TIDMTRAC
RNS Number : 2880H
T42 IOT Tracking Solutions PLC
26 July 2023
26 July 2023
t42 IoT Tracking Solutions plc
T42 raises $1.3M through a convertible loan from a strategic
customer
t42 IoT Tracking Solutions plc (AIM: TRAC) ("t42" or the
"Company") is pleased to announce that it has raised $1.3m (before
expenses) to support both existing orders and the Company's new
lease-based order strategy and to repay certain existing loans. The
funding is in the form of a secured convertible loan ("Loan")
provided to t42 Limited by Ewave Mobile Ltd.) ("Lender"), an
international group providing solutions across a range of sectors,
including supply chain management. Companies within Lender's group
have been long-time key customers of t42 in the supply chain
market.
The Loan, which carries interest at 10% per annum, payable
quarterly on the principal drawn, will be drawn down as to $600,000
immediately, $300,000 in three equal tranches during August 2023,
and the balance of $300,000 by 30 September 2023.
The Company will apply approximately $0.55 million of the Loan
to repay in full the outstanding loan from CSS Alpha Global Pte Ltd
("CSS"), together with interest accrued, which was announced on 15
December 2022 and carried a substantially higher interest rate
compared to the new Loan.
The remaining funds from the Loan are anticipated to assist the
Company in advancing several pending orders by supporting the
upfront payment to suppliers and the new financing leasing
structure for other existing orders, and to support taking
advantage of the expected growth in business opportunities during
2023.
The Loan, together with accrued interest at the time of
conversion, may be converted, at the discretion of the Lender, at
any time prior to the Loan repayment date of 20 January 2025, into
such number of new t42 ordinary shares as corresponds to 29.5% of
the Company's issued ordinary share capital immediately following
such conversion. The Loan may be converted in part, on a pro rata
basis to the above terms.
Based on the Company's current issued share capital, being
54,026,822 ordinary shares, and prevailing exchange rates, the
conversion rate corresponds to approximately 4.4 6p per new t42
ordinary share and full conversion would result in the issue of
22,606,968 shares.
For so long as (i) the Loan is outstanding, or (ii) the Lender
holds 15% or more of the Company's issued ordinary shares, the
Lender shall have the right to appoint a director or observer to
the t42 Board. The appointment of such director shall be subject to
completion of customary satisfactory regulatory due diligence by
the Company's nominated adviser.
Security is provided by way of parent guarantee and charges over
the assets of t42. The Loan agreement includes anti-dilution
provisions to protect the equity interest percentage of the Lender,
so that in the event of the exercise or conversion of existing
warrants, options or other instruments convertible into new t42
ordinary shares (subject to certain exceptions), the Lender will be
issued for no additional consideration such number of t42 shares
such that, together with the t42 shares already held, the Lender's
percentage shareholding shall remain the same. Under these
provisions, a maximum of 9,061,870 additional new shares would be
issued to the Lender, assuming full exercise or conversion of
existing warrants, options and convertible securities (save for a
limited number of dilutive instruments excluded from this
calculation).
In the event the Loan is converted and the Lender's resultant
shareholding exceeds 20% of the Company's issued ordinary share
capital, the Lender shall enter into a relationship agreement with
the Company and its Nominated Adviser on customary terms.
Confirmation of Total Voting Rights
The Company notes that the 3 million Deposit Shares, as detailed
in the announcement of 15 December 2022, are now not being issued
to CSS. Therefore, as of the date hereof there are 54,026,822
ordinary shares in issue, each with one voting right. The Company
does not hold any ordinary shares in treasury. This figure may be
used by shareholders in the Company 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
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Avi Hartmann, CEO of t42, commented : "We have full confidence
in our new lease-based business model, which we believe will help
us grow and expand our business even further. The funds raised will
enable us to deliver new orders to our customers more efficiently
and enhance our service quality. We look forward to increased
commercial cooperation between the parties in line with our common
strategies."
Contacts:
t42 IoT Tracking Solutions PLC
Michael Rosenberg, Chairman 07785 727595
Avi Hartmann, CEO +972 5477 35663
Strand Hanson Limited (Nominated Adviser
and Financial Adviser)
James Harris/ Richard Johnson/ Robert Collins 020 7409 3494
Peterhouse Capital Limited
Lucy Williams/Charles Goodfellow/Eran Zucker 020 7469 0930
Notes to Editors
t42 IoT Tracking Solutions plc (AIM: TRAC), formerly Starcom
Systems plc, provides real-time tracking, analysis, monitoring, and
security IoT solutions for the global container and freight market
and covers 55 countries, over 100 distributors, and 50 logistics
and support partners.
t42's multi-sensor IoT tracking devices use a wide range of
detection capabilities with cloud-based analytics and alerts, with
real-time data transmission, analysis, and actionable insights. Its
devices are used by ports, cargo owners, shipping companies,
freight forwarders, insurance companies, customs authorities,
homeland security, and police for end-to-end global container
tracking and digital transformation of shipments.
For more information on the Company, please visit:
www.t42.co.uk/ .
The information contained within this announcement is deemed by
the Company to constitute inside information pursuant to Article 7
of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended.
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END
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July 26, 2023 07:30 ET (11:30 GMT)
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