9 Apr 2020 12:51
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
9 April 2020
Remote Monitored Systems plc ("Remote Monitored Systems", the "Company" or the "Group")
Placing to raise £350,000; Directors' Participation; Total Voting Rights
Remote Monitored Systems plc, the AIM quoted monitoring, intelligence and security company, is pleased to announce the successful completion of a placing (the "Placing"), arranged by Peterhouse Capital, to raise £350,000 to support the continuing growth of GyroMetric Limited ("GyroMetric") and Cloudveil Limited ("Cloudveil"), and to settle creditors and provide working capital to the Group.
Placing
A total of 140,000,000 ordinary shares of 0.2p nominal value each ("Placing Shares") have been placed with investors at 0.25p per share, a discount of approximately 44% to the closing mid‐market price on 8 April 2020. Each Placing share will be issued with one warrant per share exercisable at 0.5p per share for a period of one year from the date of admission of these new shares to AIM, which is expected to be on or around 17 April 2020.
Directors' Participation in the Placing
Trevor Brown, Executive Director of the Company, has subscribed £25,000 for 10,000,000 Shares. Following the issue of the Placing Shares, Trevor Brown will have a beneficial interest in 119,637,590 Shares representing approximately 18.7% of the enlarged issued share capital and total voting rights of the Company.
Paul Ryan, Non‐Executive Director of the Company, has subscribed £25,000 for 10,000,000 Shares. Following the issue of the Placing Shares, Paul Ryan will have a beneficial interest in 54,794,270 Shares representing approximately 8.6% of the enlarged issued share capital and total voting rights of the Company.
Related Party Transaction
Trevor Brown and Paul Ryan, as Directors of the Company, are considered to be "related parties" as defined under the AIM Rules and accordingly, their participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
The Director independent of the Placing, being Nigel Burton (Non‐Executive Chairman), considers, having consulted with the Company's nominated adviser, that the terms of Trevor's and Paul's participations in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
Following the issue of Shares as described above totalling 140,000,000 ordinary shares, the issued share capital of the Company will consist of 640,656,790 ordinary shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 640,656,790.
The above figure of 640,656,790 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.
Trevor Brown, CEO of Remote Monitored Systems plc, commented "The funds raised will be utilised to promote the continuing growth of GyroMetric and to develop the Cloudveil Intelligence and Security division, which is currently assisting two of the UK's largest security guarding firms to manage the evolving risks associated with the Covid-19 pandemic. The significant participation of the Board in the fundraise confirms our confidence in the future.
Our objective remains to minimise dilution and maximise growth in shareholder value by controlling costs and focusing investment on growing our sales teams whilst we continue to seek further opportunities to enhance shareholder value."
ENQUIRIES:
Remote Monitored Systems plc
Trevor Brown (Executive Director) +41 7941 55384
Nigel Burton (Non-Executive Chairman) +44 7785 234447
SP Angel Corporate Finance LLP +44 20 3470 0470
Stuart Gledhill
Jeff Keating
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
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: | Trevor Brown | ||||||||
2. | Reason for the notification | |||||||||
a) | Position/status: | Executive Director | ||||||||
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 0.2 pence each GB00BFX0ZN92 | ||||||||
b) | Nature of the transaction: | Participation in the Placing | ||||||||
c) | Price(s) and volume(s): | Issue of shares
Issue of warrants
| ||||||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Issue of shares
Issue of warrants
| ||||||||
e) | Date of the transaction: | 9 April 2020 | ||||||||
f) | Place of the transaction: | Outside a trading venue | ||||||||
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 Director | ||||||||
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 0.2 pence each GB00BFX0ZN92 | ||||||||
b) | Nature of the transaction: | Participation in the Placing | ||||||||
c) | Price(s) and volume(s): | Issue of shares
Issue of warrants
| ||||||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Issue of shares
Issue of warrants
| ||||||||
e) | Date of the transaction: | 9 April 2020 | ||||||||
f) | Place of the transaction: | Outside a trading venue | ||||||||