event of a takeover, liquidation or similar event subject to reductions to reflect the likelihood of any performance criteria not having been achieved by the end of the performance period;

f) Market Value Options will be subject to clawback and malus provisions (pursuant to which Market Value Options may be reduced or cancelled, or the Company may require repayment if following exercise, in whole or in part) in the event of material misstatement of any accounts of the Company or misconduct of the holder of the Market Value Options.

Shareholders may review the rules relating to the Long Term Incentive Scheme, which are available for inspection electronically by emailing the Company Secretary (at email address: e.sutcliffe@sabien-tech.co.uk), during normal business hours on any weekday (Saturdays, Sundays and English public holidays excepted) from the date of the Notice up until the conclusion of the AGM.

Resolution 8: Authority to Allot Shares

Resolution 8 is proposed as an ordinary resolution to authorise the Directors to allot shares and grant rights to subscribe for or to convert any security into shares up to:

-- in relation to the maximum number of Ordinary Shares that will be required to be allotted to effect the Share Capital Consolidation, an aggregate nominal amount of GBP0.0192;

-- in relation to the maximum number of Ordinary Shares that will be required to be allotted pursuant to the Long Term Incentive Scheme, an aggregate nominal amount of GBP65,584.17;

-- in relation to the maximum number of Ordinary Shares available to be issued by the Company in consideration of or otherwise in connection with an acquisition by the Company of any shares and/or other securities, business and/or assets, membership or partnership interest (as the case may be) in or of any body corporate (as defined in the Act), corporation, sole trader or partnership, an aggregate nominal value of GBP218,613; and

-- in relation to the general authority to allot Ordinary Shares, an aggregate nominal value of GBP21,722.

The authority to be granted pursuant to Resolution 8 shall expire on the fifth anniversary of the date on which the resolution is passed. This authority is in addition to all existing and unexercised authorities which includes, inter alia, a general authority to allot Ordinary Shares, up to an aggregate nominal value of GBP22,000.

In relation to the authority to be granted pursuant to Resolution 8(c) ( acquisition by the Company of any shares and/or other securities, business and/or assets, membership or partnership interest (as the case may be) in or of any body corporate (as defined in the Act), corporation, sole trader or partnership), this is sought in support of the Company's stated strategy for the future of building a portfolio of solutions which reduce CO(2) production at the point of consumption.

Resolution 9: Waiver of Pre-emption Rights

Resolution 9 is conditional on the passing of Resolution 8 and is proposed as a special resolution to grant the Directors authority to allot equity securities up to:

-- in relation to allotment of the Ordinary Shares to effect the Share Capital Consolidation, an aggregate nominal amount of GBP0.0192;

-- in relation to allotment of Ordinary Shares to the Long Term Incentive Scheme, an aggregate nominal amount of GBP65,584.17;

-- in relation to allotment of Ordinary Shares Company in consideration of or otherwise in connection with an acquisition by the Company of any shares and/or other securities, business and/or assets, membership or partnership interest (as the case may be) in or of any body corporate (as defined in the Act), corporation, sole trader or partnership, an aggregate nominal value of GBP218,613; and

-- in relation to the general authority to allot Ordinary Shares, an aggregate nominal value of GBP21,722,

on a non-pre-emptive basis. The disapplication to be authorised pursuant to Resolution 9 shall expire on the fifth anniversary of the date on which the resolution is passed. This authority is in addition to all existing and unexercised authorities which includes, inter alia, a general authority to allot equity securities up to an aggregate nominal value of GBP22,000 on a non-pre-emptive basis.

Resolution 10: Articles of Association

The current articles of association of the Company are relatively outdated and contain reference to previous Companies legislation. The Board has taken the view that the AGM presents an opportunity to bring the current articles of association up-to-date. It is therefore proposed that the Company adopt new Articles of Association (the "New Articles").

The primary purpose of adopting the New Articles is to reflect developments in market practice since the Company's current articles of association were adopted, which was quite some time ago in November 2008 (although minor amendments have been made since then) and updates the articles in line with the Act. Due to the nature of the changes, the Company is proposing the adoption of the New Articles rather than making amendments to the current articles of association.

Shareholders may review the New Articles, which are available for inspection electronically by emailing the Company Secretary (at email address: e.sutcliffe@sabien-tech.co.uk), during normal business hours on any weekday (Saturdays, Sundays and English public holidays excepted) from the date of the Notice up until the conclusion of the AGM.

In addition, a summary of the provisions of the New Articles to be adopted if the Resolutions proposed at the Annual General Meeting are passed is set out in the Appendix to the Notice of AGM.

Particular changes of note are that the New Articles give the directors power to convene a general meeting which is a hybrid meeting, that is to provide facilities for shareholders to attend a meeting which is being held at a physical place by electronic means as well (but not to convene a purely electronic meeting). This is to reflect recent developments in market practice, particularly in light of the COVID-19 pandemic. The New Articles set out how the other provisions of the articles apply in those circumstances, in particular the need to provide details of the facilities for the electronic meeting and the power of directors to make arrangements for participation at such meetings. The Board considers the ability to hold hybrid general meetings to be in the best interests of shareholders as a whole and to reflect evolving investor sentiment and market practice.

In addition, the current articles of association contain a cap of GBP250,000 on the aggregate fees that may be paid to the Directors. The New Articles contain an increased cap of GBP750,000. The Board considers that increasing the existing cap will facilitate the smooth transition of the Board and to accommodate any further changes in remuneration.

The New Articles permit the Company to send or supply documents and information to members in electronic form and via a website. The Board now wish to implement this regime.

The Company is seeking members' consent to send or supply the documents and information to them via a website. Increased use of electronic communications will deliver savings to the Company in terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders. The reduced use of paper will also have environmental benefits.

Under the provisions of the Act, we are required to ask you individually to confirm your agreement to the Company sending or supplying the documents and information to you as a member of the Company via https://sabien-tech.co.uk/ (or such other website operated by or on behalf of the Company from time to time).

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