Prior to
publication, the information contained within this announcement was
deemed by the Company to constitute inside information as
stipulated under the UK Market Abuse Regulation. With the
publication of this announcement, this information is now
considered to be in the public domain.
3 April
2024
Trakm8 Holdings
plc
("Trakm8",
the "Group" or the
"Company")
Trading Update, Purchase of IP, Contract
Extension & Issue of Convertible Loan Notes
Trakm8 Holdings plc (AIM: TRAK), the
global telematics and data insight provider, provides the following
update.
Trading
Update
On 22 March 2024, the Group announced a trading
update relating to the financial year ended 31 March 2024
("FY-2024" or the
"Period"). Post
completion of the Period, the Group can now confirm that
operational cash generation for the Period is expected to be £5.4m
(FY-2023: £4.3m). In addition, cash on hand amounted to £1.4m
(FY-2023: £1.1m) and net debt, excluding IFRS16 lease liabilities,
was £4.9m (FY-2023: £5.6m). The Group also has an unused overdraft
facility of £0.5m.
The Group separately noted that the extent of
any shortfall in its results for the financial year ending 31 March
2025 ("FY-2025") would
ultimately depend on, inter
alia, insurance capacity returning. The Group is pleased to
confirm that insurance capacity has now been restored to the
Group's largest insurance customer. Accordingly, the board of
directors of the Group (the "Board") now believes
that shipments into the insurance market are expected to recover
during April 2024.
Purchase of Intellectual Property
Trakm8 is pleased to announce that, on 2 April
2024, the Group completed the purchase of certain Intellectual
Property ("IP") from Action
365 Limited, a Freedom Services Group Company ("Freedom"), under a software licence
agreement, for a total consideration of £500,000.
Under the licence agreement, the Group has
acquired industry approved technology that will complement the
Group's existing extensive risk management and driver profiling
capabilities including accident detection. This will further
improve the breadth of service that the Group can offer to its
existing and potential new customers.
Supply
Agreement Extension
Under a separate agreement with Freedom, Trakm8
has agreed a supply contract extension for four years. Under this
agreement, Freedom has committed to purchase a minimum of 90% of
its OBD (on-board diagnostics) and 12v devices and related services
from Trakm8.
The Board believes that these agreements will
provide increased certainty to the Group's financial results this
year and beyond.
Banking
Update
Trakm8 and HSBC have agreed to an extension of
the Company's existing £5.3m term loan on the same terms for a
further year, to July 2025. HSBC has also agreed that Trakm8 will
not be required to make capital repayments on the loan until
October 2024. Interest will continue to be paid as usual. As at 31
March 2024, the outstanding balance on the loan was
£3.6m.
Issue of
Convertible Loan Notes
Trakm8 is also pleased to announce a fundraise
via the issue of £990,000 nominal of 18% Convertible
Unsecured Loan Notes (together the "2024 Loan Notes"). The primary purpose
of the issue of the 2024 Loan Notes is to provide the Group with
the funds required to complete the purchase of IP outlined above
and to provide an increase in working capital to meet the
anticipated volume increases from both the supply agreement
extension and the driver scoring algorithms.
The 2024 Loan Notes, which contain
customary terms of default, will attract interest from its issue
date of 2 April 2024, payable quarterly, until repayment on 13
September 2025. No application has been or will be made to any
Recognised Investment Exchange for the listing of, or for
permission to deal in, the 2024 Loan Notes. The 2024
Loan Notes are convertible at a conversion price of 8.1p, being a
ten per cent. discount to the closing mid-market price of a Trakm8
ordinary share of 9p (the "Reference Price") on 2 April 2024, the last practicable date prior to
this announcement. The terms of the 2024 Loan Notes prohibit
the Company from entering into any further unsecured loans, other
than in the normal course of business and subject to the prior
consent of holders of the 2024 Loan Notes. In addition, in
the event that the Company undertakes an equity funding raising in
excess of £0.5m prior to repayment of the 2024 Loan Notes, the
conversion price of the 2024 Loan Notes will be adjusted to a 10
per cent. discount to the price of that equity funding, provided
the issue price of the equity funding is lower than the Reference
Price. In the absence of a default event, the principal
sum of the 2024 Loan Notes will be repaid
or converted, in full or in part, at the option holders of the 2024
Loan Notes at the maturity date of 13 September 2025 into Trakm8
ordinary shares and will not be redeemed. The Trakm8 ordinary
shares so issued will rank pari
passu in all respects with the existing ordinary shares
currently in issue.
Certain directors of the Company
will also be subscribing for the 2024 Loan Notes in the following
amounts: John Watkins £275,000; Nadeem Raza £100,000; and Jon
Edwards £25,000.
