Remote Monitored Systems (LON:RMS) today announced that it has acquired Cloudveil Limited pursuant to its previously stated strategy to build upon RMS’s existing data analytics, remote monitoring and surveillance capabilities. Cloudveil is an intelligence services and security risk management business.
Trevor Brown executive director of RMS said “The Board has continued to seek relevant acquisition opportunities to create shareholder value and extend the application of our existing technologies to adjacent relevant areas. The acquisition of Cloudveil meets these aims perfectly.”
The acquisition has been effected via a share exchange of new Ordinary Shares in the Company based upon the 60-day weighted average share price up to 24th September 2019, of 0.5845p per share. The consideration amounts to 22,241,231 new Ordinary Shares in the Company (“Consideration Shares”) in exchange for the total issued and to be issued share capital of Cloudveil (the “Acquisition”). The Acquisition is expected to be cash neutral to RMS in this financial year, and the Consideration Shares are subject to lock in and orderly market arrangements for 9 months and a subsequent 15 months respectively.
The Company intends to develop this new Intelligence and Security division, working with the established Cloudveil team, in combination with our existing remote monitoring technologies. The Cloudveil team has already established relationships with potential blue chip clients such as ArcelorMittal, governments and governmental agencies, defence forces and agencies in Afghanistan, Iraq and other locations in the Middle East. Cloudveil has its own management information platform, IRIS, that provides mass communication, incident management, reporting, threat risk assessment and performance monitoring from a single source.
Geocurve has recently secured a contract to conduct surveying and data analytics in a location in Saudi Arabia. The acquisition of Cloudveil is expected to improve access to such opportunities.
During the 9 months ended 31 August 2019, Cloudveil had unaudited profit before tax of approximately £47,400. Cloudveil has minimal assets.
Details of the Consideration Shares
Application will be made for the Consideration Shares, which will rank pari passu with the existing ordinary shares in the Company, to be admitted to trading on AIM (“Admission”). It is expected that Admission will become effective and dealings will commence at 8:00 a.m. on or around 3rd October 2019.
Total Voting Rights
Following Admission, the total issued share capital of the Company will consist of 429,656,790 ordinary shares of 0.2p each in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 429,656,790.
The above figure of 429,656,790 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.