4 November 2020
Remote Monitored Systems plc ("Remote Monitored Systems", or the "Company")
GM Results and Total Voting Rights
The Company's General Meeting ("GM") was held today at 10.30am. All resolutions were passed and the proxy votes were as follows.
Resolution |
For |
Against |
Discretion to Chairman |
Withheld |
Total |
1 |
193,464,512 |
831,097 |
Nil |
75,022 |
194,370,631 |
2 |
193,464,512 |
831,097 |
Nil |
75,022 |
194,370,631 |
3 |
193,464,512 |
831,097 |
Nil |
75,022 |
194,370,631 |
Acquisition of Pharm2Farm
Shareholders have now approved the Company's acquisition of Pharm2Farm Limited ("P2F"), and accordingly, the acquisition will be completed on 5 November 2020.
As announced on 19 October 2020, 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 RMS shares of 0.01 pence each ("Consideration Shares") respectively, equating to an aggregate consideration of approximately £2.3m based on RMS's closing share price of 0.375 pence 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 in the Company, representing 34.08 per cent. of the enlarged issued share capital of the Company. Dr. Gareth Cave will hold 289,645,185 ordinary shares in the Company, representing 19.35 per cent. of the enlarged issued share capital of the Company.
Total Voting Rights
Application has been made for the 600,000,000 Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence at 8.00a.m. on 5 November 2020.
Following Admission, the Company will have 1,496,627,261 ordinary shares of 0.01p each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 1,496,627,261. The above figure of 1,496,627,261 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
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