Proposed Commercial Partnership & Investment

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation.

21 May 2026

Sabien Technology Group plc

("Sabien", the "Company" or the "Group")

Proposed Strategic Commercial Partnership

and

Proposed Strategic Investment and Financing Framework

Sabien Technology Group plc (AIM: SNT), the manufacturer and provider of energy reduction technologies, announces that, following a detailed review of the Company's long-term commercial strategy, the Company has entered into exclusive non-binding heads of terms in relation to a proposed strategic commercial partnership and a separate financing framework intended to accelerate large-scale commercial deployment of Sabien's M2G technology platform and support the Company's broader recapitalisation and strategic development objectives.

Strategic review

The board of directors of Sabien (the "Board" or the "Directors") have carefully considered how best to:

·      accelerate the commercial deployment of the Company's technologies;

·      strengthen the Company's financial position;

·      expand route-to-market capability;

·      increase financed deployment capacity; and

·      develop longer-term recurring revenue opportunities associated with energy-efficiency deployment, optimisation and carbon reduction activities.

The Board believes that broader commercial deployment of M2G has historically been constrained principally by the Company's route-to-market capability, deployment funding and scaling capacity rather than the underlying operational capability of the technology itself.

Proposed Commercial Partnership with SMCC

In light of the above, the Company has entered exclusive non-binding heads of terms with Haydale Plc ("Haydale") and Intelligent Resource Management Limited trading as SaveMoneyCutCarbon ("SMCC"), whereby it is proposed, amongst other matters, that SMCC, Haydale's commercial energy and water-efficiency platform, becomes the exclusive commercial distribution partner for the Company's M2G technology platform within agreed commercial, industrial and public-sector market sectors (the "Proposed Strategic Commercial Partnership").

SMCC provides a commercial platform combining customer access, programme management capability, installer networks and access to financed deployment structures across the energy-efficiency sector, including through relationships with commercial customers, financial institutions, utilities and infrastructure-focused organisations.

The Board believes that the Proposed Strategic Commercial Partnership with SMCC represents a significant strategic opportunity to accelerate deployment of the M2G platform through SMCC's established commercial relationships, installer network and financed deployment capabilities.

The Proposed Strategic Commercial Partnership is also intended to support the development of recurring revenues associated with deployment, optimisation, servicing, monitoring and carbon reduction activities linked to the installed M2G base.

The proposed framework is additionally intended to create a more operationally scalable commercial model through utilisation of SMCC's existing customer acquisition, deployment and programme management infrastructure, which the Board believes has the potential to materially improve operational scalability and reduce the level of direct commercial infrastructure required within Sabien.

The M2G technology platform is expected to remain the Company's core operating technology platform and Sabien would continue to own and develop the M2G technology platform and remain responsible for technology development, product support and related operational activities.

Haydale would additionally evaluate opportunities to support future scale-up, manufacturing optimisation and supply chain efficiency initiatives relating to the M2G technology platform.

Proposed Strategic Investment and Financing Framework

Separately, the Company has entered into non-binding heads of terms with Richard Parris, Executive Chairman of Sabien, regarding a proposed strategic investment and recapitalisation framework involving a proposed strategic investor group (the "Strategic Investor Group" or "SIG") (together the "Proposed Strategic Investment and Financing Framework").

Subject to completion of definitive agreements, the proposed arrangements contemplate:

·   the acquisition by the Strategic Investor Group of the entire shareholding currently held by Richard Parris and associated parties, representing approximately 26.65 per cent. of the Company's existing issued share capital;

·   the proposed restructuring, refinancing and/or conversion of certain existing debt and invoice financing arrangements associated with Parris Group Ltd; and

·  a proposed senior secured convertible loan note financing intended to raise up to £2 million to support the recapitalisation of the Company, provide working capital flexibility and support the commercial scale-up of the M2G platform and associated deployment opportunities.

The Company currently expects that the proposed financing structure would include a combination of convertible loan notes and warrants, although final terms have not yet been agreed.

The proposed arrangements are intended to preserve Sabien as an independently managed AIM-quoted operating platform focused on the future commercial scale-up of the M2G technology platform and associated recurring revenue opportunities.

