LONDON, UK: Braveheart Investment Group and Remote Monitored Systems (RMS) have on 08 June 2021 entered into a share purchase agreement (SPA) with the founders of Gyrometric Systems Limited, being David Orton, Dr Paul Orton and Dr Janet Poliakoff for the return of control of Gyrometric to the founders.
Under the terms of SPA, the existing shareholders’ agreement between the Founders, Braveheart and RMS will be terminated, there will be a reorganisation of the share ownership of Gyrometric and both RMS and Braveheart will write off their existing loans to Gyrometric, of which Braveheart’s loan totals £39,200.
Following the Reorganisation, the Founders will have a 75.1% interest in Gyrometric and Anthony Ferguson, a non-executive director, will retain 3.47%. Braveheart’s current 19.5% interest in Gyrometric will reduce to 6.43% following the Reorganisation and RMS’s interest will reduce to 15%.
The termination of the shareholders’ agreement and the Reorganisation is conditional on the approval of shareholders of RMS at a general meeting of RMS, which it will be convening shortly to be held in early July. Further announcements will be made at the appropriate time.
The book value of Braveheart’s investment in Gyrometric, including the loans, as at 30 September 2020 was £0.2 million and, given the situation, this is expected to be written down to £1 in the Company’s accounts to 31 March 2021 should RMS’s shareholders vote in favour of the resolution at its general meeting.
The Directors of Braveheart consider that Gyrometric has some world class technology and a number of potential opportunities exist to exploit this intellectual property. However, it would have required a significant investment over the next 12 months to take advantage of these opportunities. As a consequence, the Boards of Braveheart and RMS have reluctantly concluded that the best approach is to return control of Gyrometric to its Founders and to retain a minority interest.
Trevor Brown, CEO, commented: “The decision to enter into the SPA was not instigated by Braveheart, however, as a minority shareholder we were limited in our ability to effect an alternative arrangement.”