Proposed acquisition of Ptarmigan Health Destinations SA
On 5th January 2021 the Board of Sabien advised that it is to seek shareholder approval of a resolution in connection with the recently announced proposed acquisition of Ptarmigan Health Destinations SA. In connection with the proposed acquisition, investors may wish to review the answers to a range of frequently asked questions outlined below:
- What is Ptarmigan Health Destinations and where can I find more information?
Ptarmigan Health Destinations is focused on “healthspan”; improving useful longevity where its clients can benefit from medical treatments which target specifically conditions which impact the quality of later life. More details can be found at www.ptarmiganhealthdestinations.com.
- What are the risks faced by Sabien shareholders through this proposed transaction?
This proposed transaction is intended to create a post-Covid recovery stock focused on health, medical technology, and green energy. In the Board’s opinion, it represents a significant, positive step-change in the long-term prospects for and value of Sabien Technology Group. However, should the proposed transaction not receive the approvals which it requires, and which the Board is actively seeking, the Board would also highlight that Sabien’s existing business remains. In addition, the Company intends to apply to AIM to restore trading in the Company’s securities prior to cancellation occurring. Restoration will only occur if the Company is able to confirm it meets its ongoing suitability requirements.
- Are there any regulatory impediments to the proposed transaction?
The Board is proceeding with the proposed transaction in line with the normal course of a reverse takeover. While there are several regulatory questions outstanding, the Board and its advisers have an open dialogue with the regulators.
- What are the events required to conclude the proposed acquisition of Ptarmigan Health Destinations if shareholders approve the ordinary resolution?
Sabien Technology’s Board, acting under instruction from shareholders, would proceed with the proposed acquisition of the issued, and to be issued, equity of Ptarmigan Health Destinations. The steps required to effect this acquisition are substantially complete such that shareholder approval would crystallise steps towards the completion of the acquisition.
- Am I able to buy or sell Sabien shares while the company’s admission to trading is suspended?
Technically, all shareholders hold legal title to their equity in Sabien Technology Group plc without reference to the Company’s trading status on AIM. However, the suspension of the listing also suspends a market price for the shares and, therefore, the ability to transact / settle any trade via CREST.
- What are the implications of a cancellation of admission to trading for the company’s shares?
Following a cancellation of admission to trading, no formal market mechanism for shareholders to trade their shares will exist and this may lead to lower liquidity in the shares which might make it more difficult for shareholders to realise their investment. Practically, this is no different to the situation that has existed during the last 12 months when Sabien shares have been suspended. As mentioned above, the Company does intend to reapply for admission to trading of its securities on AIM, so the Board currently anticipates that trading in the Company’s securities on a public market shall be restored in due course.
- How long will it take for the shares to be readmitted to trading on AIM?
It is too soon to determine how long this process will take. However, should the regulators and shareholders approve the proposed acquisition, the combination of the enlarged company will be largely complete.
- Will the proposed share consolidation (1,000:1 announced on 19/11/20) alter the impact of my vote?
No. The proposed share consolidation does not affect proportions of shares held nor does it impact the legitimacy of your vote as a shareholder. Shareholders will be asked to vote to approve the proposed share consolidation at a future general meeting.
- What is the valuation basis for the proposed issue of 13.7m shares at 325p?
The Board of the Company has negotiated what it believes to be a fair and reasonable price for Ptarmigan Health Destinations.
- What happens to my shares if there is a cancellation of admission to trading on AIM?
You will still hold your shares; it is the admission to trading on AIM that would be cancelled, not your ownership of the shares nor the shares themselves. In these circumstances, the Company would explore other means by which to achieve the Ptarmigan Health Destinations transaction, to return the Company’s shares to trading on AIM and/or an exit for shareholders. As a fall-back, the Company would plan to procure the provision of an off-market dealing facility for the benefit of shareholders with a view to giving them an element of liquidity in their shares. Typically, such facilities allow shareholders to trade their shares on a matched bargain and arm’s length basis via periodic auctions.
- Can I ask further questions?
You can lodge additional questions by emailing the Chairman at firstname.lastname@example.org.
Sabien Technology Group plc
12 January 2021, v1445
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