TIDMRMS
RNS Number : 6148P
Remote Monitored Systems PLC
18 February 2021
18 February 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")
Update on Commissioning of mask making machine
Strategic Review
Board Changes
Issue of Shares
Update on commissioning of mask making machine
The Company announces that the mask making machine at its
subsidiary, Pharm 2 Farm Ltd ("P2F"), in BioCity, Nottingham, is
operational and ready to produce the 4-ply anti-viral mask created
by P2F.
As previously announced the maximum production capacity of the
machine was expected to be around 5 million masks per month, based
on the machine being operated for 24 hours per day and 7 days per
week. The current production rate is significantly below these
levels and the commissioning process has identified a number of
issues that need to be resolved over the coming weeks in order to
improve the machine's productive capacity. The Company is in
discussions regarding the appointment of an independent adviser to
assist P2F with the development of the production facility,
including building up the production team to operate a single shift
and enabling a gradual increase from the current limited level of
production to commence, and to undertake a review of the best
routes for exploiting the anti-viral mask technology. This is
expected to be confirmed in the near future. The Company will
provide further updates as it progresses these goals in due
course.
Alongside the commissioning process, P2F has been working to
source the necessary raw materials to satisfy the requirements for
ongoing mask production. Despite the significant worldwide demand
for some of the materials used in the manufacture of P2F's 4-ply
surgical mask, the Board is pleased to report that the team has
secured the key raw materials for the next few months.
Due to the Board's decision to focus on maximising the immediate
potential on bringing the 4 ply anti-viral mask into production,
the development of a 5-ply mask has currently been put on hold.
Strategic Review
P2F's original focus was on prospects in the agri-tech sector,
and this remains an area of particular interest and opportunity.
However, the mask development has opened up a number of new sectors
that could benefit from P2F's technology. In addition,
opportunities to create shareholder value exist in both of the
Company's other subsidiaries; CloudVeil and Gyrometric.
With the mask machine now operational the Company has embarked
on a strategic review of each of its three subsidiaries (the
"Strategic Review"). The purpose of the Strategic Review is to
identify how to employ the funds raised last year to focus on and
develop the most attractive opportunities among the large number
now presenting themselves, alongside the investment that has been
required to manufacture masks.
The intention is to complete the Strategic Review prior to the
announcement of the Company's audited accounts for the year to 31
December 2020.
Board Changes
The Company also announces a number of changes to the Board.
Trevor Brown and Alex Vergopoulos have both agreed, subject to
entering into settlement and other necessary agreements, to step
down from the Board and its subsidiaries and the Company intends to
appoint Dr. Gareth Cave as a non-executive director, subject to the
Company's nominated advisor undertaking its normal due diligence
exercise which will be completed as soon as practicable. The Board
is also looking to appoint another independent non-executive
director, preferably with a strong scientific background, in the
near future. Following completion of the Strategic Review, the
Company will look to appoint an appropriate CEO to implement the
revised strategy. In the intervening period, Antony Legge will
become Executive Chairman on an interim basis.
Changes are also being made within P2F, with Dr. Cave becoming
Chairman and Obi Ezenwa becoming Managing Director subject to the
terms of their appointment being agreed. Mr Ezenwa was initially
employed as consultant by P2F, for which he was awarded 10 million
shares as announced on 16 November 2020. Mr Ezenwa will be
responsible for leading the development of P2Fs technology into new
areas.
Issue of Shares
The Company has agreed to issue Trevor Brown with 8 million
shares in place of his remaining 14.8m options and the director
fees that he would have been entitled to had Trevor stayed until
the annual general meeting later this year, at which he had
previously agreed to step down.
The Company has also agreed pay FortOak Rolls Limited (a company
wholly owned by Alex Vergopoulos and part of the FortOak group of
companies ("FortOak")) a sum of GBP150,000 and provide Alex with 8
million shares and options over a further 7 million shares (the
"Options") in recognition of the work, and related expenses, that
Alex and the team at FortOak have provided in bringing the machine
into operation and securing raw material supplies. The 8 million
shares will be issued to Ordian Limited, a company wholly owned by
Alex Vergopoulos. The Options will have an exercise period of three
years and the exercise price will be set as the closing price on
the day of this announcement. The Company and FortOak are also
looking to enter into a distribution agreement as one of a number
of routes to market being explored by the Company.
