TIDMRMS
RNS Number : 4056R
Remote Monitored Systems PLC
29 June 2020
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.
29 June 2020
Remote Monitored Systems plc ("Remote Monitored Systems", the
"Company" or the "Group")
Notice of AGM and proposed reduction in nominal value
Annual General Meeting
The Company's Annual General Meeting ("AGM") will be held at
10.30am on 24 July 2020. In accordance with the provisions in the
Corporate Insolvency and Governance Act resulting from the Covid-19
pandemic, the meeting will not be held in any particular place and
shareholders will not be entitled to attend the meeting, therefore
shareholders who wish to vote must submit a valid Form of Proxy.
However, any shareholders who have questions they would like
answered in advance of the meeting can send them to
info@remotemonitoredsystems.com and they will be responded to
promptly.
The Notice of AGM is reproduced in full below. It will be
dispatched, along with Forms of Proxy, to shareholders later today
and will also be available on the website at
www.remotemonitoredsystems.com .
In addition to the usual AGM business, the Directors are
proposing to reduce the nominal value of the shares. Also, as the
convertible loan notes ("CLNs") issued in July 2019 are due to
mature on 4 July, the Directors are proposing not to seek repayment
or conversion but to replace the CLNs with new notes following the
AGM, subject to shareholder approval (the "CLN Transaction").
The participation of the directors of the Company in the CLN
Transaction constitutes a related party transaction for the
purposes of AIM Rule 13. As there are no directors considered to be
independent of the transaction, the Company's nominated adviser, SP
Angel Corporate Finance LLP, considers that the terms of the
transaction are fair and reasonable insofar as the Company's
shareholders are concerned. As noted above, the CLN Transaction is
subject to approval by the Company's shareholders at the AGM.
Nigel Burton
Chairman and Non-Executive Director
29 June 2020
-S -
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.
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 +44 20 3470 0470
Nominated Adviser and Joint Broker
Stuart Gledhill
Caroline Rowe
Peterhouse Corporate Finance +44 20 7469 0930
Joint Broker
Lucy Williams
Fungai Ndoro
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Dispatch of this Document 30 June
Latest time and date for receipt of Proxy 10:30 am 22 July
Forms for AGM*
General Meeting 10:30 am 24 July
Share Reorganisation effective 6.00 p.m. 24 July
Creation of the Deferred Shares 6.00 p.m. 24 July
Admission and commencement of dealings in Ordinary 8.00 a.m. 27 July
Shares (post Share Reorganisation) on AIM
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of a Regulatory Information Service
announcement. All events listed in the above timetable following
the General Meeting are conditional on the passing of the
resolutions at the General Meeting.
References to time in this document and the Notice of General
Meeting are to British Summer Time.
* Shareholders can return their proxy forms by post, or by email
to voting@shareregistrars.uk.com (please include "Remote Monitored
Systems" and your full name in the subject line of the email).
LETTER FROM THE CHAIRMAN OF REMOTE MONITORED SYSTEMS PLC
30 June 2020
To Shareholders and, for information only, to Option Holders
Share Reorganisation
Notice of Annual General Meeting
Dear Shareholder,
1. Introduction
As a result of the public safety measures introduced in response
to the Covid-19 pandemic which were passed into law in England and
Wales on 26 March 2020, and measures relating to the conduct of
general meetings recently introduced by the Corporate Insolvency
and Governance Act, the Board is adopting a number of changes to
the traditional running of the Annual General Meeting ("AGM").
The meeting will not be held in any particular place, and
shareholders will not be entitled to attend the meeting. However,
any shareholders who have questions they would like answered in
advance of the meeting can send them to
info@remotemonitoredsystems.com and they will be responded to
promptly.
The resolutions are explained below, and are set out in the
Notice of Annual General Meeting at the end of this document.
2. Share Reorganisation
2.1. General
The nominal value of the Existing Ordinary Shares is currently
0.2 pence per share. As a matter of English law, the Company is
unable to issue Shares at an issue price which is below their
nominal value. It is therefore proposed to sub-divide the Existing
Ordinary Shares, consisting of 661,056,790 Ordinary Shares of 0.2
pence nominal value each, into 661,056,790 Ordinary Shares of 0.01
pence nominal value each ("New Ordinary Shares") and 661,056,790
deferred Shares of 0.19 pence nominal value each ("B Deferred
Shares" or "Deferred Shares"), thereby providing the Company with
greater flexibility to issue shares. As a result, the Company's
articles of association will be required to be updated to reflect
the proposed new share structure of the Company following the Share
Reorganisation.
