TIDMRMS
RNS Number : 9787M
Remote Monitored Systems PLC
27 January 2021
27 January 2021
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Remote Monitored Systems plc ("RMS" or the "Company")
Notice of General Meeting
Remote Monitored Systems plc ("RMS" or the "Company") notes that
a shareholder circular (the "Circular") convening a general meeting
of the Company (the "General Meeting") has been posted to
shareholders and will shortly be available on the Company's website
at: www.remotemonitoredsystems.com .
The Company is requesting approval for, inter alia, the issue of
the Placing Warrants and Broker Warrants in connection with the
Company's Placing, announced on 18 December 2020.
The General Meeting will be held at 1:00 p.m. on 12 February
2021 at the offices of Pharm2Farm Ltd, BioCity Nottingham,
Pennyfoot Street, Nottingham NG1 1GF, United Kingdom.
In light of the ongoing Covid-19 pandemic and with a view to
taking appropriate measures to safeguard its Shareholders health
and make the General Meeting as safe and efficient as possible, the
Company is invoking certain of the meetings provisions in the Act
and its Articles. For the purposes of the provisions of the
Articles, the Company is designating the location of the meeting to
be the place where the Chairman is located. Please note, however,
that voting will only be able to take place by proxy. No
Shareholder will be allowed entry into the meeting.
Shareholders will be able to submit questions by emailing
info@remotemonitoredsystems.com ahead of the General Meeting. Only
questions in relation to the Resolutions or business of the General
Meeting will be considered.
Unless otherwise indicated, all defined terms in this
announcement shall have the same meaning as described in the
Circular.
-S -
ENQUIRIES :
Remote Monitored Systems plc
Antony Legge (Chairman) +44 20 3934 6630
SP Angel Corporate Finance LLP +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Peterhouse Capital Limited +44 20 7469 0930
Joint Broker
Lucy Williams
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Zach Cohen
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time / date
Publication of the Circular 26 January 2021
Latest time and date for receipt 1.00 p.m. on 10 February 2021
of forms of proxy
Date and time of General Meeting 1.00 p.m. on 12 February 2021
Proposed issue of 420,000,000 warrants and Notice of General
Meeting
1. Introduction
Authority to issue the Warrants
On 18 December 2020, the Company announced that it had raised
gross proceeds of GBP5,000,000 through an oversubscribed placing of
400,000,000 new Ordinary Shares (the "Placing Shares") at a price
of 1.25 pence per Placing Share (the "Placing"). The Placing Shares
commenced trading on AIM on 23 December 2020.
For each Placing Share subscribed for, each investor
participating in the Placing is entitled to receive one
non-transferrable warrant to subscribe for an Ordinary Share with
an exercise period of 3 months from its issuance (subject to any
extension) and exercisable at a price of 2 pence per Ordinary Share
(the "Placing Warrants").
In addition, the Company is issuing a further 10,000,000
warrants to each of Peterhouse and SP Angel (the "Joint Brokers")
pursuant to two separate placing agreements dated 18 December 2020
with the Joint Brokers (the "Broker Warrants").
If, once issued, the Placing Warrants and Broker Warrants
(together the "Warrants") are exercised in full, it would result in
the issue of a further 420,000,000 new Ordinary Shares.
The Board acknowledges that following the Placing and the
conditional grant of the Warrants, few Shareholders have expressed
their concerns about the potential dilution that may arise to their
shareholding in the Company when the Warrants are exercised. As a
result of those concerns, various changes to the Board took place,
including the appointment of three new directors. The purpose of
the Circular is to comply with the terms of the Placing, pursuant
to which the Company is obliged to call a general meeting of its
Shareholders and place the necessary resolution to the Shareholders
to approve the grant of the Warrants.
The grant of the Warrants is conditional upon Resolutions 1 and
2 detailed below being passed by the relevant majority of
Shareholders.
General Authorities
It is usual for quoted companies to possess the authorities to
issue shares up to a certain limit and to disapply pre-emption
rights without the need for recourse to shareholders, in order to
allow the Company the flexibility to react to events. For AIM
listed companies, this authority is usually in the range of 10% to
30% of the issued share capital.
In addition to the Resolutions 1 and 2, relating to the grant of
the Warrants, the Directors are seeking authorities to allot and
issue shares or grant rights to subscribe for shares in the Company
up to a maximum aggregate nominal amount of GBP 20,275.56, being
10% of the issued shares in the capital of the Company with the
right to vote, and to disapply pre-emption rights in respect of
such shares.
The power to allot and issue shares, and disapply pre-emption
rights are conditional upon Resolutions 3 and 4 detailed below
being passed.
2. General Meeting
I am writing to inform you of the General Meeting of the Company
to be held at 1.00 p.m. on 12 February 2021 at the offices of
Pharm2Farm Ltd, BioCity Nottingham, Pennyfoot Street, Nottingham
NG1 1GF , United Kingdom. The notice of the General Meeting is
included in the Circular being sent to shareholders.
Please note the instructions set out in the Circular with
respect to the arrangements in place for this meeting. In light of
the ongoing Covid-19 pandemic and with a view to taking appropriate
measures to safeguard its Shareholders health and make the General
Meeting as safe and efficient as possible, the Company is invoking
certain of the meetings provisions in the Act and its Articles. For
the purposes of the provisions of the Articles, we are designating
the location of the meeting to be the place where the Chairman is
located. Please note, however, that voting will only be able to
take place by proxy. No Shareholder will be allowed entry into the
meeting.
