TIDMSTAR
RNS Number : 8527C
Starcom PLC
23 June 2021
23 June 2021
Starcom plc
( " Starcom " or the " Company " )
Posting of Annual Report and Accounts and notice of Annual
General Meeting and
proposed grant of options to directors
Starcom (AIM: STAR), which specialises in the development of
wireless, Internet-Of-Things (IoT) based solutions for the remote
tracking, monitoring and protection of a variety of assets,
announces that its Annual Report and Accounts for the year ended 31
December 2020 and the notice of the 2021 Annual General Meeting
will be posted to shareholders later today and will shortly be
available on the Company's website at www.starcomsystems.com.
The Company's Annual General Meeting ("AGM") will be held at
11.00 am on 15 July 2021 at 16a Hataas St, Kfar Saba, Israel.
Attendance and voting at the AGM
Given the COVID-19 pandemic and the associated restrictions on
travel and the prohibition on public gatherings, it will not be
possible to hold an open AGM with shareholders in attendance and
accordingly the AGM this year will be run as a closed meeting.
Therefore, it will not be possible for shareholders to attend the
AGM in person and the Company will not be able to grant entry to
anyone seeking to attend the AGM. Shareholders may attend the AGM
by conference call via the following link
https://us02web.zoom.us/j/ 88565946045
?pwd=c3lNaUI2WTdETFpHOTJZdWg2ZUpmQT09 .
The Company will convene the AGM with the minimum necessary
quorum of two shareholders, in accordance with its articles of
association. No presentation will be provided at the meeting.
Shareholders are strongly encouraged to vote via completion of a
Form of Proxy. Full details of how to complete the Form of Proxy
are contained in the Notice of AGM. You are strongly advised to
appoint the chairman of the meeting as your proxy to ensure your
vote is counted as no other individuals will be granted access to
the meeting. The chairman of the meeting will direct that all
resolutions will take place by way of a poll, rather than on a show
of hands, to ensure an accurate reflection of the views of
shareholders and ensure that proxy votes are recognised. The
results of the poll votes on the proposed resolutions will be
published on the Company's website as soon as possible after the
conclusion of the AGM.
Proposed grant of Fee options
At the AGM, resolutions will be proposed for shareholders to
consider the grant of share options to certain directors as
detailed below.
It is proposed that in consideration of the agreement by certain
directors to reduce their cash salaries and fees for the
twelve-month period from 1 June 2021 to 31 May 2022, they will be
granted with options to subscribe for new ordinary shares in the
Company ("Shares") under the Company's share option scheme (the
"Fee Options") as follows:
-- Michael Rosenberg will be granted 2,232,558 Fee Options and
will reduce his fees payable to Eastkings Ltd from GBP3,333 per
month to GBP1,333 per month until 31 May 2022.
-- Avi Engel will be granted 2,009,302 Fee Options and will
reduce his fees from GBP3,000 per month to GBP1,200 per month until
31 May 2022.
-- Martin Blair will be granted 2,009,302 Fee Options and will
reduce his fees from GBP3,000 per month to GBP1,200 per month until
31 May 2022.
The number of Fee Options granted has been calculated based on
an issue price of 1.075p per Share, being the mid-market closing
price on AIM on 22 June 2021. The Fee Options will vest one year
after grant date and can be exercised from that date until 10 years
from date of grant. If a director leaves before the end of the
vesting period a pro rata entitlement will vest and the remaining
options will lapse. As the Fee Options are being granted in place
of salaries and fees, the Fee Options are exercisable at nil cost.
Pursuant to the Company's share option scheme, the Fee Options will
be subject to certain customary good leaver and bad leaver
provisions.
The aggregate 6,251,162 Fee Options would represent 1.71% per
cent. of the Company's issued share capital as at the date of this
announcement.
The grant of Fee Options is subject to shareholder approval at
the AGM.
Total options
If the grant of the Fee Options is approved by shareholders at
the AGM, the Company would have a total of 52,645,109 options over
Shares outstanding, which would represent 14.43 per cent. of the
Company's issued share capital as at the date of this announcement,
and the directors of the Company would have interests in options
over new Shares as follows:
Director No. of options No. of Total no. Percentage
over Shares Fee Options of options of existing
currently to be granted over new Shares issued
held to be held share capital
if approved of the
at the AGM Company
("Total Options") represented
by Total
Options
Michael Rosenberg 7,222,710* 2,232,558 9,455,268 2.59%
--------------- --------------- ------------------- ---------------
Avi Engel 7,921,710 2,009,302 9,931,012 2. 72%
--------------- --------------- ------------------- ---------------
Martin Blair 2,910,000 2,009,302 4,919,302 1. 35%
--------------- --------------- ------------------- ---------------
* It should be noted that in the RNS announcement dated 24 May
2021, it incorrectly stated Michael Rosenberg's total number of
options over new Ordinary shares currently held as 7,056,043. The
correct number is, as stated above, 7,222,710.
Related party transactions
The grant of the Fee Options to Michael Rosenberg, Avi Engel and
Martin Blair are deemed to be related party transactions pursuant
to rule 13 of the AIM Rules for Companies. The directors
independent of the transactions, being Avi Hartman and Igor
Vatenmacher, consider, having consulted the Company's nominated
adviser, Allenby Capital Limited, that the terms of the
transactions are fair and reasonable insofar as the Company's
shareholders are concerned.
For further information please contact:
Starcom Plc
Michael Rosenberg, Chairman 07785 727595
Avi Hartmann, CEO +972 5477 35663
Allenby Capital Limited (Nominated Adviser
and Joint Broker)
Jeremy Porter/Piers Shimwell 020 3328 5656
Peterhouse Capital Limited (Joint Broker)
Lucy Williams/Charles Goodfellow/Eran Zucker 020 7469 0930
Leander PR (Financial PR)
Christian Taylor-Wilkinson 07795 168 157
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END
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