RE: Mutiny - Dr Cave's broker needs information from us21 Dec 2020 14:53
21 DECEMBER 2020Dr Gareth CaveRemote Monitored Systems PLC (“RMS” or the “Company”)18% shareholderwillvote against the issue of warrants to participants in the recently announced placingto limit dilution ofminority shareholdersandProposesboard changes to improve corporate governanceOn 18 December 2020,RMS announced a placing of 400millionnew sharesat 1.25p per share (the “Placing”)and the proposed issue of 400 millionwarrantsat 2p per share, the latter being subject to shareholder approval.The Board of RMS entered into the Placing without consulting Dr Cave, the largest shareholder, or informing him until after the event.Dr Gareth Caveis a founder and a director of RMS’ principalsubsidiary Pharm2Farm Ltd (“P2F”)andwill vote against the issue of the warrants.Dr Cave owns 289,645,185ordinary shares in RMS, representing approximately 18.3% of shares in issue prior to the Placing.Dr Cave intends to lodge a requisition with RMS to convene a general meeting to consider board changes to improve corporate governance. His adviser,Egremont Capital Limited (“Egremont”),has written to the Board of RMS on behalf of Dr Cave indicating that he and Mr Alex Vergopoulos -who was appointed a Director of P2F on 6 December 2020 and whose involvement Dr Cave considers will be central to enabling P2F to deliver on its commercial business plan -are considering their positions in relation to P2F in the absence of substantial board changes.Dr Cave has beenconcernedabout the Company’s corporate governancefor some time. Furthermore, under the terms of the relationship agreement between himself, the Company and SP Angel, Dr Cave is required to ensure that the Board has a majority of independent directors. Prior to the Placing,Egremont contacted the Company’s nominated adviser, SP AngelCorporate Finance LLP(”SP Angel”), to communicate Dr Cave’s concerns and seek SP Angel’s agreement to his involvement in the selection of new independentdirectorsto rectify this matterand to provide proper independent oversight of the Company.
Sign In
Follow the stocks
