Sabien discloses related-party funding amendments involving invoice factoring security and £200,000 loan

AIM-listed Sabien Technology Group has disclosed that amendments to funding arrangements involving its executive chairman’s family office were not originally treated as related-party transactions, including a change placing a £200,000 loan under the same security arrangement as an existing invoice factoring facility.

The disclosure, made on 27 October following work on the company’s annual audit, concerns agreements with Parris Group Limited (PGL), the family office of executive chairman Richard Parris.

Sabien had previously announced a £200,000 loan facility from PGL and subsequently entered into an invoice factoring agreement with the same related party in November 2025.

The company has now confirmed that documentation completed on 19 December 2025 included a restatement of the loan agreement.

Under that change, the loan became secured under the same debenture used for the factoring arrangement.

The security amendment is significant because it links an existing shareholder-related loan to the collateral framework supporting Sabien’s receivables financing.

The company has not disclosed the detailed priority arrangements between the two facilities, making it impossible to determine from the announcement how recoveries would be allocated if the security were enforced.

A separate amendment concerned an intellectual-property and development-support agreement with PGL.

The original arrangement provided for a royalty equivalent to 5% of sales of Sabien’s M2G energy-efficiency technology, payable once the company collected cash from customers.

The revised terms introduced an additional mechanism under which qualifying development and maintenance costs exceeding the royalty would become payable to PGL after the financial year-end.

Sabien reported £128,000 outstanding under that mechanism at 30 June 2026, including £98,000 attributable to the latest financial year.

No payments had yet been made, and PGL agreed to defer settlement for at least 12 months from approval of the company’s annual financial statements.

Sabien said the amendments should have been treated as related-party transactions under AIM Rule 13 but were not assessed in that way when introduced.

Following consultation with nominated adviser Allenby Capital, the directors independent of the arrangements have concluded that the amended terms are fair and reasonable for shareholders.

The announcement does not allege fraud or establish that the factoring facility itself was improperly operated.

It does, however, underline the governance questions that can arise when invoice finance, secured shareholder lending and related-party service agreements intersect within a smaller listed company.