T42 IOT Tracking Solutions PLC Issue of Convertible Loan Notes and Warrants (5578W)
23 December 2021 - 6:00PM
UK Regulatory
TIDMTRAC
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 GBP925,000
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 GBP925,000 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 GBP462,500 on the basis of 1
warrant for every GBP2 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 GBP925,000 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 GBP8,000.
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 GBP2 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)
Jeremy Porter/Piers Shimwell 020 3328 5656
Peterhouse Capital Limited (Joint Broker)
Lucy Williams/Charles Goodfellow/Eran Zucker 020 7469 0930
Yellow Jersey PR (Financial PR) 020 3004 9512
Tom Randell/Henry Wilkinson/Annabelle Wills t42@yellowjerseypr.com
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