Richard Parris is a director of the Company and a substantial shareholder. Therefore, Richard Parris is a related parties pursuant to the AIM Rules for Companies ("AIM Rules"). Should binding documentation be entered into in relation to the Proposed Strategic Investment and Financing Framework, then this will likely constitute a related party transaction for the purposes of Rule 13 of the AIM Rules. The Company will make a further announcement through a Regulatory Information Service, as appropriate.

Future Recurring Revenue and Deployment Opportunities

As part of the Board's strategic review process, the Company is also evaluating a broader pipeline of potential energy-efficiency deployment, optimisation and recurring revenue opportunities originating through the proposed commercial relationship with SMCC and associated financing relationships.

The Board believes that, subject to satisfactory due diligence, financing availability and definitive agreements, selected opportunities may over time create a framework through which the Company can progressively expand participation in recurring revenue opportunities linked to energy-efficiency deployment and related carbon reduction activities.

There can be no assurance regarding the size, timing or composition of any such opportunities.

Strategic Review and Rationalisation of Non-Core Activities

As part of the strategic review process, the Board has also concluded that the Company's future strategic priorities should principally focus on the commercial deployment, optimisation and recurring revenue opportunities associated with the M2G technology platform and related energy-efficiency activities contemplated by the proposed commercial partnership framework.

Accordingly, the Company has commenced a review of certain non-core investments, activities and associated balances in order to simplify the Group structure and align future capital allocation with these revised strategic priorities.

This review includes the Company's interest in b.grn Group Limited ("b.grn"), associated intercompany balances and certain commercial arrangements relating to the previously announced proposed transaction involving City Oil Field ("COF").

The Board does not currently anticipate committing further material capital resources to non-core strategic activities outside these revised priorities and will continue to evaluate the potential rationalisation, restructuring, transfer and/or disposal of certain non-core investments, balances and associated obligations as part of the broader recapitalisation process.

Further announcements will be made as appropriate.

Proposed Board Transition

Subject to completion of the proposed arrangements outlined in this announcement, Richard Parris intends to transition from the role of the Company's Executive Chairman to the Company's Non-Executive Chairman during an anticipated transitional period of approximately three months in order to support an orderly operational and strategic transition process.

The Board composition is otherwise initially expected to remain unchanged.

The Company also expects, in due course, to appoint an interim Chief Executive Officer as part of the Company's broader operational transition and strategic development process.

Conditions

The Proposed Strategic Commercial Partnership and the Proposed Strategic Investment and Financing Framework (the "Proposals") is subject to, among other things, (i) the execution of legally binding agreements governing the Proposals; (ii) the satisfactory completion of legal, commercial, technical and financial due diligence; (iii) completion of the proposed financing arrangements; (iv) receipt of any regulatory and shareholder approvals, as applicable, and (v) approval by the boards of the relevant parties.

Accordingly, there can therefore be no certainty that final binding terms will be agreed in order to complete the Proposals, nor as to the timing or final terms, value or conditions of the Proposals. Further updates will be provided in due course.

The Proposed Strategic Investment and Financing Framework is conditional on the completion of the Proposed Strategic Commercial Partnership.

The heads of terms relating to the Proposals are non-binding, save for certain customary provisions relating to exclusivity, governing law and costs.

Commenting on the Proposals

Richard Parris, Executive Chairman of Sabien, commented:

"Over recent months, the Board and I have undertaken a detailed review of the Company's long-term strategic direction and how best to accelerate large-scale commercial deployment of the M2G technology platform.

We believe that the proposed strategic relationship with SMCC has the potential to materially strengthen the Company's route-to-market capability through access to established customer relationships, financed deployment structures and national delivery infrastructure.

The Board believes that the Proposals create a compelling strategic framework for Sabien's next phase of commercial development while maintaining M2G as the Company's core operating platform.

The proposed recapitalisation and strategic review process also provides an opportunity to simplify the Group's structure, sharpen operational focus and position Sabien around scalable recurring-revenue opportunities linked to energy efficiency, optimisation and carbon reduction activities.

I believe this represents a natural evolution of the Company's strategy and provides a strong foundation for future growth."

Further announcements will be made as appropriate.