TIDMRMS TIDMBRH
RNS Number : 5021C
Remote Monitored Systems PLC
19 October 2020
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
19 October 2020
Remote Monitored Systems plc
("Remote Monitored Systems", "RMS", the "Company" or the
"Group")
Update on Acquisition of Pharm 2 Farm
Publication of Circular and Notice of General Meeting
On 21 August 2020, the Company announced that it had signed a
binding Share Purchase Agreement for the acquisition of 100% of the
share capital of Pharm2Farm Limited ("P2F") (the "Acquisition").
Completion of the Acquisition is subject to regulatory and RMS
shareholder approval. The Acquisition will be satisfied by the
issue of 600,000,000 new ordinary shares of 0.01 pence each in the
capital of the Company ("Consideration Shares"), equating to
approximately GBP2,370,000 based on RMS's closing share price on 20
August 2020.
RMS is pleased to announce a shareholder circular (the
"Circular") will be published today that contains information on
the background to, and reasons for, the Acquisition and includes a
notice convening a general meeting of the Company (the "General
Meeting"). The General Meeting will be held at 10:30 a.m. on 4
November 2020 at GyroMetric Systems Limited, Unit 23, The Heathcoat
Building, Nottingham Science and Technology Park, University
Boulevard, Nottingham, NG7 2QJ. The Circular is expected to be
posted to RMS Shareholders shortly.
Given the evolving situation regarding Covid-19 and the changing
restrictions on social contact, public gatherings and non-essential
travel, RMS Shareholders will not be permitted to attend the
General Meeting in person, save for those RMS Shareholders
permitted by the chairman of the meeting to attend to establish a
quorum. Instead, shareholders should appoint the chairman of the
meeting, rather than a third party, as their proxy by the relevant
time. A copy of the Circular will be available for inspection on
the Company's website at https://www.remotemonitoredsystems.com
.
The Acquisition of P2F is expected to be completed on 5 November
2020, subject to satisfaction or (where applicable) waiver of the
conditions, the outstanding condition being the passing of the
resolutions at the General Meeting.
Unless otherwise indicated, all defined terms in this
announcement shall have the same meaning as described in the
Circular.
ENQUIRIES:
Remote Monitored Systems plc
Trevor Brown (Executive Director) +41 7941 55384
Paul Ryan (Non-Executive Chairman) +32 475 754 148
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and joint broker
Stuart Gledhill
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
Joint broker
Lucy Williams
Duncan Vasey
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's
current expectations and may be subject to change. References to
times in the Circular are to London times, unless otherwise
stated.
Announcement of the Acquisition 21 August 2020
Publication of the Circular, and the Form of 19 October 2020
Proxy
Latest time and date for receipt of Forms of 10:30 a.m. 2 November
Proxy and CREST Proxy Instructions 2020
General Meeting 10.30 a.m. 4 November
2020
Admission of Consideration Shares to trading 8.00 a.m. on 5 November
and commencement of dealings in the Consideration 2020
Shares on AIM
Notes:
(1) The times and dates set out in the expected timetable of principal
events above and mentioned throughout the Circular may be adjusted
by the Company, in which event details of the new times and dates
will be notified to the London Stock Exchange and, where appropriate,
Shareholders by means of an announcement through a Regulatory Information
Service.
(2) All references to times and dates in the Circular are to times
and dates in London, United Kingdom.
(3) Admission of the Consideration Shares on AIM is conditional
on, inter alia, the passing of the Resolutions at the General Meeting.
Proposed issue of 600,000,000 Consideration Shares in connection
with the proposed acquisition of the entire issued share capital of
Pharm2Farm Limited
Approval of waiver of obligations under Rule 9 of the Takeover
Code
and Notice of General Meeting
1. Introduction
As announced on 21 August 2020, the Company has conditionally
agreed to acquire a 100 per cent. interest in Pharm2Farm Limited ("
P2F " or " Pharm2Farm "), a business utilising a patented process
for producing and functionalising nanoparticles for various
applications including human, animal and crop health (the "
Acquisition ").
The total consideration for the Acquisition is to be satisfied
by the issue of the Consideration Shares to the Vendors.
The Acquisition provides the opportunity to acquire and unite
the two shareholdings of P2F, a business operating in two vital
sectors and on the brink of near term growth, which the Directors
believe will lead to significant enhancement of shareholder value
for RMS Shareholders.
