24 Jul 2020 10:35
24 July 2020
Remote Monitored Systems plc ("Remote Monitored Systems", or the "Company" )
AGM Results and Total Voting Rights
The Company's Annual General Meeting ("AGM") was held today at 10.30am. All resolutions were passed and the proxy votes were as follows.
Resolution | For | Against | Discretion to Chairman | Withheld | Total |
1 | 54,483,672 | 2,046,757 | Nil | 22 | 56,530,451 |
2 | 53,679,050 | 2,851,379 | Nil | 22 | 56,530,451 |
3 | 53,893,336 | 2,637,093 | Nil | 22 | 56,530,451 |
4 | 52,327,230 | 4,103,199 | Nil | 100,022 | 56,530,451 |
5 | 52,327,230 | 4,103,199 | Nil | 100,022 | 56,530,451 |
6 | 52,327,230 | 4,103,199 | Nil | 100,022 | 56,530,451 |
7 | 52,327,230 | 4,103,199 | Nil | 100,022 | 56,530,451 |
Convertible Loan Notes
As approved at the AGM, the Company shall today issue 12 month Convertible Loan Notes ("CLNs") to replace those issued in July 2019 and which matured on 4 July 2020. These CLNs are being issued at a conversion price of 0.28p and with a 6% Payment in Kind coupon, both in Ordinary Shares, in an amount of £35,333 to Nigel Burton and £35,334 to Paul Ryan. On the issue of the CLNs, the Company shall also grant 12,618,928 warrants to each of Mr Burton and Mr Ryan exercisable into Ordinary Shares at an exercise price of 0.28p per warrant and expiring 12 months from today. Mr Trevor Brown's previous CLNs are being repaid in a total amount of £33,333 and Mr. Brown will not therefore be issued with replacement CLNs.
Share Reorganisation and Total Voting Rights
With effect from 27 July 2020, following today's shareholder approval of the share reorganisation to subdivide each existing ordinary share of 0.2 pence each ("Existing Ordinary Share") into one new ordinary share of 0.01 pence each ("New Ordinary Share") and one deferred share of 0.19 pence each ("Deferred Share"), the total issued share capital of the Company will consist of 774,006,790 ordinary shares of 0.01 pence each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 774,006,790.
Each New Ordinary Share resulting from the share reorganisation will have the same rights (including voting and dividend rights and rights on a return of capital) as each Existing Ordinary Share except that they will have a nominal value of 0.01 pence each. The Deferred Shares will have limited rights and will effectively carry no value. No application has been made for the Deferred Shares to be admitted to trading on AIM and the Articles of Association will be amended accordingly.
The above figure of 774,006,790 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) +41 7941 55384
Paul Ryan (Non-Executive Chairman) +32 475 754 148
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and joint broker
Stuart Gledhill
Jeff Keating
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
Joint broker
Lucy Williams
Duncan Vasey
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: | Paul Ryan | ||||||||
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 0.01 pence each GB00BFX0ZN92 | ||||||||
b) | Nature of the transaction: | a) CLN Subscription b) Warrants | ||||||||
c) | Price(s) and volume(s): | a) CLN Subscription
b) Issue of warrants
| ||||||||
d) | Aggregated information: Aggregated volume: Price: | See 4c) above | ||||||||
e) | Date of the transaction: | 24 July 2020 | ||||||||
f) | Place of the transaction: | Outside a trading venue | ||||||||