REG - T42 IOT Tracking Sol - AGM Results, Director Dealings, Change of Auditor

t42 IoT Tracking SolutionsAnnouncement

05/01/2026 11:45

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RNS Number : 6742N  T42 IOT Tracking Solutions PLC  05 January 2026

5 January 2026

t42 IoT Tracking Solutions plc
("t42" or the "Company")

Result of AGM

Grant of options, Issue of Director shares, Change of Auditor

T42 IoT Tracking Solutions plc (AIM: TRAC) ("t42" or the "Company"), a leading
provider of global shipping container tracking solutions, is pleased to
announce that at the Company's Annual General Meeting ("AGM"), held on 31
December 2025, all resolutions were duly passed. The proxy voting results will
shortly be available on the Company's website at: www.t42.co.uk/
(http://www.t42.co.uk/) .

Grant of options

Following shareholder approval at the AGM, the Company, on 2 January 2026
granted options over ordinary shares in the Company ("Options") to the
following Directors and PDMRs:

 Name                 Quantity  Exercise price  Vesting Period
 Avi Hartmann         250,000     2.5p          12 months
 Avi Hartmann         250,000     3.0p          2 years, equally
 Avi Hartmann         250,000     4.0p          3 years, equally
 Uri Hartmann (PDMR)  200,000     2.5p          12 months
 Michael Rosenberg    75,000      2.5p          12 months
 Martin Blair         75,000      2.5p          12 months
 Aviran Sabag (PDMR)  150,000     2.5p          2 years, equally

 

The Options shall vest, subject to continued employment, as set out in the
schedule above and shall lapse 10 years after grant.

Issue of Director Shares

At the AGM, shareholders approved proposals in relation to outstanding unpaid
remuneration due to Michael Rosenberg, Chairman, and Martin Blair,
non-executive director.

Consequently, the Company is issuing 4,003,925 new ordinary shares to Mr
Rosenberg and 3,525,471 new ordinary shares to Mr Blair in lieu of a portion
(c. 76%) of their outstanding renumeration, calculated by reference to a price
of 2p per ordinary share, being a premium of c.10% to the closing price of t42
ordinary shares on the day prior to the Notice of AGM. The new ordinary shares
shall be issued using the Company's existing share authorities. Following
issue of the new ordinary shares, Mr Rosenberg's holding comprises 6,561,294
ordinary shares and Mr Blair's holding comprises 4,102,884 ordinary shares,
representing 9.0% and 5.6%, respectively, of the Company's enlarged issued
ordinary share capital.

The balance of outstanding remuneration due to Mr Rosenburg and Mr Blair shall
be repaid in cash in equal monthly instalments over the next 24 months.

Application will be made for the admission of the 7,529,396 new ordinary
shares to trading on AIM ("Admission").  It is expected that Admission will
become effective and that dealings in the Placing Shares on AIM will commence
at 8.00 a.m. on or around 9 January 2026. The new ordinary shares will rank
pari passu with the Company's existing ordinary shares.

On Admission, the Company's issued share capital will consist of 73,155,753
ordinary shares, each with one voting right. There are no ordinary shares held
in treasury. Following Admission, the total number of  voting rights in the
Company will be 73,155,753 and this figure may be used by shareholders as the
denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

PDMR Loan interest

At the AGM, shareholders approved an increase in the interest payable on the
$256,000 loan to the Company by Uri Hartmann, Chief Technical Officer, in
2017, which remains outstanding, from 4% to 8% per annum, effective 1 January
2026.

Change of Auditor

At the AGM, shareholders approved the appointment of KPMG Israel as Auditor of
the Company with effect from 31 December 2025.

 

Contacts:

 t42 IoT Tracking Solutions PLC

 Michael Rosenberg, Chairman                                               07785 727595

 Avi Hartmann, CEO                                                         +972 544735663
 Strand Hanson Limited (Nominated Adviser, Financial Adviser and Broker)   020 7409 3494

 James Harris/ Richard Johnson/ Imogen Ellis

 

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

PDMR Notification Form:

The notifications below are made in accordance with the requirements of MAR.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.   Avi Hartmann

                                                                  2.   Uri Hartmann

                                                                  3.   Michael Rosenberg

                                                                  4.   Martin Blair

                                                                  5.   Aviran Sebag
 2.  Reason for the Notification
 a)  Position/status                                              1.   Chief Executive Officer

                                                                  2.   PDMR (CTO)

                                                                  3.   Non-executive Chairman

                                                                  4.   Non-executive director

                                                                  5.   PDMR (CFO)
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         T42 IoT Tracking Solutions PLC
 b)  LEI                                                          213800XVU7WF3QMF4826
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Grant of options
     Identification code                                          JE00BKVDPL34
 b)  Nature of the Transaction                                    Transfer of Ordinary Shares in settlement of loan
 c)  Price(s) and volume(s)                                       1.   250,000 options at 2.5p; 250,000 options at 3p; 250,000 options at 4p

                                                                  2.   200,000 options at 2.5p

                                                                  3.   75,000 options at 2.5p

                                                                  4.   75,000 options at 2.5p

                                                                  5.   150,000 options at 2.5p
 d)  Aggregated information                                       1,250,000 options

 e)  Date of the transaction                                      2 January 2026
 f)  Place of the transaction                                     Outside a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.   Michael Rosenburg

                                                                  2.   Martin Blair
 2.  Reason for the Notification
 a)  Position/status                                              1.   Non-executive Chairman

                                                                  2.   Non-executive director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         T42 IoT Tracking Solutions PLC
 b)  LEI                                                          213800XVU7WF3QMF4826
 4.  Details of the transaction(s):section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
     where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary shares of no par value
     Identification code                                          JE00BKVDPL34
 b)  Nature of the Transaction                                    Issue of shares in lieu of remuneration
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  2p        1.   4,003,925

                                                                       2.   3,525,471
 d)  Aggregated information                                       7,529,396  shares

     Aggregated volume Price                                      2p
 e)  Date of the transaction                                      2 January 2026
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

Aggregated volume Price

7,529,396  shares

2p

e)

Date of the transaction

2 January 2026

f)

Place of the transaction

Outside a trading venue

 

 

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