The vendors of P2F are Braveheart Investment Group plc (51.72%)
("Braveheart") and Dr. Gareth Cave, the founder of P2F (48.28%) who
will receive 310,354,815 and 289,645,185 Consideration Shares
respectively (the "Vendors"), equating to approximately
GBP2,370,000 based on RMS's closing share price on 20 August 2020,
being the last practicable day prior to the Announcement of the
Acquisition Agreement. On Completion of the Acquisition, Braveheart
will hold 509,992,405 Ordinary Shares, representing 37.12 per cent.
of the Enlarged Issued Share Capital of the Company. Dr. Gareth
Cave will own 21.08per cent. of the Enlarged Issued Share Capital
of the Company.
Braveheart currently holds 10 million warrants in RMS which are
exercisable immediately. Assuming these and no other RMS options or
warrants are exercised in full, the maximum shareholding of
Braveheart will be 519,992,405 Ordinary Shares, representing 37.57
per cent. of the Potential Enlarged Issued Share Capital and total
voting rights of the Company. Dr. Cave will be interested in
289,645,185 Ordinary Shares, which will represent 20.93 per cent.
of the Potential Enlarged Issued Share Capital and total voting
rights of the Company. Mr. Trevor Brown does not own any Ordinary
Shares in the Company. Therefore in total the Concert Party's
maximum potential holding will be 809,637,590 Ordinary Shares,
which will represent 58.50 per cent. of the Potential Enlarged
Issued Share Capital and total voting rights of the Company.
The issue of the Consideration Shares and exercise of the
Braveheart Warrants gives rise to certain considerations under the
Takeover Code. Brief details of the Panel, the Takeover Code and
the protections they afford are set out in paragraph 6 of this Part
I below.
Since the Acquisition will, upon Completion, result in the
Concert Party owning more than 50 per cent. of the total voting
rights of RMS, Completion is conditional on the Panel waiving the
obligation of the Concert Party to make a general offer to
Shareholders under Rule 9 of the Takeover Code.
The Panel has agreed to a waiver of the obligations under Rule 9
of the Takeover Code (commonly referred to as a "Whitewash"),
subject to the Whitewash Resolution being approved on a poll at the
General Meeting by Independent Shareholders (being Shareholders
other than members of the Concert Party).
The Acquisition is conditional on the Whitewash Resolution being
passed by the relevant majority of Independent Shareholders. As a
Vendor and member of the Concert Party, Braveheart is not an
Independent Shareholder and therefore will not be allowed to vote
on the Whitewash Resolution.
The purpose of the Circular is to give you details of, and the
reasons for, the Acquisition, to explain why the Board considers
the Acquisition to be in the best interests of the Company and its
Shareholders as a whole and why the Independent Directors recommend
that you vote in favour of the Resolutions to be proposed at the
General Meeting, notice of which is set out at the end of the
Circular.
2. Information on RMS
RMS is focused on the continued development of the Company's two
operating businesses being GyroMetric Systems Limited, which
develops and manufactures digital monitoring and safeguarding
systems for rotating shafts and where the Company holds a majority
interest and the Company's wholly owned Cloudveil Limited
subsidiary, which provides intelligence services, security risk
management and bespoke management information systems.
In addition, the Company is implementing an enhanced growth
strategy via the appraisal of complementary acquisition or
investment opportunities in line with the Company's stated
objective to achieve improved financial performance in the near
term. The Acquisition represents a furtherance of this enhanced
growth strategy.
3. Background to, reasons for and details of the Acquisition
Pharm2Farm uses a patented process for producing and
functionalising nanoparticles for various applications including
human, animal and crop health. Unlike competing nanotechnology
production processes, such as hydrothermal synthesis, Pharm2Farm's
process has the advantages of being highly efficient, using a small
physical lab/factory footprint and is extremely scalable.
Since Braveheart Investment Group acquired an interest in
Pharm2Farm in July 2019, the team has moved into a new facility in
MediCity Nottingham and more than doubled nanoparticle production
capacity. Pharm2Farm's strategy is focused on two markets:
-- Crop nutrition : Pharm2Farm has already received orders from
key distributors in the UK and South Korea for its unique crop
nutrition products. Pharm2Farm is specifically targeting the
growing global hydroponics market where its water-soluble nutrients
with high bioavailability have a clear competitive advantage. A
number of trials are underway to explore further applications of
Pharm2Farm formulations.
