Remote Monitored Systems PLC Proposed disposal of Geocurve and Notice of GM (3900X)

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)        [phone] 
 Nigel Burton (Non-Executive Chairman)    [phone] 
 
 SP Angel Corporate Finance LLP 
 Nominated Adviser and Joint Broker        [phone] 
 Stuart Gledhill 
 Jeff Keating 
 Caroline Rowe 
 
 Peterhouse Capital Limited 
 Joint Broker                             [phone] 
 Lucy Williams 
 

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December 19, 2019 02:00 ET (07:00 GMT)