REG - T42 IOT Tracking Sol - Issue of Convertible Loan Notes and Warrants

t42 IoT Tracking SolutionsAnnouncement

23/12/2021 07:00

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RNS Number : 5578W  T42 IOT Tracking Solutions PLC  23 December 2021

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.

 

23 December 2021

 

t42 IoT Tracking Solutions PLC

("t42" or the "Company")

 

Issue of Convertible Loan Notes to raise £925,000

Issue of warrants

 

t42 IoT Tracking Solutions plc (AIM: TRAC), which provides IoT driven
real-time tracking, monitoring, analysis and security solutions for the global
container and freight market, announces that it has raised £925,000 through
the issue of unsecured convertible loan notes (the "Convertible Loan Notes" or
the "Notes") to several new and existing investors (together the "Lenders").

The net proceeds of the Convertible Loan Notes will be used predominantly for
funding the migration to the new business model of tracking shipping
containers. As announced on 17 December 2021, the Company has secured an
agreement with a Latin America consortium for the sale and distribution of
t42's shipping container tracking devices. Based on assumptions with regard to
future orders from this and potential future contracts, the Notes will help
provide some additional working capital to fill potential orders.

In addition to the Convertible Loans Notes, the Lenders will also be granted
warrants totalling £462,500 on the basis of 1 warrant for every £2 of Notes
(the "Warrants").

 

Terms of the Convertible Loan Notes

 

On 22 December 2021 the Company entered into an unsecured convertible loan
note agreement with the Lenders for a total subscription of £925,000
Convertible Loan Notes. The Convertible Loan Notes have an expiration date of
31 December 2023 and attract interest at a rate of 8% per annum, which is
payable quarterly in arrears commencing on 31 March 2022. The Convertible
Loan Notes are unsecured and can be repaid by the Company at any time subject
to the Lender receiving at least two business days' prior notice and an early
repayment fee of £8,000.

The Notes shall be convertible into new ordinary shares of the Company
("Ordinary Shares") at 15 pence per share (the "Conversion Price"). The Notes
shall be convertible, in part or in full, at the option of the Lenders from
the date of issuance until the final repayment date, being 31 December 2023.
Until conversion, the Notes do not give the Lenders voting rights over the
ordinary shares or dividend rights.

No application has been or will be made to any stock exchange for the listing
of, or for permission to deal in, all or any of the Convertible Loan Notes.
The Notes are not capable of conversion if to do so would breach rule 9 of the
Takeover Code.

Should the Convertible Loan Notes be converted in full the new Ordinary Shares
would represent 10.5 per cent. of the then issued share capital of the Company
(assuming no other new Ordinary Shares are issued by the Company in the period
until conversion).

Terms of the Warrants

Each Lender will receive one Warrant for every £2 of Notes. A total of
3,083,334 new Ordinary Shares may be subscribed for under the terms of the
Warrants. Half of the Warrants will be exercisable at 17 pence per share which
is a 13.3 per cent. premium to the Conversion Price and will expire two years
from the issue date. The second tranche of Warrants will be exercisable at 19
pence per share which is a 26.7 per cent. premium to the Conversion Price and
will expire three years from the issue date.

The Company now has a total of 3,583,334 warrants over new Ordinary Shares
outstanding, which represents 6.82 per cent. of the Company's issued share
capital.

 

Contacts:

 

 t42 IoT Tracking Solutions PLC

 Michael Rosenberg, Chairman                                       07785 727595

 Avi Hartmann, CEO                                                 +972 5477 35663

 Allenby Capital Limited (AIM Nominated Adviser and Joint Broker)  020 3328 5656

 Jeremy Porter/Piers Shimwell

 Peterhouse Capital Limited (Joint Broker)                         020 7469 0930

 Lucy Williams/Charles Goodfellow/Eran Zucker

 Yellow Jersey PR (Financial PR)                                   020 3004 9512

 Tom Randell/Henry Wilkinson/Annabelle Wills                       t42@yellowjerseypr.com

 

 

 

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