24th Dec 2020 09:49
(Alliance News) - Remote Monitored Systems is set to hold a virtual meeting on Thursday to address issues which culminated in 18% shareholder Gareth Cave announcing his intention to requisition a general meeting to replace the board.
In August, Braveheart Investment Group PLC sold its 52% stake in Pharm 2 Farm Ltd to Remote Monitored Systems. As part of the transaction, Remote Monitored Systems issued 289.6 million shares to P2F Founder Gareth Cave, giving him a 17.7% stake.
P2F uses a patented process for producing and functionalising nanoparticles for various applications including human, animal and crop health.
On Monday, Cave announced his intention to vote against issue of warrants to participants of Remote Monitored Systems' December placing, which raised GBP5 million, as he announced plans to lodge a requisition for a general meeting to "consider board changes to improve corporate governance". He said he had support from shareholders representing another 18.7% of the company.
On Wednesday, Remote Monitored Systems noted concerns by shareholders regarding the scale of the placing as well as concerns about potential dilution that may result from the future exercise of the warrants being issued to placees. In response, it said it will engage with placees in order to seek to restructure the warrants with the intention of reducing the potential dilution to existing shareholders.
Remote Monitored Systems also said it believes comments made by Cave on social media were in breach of the relationship agreement entered into at the time of the company's acquisition of Pharm 2 Farm.
"The company is taking legal advice in respect of these matters and intends to respond very robustly, including pursuing those publishing defamatory information about the RMS board and notifying the police where appropriate," it added.
In response, Cave said Remote Monitored Systems made no formal announcement prior to admission of the placing shares that there was growing shareholder opposition to the issue of warrants, adding the company also has made unfounded allegations about him which he refutes and over which he is taking legal advice.
Cave added he will requisition a general meeting to remove the existing directors and to appoint a new board with "proper independent board oversight."
"I am disappointed that despite constructive discussions with RMS's advisers [Tuesday], the board of RMS has chosen to ride roughshod over shareholders' concerns. I believe that these would now be best satisfied by the cancellation of the warrants in their current form and comprehensive board changes which will allow myself and the Pharm 2 Farm team to concentrate on the many commercial opportunities presenting themselves," Cave said on Wednesday.
On Thursday, Cave said Remote Monitored Systems' advisers SP Angel Corporate Finance LLP have organised a virtual meeting to enable Alex Vergopoulos and Egremont Capital Ltd to speak with the board, noting that constructive discussions are now taking place between the parties.
Shares in Remote Monitored were trading 6.7% higher at 1.30 pence each on Thursday morning in London, giving it a market capitalisation of GBP20.6 million.
By Ife Taiwo; [email protected]
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