Each New Ordinary Share resulting from the Share Reorganisation
will have the same rights (including voting and dividend rights and
rights on a return of capital) as each Existing Ordinary Share
except that they will have a nominal value of 0.01 pence each.
The B Deferred Shares will, as their name suggests, have very
limited rights which are deferred to the Ordinary Shares and will
effectively carry no value as a result. Accordingly, the holders of
the B Deferred Shares will not be entitled (unless they also hold
Ordinary Shares) to receive notice of, attend or vote at general
meetings of the Company, nor be entitled to receive any dividends
or any payment on a return of capital until at least GBP10,000,000
has been paid on each Ordinary Share. No application will be made
for the Deferred Shares to be admitted to trading on AIM.
The Company will also be given power to arrange for all the
Deferred Shares to be transferred to a custodian or to be purchased
for nominal consideration only without the prior sanction of the
holders of the Deferred Shares. No share certificates for the
Deferred Shares will be issued.
No new certificates for the Existing Ordinary Shares will be
dispatched if the Share Reorganisation becomes effective.
A request will be made to the London Stock Exchange to reflect
on AIM the sub-division of the Existing Ordinary Shares into New
Ordinary Shares of 0.01 pence each. Each Existing Ordinary Share
standing to the credit of a CREST account will be subdivided into
one New Ordinary Share of 0.01 pence and one Deferred Share of 0.19
pence at 6 p.m. on 24 July 2020.
Following the Share Reorganisation, the ISIN code for the
Ordinary Shares will remain unchanged.
2.2. Taxation
Any person who is in any doubt as to his tax position or who is
subject to tax in a jurisdiction other than the United Kingdom is
strongly recommended to consult his professional tax adviser
immediately.
3 General Meeting
Ordinary business at the AGM
Resolution 1: Company's annual accounts
The Board presents for receipt and adoption the Company's annual
accounts for the financial year ended 31 December 2019, together
with the Directors' Report and Auditors' Report on those
accounts.
Resolution 2: Re-election of Director
The Board recommends the re-election by rotation of Paul
Benedict Ryan in accordance with the Company's Articles of
Association ("Articles") and, being eligible, he offers himself for
re-election as a director.
Resolution 3: Auditors' reappointment and remuneration
This resolution relating to the auditors' re-appointment and
remuneration constitutes usual business for the AGM.
Special business at the AGM
Resolution 4: Section 551 authority
This is an ordinary resolution authorising the Directors to
allot relevant securities up to an aggregate nominal amount of
GBP2,000,000 (NB: this authority relates to the current nominal
value and will be reduced accordingly if Resolution 7 is approved).
will Such authority, unless previously revoked or varied by the
Company in a General Meeting, will expire at the commencement of
the Company's next Annual General Meeting following this meeting or
30 June 2021, whichever is the earlier.
Resolution 5: Section 570 authority and dis-application of
Section 561(1)
This is a special resolution authorising the Directors to issue
equity securities wholly for cash on a non-pre-emptive basis
pursuant to the authority conferred by resolution number 4 above.
This will allow the Board to allot shares without recourse to the
Company's shareholders so that it can move quickly from time to
time as it deems appropriate. Such authority, unless previously
revoked or varied by the Company in a General Meeting, will expire
at the commencement of the next Annual General Meeting following
this meeting or 30 June 2021, whichever is the earlier.
Resolution 6: Issue of Convertible Loan Notes and Warrants
This is an ordinary resolution authorising the Directors to
issue GBP106,000.00 12 month Convertible Loan Notes ("CLNs"), at a
conversion price 0.28p and with a 6% Payment in Kind ("PIK")
coupon, both in Ordinary Shares, and Warrants to the same value
exercisable at the conversion price, to the Directors allocated as
follows and subject always to the authorities granted under
Resolution 4 or any replacement thereof. The new CLNs replace the
existing CLNs issued on 5 July 2019. The CLN holders have all
agreed to suspend any requests for repayment, which would only
become payable should this resolution fail to be passed by
shareholders.
