Remote Monitored Systems PLC Proposed Transfer of Gyrometric Systems Limited (2359B)
June 09 2021 - 2:01AM
UK Regulatory
TIDMRMS
RNS Number : 2359B
Remote Monitored Systems PLC
09 June 2021
9 June 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via Regulatory
Information Service ('RIS'), this inside is now considered to be in
the public domain.
Remote Monitored Systems plc
("RMS" or the "Company")
Proposed Transfer of Gyrometric Systems Limited
The Company announces that it and Braveheart Investment Group
plc ("Braveheart") have agreed to return control of Gyrometric
Systems Limited ("Gyrometric") to its founders; David Orton, Dr
Paul Orton and Dr Janet Poliakoff (the "Founders") by transferring
their shares to the Founders for nominal consideration
("Transfer").
Gyrometric has some world class technology and a number of
potential opportunities exist to exploit this intellectual
property. However, it would have required significant investment
over the next 12 months to take advantage of these opportunities.
As a consequence, the Boards of RMS and Braveheart have reluctantly
concluded that the best approach is to return Gyrometric to its
Founders.
Under the terms of the Transfer, the existing shareholders'
agreement will be terminated; all loans will be written off
(including those from RMS and Braveheart); and RMS and Braveheart
will each retain a small shareholding in Gyrometric (15% and 6.43%
respectively, reduced from 58% and 19.5% respectively). Following
the Transfer, the Founders will together hold 75.1% and Anthony
Ferguson, a non-executive director of Gyrometric, will retain
3.47%. The current value of RMS's investment in Gyrometric,
including the loans, is around GBP0.5 million which will now be
written off. RMS has also cleared the current liabilities of
Gyrometric, which are estimated at around GBP33,000, to allow the
Founders to take the company forward.
Gyrometric had revenues of c.GBP 83k and a loss of c.GBP105k in
the year ended 31 December 2020.
The Transfer is considered to be a related party transaction in
accordance with Rule 13 of the AIM Rules for Companies.
Accordingly, the Directors of RMS, being Antony Legge, Richard
Clarke, Dr. Felicity Sartain and Dr. Gareth Cave, having consulted
with the Company's nominated adviser, SP Angel Corporate Finance
LLP, consider that the terms of the Transfer are fair and
reasonable insofar as the Company's shareholders are concerned.
The Transfer is also deemed to be a fundamental change of
business under Rule 15 of the AIM Rules and, as such, is subject to
shareholder approval. RMS will be convening a general meeting for
early July, to be held immediately before the Company's Annual
General Meeting. A circular will be published in due course.
- ENDS -
ENQUIRIES :
Remote Monitored Systems plc via IFC Advisory
Antony Legge (Executive Chairman)
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
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Zach Cohen
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END
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