Update on Related Party Funding

Sabien defers £128k related party payment and secures £200k loan with PGL.

What the company is saying

Sabien Technology Group plc reports formal amendments to its funding arrangements with Parris Group Limited, the family office of Executive Chairman Richard Parris. The company highlights that the Support Agreement, previously a 5% royalty on M2G sales, now includes a Levelling Up clause to recover excess development and maintenance costs from Sabien if these exceed the royalty in any year. As of 30 June 2026, £128,000 is due under this clause, with £98,000 relating to the most recent financial year, but no payments have been made yet. PGL has agreed to defer the entire £128,000 payment for at least 12 months from approval of the 2026 financial statements. The £200,000 loan facility with PGL is now secured under the same debenture as the existing Factoring Agreement. The company asserts that all charges are benchmarked to market rates and passed on at cost, and independent directors, after consulting Allenby Capital, deem the terms fair and reasonable for shareholders. The tone is factual, regulatory, and focused on compliance with AIM Rule 13.

What the data suggests

The update quantifies a cumulative £128,000 liability under the Levelling Up clause, with £98,000 incurred in the year to 30 June 2026, reflecting substantial development and maintenance costs relative to the 5% royalty baseline. No payments have yet been made on this liability, and PGL has agreed to defer the full amount for at least a year, providing near-term liquidity relief. The £200,000 loan facility remains outstanding but is now secured, reducing unsecured credit risk for PGL. Development work capitalised as intangible assets stands at £139,000 as of 30 June 2026, indicating ongoing investment in the M2G platform. The company claims cost benchmarking and pass-through at cost, but provides no third-party evidence for these assertions. More than 50% of revenues are derived from green economy products, as recognised by the London Stock Exchange’s Green Economy Mark. The disclosures are specific and regulatory in nature, but do not address overall financial performance, revenue, or profitability.

Analysis

The announcement is a regulatory update on related party funding arrangements, amendments to royalty and cost recovery mechanisms, and payment deferrals. The language is factual and measured, with no promotional or exaggerated claims about future performance or value creation. The only forward-looking element is the deferral of a £128,000 payment for at least 12 months, which is a concrete, agreed-upon action rather than an aspirational projection. All other claims are realised and supported by specific dates, amounts, and contractual terms. There is no attempt to frame these changes as transformative or to overstate their impact. No large capital outlay is paired with uncertain, long-dated returns; the capitalised development work and loan facility are modest and fully disclosed. The absence of operational or profitability metrics is appropriate for the nature of this update and does not constitute a deficiency or signal inflation.

Risk flags

• ●The company has a material related party liability of £128,000 due to PGL, with £98,000 incurred in the most recent year, indicating significant ongoing development and maintenance costs that could pressure future cash flows once the deferral period ends.
• ●The reliance on a related party for both funding and key development work introduces governance and independence risks, especially as the Executive Chairman’s family office is the counterparty for both the loan and the support agreement.
• ●The absence of operational or profitability metrics in the disclosure limits investor ability to assess the company’s underlying financial health and the sustainability of its cost structure.

Bottom line

Sabien’s update clarifies that it owes £128,000 to Parris Group Limited under a revised support agreement, with payment deferred for at least a year, easing immediate cash pressure but creating a future liability. The £200,000 loan is now secured, but remains outstanding. All arrangements are with a related party controlled by the Executive Chairman, raising governance and independence questions. The company asserts fair terms and market benchmarking, but provides no external evidence for these claims. No information is given on revenue, profit, or operational performance, so investors cannot gauge the impact of these arrangements on overall financial health. The most important takeaway is the near-term liquidity relief from the payment deferral, but the underlying related party exposure and lack of broader financial detail remain key issues to monitor.

Announcement summary

(AIM:SNT) Sabien Technology Group plc announced an update on related party funding arrangements involving Parris Group Limited (PGL), the family office of Richard Parris. On 19 December 2025, the Support Agreement with PGL was formally documented in an IP licence agreement, and the Loan Agreement was restated, both constituting related party transactions under AIM Rules but not treated as such at the time. The Support Agreement terms were amended from a straight 5% royalty commission on all M2G sales, payable to PGL once cash is collected from the end customer, to include a Levelling Up clause. The Levelling Up clause stipulates that if eligible development and maintenance costs charged to PGL in a financial year exceed the 5% royalty commission for that year, the excess becomes due to PGL after the year end. As of 30 June 2026, the cumulative amount due under the Levelling Up clause was £128,000, with £98,000 relating to the year ended 30 June 2026. No Levelling Up payments have yet been made to PGL. PGL has agreed to defer payment of the full £128,000 due at 30 June 2026, covering the years ended 30 June 2025 and 2026, for at least 12 months from the date of approval of the Group’s financial statements for the year ended 30 June 2026. Development work under the Support Agreement is capitalised as an intangible asset owned by the Group, with a carrying amount of £139,000 at 30 June 2026. The loan facility with PGL, originally announced as £200,000, has become secured under the same debenture as the Factoring Agreement announced on 10 November 2025. The charges for development work are benchmarked to independent sources as being in line with or below market rates, and PGL passes them on to the Company at cost without further mark-up. The Company’s current directors independent of the Amendments, Ed Sutcliffe, Charles Goodfellow, and Ranald McGregor-Smith, have consulted with the Company’s nominated adviser, Allenby Capital, and consider the terms of the Amendments to be fair and reasonable insofar as shareholders are concerned. The Factoring Agreement with PGL was announced on 10 November 2025 and confirmed on 22 December 2025. Sabien Technology Group plc is a provider of energy efficiency technologies through its M2G intelligent boiler optimisation platform and holds the London Stock Exchange’s Green Economy Mark, recognising listed companies deriving more than 50% of revenues from products and services supporting the global green economy.

Disagree with this article?