Sabien Technology Group PLC Related Party Funding

RNS Number : 9959A

Sabien Technology Group PLC

20 August 2024

 

20 August 2024

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

Sabien Technology Group plc

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

Related Party Funding

Sabien Technology Group plc (AIM: SNT), a leader in Green Aggregation Strategy, today provides an update regarding the related party funding announced in the trading update on 8 July 2024.

The Board of Sabien have agreed the following funding arrangements with Richard Parris' family office - Parris Group Limited ("PGL") - which will ensure that the Group has sufficient working capital for the next 12 months without the need for a placing, based on current sales forecasts.

1.    Remainder of PGL Loan facility announced 19 February 2024

The loan facility announced on 19 February 2024 has £100,000 remaining available to be drawn down.  It is expected this will be required within the next 12 months.

2.    PGL wholesale stock facility

PGL has agreed to provide a facility whereby it will buy Sabien M2G and M2G Cloud Connect and related stock in bulk.  PGL will then resell that stock to Sabien in the smaller quantities required to meet Sabien customer demand.  PGL will take a 20% wholesaler mark up on the stock and be paid by Sabien once cash is collected from the end customer.

3.    PGL R&D and IT support agreement

PGL has agreed to take over responsibility for the remaining software and hardware development required to commercialise the final stage in the M2G Cloud Connect development and for the Group IT support function.  PGL will provide these services via its digital trust solution subsidiary: Aretiico Group Plc.  PGL will take a 5% royalty on M2G sales and be paid by Sabien once cash is collected from the end customer.

4.    Issue of equity to settle outstanding Board remuneration, broker fees and other liabilities

Richard Parris and Ed Sutcliffe in their capacity as directors of Sabien have agreed to accept settlement of £61,936 outstanding Director remuneration (the "Director Remuneration"); the Company's broker has agreed to accept settlement for £40,000 of broker fees; and £25,000 of other liabilities will be settled via the issue of new ordinary shares ("New Shares") in Sabien.  New Shares will be issued at the average share price for the five days preceding this announcement of 9.175 pence.

The following amounts will be settled in new ordinary shares with fractional entitlements rounded down:

DIRECTOR	COUNTERPARTY	OUTSTANDING REMUNERATION £	PRICE PER NEW ORDINARY SHARE PENCE	NEW ORDINARY SHARES ISSUED	TOTAL BENEFICIAL INTEREST POST ISSUE
Edward Sutcliffe	TVI Group Limited	16,936	9.175	184,589	184,589
Richard Parris	Parris Group Limited	45,000	9.175	490,463	5,571,923
		61,936		675,052

Any VAT payable on the fees will be paid in cash.

Application will be made for the 435,967 of the New Shares relating to the £40,000 of broker fees to be admitted to trading on AIM and admission is expected to become effective at 8.00 a.m. on 26 August 2024 ("Admission").

Following Admission, the Company will have 23,631,135 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury. Therefore, following Admission, the figure of 23,631,135 Ordinary Shares may be used by shareholders in the Company 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 share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The 893,035 New Shares relating to the £61,936 Directors' remuneration and £25,000 other liabilities will be subject to shareholder approval at the next Annual General Meeting, expected to be held in November 2024 or early December 2024.

Related party transactions

Since Parris Group Limited is a company controlled by Richard Parris, a director of the Company, the PGL wholesale stock facility and the PGL R&D IT support agreement each constitute a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the Independent Directors being Ed Sutcliffe, Charles Goodfellow and Ranald McGregor-Smith consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Transactions are fair and reasonable insofar as Sabien's shareholders are concerned.

Since Richard Parris and Ed Sutcliffe are directors of the Company, the issue of New Shares to settle the Director Remuneration each constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the Independent Directors being Charles Goodfellow and Ranald McGregor- Smith consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Transactions are fair and reasonable insofar as Sabien's shareholders are concerned.

Executive Chairman's Comments

Richard Parris, Executive Chairman, commented:

"The related party funding package demonstrates ongoing confidence and commitment from the Sabien Board and my interests.  It also provides Sabien with the necessary working capital to continue with its growth plans without unduly diluting shareholders in a difficult funding environment.  The related party funding package aligns stock and R&D requirements with cash inflows from customers and provides security on the successful completion of the commercialisation of the M2G Cloud Connect product."

For Further Information: Sabien Technology Group plc Richard Parris, Executive Chairman	[phone] [e-mail]
Allenby Capital Limited (Nominated Adviser) John Depasquale / Nick Harriss / Vivek Bhardwaj	[phone]
Peterhouse Capital Limited (Broker) Duncan Vasey / Lucy Williams	[phone]

 

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