TIDMSTAR
RNS Number : 7951A
Starcom PLC
31 May 2019
31 May 2019
Starcom plc
("Starcom" or the "Company")
Posting of Annual Report and Accounts and notice of Annual
General Meeting and
proposed grant of options and issue of shares to directors
Starcom (AIM: STAR), which specialises in the development of
wireless solutions for the remote tracking, monitoring and
protection of a variety of assets, will shortly post to
shareholders its Annual Report and Accounts for the year ended 31
December 2018 and notice of the Company's Annual General Meeting
("AGM"). Both documents will be available later today on the
Company's website at www.starcomsystems.com.
The AGM will be held at 12 noon on 17 June 2019 at the offices
of Peterhouse Capital Limited, 3rd Floor, New Liverpool House, 15
Eldon Street, London, EC2M 7LD.
Further to the announcement on 18 April 2019, at the AGM,
resolutions will be proposed for shareholders to consider the grant
of share options and issue of shares to directors and consultants
as detailed below.
Proposed grant of options
Fee options
It is proposed that in consideration of the agreement by certain
directors and David Avner (a consultant to the Company) to either
waive or reduce fees and salaries due them for the nine month
period from 1 June 2019 to 31 March 2020, 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 600,000 Fee Options and
will reduce his fees payable to Eastkings Ltd from GBP3,333 per
month to GBP2,917 per month until 31 March 2020.
-- Avi Hartmann will be granted 2,960,000 Fee Options and will
reduce his salary from 59,000 shekels per month to 40,000 shekels
per month until 31 March 2020.
-- Avi Engel will be granted 2,160,000 Fee Options and will
reduce his fees from 14,000 shekels per month to zero per month
until 31 March 2020.
-- Martin Blair will be granted 2,160,000 Fee Options and will
not take any salary or fees until 31 March 2020.
-- David Avner will be granted 2,160,000 Fee Options and will
reduce his consultancy fees from 14,000 shekels per month to zero
until 31 March 2020.
The number of Fee Options granted has been calculated based on
an issue price of 1.25p per Share. The Fee Options will vest on 1
April 2020, subject to the grantees' continued employment with the
Company, and can be exercised from that date until 10 years from
date of grant. 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 10,040,000 Fee Options would represent 3 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.
Scheme options
In addition to the Fee Options, it is proposed that the
directors of the Company, Uri Hartmann (a director of a Company
subsidiary) and David Avner will be granted with options to
subscribe for new Shares under the Company's share option scheme
(the "Scheme Options") as follows:
-- Michael Rosenberg: 1,000,000 Scheme Options
-- Avi Hartmann: 1,000,000 Scheme Options
-- Uri Hartmann: 1,000,000 Scheme Options
-- Igor Vatenmacher: 1,000,000 Scheme Options
-- Martin Blair: 750,000 Scheme Options
-- Avi Engel: 750,000 Scheme Options
-- David Avner: 750,000 Scheme Options
The Scheme Options are exercisable at a price of 1.875p per
share, representing a premium of 50% over the closing mid-market
price on the day prior to the issue of the AGM notice. The Scheme
Options will become exercisable, subject to the grantees' continued
employment with the Company, over three years as to one third from
the first anniversary of the date of grant, one third from the
second anniversary of date of grant and one third from the third
anniversary of date of grant. The Scheme Options expire 10 years
after date of grant. Pursuant to the Company's share option scheme,
the Scheme Options will be subject to certain customary good leaver
and bad leaver provisions.
The aggregate 6,250,000 Scheme Options would represent 1.8 per
cent. of the Company's issued share capital as at the date of this
announcement.
The grant of Scheme Options is subject to shareholder approval
at the AGM.
Total options
If the grant of the Fee Options and Scheme Options is approved
by shareholders at the AGM, the Company would have a total of
49,293,947 options over new Shares outstanding, which would
represent 14.31 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 Fee No. of Scheme Total no. Percentage
over Shares Options Options of options of existing
currently to be granted to be granted over new issued share
held Shares to capital
be held of the Company
if approved represented
at the AGM by Total
("Total Options
Options")
Michael Rosenberg 6,222,710 600,000 1,000,000 7,822,710 2.27
--------------- --------------- --------------- ------------- ----------------
Avi Hartmann 7,323,420 2,960,000 1,000,000 11,283,420 3.28
--------------- --------------- --------------- ------------- ----------------
Avi Engel 5,011,710 2,160,000 750,000 7,921,710 2.30
--------------- --------------- --------------- ------------- ----------------
Igor Vatenmacher 1,000,000 - 1,000,000 2,000,000 0.58
--------------- --------------- --------------- ------------- ----------------
Martin Blair - 2,160,000 750,000 2,910,000 0.84
--------------- --------------- --------------- ------------- ----------------
Proposed issue of shares
It is proposed that in consideration of the payment of
outstanding fees of GBP11,000 due to Eastkings Limited for the
services of Michael Rosenberg as Chairman of the Company in the
year to 31 March 2019, Eastkings Limited will be issued with
880,000 new ordinary shares in the Company at 1.25p per share (the
"Fee Shares").
The issue of Fee Shares is subject to shareholder approval at
the AGM.
If approved at the AGM, upon the issue of the Fee Shares,
Michael Rosenberg would have an interest in 3,059,616 Shares,
representing approximately 0.89 per cent. of the as enlarged issued
share capital of the Company.
Application will be made for the Fee Shares, which will rank
pari passu with the Company's existing Ordinary Shares, to be
admitted to trading on AIM ("Admission"). It is anticipated that,
subject to shareholder approval at the AGM of the issue of the Fee
Shares, Admission will become effective on 18 June 2019.
Related party transactions
The aggregate of the grant of the Fee Options and Scheme Options
and issue of the Fee Shares to the directors of the Company and Uri
Hartmann (as a director of a Company subsidiary) are related party
transactions under rule 13 of the AIM Rules for Companies. In the
absence of any directors independent of the transactions, the
Company's nominated adviser, Allenby Capital Limited, considers
that the terms of the transactions are fair and reasonable insofar
as the Company's shareholders are concerned.
Board recommendation
The board has demonstrated its faith in the Company through the
acceptance of reductions in salaries over the next nine months
which will enable financial resources to be dedicated to
acceleration of growth. In addition, the appointment of Martin
Blair to the Board and David Avner as a senior adviser will provide
excellent additional management resource to assist in achieving the
Company's objectives. Accordingly, the board believes that the
resolutions to be put to the AGM are in the best interests of the
Company and shareholders as a whole and, accordingly, recommends
that shareholders vote in favour of the resolutions.
Enquiries:
Starcom Plc
Michael Rosenberg, Chairman 07785 727 595
Avi Hartmann, CEO +972 5447 5663
Allenby Capital Limited (Nominated Adviser
and Broker) 020 3328 5656
James Reeve / Jeremy Porter / Asha Chotai
Peterhouse Capital Limited (Joint Broker) 020 7469 0930
Lucy Williams / Charles Goodfellow / Eran Zucker
Leander PR (Financial PR) 07795 168 157
Christian Taylor-Wilkinson
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END
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