-- Anti-viral Face Mask : Pharm2Farm is developing a
nanotechnology enabled anti-viral face mask. Proof of concept and
the design of a prototype is currently underway and expected to be
completed by the end of the year. Once proven, Pharm2Farm will
commence the commercial manufacture of masks in the UK.
In addition Pharm2Farm's modular platform technology and flat
organisational structure provides the agility and flexibility to
respond to the specific needs of each market segment. Hence,
Pharm2Farm is able to capture very high value - low volume markets
such as in electronics. Pharm2farm's main competitor (Promethean)
which has a large 1,000MT inefficient reactor requires large
minimum order sizes to be profitable. Looking at the face mask
market alone: global face mask market was valued at $1.52 billion
in 2019 and is expected to grow by 4.4% CAGR reaching $2.45 billion
in 2027. Pharm2Farm's Innovate UK project is expected to produce a
higher value anti- viral face mask prototype by December 2020.
P2F had unaudited revenues of GBP11,979 and profit of GBP4,292
for the seven month period ending 31 March 2020.
The directors of Braveheart believe that by combining the two
shareholdings of P2F in RMS, and thereafter retaining a significant
interest in RMS, the business prospects for P2F can be more rapidly
exploited and resourced, thus enabling Braveheart to continue
having an economic interest in P2F without the continuing
requirement to fund P2F. The directors of Braveheart intend to
retain the Consideration Shares for the foreseeable future.
The directors of RMS believe that the Acquisition is in the
interest of RMS shareholders, the proposed price to be paid and its
settlement in new equity of the Company is fair and reasonable,
based upon the Company's assessment of the significant potential of
the Pharm2Farm business and the potential upside for shareholders
if P2F can successfully execute its plans.
The directors of RMS also believe that the terms of Braveheart's
participation in the transaction are fair and reasonable insofar as
the Company's shareholders are concerned. The consideration is
being paid in equity at mid-market price which is exceptional in
any market, let alone in the current pandemic, which is
unequivocally positive news for all RMS shareholders. The
acquisition is in the Company's long term commercial benefit and
commercial interests and for the benefit of its members as a
whole.
The Independent Directors do not expect the proposed Acquisition
to impact employment in RMS or the Enlarged Group and does not
consider that the Concert Party's strategic plans for the Company
will impact upon employment and the locations of the offeree
Company's places of business. The Independent Directors' note the
Relationship Agreement entered into by the Concert Party, the
Company and SP Angel further details of which are set out
below.
Further information on the terms of the Acquisition is set out
in paragraph 5 of Part III of the Circular.
4. Relationship Agreement
The Company, the Concert Party and SP Angel, being the Company's
nominated adviser pursuant to the AIM Rules, have agreed to enter
into a relationship agreement subject to and with effect from
Completion.
The Relationship Agreement will terminate automatically upon the
earlier of:
(i) an agreement between its parties to that effect; or
(ii) the Ordinary Shares ceasing to be admitted to trading on
AIM.
Pursuant to the Relationship Agreement, the Concert Party
undertakes to the Company and SP Angel (for so long as the Concert
Party (together with their associates) are interested in voting
rights in the Company comprising 15 per cent. or more of the
aggregate voting rights of all issued Ordinary Shares), inter alia,
that, so far as they are able to do so, they shall (and will
procure that each of their associates shall) exercise (or procure
the exercise of) their voting rights in the Company (subject always
to applicable law) so that:
(i) the Group is capable at all times of, and is not precluded
or inhibited at any time from, carrying on business independently
of the Concert Party and their associates;
(ii) the Company shall be managed in accordance with the
principles of the QCA Code as far as they are deemed by the Board
to be appropriate for a company of its size;
(iii) no variations are to be made to the Articles which shall
fetter the Company's ability to carry out its business
independently;
(iv) all transactions between the Concert Party (and their
associates) and the Group are conducted on an arm's length and
normal commercial basis;
(v) neither the Concert Party nor their associates will seek to
de-list the Ordinary Shares from trading on AIM without the
approval of the Independent Directors (save in connection with a
general offer made to the Company's Shareholders to acquire the
entire issued share capital of the Company);
(vi) any actual or potential conflict of interest of the Concert
Party is declared to the Independent Directors; and
(vii) the Board consists of a majority of Directors who are not
connected to the Concert Party.
