Proposed Transfer of Gyrometric Systems Limited

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 £0.5 million which will now be written off.  RMS has also cleared the current liabilities of Gyrometric, which are estimated at around £33,000, to allow the Founders to take the company forward.

Gyrometric had revenues of c.£ 83k and a loss of c.£105k 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	[phone]
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Peterhouse Capital Limited	[phone]
Joint Broker
Lucy Williams
IFC Advisory Ltd	[phone]
Graham Herring
Zach Cohen

 

END

 

 

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