TIDMRMS
RNS Number : 3900X
Remote Monitored Systems PLC
19 December 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.
19 December 2019
Remote Monitored Systems plc
("Remote Monitored Systems", the "Company" or the "Group")
Proposed disposal of Geocurve business, Notice of General
Meeting, Strategy update
Proposed disposal of Geocurve business and Notice of General
Meeting
Further to the announcement on 5 December 2019, the Directors
announce the proposed sale of the business and principal assets of
the Company's wholly owned subsidiary, Geocurve Limited
("Geocurve") to Landscope Engineering Limited ("Landscope") (the
"Transaction").
The Transaction is classified as a fundamental change of
business pursuant to AIM Rule 15 and, as such, is conditional on
Shareholder approval at a General Meeting ("GM") to be held at
10:00a.m. on 9 January 2020 at Peterhouse Capital Limited, 3rd
Floor, 80 Cheapside, London, EC2V 6EE. A Circular will be posted to
shareholders today to provide, among other things: (i) details of
the Transaction; and (ii) notice of a GM to be convened to consider
and, if thought fit, approve the Transaction.
For the avoidance of doubt, assuming Shareholders approve the
Transaction at the General Meeting, Remote Monitored Systems will
continue to be classified as an operating company and not a cash
shell pursuant to AIM Rule 15.
The consideration for the proposed sale, which is expected to be
received in cash immediately following the GM, will be not less
than GBP160,000. The majority of the proceeds will be required to
cover the costs of winding down Geocurve and the remainder will
provide working capital and funds to be invested to support the
growth of the Company's two other businesses, GyroMetric Systems
Limited, which develops and manufactures digital monitoring and
safeguarding systems for rotating shafts, and Cloudveil Limited
which provides intelligence and security services including its
IRIS management information and remote reporting platform.
The Company's unaudited interim results for the six months ended
30 June 2019 showed that Geocurve's operations had generated
revenue of GBP244,175. Geocurve produced a loss before tax of
GBP264,613 in the period and had total net liabilities as at 30
June 2019 of GBP772,336. Intercompany loans to Geocurve, which
amounted to GBP1.0m at 30 June 2019, will be written off, resulting
in a non-cash accounting charge.
Strategy update
Following the proposed disposal of Geocurve, the Directors
intend that the primary focus of the business should be the
development of innovative software and systems solutions within
GyroMetric and Cloudveil in order to maximise shareholder value
over the medium term.
GyroMetric
GyroMetric Systems Ltd ("GyroMetric"), in which RMS has a 58%
shareholding, develops and manufactures digital monitoring and
safeguarding systems for rotating shafts. The GyroMetric technology
uses proprietary algorithms, software and AI techniques to analyse
remotely critical drive shaft performance so as to diagnose and
predict drive system maintenance requirements before catastrophic
damage occurs. The company's technology is proven, operating
reliably in harsh environments over many years. Although revenues
at GyroMetric remain modest, considerable progress has been made in
expanding the customer base.
GyroMetric is working with a number of major wind turbine
manufacturers to assess the benefits of installing its systems in
the sector, although progress on these projects has been dependent
on the priorities of these manufacturers and slower than hoped. In
addition, GyroMetric has announced contracts for projects with
several companies including Tarmac and Clarke Energy to assess the
opportunity to develop new markets for GyroMetric where the lead
times are expected to be shorter and the opportunities more
immediate.
Recently, as announced in October 2019, GyroMetric has developed
the world's first system capable of performing initial absolute
alignment as well as continuous dynamic (ie whilst operating)
monitoring of relative alignment of rotating machinery.
GyroMetric's Absolute Dynamic Shaft Alignment ("ADSA") system is a
significant breakthrough, which enables any builder or owner of
large rotating equipment to install GyroMetric's equipment, use it
to align the shafts initially, and then leave it in place to
monitor conditions during the life of the asset, and when
misalignment occurs, use it to measure and correct the shaft
alignment absolutely.
Cloudveil
Cloudveil, a security risk management consultancy wholly owned
by the Company, is closing 2019 with new contract awards from one
of the world's largest food manufacturing and distribution
companies and also a global leader in data management
solutions.
As an example of what Cloudveil can do, in recent days, in
response to an emerging threat faced by an existing client,
Cloudveil deployed two fully equipped surveillance teams in central
Europe, with only six hours' notice. A detailed risk treatment plan
was implemented locally and monitored from London throughout the
task, with the result that all client objectives were fully
satisfied.
Development of Cloudveil's management information system, IRIS,
continues at pace with assistance from global development partners
in the financial services, property and technology sectors. 2020
will see the implementation of the full suite of IRIS products
including two Apps: IRIS Cascade for mass communications and Halo,
for location finding and personal safety. IRIS has been well
received by the marketplace as well as by complimentary service
providers and Cloudveil is extremely pleased to announce a
strategic partnership with leading business management specialist
Consortio. Cloudveil and Consortio will work together in joint
development and launch of a leading-edge business continuity
management model, delivered within IRIS in the first quarter of
2020.
Further developments for Cloudveil in 2020 will include the
launch of the Cloudveil GSOC (Global Security Operations Centre)
which will provide round the clock support and monitoring for
Cloudveil clients and IRIS users during times of crisis or
heightened risk, anywhere in the world.
Trevor Brown, Executive Director of RMS, said: "The disposal of
Geocurve will allow the board to focus upon the development of
higher value activities where we are pre-eminent or believe we can
become so, and as a result the prospects for growing shareholder
value will be enhanced."
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 Capital Limited
Joint Broker +44 20 7469 0930
Lucy Williams
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END
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