TIDMSTAR
RNS Number : 2467R
Starcom PLC
03 November 2021
3 November 2021
Starcom PLC
("Starcom" or the "Company")
Proposed Change of Name to t42 IoT Tracking Solutions plc, 1 for
8 Share Consolidation
and Notice of General Meeting
Starcom (AIM: STAR), which specialises in the development of
wireless, Internet-Of-Things (IoT) based solutions for the remote
tracking, monitoring and protection of a variety of assets,
announces that the Company is today posting a circular to
shareholders containing a notice convening a general meeting of the
Company to be held at 16a Hataas St, Kfar Saba, 4442516, Israel at
11.00 a.m. GMT on 19 November 2021.
The General Meeting is being convened to propose resolutions to
change the name of the Company and undertake a share consolidation.
Full details of these proposals are set out in the circular being
sent to shareholders in a letter from the Chairman, an extract of
which is set out below as well as a timetable of principal events.
The circular will be available later today on the Company's website
at www.starcomsystems.com
Defined terms used in this announcement are set out at the end
of this announcement.
Letter from the Chairman of Starcom
On 22 October 2021, it was announced that following a strategic
review of the business opportunities for the Company, it is
proposed to seek authority from Shareholders to change the name of
the Company. The new name chosen is t42 IoT Tracking Solutions plc
and Special Resolutions to implement this change are proposed to be
approved at a General Meeting to be held on 19 November 2021.
The change of name will coincide with a rebranding of the
Company's various products and technology and a relaunch of the
product range as part of a revised strategy that focuses on the
container and freight market. This strategy, and the rebranding
that it represents, is intended to leverage the market opportunity
that has been presented by the major problems currently being
suffered in the shipping and freight movement sector. We believe
that the substantial increases in freight costs and the disruption
to supply chains increase the need for our superior tracking and
monitoring technology as shippers seek real time information to
better control their assets in motion.
As reported, the Company is in advanced stage discussions for a
number of potentially substantial projects concerning the supply of
Starcom's various devices for the tracking and monitoring of
containers and related items. Should these be successfully
concluded they could provide significant revenues over the next few
years, including SaaS revenues. There can be no certainty that
these negotiations will lead to final contracts or if they do, what
the final terms and value will be. However, certain potential
clients have indicated their desire to reach an agreement with
Starcom for its technology and the Board is hopeful to conclude one
or more contracts before the end of this year. The recent raise of
new capital will help to meet short term cash needs and to increase
our marketing spend to take advantage of the new opportunities.
We do see major opportunities to expand our business over the
next year or two and intend to promote our new brand and
positioning aggressively on a worldwide basis.
Proposed Share Consolidation
As part of our corporate strategy, we also wish to restructure
the share capital by carrying out an 8 for 1 share consolidation.
The Board believes that the Share Consolidation could:
-- improve the liquidity of the Company's shares and increase trading volumes;
-- improve investor perception of the Company; and
-- improve marketability of the Company's shares.
The Share Consolidation will involve the consolidation of every
8 Existing Ordinary Shares into one New Ordinary Share. For
example, for every 800 Existing Ordinary Shares currently held, you
will, if the Resolutions related to the Share Consolidation are
passed, in future own 100 New Ordinary Shares, or more or less
depending on your holding.
The rights attaching to the New Ordinary Shares will be the same
as the rights attaching to the Existing Ordinary Shares and the New
Ordinary Shares will be admitted to trading on AIM in place of the
Existing Ordinary Shares.
Immediately following the Share Consolidation, Shareholders will
own the same proportion of ordinary shares in the capital of the
Company as they did prior to the Share Consolidation (subject to
fractional entitlements - see below) but will hold fewer New
Ordinary Shares than the number of Existing Ordinary Shares
currently held.
Fractions
No Shareholder will be entitled to a fraction of a New Ordinary
Share and where, as a result of the Share Consolidation, any
Shareholder would otherwise be entitled to a fraction of a New
Ordinary Share in respect of their holding of Existing Ordinary
Shares at the Record Date (a "Fractional Shareholder"), such
fractions will be aggregated with the fractions of New Ordinary
Shares to which other Fractional Shareholders may be entitled so as
to form full New Ordinary Shares and then sold in the market. The
costs, including the associated professional fees and expenses,
that would be incurred in distributing such proceeds are likely to
exceed the total net proceeds distributable to such Fractional
Shareholders. The Board is therefore of the view that, as a result
of the disproportionate costs in such circumstances, it would not
be in the Company's best interests to distribute such proceeds of
sale and the proceeds will instead be retained for the benefit of
the Company.
The provisions set out above mean that any such Fractional
Shareholders will not have a resultant proportionate shareholding
of New Ordinary Shares exactly equal to their proportionate holding
of Existing Ordinary Shares. Shareholders with only a fractional
entitlement to a New Ordinary Share (i.e. those Shareholders
holding a total of fewer than 8 Existing Ordinary Shares at the
Record Date) will cease to be a shareholder of the Company.
Accordingly, Shareholders currently holding fewer than 8
Existing Ordinary Shares who wish to remain a shareholder following
the Share Consolidation would need to increase their shareholding
to at least 8 Existing Ordinary Shares prior to the Record Date.
