Issue of Convertible Loan Notes and Equity

RNS Number : 5713E

Remote Monitored Systems PLC

05 July 2019

 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

5 July 2019 

Remote Monitored Systems plc ("Remote Monitored Systems", the "Company" or the "Group")

Issue of Convertible Loan Notes and Equity

Remote Monitored Systems plc, the AIM quoted survey, inspection and monitoring company, is pleased to announce that it has issued unsecured convertible loan notes for a total of £100,000 (the "CLNs"). The CLNs have an annual coupon of 6%, expire on 4 July 2020 and are convertible into 22,222,222 ordinary shares of 0.2p each in the Company ("Shares") at a price of 0.45 pence per share being the closing bid price on the day immediately prior to the date of the CLNs being issued, being 3 July 2019. The funds raised as a result of the issue of the CLNs will be used to provide additional working capital for the Company ("the CLN Transaction").

The three Directors of the Company, Mr Trevor Brown, Dr Nigel Burton and Mr Paul Ryan* have subscribed for the CLNs as follows:

Director	£
Mr Trevor Brown (Executive Director)	33,333
Dr Nigel Burton (Non-Executive Chairman)	33,333
Mr Paul Ryan (Non-Executive Director)*	33,334
Total	100,000

* Mr Ryan's participation in the CLNs are through Warande1970 bvba, a company controlled by him.

In addition to the CLN Transaction, Mr Brown and Mr Ryan have agreed to convert all, or substantially all, outstanding compensation amounting to approximately £95,000, into a total of 21,101,715 ordinary shares of 0.2p each (the "Conversion Shares") at a price of 0.45 pence per share. Mr Brown has converted £24,000 of fees for 5,333,333 Shares and Mr Ryan has converted £70,958 of fees for 15,768,382 Shares (the "Conversion").

The CLN Transaction and Conversion are conditional on the approval of the Company's shareholders. Further details are set out below.

Following this Conversion, the directors will hold shares as follows:

Director	No. of Ordinary Shares held as at date of this announcement	Conversion Shares	No. of Ordinary Shares held immediately following Conversion	% interest in Ordinary shares immediately following Conversion
Mr Trevor Brown	88,241,757	5,333,333	93,575,090	23.0%
Dr. Nigel Burton	26,098,900	-	26,098,900	6.4%
Mr. Paul Ryan	16,963,388	15,768,382	32,731,770	8.0%

Trevor Brown, CEO of Remote Monitored Systems plc, commented "By participating equally in this modest fund raising, the Directors have shown their continuing confidence in the Company, secured its working capital needs for the current calendar year, and acted directly to avoid the need for a placing at a discount to the current relatively depressed share price, which we believe would not have been in shareholders' interests.

Both operating businesses, Geocurve and GyroMetric, continue to have bright prospects and we will update shareholders as events unfold."

 Related party transaction and shareholder vote

The participation of the directors of the Company in the CLN Transaction and the Conversion constitutes a related party transaction for the purposes of AIM Rule 13.  As there are no directors considered to be independent of either transaction, the Company's nominated adviser, SP Angel Corporate Finance LLP, considers that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned. The Company is also adding an additional resolution to be considered at the Company's forthcoming Annual General Meeting due to be held on 29 July 2019 to seek shareholder approval for the CLN Transaction and the Conversion. An amended notice of general meeting is expected to be sent to shareholders shortly.

Details of the Conversion Shares

Application will be made for the Conversion Shares, which will rank pari passu with the existing ordinary shares in the Company, to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and dealings will commence at 8:00 a.m. on or around 30 July 2019, subject to the passing of the relevant shareholder resolution. 

Total Voting Rights

Following the Conversion, the total issued share capital of the Company will consist of 407,415,559 ordinary shares of 0.2p each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 407,415,559.

The above figure of 407,415,559 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)                                                                     [phone]

Nigel Burton (Non-Executive Chairman)                                                         [phone]

SP Angel Corporate Finance LLP                                                                    [phone]

Stuart Gledhill

Jeff Keating

Caroline Rowe

Peterhouse Corporate Finance                                                                     [phone]

Lucy Williams

Fungai Ndoro

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr. Trevor Brown
2.	Reason for the notification
a)	Position/status:	Executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Remote Monitored Systems plc
b)	LEI:	213800VR2P5DDQHYZO48
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
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.2 pence each GB00BFX0ZN92
b)	Nature of the transaction:	a)   CLN Subscription b)   Issue of shares in lieu of fees
c)	Price(s) and volume(s):	a)   CLN Subscription Price(s) Volume(s) 0.45 p 7,407,333 b)   Issue of shares in lieu of fees Price(s) Volume(s) 0.45 p 5,333,333
d)	Aggregated information: Aggregated volume: Price:	See 4c) above
e)	Date of the transaction:	4 July 2019
f)	Place of the transaction:	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Dr. Nigel Burton
2.	Reason for the notification
a)	Position/status:	Non-Executive Chairman
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Remote Monitored Systems plc
b)	LEI:	213800VR2P5DDQHYZO48
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
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.2 pence each GB00BFX0ZN92
b)	Nature of the transaction:	CLN Subscription
c)	Price(s) and volume(s):	CLN Subscription Price(s) Volume(s) 0.45p 7,407,333
d)	Aggregated information: Aggregated volume: Price:	See 4c) above
e)	Date of the transaction:	4 July 2019
f)	Place of the transaction:	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr. Paul Ryan
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	Remote Monitored Systems plc
b)	LEI:	213800VR2P5DDQHYZO48
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
a)	Description of the financial instrument, type of instrument: Identification code:	Ordinary shares of 0.2 pence each GB00BFX0ZN92
b)	Nature of the transaction:	a)   CLN Subscription b)   Issue of shares in lieu of fees
c)	Price(s) and volume(s):	a)   CLN Subscription Price(s) Volume(s) 0.45 p 7,407,556 b)   Issue of shares in lieu of fees Price(s) Volume(s) 0.45 p 15,768,382
d)	Aggregated information: Aggregated volume: Price:	See 4c) above
e)	Date of the transaction:	4 July 2019
f)	Place of the transaction:	Outside a trading venue

 

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