For further details of the terms of the Relationship Agreement,
please refer to paragraph 5 of Part III of the Circular.
5. Related Party Transactions
Braveheart, as a substantial Shareholder of the Company, is
considered to be a "related party" as defined under the AIM Rules
and accordingly, the proposed purchase of Braveheart's shareholding
in P2F as part of the Acquisition, constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.
The Directors independent of the Acquisition, being Paul Ryan
(Non -- Executive Chairman) and John Richardson (Chief Operating
Officer) consider, having consulted with the Company's nominated
adviser, that the terms of the Acquisition are fair and reasonable
insofar as the Company's Shareholders are concerned.
6. Takeover Code
The Acquisition and exercise of the Braveheart Warrants gives
rise to certain considerations under the Takeover Code and
Shareholders are entitled to the protections afforded under the
Takeover Code. The Takeover Code is issued and administered by the
Panel. The Takeover Code applies to, inter alia, a company which
has its registered office in the United Kingdom and whose shares
are admitted to trading on AIM.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a series of transactions over a period of time or not,
an interest in shares which (taken together with shares in which
persons acting in concert with him are interested) carry 30 per
cent. or more of the voting rights of a company which is subject to
the Takeover Code, that person is normally required to make a
general offer to all the holders of any class of equity share
capital and to the holders of any other class of transferable
securities carrying voting rights in that company to acquire the
balance of their interests in the company.
Rule 9 of the Takeover Code also provides, amongst other things,
that where any person who, together with persons acting in concert
with him, is interested in shares which in aggregate carry not less
than 30 per cent. but does not hold shares carrying more than 50
per cent. of the voting rights of a company which is subject to the
Takeover Code, and such person, or any person acting in concert
with him, acquires an additional interest in shares which increases
the percentage of shares carrying voting rights in which he is
interested, then that person is normally required to make a general
offer to all the holders of any class of equity share capital and
to the holders of any other class of transferable securities
carrying voting rights in that company to acquire the balance of
their interests in the company.
An offer under Rule 9 of the Takeover Code must be in cash (or
be accompanied by a cash alternative) at not less than the highest
price paid by the person required to make the offer or any person
acting in concert with him for any interest in shares in the
company during the 12 month period prior to the announcement of the
offer.
For the purposes of the Takeover Code, persons acting in concert
comprise persons who, pursuant to an agreement or understanding
(whether formal or informal), cooperate to obtain or consolidate
control of a company or to frustrate the successful outcome of an
offer for a company. A person and each of its affiliated persons
will be presumed to be acting in concert with each other. Certain
categories of person are presumed to be acting in concert under the
Takeover Code unless the contrary is established. The members of
the Concert Party are presumed to be acting in concert for the
purposes of the City Code.
Immediately following Admission and assuming exercise of the
Braveheart Warrants in full, the Vendors will own 809,637,590
Ordinary Shares carrying in aggregate approximately 58.50 per cent.
of the enlarged voting rights of the Company which, without a
waiver of the obligations under Rule 9 of the Takeover Code, would
oblige the Vendors (and any party deemed to be acting in concert
with them) to make a general offer to the Shareholders under Rule 9
of the Takeover Code.
A table which sets out the current interests of the members of
the Concert Party and their maximum potential interests in the
Company following Completion of the Acquisition and exercise in
full of the Braveheart Warrants in the Ordinary Share capital and
voting rights of the Company is set out in paragraph 2 of Part II
of the Circular.
7. Waiver of obligations under Rule 9 of the Takeover Code
As a consequence of the issue of the Consideration Shares and
the exercise of the Braveheart Warrants, the members of the Concert
Party would normally be required to make a general offer to
Shareholders pursuant to Rule 9 of the Takeover Code.
In accordance with Note 1 on the Notes on the Dispensations from
Rule 9, the Panel has been consulted and has agreed, subject to the
Whitewash Resolution being passed by the Independent Shareholders
(on a poll) at the General Meeting, to waive the requirement that
would otherwise arise under Rule 9 of the Takeover Code as a result
of the issue of the Consideration Shares to the Vendors and the
exercise of the Braveheart Warrants. The Whitewash Resolution will
be passed if approved by a simple majority of votes cast by
Independent Shareholders on a poll. The members of the Concert
Party have undertaken to the Company not to vote on the Whitewash
Resolution.