Shareholders in this position are encouraged to obtain independent
financial advice as appropriate before taking any action.
Shareholders with holdings of Existing Ordinary Shares in both
certificated and uncertificated form will be treated as having
separate holdings for the purpose of calculating their entitlement
to New Ordinary Shares.
Effect of the Share Consolidation on Options and Warrants
The entitlements to ordinary shares in the capital of the
Company of holders of securities or instruments convertible into
ordinary shares (such as share options under the Company's share
option schemes and warrants to subscribe for new Ordinary Shares)
will be adjusted to reflect the Shares Consolidation. The Company
will issue new documents to holders of such instruments in due
course. All share options and warrants will remain subject to
relevant vesting conditions. At the date of this document options
over 52,645,108 Existing Ordinary Shares, including options granted
to directors to reduce fees and salaries due to them for the period
1 June 2021 to 30 May 2022, and warrants over 4,000,000 Existing
Ordinary Shares are outstanding.
Accordingly, following the implementation of the Share
Consolidation the number of shares under option and warrants will
be divided by a factor of 8, and the exercise price of such will be
multiplied by a factor of 8. Should any option or warrant be
exercised and result in a fractional share entitlement, the
exercise price associated with such fraction will be returned to
the holder. Notwithstanding the foregoing, to the extent
practicable, at the discretion of the Board and in accordance with
the Articles, fractions arising from multiple option or warrant
exercises will be consolidated and the resultant shares sold for
the best price reasonably obtainable to any person and the net
proceeds of sale distributed to the relevant option and warrant
holders in due proportion.
ISIN and SEDOL codes
Following the Share Consolidation, the ISIN code for the New
Ordinary Shares will change to JE00BKVDPL34 and the SEDOL code for
the New Ordinary Shares will change to BKVDPL3.
Issued Share Capital
Immediately following the Share Consolidation, the issued share
capital of the Company is expected to be 52,526,822 New Ordinary
Shares.
Admission and Dealings
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. If approved at the General Meeting, the
Share Consolidation will be effected after 5.00 p.m. on 19 November
2021, and the New Ordinary Shares are expected to be admitted to
trading on AIM on 22 November 2021.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form in the UK are expected to have their CREST
accounts credited with the New Ordinary Shares on 22 November
2021.
Share Certificates
If you hold a share certificate in respect of your Existing
Ordinary Shares, your certificate will no longer be valid from the
time the proposed Share Consolidation becomes effective and will be
cancelled. If you hold more than 8 Existing Ordinary Shares on the
Record Date you will be sent a new share certificate evidencing the
New Ordinary Shares to which you are entitled following the Share
Consolidation. Such certificates are expected to be despatched by
no later than 6 December 2021. Upon receipt of the new certificate,
shareholders should destroy any old certificates. Pending the
despatch of the new certificates, transfers of certificated New
Ordinary Shares will be certified against the Company's share
register.
Uncertificated Shares
If you hold your Existing Ordinary Shares in uncertificated
form, you should expect to have your CREST account credited with
the New Ordinary Shares to which you are entitled on implementation
of the Share Consolidation on 22 November 2021 or as soon as
practicable after the Share Consolidation becomes effective.
Recommendation
The Board considers that the change of company name and the
Share Consolidation is in the best interests of the Company and the
Shareholders. Accordingly, the Directors unanimously recommend that
you vote in favour of the Resolutions to be proposed at the General
Meeting, as they have undertaken to do in respect of their own
beneficial shareholdings.
Expected Timetable of Principal Events
Circular and notice of General Meeting 3 November 2021
posted to shareholders
Latest time and date for receipt of Forms 11.00 a.m. on 18 November
of Proxy 2021
General Meeting 11.00 a.m. on 19 November
2021
Record Date for the Share Consolidation 5.00 p.m. on 19 November
2021
Existing Ordinary Shares disabled in CREST 5.00 p.m. on 19 November
and share register closed 2021
Admission effective and dealings commence 8.00 a.m. on 22 November
on AIM in New Ordinary Shares 2021
CREST accounts credited with New Ordinary 22 November 2021
Shares
Certificates in respect of New Ordinary by 6 December 2021
Shares dispatched
ISIN of Existing Ordinary Shares JE00B8WSDY21
ISIN of New Ordinary Shares JE00BKVDPL34
Times stated above refer to UK time.
Definitions
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Directors" or "the Board" the directors of the Company
"Existing Ordinary Shares" the 420,214,576 existing ordinary shares
of no par value in the Company in issue
at the date of this announcement
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 19 November 2021
"New Ordinary Shares" the 52,526,822 new ordinary shares of
no par value each in the capital of the
Company arising from the Share Consolidation
"Record Date" 5.00 p.m. on 19 November 2021
"Resolutions" the resolutions set out in the notice
of the General Meeting
"Share Consolidation" the proposed consolidation of every 8
Existing Ordinary Shares into 1 New Ordinary
Share
"Shareholders" holders of Existing Ordinary Shares
Contacts:
Starcom 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
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END
NOGBJBJTMTJMBFB
(END) Dow Jones Newswires
November 03, 2021 09:40 ET (13:40 GMT)
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