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Come on BOD! Own up.
What is the £5m from the placing being used for? How much does a machine cost? Why do you need more money from the warrants?
Are there plans for more machines to be ordered? Are more machines already on order? Each machine on its own adds about 3-3.5p intrinsic company value to the SP.
Is something big in the offing?
I've voted against the warrants as I feel the money for more machines will easily come from the income. This is a highly scalable company and the multiplier is the machine. Not impatient shareholder dilution.
Just hold firm! I am!
GLA
Dr Cave started the shareholder rebellion against the pacing and the warrants as he wasn't consulted about its dilution effects as the only major shareholder. He also questioned the company's corporate governance which brought in two new directors plus AV was already on board. PR has now gone and JR remains. TB remains as a NED with no significant control.
I therefore think that what we are seeing is an unfortunate turn of events which is just a little too coincidental and very ironic. However, I cannot see this new board manipulating this as they hold no shares. What have they to gain? TB does but his holding is not that significant and he has really no say anymore.
However, 400m placing shares - approx 20% of the company - have gone somewhere and it's maybe those holders who are exerting an influence. A possible consortium of holders whose individual holdings are below the declaration threshold. If so, the corporate governance still looks woeful and needs to be challenged.
Whatever the outcome, we, as shareholders have the right to demand changes and we must do that at the next AGM. Unfortunately, the GM next week has been convened only to determine the warrants. But, if the warrants are being pushed then there is significant news on the horizon which makes holding on to our shares absolutely vital.
Remember it's all supply and demand. If nobody is selling, then there are no shares to buy and the price remains steady.
I'm sure our time will come. Stand firm, hold your nerve.
GLA
Many thanks to JP1959 for doing the work to capture the vote tally and good effort all posters for voting down these warrants. If, on here, the latest tally of 321m votes against the warrants is to be believed, adding those to Dr Caves 290m and we've got 611m/30% votes against. The 400m placing shares accounts for just 20% of the vote and I can't imagine anyone wanting to vote FOR the warrants except those privileged few who took the placing.
However, that still leaves approx 50% of the vote still unaccounted for and we must not be complacent at all. I'd like to think they are ordinary holders like us who don't participate here but who still think the way we do. Obviously, TB and PR are in amongst that 50% but their holdings aren't significant to sway this.
So, for those yet to vote, PLEASE VOTE! Doing so is hugely important and we have already made significant traction to counter this very unnecessary dilution made by an old BOD whose greed shone through loud and clear. I'd like to think that this BB's voting actions/intentions alone may actually have a positive impact on the SP this week too. Here's hoping...
Keep up the good fight with this shareholder rebellion and very good luck to us all!
...and Nathan at Egremont informed too.
Don’t forget to keep them in the loop too.
GLA
Done yesterday. 501799 votes against all four resolutions with Halifax.
GLA
All,
PR and TB have played a total game with RMS - and continue to do so - pocketing 100s of thousands of pounds plus salary and producing virtually no income. These options being exercised are the final 2-finger salute to us!
We MUST ensure the new BOD are properly incentivised and correctly remunerated by ensuring at least some shareholder scrutiny of share awards.
The current RMS corporate governance document doesn’t allow for it so we must change it.
When the GM is announced I would urge all fellow LTHs to press for a resolution to be put to the vote.
GLA
RMS should just buy-out all the remaining options and warrants from the £5m those two MADE us carry. Income is now just around the corner so why did we even need to raise £5m??? Unless, it was to underwrite the purchase of more machines ahead of income.
Come on RMS - give us some news, some that will counter TB's and PR's blatant deflationary tactics!
@Jarv, aye, probably them and it did take them two days to offload the last lot and to see us all off.
The only other major shareholder is the good Dr C and I certainly hope it's not him!
GL
It's muted because someone is offloading hundreds of thousands of shares which is suppressing the price. The last time that happened, when it was over, there was a steady climb into the close. Sit tight.
Goodbye JR - your last act was to admit the award of too many options to PR and TB!
Hello Antony and Alex - best of luck to you.
Good luck to all fellow LTH!
Ladies and gentlemen, we have a PRODUCT!! Congrats to all who've held tightly!
Now for the machine and we're off.
GLA
@Bullmarket, I do hope so. It looks to be the first publicly published sign that the new directors are taking proper control of this company. Today I am now more hopeful than I was before Christmas. I just hope that nothing more damaging is unearthed. If so, we'll just have to weather that storm if it comes.
Hold tight and good luck.
@Taverham, thanks for the spot.
I've re-read both RNSs and I am fairly confident that today's RNS was an admission that an 'error' was made in calculating those options as a proportion of in-issue share capital at the time.
Also, as we've become accustomed to, it's another indicator of poor quality information in RNSs. If RMS's AIM admission document required RMS not to issue more than 5% shares as options, then no RNS should state "approximately." Directors and Investors should know the exact amount of shares in issue so they too can report when they hold shares that cross certain thresholds.
The 10 Nov 20 RNS stated that the options for TB and PR amounted to "approximately 5%" of the issued share capital.
