Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the
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
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
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
Issue of Convertible Loan Notes
Trakm8 is also pleased to announce a fundraise via the issue of
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
Certain directors of the Company will also be subscribing for the 2024 Loan Notes in the following amounts: John Watkins
Variation to 2022 convertible loan notes
On 13 September 2022, the Group issued
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
- Ends -
For further information:
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Trakm8 Holdings plc |
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John Watkins, Executive Chairman |
Tel: +44 (0) 1675 434 200 |
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Jon Edwards, Chief Financial Officer |
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Allenby Capital Limited (Nominated Adviser & Broker) |
Tel: +44 (0)20 3328 5656 |
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David Hart / Vivek Bhardwaj, Corporate Finance |
www.allenbycapital.com |
About Trakm8
Trakm8 is a
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
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
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1. |
Details of the person discharging managerial responsibilities / person closely associated |
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Name |
John Watkins Nadeem Raza Jon Edwards
All Directors of the Company |
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Reason for the Notification |
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a) |
Position/status |
PDMRs |
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b) |
Initial notification/Amendment |
Initial Notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Trakm8 Holdings plc |
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b) |
LEI |
213800I7RQRIKCSHY846 |
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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 |
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a) |
Description of the Financial instrument, type of instrument |
Ordinary shares of 1p each in the Company ("Ordinary Shares") |
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Identification code |
ISIN: GB00B0P1RP10 |
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Nature of the transaction |
Participation in the subscription of the 2024 Loan Notes |
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b) |
Price(s) and volume(s) |
Price: base conversion price of 8.1p per Ordinary Share
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d) |
Aggregated information: - Aggregated volume - Price |
n/a |
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e) |
Date of the transaction |
2 April 2024 |
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f) |
Place of the transaction |
Outside a trading venue |
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