Acquisition of Cloudveil Limited

RNS Number : 9793N

Remote Monitored Systems PLC

27 September 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.

27 September 2019

Remote Monitored Systems plc

("Remote Monitored Systems", the "Company" or the "Group")

Acquisition of Cloudveil Limited

Remote Monitored Systems Plc ("RMS" or the "Company") is pleased to announce that it has acquired Cloudveil Limited ("Cloudveil") 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.

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.

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."

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 3^rd 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.

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 Corporate Finance
Joint Broker	[phone]
Lucy Williams
Fungai Ndoro

About Cloudveil

Cloudveil was founded in 2017 by Hugo Gillum-Webb and Jonathan Thomas as a risk management consultancy. Hugo has 25 years of wide-ranging experience in the commercial security sector. Hugo's career has centred upon the planning, mobilisation and development of large scale projects involving the provision of security, risk management and intelligence services to organisations with complex risk profiles. Jonathan is an operations specialist with wide ranging, high level security and risk management experience. Jonathan served for fourteen years in the UK Armed Forces, initially with the Royal Marines prior to service with UK Special Forces, SAS (R) in support of the UK Secret Intelligence Service.

Cloudveil has two main operational activities: Intelligence Services and Security Risk Management:

Intelligence Services

Comprising Due Diligence, as pre-transaction or pro-active research and reporting, and Investigations, which are conducted post-transaction, or as a reactive measure.

In either case, the services are designed to enable clients to make informed decisions about the jurisdictions, companies and people with whom they work or are seeking to engage. In addition, they seek to minimise risk, reputational damage and operational impact on business. The Cloudveil team pride themselves on creativity in gaining access to well-placed human sources to provide clients with the most relevant and current intelligence.

Security Risk Management

Cloudveil's Security Risk Management Practice covers four main areas: Programme Development, Risk and Resilience Measures, Learning and Development and Management Information.

Each area compliments the others to optimise the level of protection for clients. Cloudveil's approach is always to embed systems, measures and initiatives within the client's Security Risk Management programme enabling it to operate effectively, without the need for continuing input from consultants or other external sources. Cloudveil acknowledges that self-sufficiency is critical to resilience and reflects this in its product delivery.

Programme Development

Cloudveil assists clients in developing and optimising their risk and security strategies. Typically, this covers planning, organisation, stakeholder engagement, threat risk assessment, policies, standards and objectives.

Risk and Resilience Measures

Cloudveil implements a wide variety of practical Risk and Resilience Measures, all bespoke to client objectives, generally subsequent to the completion of a Programme Development project. This helps to ensure that the measures adopted align properly with client objectives and policy and can be performance managed to ensure their efficacy.

Learning and Development

The value of Learning and Development as part of a risk and resilience platform cannot be overestimated. Cloudveil designs individual, targeted programmes to provide appropriate guidance on the use and value of security and risk initiatives. This drives performance, enables succession planning and is a motivating force within an organisation's security community.

Management Information

Cloudveil operates its own, web-based Management Information platform: IRIS. IRIS provides mass communication, incident management, reporting, threat risk assessment and performance monitoring from a single source.

Cloudveil was founded in 2017 by Hugo Gillum-Webb and Jonathan Thomas as a risk management consultancy. In addition to Hugo and Jonathan, Cloudveil's key associates include Emily O'Mahony, Head of Learning and Development.

 

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