Shareholders should note that the members of the Concert Party
currently hold less than 30 per cent. of the voting rights of the
Company. Once the Consideration Shares are issued and the
Braveheart Warrants are exercised, the Concert Party will hold over
50 per cent. of the total voting rights of the Company. In those
circumstances, the Concert Party would be permitted (for so long as
its members continue to be treated as acting in concert) to make
purchases of Ordinary Shares without incurring an obligation under
Rule 9 to make a general offer to all holders of Ordinary Shares,
although each separate member of the Concert Party will not be able
to increase their percentage interest to over 30 per cent. of the
Ordinary Shares or, if already holding more than 30 per cent. of
the Ordinary Shares, at all without Panel consent.
Following the issue of Consideration Shares and exercise of the
Braveheart Warrants, Braveheart will own more than 30 per cent. of
the Ordinary Shares and therefore will not be able to increase its
percentage interest in Ordinary Shares without Panel consent.
In the event that the Whitewash Resolution is approved, the
Concert Party will not be restricted from making an offer for the
Company.
Further background information in relation to the Concert Party
and the Waiver is set out in Part II of the Circular.
8. Independent advice provided to the Board
The Takeover Code requires the Board to obtain competent
independent advice regarding the merits of the transaction which is
the subject of the Whitewash Resolution, the controlling position
which it will create, and the effect it will have on Shareholders
generally.
Accordingly, SP Angel, as the Company's financial adviser, has
provided formal advice to the Independent Directors regarding the
Acquisition.
9. Application for Admission
Application will be made to the London Stock Exchange for the
Consideration Shares to be admitted to trading on AIM conditional
on the Resolutions being passed at the General Meeting. The
Consideration Shares are expected to
be admitted to AIM and commence trading at 8:00 a.m. on 5 November 2020.
The Consideration Shares will rank pari passu in all respects
with the Existing Ordinary Shares including the right to receive
all dividends and other distributions declared, paid or made after
the date of issue.
10. General Meeting
You will find a Notice convening the General Meeting of the
Company at the end of the Circular. The General Meeting will be
held at the offices of the offices of GyroMetric Systems Limited at
Unit 23, The Heathcoat Building, Nottingham Science and Technology
Park, University Boulevard, Nottingham, NG7 2QJ at 10.30 a.m. on 4
November 2020 to consider and, if thought appropriate, pass the
Resolutions summarised below.
Shareholders should be aware that, if any of the Resolutions are
not approved by Shareholders at the General Meeting, the
Acquisition will not complete and the Company will therefore be
required to abandon plans to acquire P2F or otherwise seek to amend
the terms of the Acquisition.
Resolution 1 - Approval of the Waiver
Resolution 1, which will be proposed as an ordinary resolution,
is to approve the Panel's waiver of Rule 9 of the Takeover Code.
This resolution will be taken on a poll of the Independent
Shareholders only and, in order to be passed, requires a simple
majority of the issued Ordinary Shares held by the Independent
Shareholders present (whether in person or by proxy) at the General
Meeting.
Resolution 2 - Authority to allot
Resolution 2, which will be proposed as an ordinary resolution
and is conditional upon the passing of Resolution 1, will, if
passed, grant authority to the Directors under section 511 of the
Companies Act, to allot Ordinary Shares up to a maximum aggregate
nominal amount of GBP130,000 (being 95 per cent. of the aggregate
nominal value of the Enlarged Issued Share Capital) and being the
maximum required for the purposes of issuing the Consideration
Shares. This authority will expire at the end of the next annual
general meeting of the Company following the passing of the
Resolutions or, if earlier, 15 months after the date of the
Resolutions.
Resolution 3 - Dis-application of pre-emption rights
Resolution 3, which will be proposed as a special resolution and
is conditional upon the passing of Resolutions 1 and 2, will, if
passed, empower the Directors, pursuant to section 570 of the
Companies Act, to dis-apply the statutory pre-emption rights in
relation to the allotment of the Consideration Shares provided for
in Resolution 2, such power expiring at the end of the next annual
general meeting of the Company following the passing of the
Resolutions or, if earlier, 15 months after the date of the
Resolutions.