Director GBP
Mr Trevor Brown (Executive Director) 35,333
--------
Dr Nigel Burton (Non-Executive Chairman) 35,333
--------
Mr Paul Ryan (Non-Executive Director)* 35,334
--------
Total 106,000
--------
* Mr Ryan's participation in the CLNs is through Warande1970
bvba, a company controlled by him.
Resolution 7: Special Resolution to effect the Share
Reorganisation
This is a special resolution authorising the Directors to
sub-divide the Existing Ordinary Shares, consisting of 661,056,790
Ordinary Shares of 0.2 pence nominal value each, into 661,056,790
Ordinary Shares of 0.01 pence nominal value each and 661,056,790 B
Deferred Shares of 0.19 pence nominal value each, and to amend the
Articles of Association accordingly.
Action to be taken
Shareholders will find a form of proxy enclosed for use at the
AGM. In accordance with the provisions in the Corporate Insolvency
and Governance Act the meeting will not be held in any particular
place, therefore if you wish to cast your vote you are requested to
complete and return the form of proxy in accordance with the
instructions printed thereon as soon as possible. To be valid,
forms of proxy must be received by the Company's Registrars, Share
Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey
GU9 7DR, not later than two business days before the time appointed
for holding the General Meeting.
Shareholders can return their proxy forms by email to
voting@shareregistrars.uk.com (please include "Remote Monitored
Systems" and your full name in the subject line of the email).
You are entitled to appoint a proxy to vote instead of you. Your
attention is drawn to the notes to the forms of proxy.
Form of Proxy
A Form of Proxy for use at the AGM is enclosed. Please complete
and sign the Form of Proxy and return it to the Company's
Registrars at the address set out on page 1 above, so as to arrive
no later than 48 hours excluding non-business days before the time
fixed for the AGM (being by 10.30am on 22 July 2020). In accordance
with the provisions in the Corporate Insolvency and Governance Act
the meeting will not be held in any particular place, therefore you
will only be able to vote if you return a valid Form of Proxy as
explained above.
Board Recommendation
The Board considers that each of the Resolutions to be proposed
at the AGM are in the best interests of the Company and its
shareholders as a whole and it unanimously recommends that
shareholders vote in favour of each of them as the Board intend to
do so in respect of the Ordinary Shares held by them. Undertakings
to vote in favour of the resolution at the meetings have been
received from Shareholders holding 200,530,761 Ordinary Shares
representing approximately 30% of the current issued ordinary share
capital.
Yours faithfully
Nigel Burton
Chairman and Non-Executive Director
REMOTE MONITORED SYSTEMS PLC
Incorporated in England and Wales as a public limited company
under number 9109008
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the
"AGM") of the members of Remote Monitored Systems plc ("the
Company") will be held at 10.30am on 24 July 2020. In accordance
with the provisions in the Corporate Insolvency and Governance Act
the meeting will not be held in any particular place.
The resolutions are set out below:
Ordinary Business
To consider and, if thought fit, to pass the following
resolutions which shall be proposed as ordinary resolutions:
1. To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2019, together with the Directors'
Report and Auditors' Report on those accounts.
2. To re-elect by rotation Paul Benedict Ryan, as a Director of
the Company, in accordance with the Company's Articles of
Association ("Articles") and, being eligible, offers himself for
re-election as a director.
3. To re-appoint PKF Littlejohn LLP as auditors of the Company,
to hold office until the commencement of the Company's next Annual
General Meeting and to authorise the Directors to determine their
remuneration.
Special Business
To consider and, if thought fit, to pass the following
resolutions, of which resolutions 4, 6 and 7 will be proposed as
Ordinary Resolutions and resolution 5 will be proposed as a Special
Resolution:
4. THAT, the Directors be and are hereby generally and
unconditionally authorised for the purposes of Section 551 of the
Companies Act 2006 (the "Act") to exercise all the powers of the
Company to allot equity securities (as defined in Section 560 of
the Act) up to an aggregate nominal amount of GBP2,000,000 to such
persons and at such times and conditions as the Directors think
proper, provided that such authority, unless previously revoked or
varied by the Company in a General Meeting, shall expire at the
commencement of the Annual General Meeting next held after the
passing of this resolution or 30 June 2021 (whichever is the
earlier to occur) save that the Company may pursuant to the
authority make an offer or agreement or other arrangement before
the expiry of the authority which would or might require relevant
securities to be allotted after such expiry, and the Directors may
allot relevant securities in pursuance of such an offer or
agreement or other arrangement as if the power conferred hereby had
not expired. This authority is in substitution for all previous
authorities conferred upon the Directors pursuant to Section 551 of
the Act, but without prejudice to the allotment of any relevant
securities already made or to be made pursuant to such
authorities.
