Conditional Sale of Pharm 2 Farm Limited holding
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.
21 August 2020
Braveheart Investment Group plc
("Braveheart" or "the Group")
Conditional Sale of Pharm 2 Farm Limited holding to Remote Monitored Systems plc
Braveheart Investment Group (AIM: BRH), is pleased to announce the conditional sale of its 51.72% holding in Pharm 2 Farm Limited ("P2F") to Remote Monitored Systems plc ("RMS") for a consideration of 310,354,815 new Ordinary Shares of 0.2p each in RMS ("RMS Shares") ("Consideration Shares") ("P2F Sale"). When taken together with Braveheart's current holding of 199,637,990 RMS Shares, on completion Braveheart will hold 509,990,405 RMS Shares, representing 37.12 per cent of the enlarged share capital of RMS.
The P2F sale is conditional, among other things, on the Takeover Panel granting a waiver of the Rule 9 obligations arising out of the P2F Sale and the independent shareholders of RMS approving the whitewash of Braveheart's Rule 9 obligations at a general meeting. The P2F Sale is also conditional on the completion of the simultaneous sale of the 48.38% holding held by Dr Gareth Cave. At the closing mid-market price of a RMS Share on 20 August 2020 of 0.38p per share, the Consideration Shares have a value of approximately £1.18 million, which compares to a book value of £356,000 at 31 March 2020.
It is intended that upon completion of the P2F Sale, RMS, Braveheart, Dr Cave and SP Angel Corporate Finance LLP, as the RMS's nominated adviser, will enter into a relationship agreement.
The directors of Braveheart believe that by combining the two shareholdings of P2F in RMS, and thereafter retaining a significant interest in RMS, the business prospects for P2F can be more rapidly exploited and resourced thus enabling Braveheart to continue having an economic interest in P2F without the continuing requirement to fund P2F. The directors of Braveheart intend to retain the RMS Consideration Shares for the foreseeable future.
P2F uses a patented process for producing and functionalising nanoparticles for various applications including human, animal and crop health. Nanoparticles produced using P2F's patented process has been proven in several applications from medical resonance imaging, improving the yield and nutrition content of potatoes, chilli, basil to improving the bioavailability of key nutrients in the human gastrointestinal tract. Since Braveheart acquired an interest in P2F, the team have moved into a new facility in MediCity Nottingham and more than doubled the nanoparticle production capacity. In the short term, P2F's strategy focuses on two markets:
1. Crop nutrition: P2F has already received orders from key distributors in the UK and South Korea for its unique crop nutrition products. P2F is specifically targeting the growing global hydroponics market where its water-soluble nutrients with high bioavailability have a clear competitive advantage.
2. Anti-viral Face Mask : In response to COVID-19 P2F is developing a nanotechnology enabled anti-viral face mask. The project commenced in June 2020 and a prototype is expected before the end of the year.
A further announcement will be made in due course.
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