Sabien Technology Group PLC Placing (7437Y)
May 13 2019 - 2:00AM
UK Regulatory
TIDMSNT
RNS Number : 7437Y
Sabien Technology Group PLC
13 May 2019
For immediate release
13 May 2019
Sabien Technology Group plc
("Sabien" or the "Company")
Placing
The Board of Sabien announces that the Company's broker,
Peterhouse Capital Limited ("Peterhouse"), has today raised gross
proceeds of GBP300,000 via the placing of 300,000,000 new ordinary
shares (the "Placing Shares") with new and existing investors, at a
price of 0.1 pence per Placing Share (the "Placing Price") pursuant
to the Company's existing share authorities. The Placing is
conditional on admission of the Placing Shares to trading on AIM.
Following completion of the Placing, the enlarged issued share
capital of the Company comprises 890,254,867 New Ordinary Shares of
0.01 pence each. Once issued, the Placing shares will rank pari
passu with the Company's existing ordinary shares. Application will
be made for the Placing Shares to be admitted to trading on AIM
("Admission") which is expected to become effective on or around 17
May 2019.
The proceeds of the Placing will be used to provide additional
working capital for the Company and in particular, to finance in
the short term, the delivery of the current sales order announced
in April this year, and more generally to support sales activities
to generate further orders from the sales pipeline outlined in the
interim results published on 14 February 2019 and to allow the
Board the ability to continue to evaluate additional acquisition
and investment opportunities to enhance the long-term value of the
Company for shareholders.
The Board continues to be very aware that any Placing is
dilutive for the existing shareholders and considered whether any
pre-emptive offering might be possible, but concluded that it was
neither practicable nor cost effective to do so at this time,
particularly given current uncertain market conditions and the
working capital requirements of the Company. The Board has
therefore sought to minimise the impact of dilution on existing
shareholders by raising the minimum funding necessary to meet its
current and projected needs and by seeking to minimise the discount
of the Placing Price to the current market price. Overall, the
Placing Price represents a discount of approximately 26% percent to
the closing mid-market price of 0.135p per share on 10 May 2019,
the last practicable date before proceeding with the Placing. The
Placing Shares will represent approximately 33.7% of the enlarged
share capital of the Company.
Pursuant to the Placing arranged by Peterhouse, Hawk Investments
Holdings Limited ("HIHL"), has subscribed for 68,544,000 Placing
Shares. HIHL is an existing shareholder interested in 22.85% of the
current issued share capital of the Company and its subscription
therefore is treated as a related party transaction for the
purposes of the AIM Rules. HIHL has subscribed on the same terms
and conditions as the other Placees, which have been procured on an
arms-length basis by the Company's broker, Peterhouse. The
Directors consider, having consulted with the Company's Nominated
Adviser, that the terms of HIHL's subscription pursuant to the
Placing are fair and reasonable insofar as all shareholders are
concerned.
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority ("FCA"), with effect from
17 May 2019, the Company's issued share capital consists of
890,254,867 Ordinary Shares of 0.01p each with voting rights. The
Company does not hold any Ordinary Shares in Treasury. Therefore,
the total number of Ordinary Shares in the Company with voting
rights is 890,254,867.
The above figure of 890,254,867 may be used by shareholders 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.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing, with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its
securities.
The person who arranged for the release of this announcement on
behalf of the Company was Alan O'Brien, CEO and Director.
For further information:
Sabien Technology Group plc +44(0)20 7993
Alan O'Brien 3700
Beaumont Cornish Limited (Nominated Advisor)
Michael Cornish and Roland Cornish +44(0)20 7628
www.beaumontcornish.com 3396
Peterhouse Capital Limited (Broker) +44(0)20 7469
Duncan Vasey and Martin Lampshire 0930
ENDS
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END
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