5. THAT (subject to and conditional upon the passing of
Resolution 4 above), the Directors be and are hereby empowered
pursuant to Section 570 of the Act to allot equity securities
(within the meaning of Section 560 of the Act) wholly for cash
pursuant to the general authority conferred by Resolution 4 as if
Section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to allotments of equity
securities:
(i) in connection with or pursuant to an offer by way of rights,
open offer or other pre-emptive offer to the holders of shares in
the Company and other persons entitled to participate therein in
proportion (as nearly as practicable) to their respective holdings,
subject to such exclusions or other arrangements as the Directors
may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws of any
territory or the regulations or requirements of any regulatory
authority or any stock exchange in any territory; and
(ii) otherwise than pursuant to sub-paragraph (i) above, up to
an aggregate nominal amount of GBP2,000,000;
and such power, unless previously revoked or varied by the
Company at a General Meeting, shall expire at the commencement of
the Annual General Meeting next held after the passing of this
resolution or 30 June 2020 (whichever is the earlier to occur) but
so that the Company may before such expiry make an offer or
agreement or other arrangement which would or might require equity
securities to be allotted or treasury shares to be sold after such
expiry, and the Directors may allot equity securities or sell
treasury shares in pursuance of any such offer or agreement or
other arrangement as if the power conferred by this resolution had
not expired. The power hereby conferred shall operate in
substitution for and to the exclusion of any previous power given
to the Directors pursuant to Section 570 of the Act.
6. THAT the Directors be and are hereby authorised to issue
GBP106,000.00 12 month Convertible Loan Notes, at a conversion
price 0.28p and with a 6% Payment in Kind ("PIK") coupon, both in
Ordinary Shares, and Warrants to the same value exercisable at the
conversion price, to the Directors allocated as follows and subject
always to the authorities granted under Resolution 4 or any
replacement thereof.
Director GBP
Mr Trevor Brown (Executive Director) 35,333
--------
Dr Nigel Burton (Non-Executive Chairman) 35,333
--------
Mr Paul Ryan (Non-Executive Director)* 35,334
--------
Total 106,000
--------
* Mr Ryan's participation in the CLNs is through Warande1970
bvba, a company controlled by him.
To consider and, if thought fit, to pass the following
resolution which shall be proposed as a special resolution:
7. THAT the existing articles of association of the Company be amended by:
7.1. the addition to article 2.1 of a definition of "B Deferred Shares" as follows:
"B Deferred Shares" means deferred shares of 0.19 pence each in
the capital of the Company;
7.2. the deletion of the definition of "Ordinary Shares" in
article 2.1, to be replaced as follows:
"Ordinary Shares" means ordinary shares of 0.01 pence each in
the capital of the Company: and
7.3. the deletion of article 8, to be replaced with the following new article 8:
"8. Classes and rights attached to shares
8.1 The share capital of the Company shall be divided into
Ordinary Shares, Deferred Shares, A Deferred Shares and B Deferred
Shares.
8.2 The Deferred Shares, A Deferred Shares and B Deferred Shares
shall have attached hereto, as a class, the following rights,
privileges, restrictions and conditions:
8.2.1 Dividend
The holders of Deferred Shares, A Deferred Shares and B Deferred
Shares shall have no right to receive dividends or otherwise
participate in the profits of the Company.
8.2.2 Capital
On a return of capital on liquidation or otherwise (other than
in conversion, redemption or purchase by the Company of any of its
own shares) holders of Deferred Shares, A Deferred Shares and B
Deferred Shares shall be entitled to the amount paid up or credited
as paid up on the Deferred Shares, A Deferred Shares or B Deferred
Shares, pro rata to their holdings of Deferred Shares, A Deferred
Shares or B Deferred Shares, to be paid out of the assets of the
Company available for distribution among the members after payment
to the holders of Ordinary Shares of the amounts paid up thereon
and of the sum of GBP10,000,000 on each Ordinary Share. The holders
of the Deferred Shares, A Deferred Shares or B Deferred Shares
shall not be entitled to any other or further right to participate
in the assets of the Company.