Variation to 2022 convertible loan notes
On 13 September 2022, the Group
issued £1,580,000 nominal of 12% Convertible Unsecured Loan Notes
(the "2022 Loan Notes").
These were due for repayment on 13 September 2024. All of the
holders of the 2022 Loan Notes have agreed: (i) that the Company
can issue the 2024 Loan Notes; and (ii) to extend the repayment
period for the 2022 Loan Notes to 13 September 2025. In order to
obtain the agreement of the holders of the 2022 Loan Notes to these
variations, the interest rate on the 2022 Loan Notes has been
increased to 18% and the conversion price amended to
8.1p, matching that of the 2024 Loan Notes. Other terms, as detailed in the announcement of the 2022
CLNs on 14 September 2022, remain unchanged.
Related party
transactions
Nadeem Raza, John Watkins and
Jon Edwards are directors of Trakm8 (together the "Connected 2024 Loan Note Subscribers").
The Connected 2024 Loan Note Subscribers are therefore related
parties of the Group for the purposes of the AIM Rules for
Companies (the "AIM
Rules"). Participation in the 2024 Loan Notes by the
Connected 2024 Loan Note Subscribers and the variation to the terms
of the 2022 Loan Notes in respect of the related parties that
participated in those constitute related party transactions under
the AIM Rules. Keith Evans, the Director independent of the
related party transactions considers, having consulted with the
Group's nominated adviser, Allenby Capital Limited, that the terms
of the participation in the 2024 Loan Notes by the Connected
2024 Loan Note Subscribers and the variations to the terms of the
2022 Loan Notes held by the related parties are fair and reasonable
insofar as the Group's shareholders are
concerned.
John Watkins,
Trakm8's Executive Chairman, commented "We are
delighted to extend our partnership with Freedom and to increase
our capability in Insuretech services. We also thank the
subscribers to the 2024 Loan Notes who are not directors of the
Company in helping to facilitate this."
The FCA notification, made in accordance with
the requirements of the UK Market Abuse Regulation, is appended
further below.
- Ends -
For further
information:
|
Trakm8
Holdings plc
|
|
|
John Watkins, Executive Chairman
|
Tel: +44 (0) 1675 434
200
|
|
Jon Edwards, Chief Financial Officer
|
www.trakm8.com
|
|
|
|
|
Allenby
Capital Limited (Nominated Adviser &
Broker)
|
Tel: +44 (0)20 3328
5656
|
|
David Hart / Vivek Bhardwaj,
Corporate Finance
Tony Quirke, Sales and Corporate Broking
|
www.allenbycapital.com
|
About
Trakm8
Trakm8 is a UK based technology leader in fleet
management, insurance telematics, connected car, and optimisation.
Through IP owned technology, the Group uses AI data analytics
collected from its installed base of telematics units to fine tune
the algorithms that are used to produce its' solutions; these
monitor driver behaviour, identify crash events and monitor vehicle
health to provide actionable insights to continuously improve the
security and operational efficiency of both company fleets and
private drivers.
The Group's product portfolio includes the
latest data analytics and reporting portal (Trakm8 Insight),
integrated telematics/cameras/optimisation, self-installed
telematics units and one of the widest ranges of installed
telematics devices. Trakm8 has over 275,000 connections.
Headquartered in Coleshill near Birmingham
alongside its manufacturing facility, the Group supplies to the
Fleet, Optimisation, Insurance and Automotive sectors to many
well-known customers in the UK and internationally including the
AA, Saint Gobain, EON, Iceland Foods, GSF, Direct Line Group,
Ticker and Freedom Group.
Trakm8 has been listed on the AIM market of the
London Stock Exchange since 2005. Trakm8 is also recognised with
the LSE Green Economy Mark.
www.trakm8.com /
@Trakm8
|
1.
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Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
John Watkins
Nadeem Raza
Jon Edwards
All Directors of the
Company
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PDMRs
|
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Trakm8 Holdings plc
|
|
b)
|
LEI
|
213800I7RQRIKCSHY846
|
|
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 1p each in the
Company ("Ordinary Shares")
|
|
Identification code
|
ISIN: GB00B0P1RP10
|
|
b)
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Nature of the transaction
|
Participation in the subscription of
the 2024 Loan Notes
|
|
b)
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Price(s) and volume(s)
|
Price: base conversion price of 8.1p
per Ordinary Share
|
Name
|
Volume (principal value of 2024 Loan
Notes subscribed)
|
|
John Watkins
|
£275,000
|
|
Nadeem Raza
|
£100,000
|
|
Jon Edwards
|
£25,000
|
|
|
d)
|
Aggregated information:
- Aggregated volume
- Price
|
n/a
|
|
e)
|
Date of the transaction
|
2 April 2024
|
|
f)
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Place of the transaction
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Outside a trading venue
|