TIDMSNT
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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END
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