Additional Placing

RNS Number : 6544C
Management Resource Solutions PLC
19 April 2017

Additional Placing

Further to the announcement made on 10 April 2017, the board of MRS is pleased to announce that, following further demand from new and existing investors, Peterhouse Corporate Finance has raised an additional £500,000, before expenses, on behalf of the Company, by way of a placing of 10,000,000 new ordinary shares (“New Ordinary Shares”) at a price of 5p per share (the “Placing”).


Results of Placing

RNS Number : 1203C
Management Resource Solutions PLC
10 April 2017

Results of Placing

The Company is pleased to announce the successful completion of the planned Placing announced earlier today.

A total of 60,000,000 Placing Shares have been placed at a price of 5 pence per Share. The Placing, which is subject inter alia to the passing of the Resolutions at a General Meeting being convened at 10.00 a.m. (UK time) on 27 April 2017, is raising £3 million (before expenses) for the Company.

Accordingly, the Company is sending a circular to shareholders today setting out further details of the Placing and convening a general meeting to provide the Directors with the necessary authority to allot and issue the Placing Shares and certain other Shares and securities convertible into Shares.

The Placing is conditional inter alia upon the following condition precedents being satisfied:

•        the passing of the necessary Resolutions by the Shareholders at the General Meeting to be held on 27 April 2017;

•        the suspension of trading in the Shares being lifted;

•        the Group’s senior lender confirming to the Company that the Group’s facilities are all operating within arrangements, that no breach notices have been issued and the senior lender has waived its covenant test for the quarter ending 31 March 2017 and that, subject to payment of not less than A$500,000 outstanding under the Group’s temporary overdraft facility the balance of A$600,000 will be extended and/or amortised for (or over) a period of not less than 12 months to 31 March 2018; and

•        Admission of the Placing Shares,

in each case, on or before 5.00 p.m. on 28 April 2017.

Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company’s announcement of the Placing released via RNS earlier today.

Application will be made to AIM for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction of the other conditions to the Placing, it is anticipated that the suspension of the trading of the Shares on AIM will be lifted on or around 7.30 a.m. and Admission will occur on or around 8.00 a.m. in each case on 28 April 2017.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”).


Planned Placing

RNS Number : 1115C
Management Resource Solutions PLC
10 April 2017
Planned Placing at 5 pence per Share to raise £3m

Board changes
Notice of General Meeting
10 April 2017

1.       Introduction

The Company today announces plans to launch a conditional placing of 60 million new Shares at a placing price of 5 pence per Placing Share, to raise £3 million (before expenses). Completion of the Placing will be conditional inter alia on the approval of the Company’s Shareholders and other conditions precedent as explained below. Accordingly, the Company will be seeking the approval of Shareholders at a General Meeting to provide the Directors with authority to allot and issue the Placing Shares.

In addition, the Company is announcing various changes to its Board, with the appointment of John Zorbas as the Company’s new Non-Executive Chairman, and the appointments of each of Nigel Burton and Trevor Brown as additional Non-Executive Directors. The appointments of Mr Zorbas, Dr. Burton and Mr Brown are conditions of the Placing proceeding. Mr Zorbas is the CEO and a shareholder of URU Metals Limited, which is an existing Shareholder and an intended participant in the Placing. In addition, Chris Berkefeld has resigned as a Director of the Company. The Board thanks Mr Berkefeld for his contribution to the Company. Further details of the new Directors are set out in paragraph 4 below.

As explained in paragraph 7 below, the Placing will be conditional inter alia on the passing of both of the Resolutions by Shareholders at the General Meeting. If both of the Resolutions to authorise the Placing are not passed at the General Meeting and the Placing does not complete, the admission of the Company’s Shares to AIM will be cancelled and the Company will be forced to seek alternative sources of potential funding which may or may not be on similar commercial terms and may or may not be obtainable on a timely basis or at all. If any such alternative sources of potential funding are not available in an extremely short time frame, it is highly likely that the Company or some or all of its operations will be forced into administration.

The Placing and the changes to the Company’s Board are supported by the Company’s former Chief Executive Officer, Paul Morffew, who together with his wife, Santina Morffew, and SCOPN Pty Ltd, a company owned by Santina Morffew, has irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting, as described in paragraph 8 below.

2.       Background to and Reasons for the Placing

The Company announced on 27 October 2016 that, whilst preparing its consolidated accounts for the year ended 30 June 2016, the audit process revealed a number of operational and financial matters that required further review. The Company requested that its Shares be suspended from trading on AIM with immediate effect pending clarification of its financial position.

Internal investigations revealed that there were significant shortcomings in the Group’s contracts with PEAL in Papua New Guinea and with Aiotec in New South Wales. Following legal advice, the Company put these contracts into dispute immediately and ceased all work, thus eliminating a significant ongoing cash drain on the Group. In addition, the Directors were made aware that certain of the funds raised in August 2016 to finance the acquisition of SubZero (now MRS Services Group) were not applied to MRS Services Group’s working capital as anticipated. Both factors resulted in a cash constraint and to cover losses in these contracts a provision of A$6.6m was included in the audited consolidated accounts of the Company to 30 June 2016 which were published on 30 March 2017.

