Withdrawal from proposed acquisition & other matters
RNS Number : 2271MSabien Technology Group PLC20 January 2021
This announcement contains inside information as stipulated under the UK Market Abuse Regulations (“MAR”).
20 January 2021
Sabien Technology Group plc
(“Sabien” or the “Company”)
Withdrawal from proposed acquisition
Issue of Convertible Loan Notes
Proposed restoration of trading
Cancellation of General Meeting
The Board of Sabien announces that, further to its announcement on 19 November 2020, the Company’s proposed acquisition of the entire issued share capital of Ptarmigan Health Destinations SA (the “Proposed Acquisition”) will not be proceeding.
Despite the best efforts of both parties in a challenging environment, the Board was not able to secure the required Swiss and UK regulatory approvals in sufficient time to avoid the cancellation of trading in the Company’s ordinary shares on AIM. Whilst the Board continues to believe the Proposed Acquisition was in the best interests of all shareholders, it decided to withdraw from discussions with Ptarmigan Health Destinations SA in order to maintain the admission of its ordinary shares to trading on AIM.
Strategy
Sabien has been pursuing its core strategy throughout the period during which it progressed the Proposed Acquisition, and the Board is confident that its focus on the development of disruptive green energy-focused technologies will produce value-creating opportunities in the near future.
During this period, Sabien has developed a keen understanding of the health and medical rehabilitation sectors, which remain of interest to the Board. Sabien will continue to explore various acquisition opportunities.
Issue of Convertible Loan Notes
As a result of the Proposed Acquisition not proceeding, the Company requires further financing in the short-term for investment in its existing business and working capital purposes. The Company has therefore issued convertible unsecured loan notes (the “CULs”) to raise a total of £1.25 million, via the Company’s Broker, Peterhouse Capital Limited. The CULs are convertible into ordinary shares in the Company at a conversion price of 0.05 pence each, at the election of the Company. The CULs have a maturity date of 19 January 2023 and will not accrue any interest.
In addition, the Company will issue 2,500,000,000 warrants to subscribe for Ordinary Shares in the Company at a price of 0.1 pence per warrant (the “Placing Warrants”). The Placing Warrants will be granted to the holders of the CULs on a pro rata basis and may be exercised until 19 January 2022.
The Company does not have sufficient share authorities to enable the full conversion of the CULs or for the Placing Warrants to be exercised in full. The Company intends to convene a general meeting in due course with the purpose of, inter alia, putting in place the requisite share authorities to cover the conversion of the CULs and the exercise Placing Warrants in full. Under the terms of the CULs, should the Company obtain the requisite share authorities at a general meeting of the Company, the holders of the CULs will be required to effect immediate conversion of the CULs to ordinary shares in the Company.
Restoration of trading
The Proposed Acquisition would have constituted a reverse takeover under the AIM Rules for Companies (“AIM Rules”). As a result, and in accordance with Rule 14 of the AIM Rules, the Company’s ordinary shares were suspended from trading on AIM on 20 January 2020.
Following the issue of the CULs and the termination of the Proposed Acquisition, it is expected that trading in the Company’s ordinary shares on AIM will be restored at 7.30 a.m. today, 20 January 2021.
Cancellation of General Meeting and other information
As the Proposed Transaction is no longer proceeding, the Company’s General Meeting on 20 January 2021 will no longer be held. The Company will convene an Annual General Meeting of the Company as soon as practicable to approve the accounts and the Convertible Loan issue.
Further, the Company will not be performing a consolidation of its ordinary shares at this time and the name of the Company will remain Sabien Technology Group plc.
Richard Parris, Chairman of the Company, commented:
“Whilst it is disappointing to have to withdraw from the Proposed Acquisition, I believe that shareholders will benefit from the restoration of Sabien’s shares to trading and the impact which the convertible loan note issue will have on the continued development of the Company’s green technology. The experience of the Pandemic to date has shown that governments around the world are fully focused on a greener agenda. It is my belief that Sabien will contribute to the accelerated work towards a carbon neutral economy and that shareholders will benefit from this contribution.”
For further information:
| Sabien Technology Group plcRichard 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.com. |
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