Last checked at 30 Jun 2020 15:00
30 June 2020
Braveheart Investment Group plc
("Braveheart" or "the Group")
Acquisition of 18.1 per cent. interest in Remote Monitoring Systems plc,
Issue of Consideration Shares and Total Voting Rights
Braveheart Investment Group (AIM: BRH), is pleased to announce that it has purchased a total of 119,637,590 ordinary shares of 0.2 pence each in Remote Monitoring Systems plc ("RMS" the "Existing RMS Shares") from Trevor Brown at a price of 0.275 pence per share, being the closing mid-market price on 29 June 2020, for a total consideration of £329,003. The consideration will be satisfied by the issue of a total of 2,632,026 new ordinary shares of 2 pence each in Braveheart (the "Consideration Shares"), with the issue price of the Consideration Shares being 12.5 pence each, the closing mid-market price of a Consideration Share on 29 June 2020. Attached to certain of the shares being acquired are warrants over new ordinary shares in RMS which are exercisable at a price of 0.5 pence per share and total 10,000,000 warrants. These warrants are to be assigned to Braveheart for no additional consideration. Upon completion of the transaction, Braveheart will own 18.1 per cent. of the issued share capital of RMS and Trevor Brown will no longer have a holding of ordinary shares in RMS.
RMS is an operating company whose ordinary shares are admitted to trading on AIM. In the year ended 31 December 2019, RMS incurred a loss before taxation of £711,942 and as at that date had net liabilities of £19,250. On 9 April 2020, RMS issued 140,000,000 new ordinary shares of 0.2p each at a price of 0.25p per share raising £350,000. As at 29 June 2020, the directors of RMS estimated that RMS had net cash of approximately £266,000.
RMS has two trading subsidiaries, GyroMetric Systems Limited ("GyroMetric"), in which it owns a 58 per cent. interest, which develops and manufactures digital monitoring and safeguarding systems for rotating shafts and Cloudveil Limited ("Cloudveil"), an intelligence services and security risk management business, which was acquired in September 2019.
Braveheart has a 19.5 per cent. interest in Gyrometric. It is intended that Trevor Brown will remain on the RMS Board to represent Braveheart's interests.
Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will occur, and dealings will commence in the Consideration Shares at 8.00 a.m. on, or around, 6 July 2020.
Director's holding
Upon Admission, Trevor Brown will hold a total beneficial interest in 8,588,288 ordinary shares of 2 pence each in Braveheart, equivalent to approximately 24.75 per cent. of Braveheart's issued share capital.
Related Party Transaction
The seller of the Existing RMS Shares is Trevor Brown, who is the CEO and a Director of Braveheart and, therefore, the transaction is treated as a related party transaction under the AIM rules. The independent directors, being Jonathan Freeman and Vivian Hallam, consider, having consulted with Allenby Capital Limited, the Company's Nominated Adviser, that the terms of the purchase of the Existing RMS Shares and the issue of the Consideration Shares are fair and reasonable insofar as the shareholders of Braveheart are concerned.
Total voting rights
Following Admission, the Company will have 34,698,547 ordinary shares of 2 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 34,698,547. This figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
For further information: | ||||||||||||||||||
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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
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a)
| Name
| Trevor Brown
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2
| Reason for the notification
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a)
| Position/status
| Chief Executive Officer
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b)
| Initial notification /Amendment
| Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Braveheart Investment Group plc | |
b)
| LEI
| 2138006HQ3COMU626I61 | |
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
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a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary shares of 2 pence each in Braveheart Investment Group plc
GB00B13XV322 | |
b)
| Nature of the transactions
| Purchase of ordinary shares | |
c)
| Price(s) and volume(s)
| Price(s)
12.5p
| Volume(s)
2,632,026 |
d)
| Aggregated information - Aggregated volume - Price - Principal amount
|
N/A
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e)
| Dates of the transaction
| 30 June 2020 | |
f) | Place of transaction | Off-market
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