Remote Monitored Systems to acquire 100% of Pharm2Farm Limited

Remote Monitored Systems plc (LON:RMS) has announce that further to the announcement of 17 July 2020, it has signed a binding Share Purchase Agreement for the acquisition of 100% of the share capital of Pharm2Farm Limited. Completion of the Acquisition is subject to regulatory and RMS shareholder approval.  The Acquisition will be satisfied by the issue of 600,000,000 new ordinary shares of 0.01 pence each in the capital of the Company, equating to approximately £2,370,000 based on RMS’s closing share price on 20 August 2020.

The vendors of P2F are Braveheart Investment Group plc (51.72%) and Dr. Gareth Cave, the founder of P2F (48.28%) who will receive 310,354,815 and 289,645,185 Consideration Shares respectively. On completion of the Acquisition, Braveheart will hold 509,992,405 ordinary shares, representing 37.12% of the enlarged share capital of the Company. Dr. Gareth Cave will own 21.08% of the enlarged share capital of the Company.

The Vendors are presumed to be acting in concert and as they will own more than 50%, and Braveheart will own more than 30%, of RMS on completion of the Acquisition, the Acquisition is conditional upon a waiver being granted by the UK Panel on Takeovers and Mergers (the “Panel”) from the obligation of Braveheart and the Vendor concert party, to make a mandatory offer for the Company under Rule 9 of the City Code.  Such waiver, if granted, will be subject to the Company obtaining approval of independent shareholders of RMS at a General Meeting. 

It is also intended that upon completion of the Acquisition, the Company, the Vendors and SP Angel Corporate Finance LLP, as the Company’s nominated adviser, enter into a relationship agreement.

A circular setting out further details of the Acquisition, the relationship agreement and the Rule 9 Waiver (including details in respect of any other parties deemed to be acting in concert with the Vendors), and giving notice of the General Meeting to approve these proposals will be sent to the Company’s shareholders as soon as reasonably practicable.

Related Party Transaction

Braveheart, as a substantial shareholder of the Company, is considered to be a “related party” as defined under the AIM Rules and accordingly, the proposed purchase of Braveheart’s shareholding in P2F as part of the Acquisition, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

The Directors independent of the Acquisition, being Paul Ryan (Non‐Executive Chairman) and John Richardson (Chief Operating Officer) consider, having consulted with the Company’s nominated adviser, that the terms of the Acquisition are fair and reasonable insofar as the Company’s shareholders are concerned.

A further announcement will be made in due course.

About Pharm2Farm

Pharm2farm uses a patented process for producing and functionalising nanoparticles for various applications including human, animal and crop health. Since, Braveheart Investment Group acquired an interest in Pharm2Farm, the team has moved into a new facility in MediCity Nottingham and more than doubled nanoparticle production capacity. Pharm2Farm’s strategy is focused on two markets:

Crop nutrition: Pharm2Farm has already received orders from key distributors in the UK and South Korea for its unique crop nutrition products. Pharm2Farm is specifically targeting the growing global hydroponics market where its water-soluble nutrients with high bioavailability have a clear competitive advantage. A number of trials are underway to explore further applications of Pharm2Farm formulations

Anti-viral Face Mask: Pharm2Farm is developing a nanotechnology enabled anti-viral face mask. Proof of concept and the design of a prototype is currently underway and expected to be completed by the end of the year. Once proven, Pharm2Farm will commence the commercial manufacture of masks in the UK.

P2F had unaudited revenues of £11,979 and profit of £4,292 for the seven month period ending 31 March 2020.

Remote Monitored Systems considers that the opportunity to acquire and unite the two shareholdings of P2F, a business operating in two vital sectors and on the brink of near term growth, will lead to significant enhancement of shareholder value for RMS shareholders.

Click to view all articles for the EPIC:
Or click to view the full company profile:
Facebook
Twitter
LinkedIn
Remote Monitored Systems Plc

More articles like this

Remote Monitored Systems Plc

Optimising nutrition

Since records began in the 1940’s, the nutritional value of the UK’s and worldwide crops has diminished dramatically. Many of the intensively grown foods produced can no longer be regarded to be ‘as healthy’ because they

Remote Monitored Systems Plc

GyroMetric for nuclear power stations and petrochemical plants

Protection of expensive capital equipment and improving reliability are crucial objectives for Power Generation and energy supply For these safety critical sites, GyroMetric systems’ advanced features such as self-calibration and self-checking improve safety. They will also

Remote Monitored Systems Plc

GyroMetrics Systems: Tried, tested, and approved

GyroMetrics Systems have now been installed in some of the most demanding applications imaginable such as Tugs and Cruise Liners. Reliability and consistency are proven, and it has been tested to the highest standards of International

Remote Monitored Systems Plc

Remote Monitored Systems Gyrometric development

Remote Monitored Systems plc (LON:RMS) Gyrometric Systems has successfully demonstrated proof of concept for a new single sensor torsional vibration monitor. TVM is a digital, portable contactless device. Being digital we believe, this device is more

Remote Monitored Systems Plc

Gearbox monitoring

The IME is a very suitable device for gearbox monitoring. Ideally an IME is fitted to both the input shaft and the output shaft. The IMEs monitor the condition of the bearings on the shafts they

Remote Monitored Systems Plc

Global security improvement programme

Cloudveil was the appointed consultancy for the Global Security Improvement Programme for the worlds leading integrated steel and mining company. Working with a variety of stakeholders towards improving the maturity of the Global Security Function. Following a review of the Global Security

Remote Monitored Systems Plc

Monitoring of torsional vibrations

Monitoring of Torsional Vibrations can be a very successful way to detect problems in drive systems and gearboxes such as bearing failure. Using an IME encoder, it is possible from a single device to track bearing

Remote Monitored Systems Plc

Gyrometric: a new generation of shaft monitoring

Gyrometric Systems Ltd develops and manufactures monitoring equipment for rotating shafts. The company is active in marine drives where many installations have been operating reliably for many years. More recently Gyrometric has moved into monitoring wind

Remote Monitored Systems Plc

Diligence is the mother of good fortune

Red Flag – A Revealing First look An initial desktop research-based Due Diligence review aimed at an early detection of key risks and to give insight to Anti-Money Laundering and Know Your Customer compliance. A Red Flag

Remote Monitored Systems Plc

GyroMetric for manufacturing

FEATURES Simple warning indication with interrogation for diagnostics Protects shaft couplings and drive elements from overloads Digital measurement system All events where parameters exceed preset limits are logged on removable media Fault condition diagnosis IACS Certified

Remote Monitored Systems Plc

Axial measurement system for rotating shafts

Gyrometric has the world’s leading technology for measuring radial run out, radial vibration, torsional vibration and torque in rotating shafts. The technology is entirely digital and stable over time. To add to that capability an entirely

Remote Monitored Systems Plc

GyroMetric proven in extremes of maritime use

The marine drive specification of a busy modern harbour tug and a luxury cruise liner could hardly be more different but the commercial consequences of a gearbox failure can be catastrophic in either case. GyroMetric electronic

Remote Monitored Systems Plc

GyroMetric for power generation and energy supply

GyroMetric systems are developing tailored monitoring solutions for wind turbines, one of the fastest growing sectors in the low carbon economy. Gearbox failures are common and the cause of the largest cost of wind turbine failure.

Remote Monitored Systems Plc

Security and Risk Management

Backed by a team of experienced professionals, Cloudveils’ strategic services meet the needs of all types and sizes of clients and deliver lasting changes with measurable performance. Within Programme Development they focus on the fundamental elements