Remote Monitored Systems PLC is pleased to announce that the Company has conditionally raised gross proceeds of £5,000,000 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 Price”) (the “Placing”).
For each placing share subscribed for in the Placing participating investors will receive a non-transferable warrant to subscribe for an Ordinary Share with an exercise period of 3 months from its issuance and exercisable at a price of two pence per Ordinary Share (the “Placing Warrants”). The issue of the Placing Warrants is subject to the approval of certain shareholder resolutions at a Company General Meeting which is expected to take place in mid-January 2021 (the “GM”).
The Placing was arranged by the Company’s joint brokers, Peterhouse Capital Limited (“Peterhouse”) and SP Angel Corporate Finance LLP (“SP Angel”), and is conditional upon Admission of the Placing Shares to trading on AIM (“Admission”).
The Placing Price represents a 26% discount to the Closing Price on 17th December 2020 the last trading day prior to completion of the Placing. The funds raised pursuant to the Placing will be used for the Company’s general working capital and to develop both the recently acquired Pharm 2 Farm Limited business (“P2F”) and the Company’s existing Gyrometric and Cloudveil businesses.
Use of Proceeds
Shortly following the acquisition of P2F the Company notified that it considered that it had sufficient finance for its current business plan. There have been a number of developments since that time. Regrettably, and as previously notified, the expected date of commencement of operation of P2F’s new anti-viral mask production line has been delayed which has had an impact on the Company’s expected working capital requirements. More positively, the Company believes that many P2F projects can be accelerated with additional resources. Similarly, Gyrometric and Cloudveil’s business plans can be accelerated with focused investment. The Board will evaluate and rank such opportunities and look to apply the placing proceeds to the most compelling projects.
Details of the Placing
A total of 400,000,000 ordinary shares of 0.01p nominal value each (“Placing Shares”) have been placed with investors at 1.25p per share (“Placing Price”). The Company has entered into two separate placing agreements dated 18 December 2020 (the “Placing Agreements”) with Peterhoouse and SP Angel, pursuant to which they, as agents for the Company, have procured placees for the Placing Shares at the Placing Price.
The obligations of Peterhouse and SP Angel under the Placing Agreement are conditional, inter alia, upon admission of the Placing Shares having occurred by 8.00 a.m. on 23 December 2020 (or such later time and/or date as may be agreed, being no later than 8.00 a.m. on 13 January 2021), and there being no material breach of the warranties given to them prior to admission of the Placing Shares.
Peterhouse or SP Angel may terminate the Placing Agreement in specified circumstances (including for breach of warranty at any time prior to admission of the Placing Shares, if such breach is reasonably considered by Peterhouse or SP Angel to be material in the context of the Placing) and in the event of a force majeure event occurring at any time prior to admission of the Placing Shares.
The Company will issue participants in the Placing, one warrant for every Placing Share (the “Warrants”). As a result, 400,000,000 Warrants will be issued to placees pursuant to the Placing and subject to approval of the necessary authorities at the Company General Meeting (“GM”) which will be scheduled for January 2021 (details of which are to be announced).
Each Warrant will provide the holder the right to one new Ordinary Share on its exercise. The Warrants will be exercisable at a price of 2p for a three month period from the date of the GM, subject to any extension in accordance with the Warrant instrument. In addition the Company is issuing a further 10,000,000 warrants to each of Peterhouse and SP Angel (the “Broker Warrants”) on the same terms as the Warrants and subject to approval at the GM.
If exercised in full, the Warrants and Broker Warrants would result in the issue of a further 420,000,000 new Ordinary Shares.
AIM Application and Total Voting Rights
Application has been made for the admission to trading on AIM of the 400,000,000 Placing Shares with dealings expected to commence on or around 23 December 2020.
Following completion of the Placing, the Company’s issued share capital will consist of 1,983,270,231 ordinary shares of 0.01 penny 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.
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