REG - T42 IOT Tracking Sol - T42 year-end trading update and CLN extension

t42 IoT Tracking SolutionsAnnouncement

07/03/2024 09:45

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RNS Number : 9980F  T42 IOT Tracking Solutions PLC  07 March 2024

 

 

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/)
https://www.t42.co.uk/ (https://www.t42.co.uk/) . (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.

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