Explanatory notes to the notice of General Meeting
In the usual way we ask and encourage Shareholders to vote for
the Resolutions by appointing the Chairman as a Shareholder's
proxy. Shareholders will only be able to appoint the Chairman as
proxy for this particular meeting. Accordingly, Shareholders are
encouraged to complete the enclosed Form of Proxy and return it by
post to Share Registrars Limited, The Courtyard 17 West St, Farnham
GU9 7DR or via email to voting@shareregistrars.uk.com (please
include "Remote Monitored Systems" and your full name in the
subject line of the email) as soon as possible but in any event to
be received not later than 1.00 p.m. on 10 February 2021 or 48
hours before any adjourned meeting.
Shareholders will be able to submit questions by emailing
info@remotemonitoredsystems.com ahead of the General Meeting. Only
questions in relation to the Resolutions or business of the General
Meeting will be considered.
On the day of the General Meeting
The meeting takes place at 1.00 p.m. on 12 February 2021.
The Chairman will open the meeting at the appointed time,
formally put the Resolutions to the meeting and advise of the proxy
votes received in advance. The Directors present at the meeting
will consider the questions submitted by Shareholders after the
formal business of the meeting has been concluded and provide
answers by email following the meeting. There will be no
presentation by the Directors or general question session in order
to limit the time spent by Directors present at the meeting.
Explanatory notes to the notice of General Meeting
The following notes give an explanation of the proposed
Resolutions. Resolutions 1 and 3 are proposed as ordinary
resolutions. This means for these resolutions to be passed, more
than half of the votes cast must be in favour of each resolution.
Resolutions 2 and 4 are proposed as special resolutions. This means
that for these resolutions to be passed, at least three quarters of
the votes cast must be in favour each resolution.
Resolution 1 - Directors' authority to allot shares in respect
of the Warrants
This is an ordinary resolution to grant the Directors the
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Act up to the maximum aggregate nominal amount of GBP42,000 being
the maximum required for the purposes of issuing the Warrants
unconditionally.
Resolution 2 - Disapplication of pre-emption rights in respect
of the Warrants
Resolution 2 proposes to disapply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash under Section 561(1) of the Act. This is a special resolution
authorising the Directors to issue equity securities as continuing
authority up to an aggregate nominal amount of GBP42,000 being the
maximum required for the purposes of issuing the Warrants
unconditionally for cash on a non pre-emptive basis pursuant to the
authority conferred by Resolution 1 above. The authority granted by
this Resolution will expire at the conclusion of next annual
general meeting of the Company.
Resolution 3 - Directors' general authority to allot shares
This is an ordinary resolution to grant the Directors the
authority to allot and issue shares and grant rights to subscribe
for shares in the Company for the purposes of Section 551 of the
Act, other than for the Warrants, up to the maximum aggregate
nominal amount of GBP20,275.56being 10% of the Company's issued
share capital.
Resolutions 1 and 3 replace any existing authorities to issue
shares in the Company and the authority under these resolutions
will expire at the conclusion of the next annual general meeting of
the Company.
Resolution 4 - General disapplication of pre-emption rights
Resolution 4 proposes to disapply the statutory rights of
pre-emption in respect of the allotment of equity securities for
cash, other than for the Warrants, under Section 561(1) of the Act.
This is a special resolution authorising the Directors to issue
equity securities as continuing authority up to an aggregate
nominal amount of GBP20,275.56, being 10% of the Company's issued
share capital, unconditionally for cash on a non pre-emptive basis
pursuant to the authority conferred by Resolution 3 above. The
authority granted by this Resolution will expire at the conclusion
of next annual general meeting of the Company.
Action to be taken by Shareholders
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the General Meeting. The Form of Proxy should be
completed and returned in accordance with the instructions printed
on it so as to arrive at Share Registrars Limited, The Courtyard 17
West St, Farnham GU9 7DR or voting@shareregistrars.uk.com as soon
as possible and in any event not later than at 1.00 p.m. on 10
February 2021. ONLY THE CHAIRMAN CAN BE APPOINTED AS YOUR PROXY FOR
THIS PARTICULAR MEETING AND IN ADDITION SHAREHOLDERS CANNOT ATTEND
THIS MEETING IN PERSON.
3. Social Media
The Board notes that the Company and its Directors remain the
subject of much discussion on social media and investor discussion
sites. Whilst the Board welcomes constructive dialogue, it has been
saddened to note the abusive nature of a small minority of posts.
The Board recognises that the subject of the Warrants has been an
emotive one and hopes that with convening of the General Meeting
these posts will now cease.
The Board takes the safety of the Group's directors and
employees very seriously and will take the necessary steps to
counter any unacceptable posts in the future.
4. Guidance for Shareholders
The Board is not issuing a recommendation to Shareholders.
Instead, the Board asks Shareholders to consider the following
issues in deciding how to vote on the Resolutions 1 and 2 in
respect of the Warrants:
Early Stage of Development and need for future capital - the
Company's subsidiaries are at an early stage in their developments
and may require further funding to reach their full potential.
Should the Warrants be approved and then exercised in full, they
would raise GBP8.4m of cash for the Group.
Future Dilution - On 25 January 2021, the last practical date
before the posting of the Circular, the Company's share price was
2.98p, representing a premium of 49% to the exercise price of the
Warrants. A sustained increase in the Company's share price may
allow the Company to raise future capital at higher prices and be
less dilutive than the Warrants, however there can be no guarantee
that this would be the case. For the avoidance of doubt, as at the
date of the Circular, the Board does not have any specific future
fundraising under consideration.
In deciding how to vote on Resolutions 3 and 4, the Boards asks
Shareholders to note that these are the standard authorities
usually granted to directors to give them the flexibility to
operate and that the waiver of pre-emption rights over shares
representing 10% of the existing issued share capital is at the
bottom end of the range usually adopted by AIM listed
companies.
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END
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