Lastly, the Company has agreed to issue John Richardson with 5
million shares in recognition of his work supporting the Company
and P2F over the last year and his salary sacrifice taken in 2020.
John has also played a key role in providing the finance function
for the Company during this time.
Following this announcement, a total of 21 million new ordinary
shares in the capital of the Company will be issued, consisting of
8 million shares to Trevor Brown, 8 million shares to Alex
Vergopoulos and 5 million shares to John Richardson (together, the
"New Shares").
Following the issue of New Shares, their holdings will be as
follows:
Director No. of ordinary No. of New No. of ordinary % interest
shares held Shares shares held in ordinary
as at date immediately shares immediately
of this announcement following following
Admission Admission
Trevor
Brown 0 8,000,000 8,000,000 0.4
---------------------- ------------ ---------------- --------------------
Alex Vergopoulos 0 8,000,000 8,000,000 0.4
---------------------- ------------ ---------------- --------------------
John Richardson 0 5,000,000 5,000,000 0.2
---------------------- ------------ ---------------- --------------------
Related Party Transaction
As Directors of the Company, Trevor Brown, Alex Vergopoulos and
John Richardson are considered to be "related parties" under the
AIM Rules. Accordingly, the issue of New Shares, the grant of the
Options and the payments to FortOak constitute related party
transactions for the purposes of Rule 13 of the AIM Rules.
The directors independent of the issue of New Shares, the grant
of the Options and the payments to FortOak, being Antony Legge and
Richard Clarke, consider, having consulted with the Company's
Nominated Adviser, SP Angel Corporate Finance LLP, that the terms
of the New Shares the grant of the Options and the payments to
FortOak, are fair and reasonable insofar as the shareholders of the
Company are concerned.
AIM Application and Total Voting Rights
Application has been made for the admission to trading on AIM of
the 21 million New Shares with dealings expected to commence on or
around 24 February 2021.
Following the issue of the New Shares, the Company's issued
share capital will consist of 2,073,071,986 ordinary shares of 0.01
pence each, none of which are held in treasury. This figure 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 Guidance
and Transparency Rules.
Antony Legge, Interim Executive Chairman of RMS, said; "The
dedication and commitment of the team at P2F in bringing this
innovative, anti-viral mask into production in the UK cannot be
underestimated. It has been a steep learning curve for all involved
and the team deserves to be commended.
"The Board welcomes Obi as the new Managing Director of P2F and
thanks both Trevor and Alex for their part in bringing the Company
and P2F to where it is today - Trevor, as the original architect of
the strategy that saw P2F being brought into the Company, and Alex,
who has been responsible for bringing the machine into operation,
securing supplies of key materials and identifying potential sales
channels. Through their efforts, we now have a well-funded
operation coupled with a dynamic and enthusiastic team, led by Obi,
that is ready to move forward with the next stage of P2F's
development."
-S -
ENQUIRIES :
Remote Monitored Systems plc
Antony Legge (Chairman) via IFC Advisory
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
1 Details of the person discharging managerial responsibilities
/ person closely associated
-----------------------------------------------------------------------
a) Name 1) Trevor Brown
2) Alex Vergopoulos
3) John Richardson
---------------------------- -----------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status 1) Non-Executive Director
2) Executive Director
3) Chief Operating Officer
---------------------------- -----------------------------------------
b) Initial notification Initial Notification
/Amendment
---------------------------- -----------------------------------------
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 Ordinary shares of 0.01 pence each
the financial
instrument, type GB00BFX0ZN92
of instrument
Identification
code
---------------------------- -----------------------------------------
b) Nature of the Issue of shares
transactions
---------------------------- -----------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s)
Issue of shares:
1. Nil 8,000,000
2. Nil 8,000,000
3. Nil 5,000,000
---------------------------- ------------------------- --------------
d) Aggregated information
- Aggregated Single transactions as in 4 c) above
volume 21 million shares at nil price
- Price
- Principal amount
---------------------------- -----------------------------------------
e) Dates of the 18 February 2021
transaction
f) Place of transaction Outside a trading venue
---------------------------- -----------------------------------------
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