7 March 2024
t42 IoT Tracking Solutions
plc
("t42" or the
"Company")
T42 year-end trading update and CLN
extension
t42 IoT Tracking Solutions plc
(AIM: TRAC) ("t42" or the
"Company"), the provider of
global shipping containers tracking solutions, is pleased to
provide the following trading update for the year ended 31 December
2023 ("FY2023") and details of a
CLN extension.
Trading
update
The Company expects to report total revenues
for FY2023 of approximately US$4.0 million
(2022: $4.0 million), including approximately $2.0 million of
SaaS income representing approximately 50% of the total revenues
for the period (2023: 50%). Gross margins have been
increased and general expenses reduced, as the Company
continues to restructure and adjust cross disciplinary policies to
its new strategy focus on the shipping container market.
The Company is focusing on its priority shipping
container market, leveraging cutting-edge technology to maintain a
distinct advantage within the industry. The Company's recent
announcement, on 5 February 2024, of its agreement
with a leading provider of end-to-end goods management
services evidences the Company's success in innovation and market
leadership. Furthermore, the Company continues its proactive
approach to addressing industry challenges, for example the
integration of cutting-edge technology to resolve communication
issues through its collaboration with Sateliot IOT, announced in
December 2023. In addition, optimization solutions for power
consumption represent another facet of the Company's commitment to
technological advancement and sustainability.
The Board remains confident in the
Company's technological capabilities and the value of the Company's
supply chain tracking solutions. Furthermore, strategic
collaborations with leading players in the shipping container
market provide the Company with valuable insights into market
demand and the opportunities for commercial partnerships, as the
Company seeks to secure additional long-term agreements with its
diverse client base.
CLN
extension update
Further to its announcements on 20
December 2023 and 17 January 2024, the Company announces that it
has entered into an agreement ("Agreement") for the extension of
the maturity date of the £925,000 unsecured convertible loan notes
("CLNs") until 20 January 2025. Under the Agreement the following
terms have been agreed with the holders of the CLNs
("Lenders"):
·
Coupon: the interest payable on the CLNs shall be
10% per annum, commencing from 1 January 2024.
·
Conversion: the Lenders will have the right to
convert, at their discretion, the principal amount of the CLNs
into such number of T42 shares ("Conversion Shares")
corresponding to 28.82% of the Company's issued ordinary
share capital immediately following the date of conversion, if the
aggregate principal amount is converted, and into a pro-rata number
of Conversion Shares in case of a partial conversion. The Lenders
shall not issue a conversion notice if this would result in a
breach of Rule 9 of the UK Takeover Code.
·
Anti-Dilution: the Agreement includes
anti-dilution provisions to protect the equity interest percentage
of the Lenders, 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
Lenders will be issued for no additional consideration such number
of t42 shares such that, together with the t42 shares already held,
each Lender's percentage shareholding shall remain the same. Under
these provisions (and the similar provisions in the convertible
loan from Ewave Mobile Ltd ("Ewave") in July 2023), a maximum of up
to approximately 84.27 million additional new shares would be
issued to the Lenders and Ewave. In light of this, the Company
expects to propose, at its forthcoming AGM, relevant increased
share authorities.
·
Security: security is provided by way of parent
guarantee and fixed and floating charges over the assets of t42.
The floating charge ranks pari-passu with the floating charge
provided to Ewave under the Ewave loan and the fixed charge
security over the intellectual property rights of t42 is second
ranking, subordinated only to the fixed charge in favor of Ewave
under the Ewave loan.
·
Conversion/Repayment Events: in the event of
certain major transactions or financing investments the lender may
elect for conversion or repayment of the CLNs.
·
Cancellation of warrants: the 1,541,667
outstanding 3-year warrants granted to the Lenders in December 2021
have been cancelled.
In conjunction with the Agreement,
the Company has also entered into an addendum to the loan agreement
with Ewave Mobile Ltd, announced on 26 July 2023, pursuant to which
they have consented to the CLN extension and will also have the
same conversion rights as the CLN holders in the event of a major
transaction.
Avi Hartmann,
CEO of t42, commented: "We are thrilled about the
promising future ahead for the Company. Our sustained focus on
long-term strategies, coupled with our technological edge and deep
client collaborations, paves the way for continued success. With
our innovative solutions and commitment to excellence, we are
poised to thrive and lead in our industry."
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)
020 7409
3494
James Harris/ Richard Johnson/ Robert
Collins
Peterhouse Capital
Limited
020 7469 0930
Lucy Williams/Duncan Vasey/Eran
Zucker
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: https://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.