Today's RNS corrected that and stated "over approximately 5%" of the issued share capital.
Therefore, it appears that someone has been reviewing the company's financials etc and spotted this 'error'. For transparency reasons (as one would expect from a company with investors), an announced correction needed to be made. Today's RNS was that. However, interestingly within it, JR distances himself from the original decision to award the options - he wasn't part of it and we'll need to look at the remuneration committee to see who was - but is forced to state today that he considers the decision made at the time to be "fair." If he hadn't, much more would be made of it and we don't need that, not now.
And in RMS's corporate governance statement, the remuneration committee were...wait for it...TB and PR! (follow the link and look under Principle 9).
https://www.remotemonitoredsystems.com/wp-content/uploads/2019/07/190725-Remote-Monitored-Systems-plc-2019-Corporate-Governance-Statement-updated.pdf
Whichever way this is cut, it appears that documents are being reviewed. This is excellent and probably because the new directors do not want to be legally held to account for others' mistakes.
IMVHO, all indicators from today's RNS are that proper governance is now being exercised. As I've stated already, we may see more of these corrections as more is uncovered and we should be prepared. And, I'd prefer them to be before the real news than after it.
All IMVHO and GLA.
Further to my post earlier, I have just sent this email to Nathan at Egremont....
Dear Nathan,
With respect to the upcoming general meeting of RMS, can I please ask if any consideration has been given to a vote on the composition of the board of directors? A resolution normally enacted for an AGM and one which is overdue.
With the recent new appointments to the board to tackle the corporate governance issues highlighted by Dr Cave, I’d thoroughly recommend that this be given favourable consideration if not done so already. This will allow all shareholders the opportunity to vote and convey a strong message in support of Dr Cave’s actions, carried out just before Christmas, and which he carried out on our behalf.
JR will be either forced to seek re-election to the BOD - which we can vote down, or he'll be forced to resign beforehand.
GLA
@Bestmate. Absolutely delighted for you to share it but maybe tweak it to incorporate other posters’ observations on it as I unintentionally placed the word “over” incorrectly.
As an afterthought too, we may be in for a few more RNSs like these as more becomes apparent to the new directors. Better it happens before real news than afterwards IMHO. Hard to take, yes, but necessary I believe. PROPER Corporate Governance is beginning to shine through.
GLA
The 10 Nov 20 RNS stated that "Under the Company's existing share incentive scheme as set out in the Company's original AIM Admission Document, options granted to subscribe for new Ordinary will not exceed 5 per cent. of the Company's issued share capital without the prior approval of the Company's Shareholders."
Operative statement in that is, "will not exceed 5%."
Today's RNS states in the first paragraph, "This [9 Nov] Option Grant represented options over approximately 5 per cent. of the Company's total issued share capital at that time."
Operative statement in that is "approximately over 5%."
It appears to me that the new directors are digging through the financial management of this company and have questioned why TB and PR were granted in excess of 5% of the total share capital as options when the AIM admission document stated that no more than 5% of the share capital would be made available as options to protect all shareholders.
Something's afoot and they've been called out.
PR has had to put his neck on the line here and state to the regulators that he considered this over 5% award as fair when it went against the listing document.
The new BOD are sweeping clean and uncovering all the shenanigans. Dr Cave stated before Xmas that he wanted improved corporate governance and now we're seeing it and we're seeing why.
I see this as a positive RNS in that context and we can now look forward to enjoying a more transparent BOD doing what's best for the company. As for today's SP drop, I put that down to maybe a lack of understanding about what was released and that TB and PR were mentioned by name. Yes, they still have interests, but no control.
Right now though, we need to use the GM to ensure John Richardson is voted out too and I will be writing to Egremont now to request it as a resolution if there is not going to be a vote on the directors at the meeting (which there ought to be as we are bringing on new Directors and boards should be approved at every AGM...and when was the last one?).
All IMHO, DYOR and bloody good luck to us all!
@Maidit308 - nope, no laugh, I DEFINITELY do not want to see any more shares issued and for us all to be diluted again!
I want the BOD to issue dividends and to buy back shares from profits.
GL
@Homer55, indeed. RMS is multi-faceted and quite diverse. Mask revenue, if/when it comes, could provide the capital to scale-up and possibly move into more acquisitions. I'm hoping that the GM will give us more in terms of what the future for RMS will look like than just a vote on the warrants and to confirm the new BOD. By the way, if JR isn't stepping down, we may also have the opportunity to vote him out.
The annual accounts are also due so we should see those in the next few months. That'll be the BODs opportunity to really reinforce their plans for the company.
GL
@Homer55. Thanks my friend, I feel the uncertainty too. I do my research and do apply due diligence - the truth is in the RNSs. Agreed, orders need to be confirmed but Volz would certainly not be investing if there was not some form of demand signal. And, an investment in a machine has also been made. Time will give us the answers but the indicators, from the RNSs, are promising.
GL
@Oocanibe, don't get me wrong my friend, they aren't, but they could become so in comparison to masks revenue. The scalability of masks production demonstrates significant near-term potential versus time for nanotech development and its cyclical (seasonal) application.