8.2.3 Voting and attendance at general meetings
The holders of Deferred Shares, A Deferred Shares or B Deferred
Shares shall have no right to receive notice of, or attend and vote
at, any general meeting of the Company.
8.2.4 Transfers, Authorities
Each holder of Deferred Shares, A Deferred Shares or B Deferred
Shares shall be deemed irrevocably to have authorised the Company
at any time to appoint a person or persons to execute on behalf of
such holder an agreement in respect of the transfer of such shares
to such person including without limitation the Company as the
Company may designate, and/or to purchase the same itself in
accordance with applicable laws in either such case for an
aggregate consideration of GBP0.00001 per share without obtaining
the sanction or consent of such holder and upon terms that any such
consideration not exceeding GBP2.50 in respect of any holding of
Deferred Shares, A Deferred Shares or B Deferred Shares may be paid
to and/or retained for the benefit of the Company, and to execute
or sign on behalf of such holder such other documents as may be
necessary or appropriate to give effect to the foregoing
provisions; and pending such transfer or purchase the Company may
refrain from issuing any certificate in respect of such of Deferred
Shares, A Deferred Shares and B Deferred Shares.
8.3 Subject to the Statutes and without prejudice to any rights
attached to any existing shares, any share may be issued with such
rights or restrictions as the Company may by ordinary resolution
determine (or, in the absence of such determination or in so far as
such ordinary resolution does not make specific provision, as the
Board may determine).
8.4 The liability of members of the Company is limited to the
amount, if any, unpaid on the shares in the Company held by
them."
BY ORDER OF THE BOARD
CARGIL MANAGEMENT SERVICES LIMITED
Company Secretary
30 June 2020
Registered Office: 27-28 Eastcastle Street
London
W1W 8DH
NOTES:
1. A member normally entitled to attend, speak and vote at the
AGM is entitled to appoint a proxy to vote on his/her behalf. A
proxy need not be a member of the Company.
2. Forms of proxy, together with any power of attorney or other
authority under which it is executed or a notarially certified copy
thereof, must be completed and, to be valid, must reach the
Company's Registrars at Share Registrars Limited, The Courtyard, 17
West Street, Farnham, Surrey GU9 7DR not less than 48 hours not
including non-business days before the time appointed for the
holding of the meeting.
3. If the appointer is a corporation, the form of proxy must be
under its common seal or under the hand of an officer or attorney
duly authorised.
4. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the vote of the other registered holder(s) and for
this purpose seniority shall be determined by the order in which
the names stand in the register of members.
5. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 (SI 2001/3755) Reg. 41(1) and (2) and paragraph 18
(c) The Companies Act 2006 (Consequential Amendments)
(Uncertificated Securities) Order 2009, only those shareholders on
the Register of Members at 48 hours not including non-business days
before the time appointed for the holding of the meeting shall be
entitled to vote in respect of the number of shares registered in
their names at that time. If the meeting is adjourned by more than
48 hours, then to be so entitled, a shareholder must be entered on
the Company's Register of Members at the time which is 48 hours
excluding non-business days before the time appointed for holding
the adjourned meeting or, if the Company gives notice of the
adjourned meeting, at the time specified in that notice.
6. To appoint more than one proxy, you may photocopy the form of
proxy. Please indicate the proxy holder's name and the number of
shares in relation to which they are authorised to act as your
proxy (which in aggregate shall not exceed the number of shares
held by you). Please also indicate if the proxy is part of a
multiple set of instructions being given. All forms must be signed
and should be returned together in the same envelope. A failure to
specify the number of shares each proxy appointment relates to or
specifying a number in excess of those held by you, may result in
the appointment being invalid. If you do not have a proxy form and
believe that you should have one, or if you require additional
forms, please contact the Company's registrar.
7. As at the close of business on 29 June 2020, the Company's
issued share capital comprised 661,056,790 ordinary shares of 0.2p
each. Each ordinary share carries the right to one vote at a
general meeting of the Company, and therefore the total number of
voting rights in the Company as at the time and date given above is
661,056,790.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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