The Company ceased work on the PEAL and Aiotec contracts, which resulted in the closure of the consulting business and enabled savings of approximately A$1.5m. MRS PNG Limited and MRS Guernsey Limited, two of the Company’s subsidiaries, were placed into voluntary liquidation in December 2016 and Management Resource Solutions Pty Ltd, an Australian subsidiary of the Company, was placed into voluntary administration with effect from 7 February 2017.

Since the announcement of 27 October 2016, Paul Morffew ceased to be Chief Executive Officer and was replaced by Joe Clayton, and Murray d’Almeida stepped down and was replaced as Chairman by Christopher Berkefeld, who has since resigned and has now been replaced by John Zorbas.

Following the completion of the FY16 audited accounts and the H1 management accounts for FY17, the Company has found no fraudulent activity, misappropriation of funds or gross misconduct by the former CEO, Paul Morffew, and will not be pursuing these or other matters any further.

As a consequence of these contractual issues and cash constraints the Company now urgently requires additional funding. Accordingly, the Company plans to raise conditionally £3m (before expenses) by the Placing of the Placing Shares to certain investors at 5 pence per Placing Share.


Withdrawal of Requisition

RNS Number : 4980B
Management Resource Solutions PLC
04 April 2017
Withdrawal of Requisition

MRS announces that it has received notice to withdraw the requisition of a General Meeting which was announced on 13 March 2017. Accordingly the General Meeting will not be convened.

 The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.


Update on financing and suspension

RNS Number : 4480A
Management Resource Solutions PLC
24 March 2017
Update on financing and suspension

The Board of Management Resource Solutions Plc announces that it is currently considering all funding options for the business to strengthen its balance sheet.

A fundraising is urgently required to ensure the continued solvency of the group and the continued support of its lending institutions as will be reflected in the audit report and the accounts currently being finalised.

 Furthermore, the lifting of the suspension in trading is conditional, inter alia, upon:

·     A successful fundraising;

·     Release of the FY16 Audited Accounts; and

·     Release of the interim H1FY17 Accounts.

 The Board emphasises that it currently has no authority to issue shares and so any equity fundraising would be conditional on the necessary shareholder approvals being granted at a general meeting. Any debt fundraising would require the approval of the Company’s lenders.

Shareholders should be aware that if a fundraising is not concluded and suspension in trading of the Company’s shares is not lifted, by 28 April 2017, its AIM listing will be cancelled.

It should be emphasised that there is no guarantee that a fundraising will be held and the form that a fundraising might take or, if held, that any fundraising will be successful, or that the suspension in the Company’s shares will be lifted. 

Further announcements will be made as and when appropriate.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.


Directorate Changes 17 Mar 2017

RNS Number : 7490Z
Management Resource Solutions PLC
17 March 2017

Management Resource Solutions Plc
Directorate Changes

The board of Management Resource Solutions Plc (“MRS” or “Company”) announces that Murray Howard d’Almeida has resigned from the board with immediate effect.  Mr d’Almeida has served as Chairman of the Board since August 2012.  He led the Company through the AIM listing process in December 2014 and throughout his tenure his experience and judgement have been invaluable to his colleagues, especially in recent turbulent times.  The Board warmly thanks him for his contribution and is pleased to report that he has agreed to continue to advise the Company on a consultancy basis.

In the light of Mr d’Almeida’s resignation, the proposed resolution for his removal as a director will not be put to the General Meeting scheduled to take place today.

The Board also announces that Christopher John Berkefeld, who was a member of the Board from February to December 2016, has been re-appointed with immediate effect and succeeds Murray d’Almeida in the role of Chairman.  Chris’s background is in industrial, waste and mining services in Australia along with engineering and heavy transportation services in Europe and Asia.  He was with services company Brambles for 25 years and ran the waste management and industrial services businesses until their sale to a private equity group in 2006.

Commenting on his appointment, Mr Berkefeld, said:  “I am delighted to join the Board of MRS and along with Joe Clayton and the Team to lead the Company within the buoyant industrial markets that the Company operates with-in.  With the difficulties of recent times soon behind us we can settle down to develop the opportunities readily available to us.”


Requisition of General Meeting 14 Mar 2017

RNS Number : 3170Z
Management Resource Solutions PLC
13 March 2017

Management Resource Solutions plc
Requisition of General Meeting

Management Resource Solutions plc (“MRS” or “Company”) announces that on 13 March 2017 it received a requisition in accordance with the Companies Act 2006 of a general meeting from SCOPN Pty Ltd, a company controlled by Santina Morffew, the wife of the former CEO of MRS, Mr Paul Morffew.

 The requisition requires that the Company put to shareholders resolutions:

  • THAT Nigel Burton be and hereby is appointed as a Director on the Board of Directors of the Company who shall hold office up to the date of the ensuing Annual General Meeting of the Company.
  • THAT Trevor Brown be and hereby is appointed as a Director on the Board of Directors of the Company who shall hold office up to the date of the ensuing Annual General Meeting of the Company.
  • THAT any Director appointed between the date of this requisition and the date on which the shareholder general meeting to consider the resolutions set out herein is convened, be removed as a Director of the Company with immediate effect.

A circular to shareholders convening this general meeting, containing full details of the resolutions proposed by Mrs Morffew and the directors’ recommendation in respect of them, will be published in due course.