TIDMRMS
RNS Number : 9793N
Remote Monitored Systems PLC
27 September 2019
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.
27 September 2019
Remote Monitored Systems plc
("Remote Monitored Systems", the "Company" or the "Group")
Acquisition of Cloudveil Limited
Remote Monitored Systems Plc ("RMS" or the "Company") is pleased
to announce that it has acquired Cloudveil Limited ("Cloudveil")
pursuant to its previously stated strategy to build upon RMS's
existing data analytics, remote monitoring and surveillance
capabilities. Cloudveil is an intelligence services and security
risk management business.
The acquisition has been effected via a share exchange of new
Ordinary Shares in the Company based upon the 60-day weighted
average share price up to 24th September 2019, of 0.5845p per
share. The consideration amounts to 22,241,231 new Ordinary Shares
in the Company ("Consideration Shares") in exchange for the total
issued and to be issued share capital of Cloudveil (the
"Acquisition"). The Acquisition is expected to be cash neutral to
RMS in this financial year, and the Consideration Shares are
subject to lock in and orderly market arrangements for 9 months and
a subsequent 15 months respectively.
The Company intends to develop this new Intelligence and
Security division, working with the established Cloudveil team, in
combination with our existing remote monitoring technologies. The
Cloudveil team has already established relationships with potential
blue chip clients such as ArcelorMittal, governments and
governmental agencies, defence forces and agencies in Afghanistan,
Iraq and other locations in the Middle East. Cloudveil has its own
management information platform, IRIS, that provides mass
communication, incident management, reporting, threat risk
assessment and performance monitoring from a single source.
Geocurve has recently secured a contract to conduct surveying
and data analytics in a location in Saudi Arabia. The acquisition
of Cloudveil is expected to improve access to such
opportunities.
During the 9 months ended 31 August 2019, Cloudveil had
unaudited profit before tax of approximately GBP47,400. Cloudveil
has minimal assets.
Trevor Brown executive director of RMS said "The Board has
continued to seek relevant acquisition opportunities to create
shareholder value and extend the application of our existing
technologies to adjacent relevant areas. The acquisition of
Cloudveil meets these aims perfectly."
Details of the Consideration Shares
Application will be made for the Consideration Shares, which
will rank pari passu with the existing ordinary shares in the
Company, to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and dealings will
commence at 8:00 a.m. on or around 3(rd) October 2019.
Total Voting Rights
Following Admission, the total issued share capital of the
Company will consist of 429,656,790 ordinary shares of 0.2p each in
issue, none of which are held in treasury. Therefore, the total
number of voting rights in the Company is 429,656,790.
The above figure of 429,656,790 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.
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
Nominated Adviser and Joint Broker +44 20 3470 0470
Stuart Gledhill
Jeff Keating
Caroline Rowe
Peterhouse Corporate Finance
Joint Broker +44 20 7469 0930
Lucy Williams
Fungai Ndoro
About Cloudveil
Cloudveil was founded in 2017 by Hugo Gillum-Webb and Jonathan
Thomas as a risk management consultancy. Hugo has 25 years of
wide-ranging experience in the commercial security sector. Hugo's
career has centred upon the planning, mobilisation and development
of large scale projects involving the provision of security, risk
management and intelligence services to organisations with complex
risk profiles. Jonathan is an operations specialist with wide
ranging, high level security and risk management experience.
Jonathan served for fourteen years in the UK Armed Forces,
initially with the Royal Marines prior to service with UK Special
Forces, SAS (R) in support of the UK Secret Intelligence
Service.
Cloudveil has two main operational activities: Intelligence
Services and Security Risk Management:
Intelligence Services
Comprising Due Diligence, as pre-transaction or pro-active
research and reporting, and Investigations, which are conducted
post-transaction, or as a reactive measure.
In either case, the services are designed to enable clients to
make informed decisions about the jurisdictions, companies and
people with whom they work or are seeking to engage. In addition,
they seek to minimise risk, reputational damage and operational
impact on business. The Cloudveil team pride themselves on
creativity in gaining access to well-placed human sources to
provide clients with the most relevant and current
intelligence.
Security Risk Management
Cloudveil's Security Risk Management Practice covers four main
areas: Programme Development, Risk and Resilience Measures,
Learning and Development and Management Information.
Each area compliments the others to optimise the level of
protection for clients. Cloudveil's approach is always to embed
systems, measures and initiatives within the client's Security Risk
Management programme enabling it to operate effectively, without
the need for continuing input from consultants or other external
sources. Cloudveil acknowledges that self-sufficiency is critical
to resilience and reflects this in its product delivery.
Programme Development
Cloudveil assists clients in developing and optimising their
risk and security strategies. Typically, this covers planning,
organisation, stakeholder engagement, threat risk assessment,
policies, standards and objectives.
Risk and Resilience Measures
Cloudveil implements a wide variety of practical Risk and
Resilience Measures, all bespoke to client objectives, generally
subsequent to the completion of a Programme Development project.
This helps to ensure that the measures adopted align properly with
client objectives and policy and can be performance managed to
ensure their efficacy.
Learning and Development
The value of Learning and Development as part of a risk and
resilience platform cannot be overestimated. Cloudveil designs
individual, targeted programmes to provide appropriate guidance on
the use and value of security and risk initiatives. This drives
performance, enables succession planning and is a motivating force
within an organisation's security community.
Management Information
Cloudveil operates its own, web-based Management Information
platform: IRIS. IRIS provides mass communication, incident
management, reporting, threat risk assessment and performance
monitoring from a single source.
Cloudveil was founded in 2017 by Hugo Gillum-Webb and Jonathan
Thomas as a risk management consultancy. In addition to Hugo and
Jonathan, Cloudveil's key associates include Emily O'Mahony, Head
of Learning and Development.
This information is provided by RNS, the news service of the
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END
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