11. Action to be taken by Shareholders
General Meeting
A Form of Proxy for use in connection with the General Meeting
is enclosed with the Circular. Given the current Covid-19 pandemic,
the Company and the Board remind all Shareholders of the British
Government's current restrictions on gatherings of persons from
different households and the rules regarding social distancing.
Unless and until the current restrictions are relaxed or lifted,
the Directors are asking all Shareholders not to attend the General
Meeting. Shareholders who intend to attend the General Meeting in
person in breach of any stay at home measures, which are in place
on the date of the General Meeting, will not be admitted. Instead,
you are asked to vote by way of proxy in advance of the General
Meeting and we encourage you to appoint the chairman of the General
Meeting as your proxy with your voting instructions. You are
requested to complete, sign and return a Form of Proxy in
accordance with the instructions printed thereon so as to be
received by the Registrar, Share Registrars Limited, no later than
10:30 a.m. on 2 November 2020.
You can also submit questions to the Company in advance of the
General Meeting by email to info@remotemonitoredsystems.com . If
the restrictions on gatherings and social distancing are relaxed or
lifted by the British Government prior to the date of the General
Meeting, the Company will notify Shareholders of any resulting
change(s) which may affect the ability of Shareholders to attend
the General Meeting on its website at
www.remotemonitoredsystems.com
12. Additional Information
Your attention is drawn to the additional information set out in
Part III of the Circular.
13. Irrevocable Undertakings
Mr. Paul Ryan has given an irrevocable undertaking to the
Company to vote in favour of all the Resolutions in respect of his
own beneficial holding of 54,794,270 Ordinary Shares, representing
7.08 per cent. of the Existing Issued Share Capital.
Irrevocable undertakings have also been received from the
following individuals to vote in favour of all the Resolutions:
Individual Beneficial shareholding % Existing Issued
Share Capital
Nigel Burton 26,098,901 3.37
------------------------ ------------------
Steve Jones 74,000,000 9.56
------------------------ ------------------
Iain McLure 7,142,857 0.92
------------------------ ------------------
The Company has received irrevocable undertakings to vote in
favour of all Resolutions to be proposed at the General Meeting,
other than the Whitewash Resolution, representing a total of
361,673,618 Ordinary Shares, or 46.73 per cent. of the Existing
Issued Share Capital. In respect of the Whitewash Resolution, on
which only the Independent Shareholders are entitled to vote, the
Company has received irrevocable undertakings representing a total
of 162,036,028 Ordinary Shares, or 20.93 per cent. of the Existing
Issued Share Capital entitled to vote on that Resolution.
In total, therefore, the Company has received irrevocable
undertakings to vote in favour of the Resolutions to be proposed at
the General Meeting in respect of, in the case of all Resolutions
other than the Whitewash Resolution, 361,673,618 Ordinary Shares,
representing, in aggregate, approximately 46.73 per cent. of the
Existing Issued Share Capital and, in respect of the Whitewash
Resolution, 162,036,028 Ordinary Shares, representing 20.93 per
cent. of the Existing Issued Share Capital entitled to vote on that
Resolution.
14. Directors' Recommendation
The Board considers the Acquisition to be in the best interests
of the Company and its Shareholders as a whole.
Mr. Trevor Brown is not considered independent in respect of the
Waiver by virtue of his role as CEO of Braveheart and so does not
feel it appropriate to make any recommendation in respect of the
Whitewash Resolution. The Independent Directors, having been so
advised by SP Angel, consider that the terms of the Acquisition and
the Waiver are fair and reasonable in so far as the Independent
Shareholders and the Company are concerned. In providing advice to
the Independent Directors, SP Angel has taken into account the
Independent Directors' commercial assessments. Accordingly, the
Independent Directors recommend that Shareholders vote in favour of
the Resolutions. Mr. Paul Ryan has given an irrevocable undertaking
to the Company to vote in favour of all the Resolutions in respect
of his own beneficial holding of 54,794,270 Ordinary Shares,
representing 7.08 per cent. of the Existing Issued Share
Capital.
Yours faithfully,
P Ryan
Chairman
Remote Monitored Systems plc
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