Management Resource Solution Plc
Completion of Acquisition of Assets from SubZero Group Limited
30 September 2016
Further to the announcement of 11 August 2016, Management Resource Solutions Plc (“MRS” or “Company”) is pleased to announce that it has completed the acquisition of various assets from SubZero Group Limited (“SZG”) (“the Acquisition”).
An element of the consideration payable for the Acquisition is to be settled by the issue of 7,596,967 new ordinary shares of €0.01 each in the Company (“Consideration Shares”). However, as a result of the issues of equity since the Annual General Meeting of the Company held on 29 December 2015, the Company does not currently have the authority to allot the Consideration Shares and so will shortly be sending to shareholders a notice of general meeting (“General Meeting”) at which resolutions will be proposed to grant the directors new authority to allot shares, which will remain valid until the next Annual General Meeting.
The receivers of SZG have agreed to completion of the Acquisition in advance of the Consideration Shares being issued in return for the issue being secured by SCOPN Pty Ltd (“SCOPN”), a company connected to Paul Morffew, chief executive of MRS. Mr Morffew has agreed that, in the event that the Company fails to allot the Consideration Shares immediately following the General Meeting, SZG can call upon him to transfer, for nil consideration, 7,596,967 shares in the Company held by SCOPN. If this security were enforced SCOPN has a matching agreement with the Company that it will issue to it an equivalent number of shares at the next possible opportunity, subject to shareholder approval at the General Meeting. The net effect of these arrangements, if enforced, is the same as if the Company issued the Consideration Shares directly to SZG.
In addition, the Company has agreed to issue 228,571 new ordinary shares to Align Research as payment for a research note published on the Company on 13 September 2016 (“Research Shares”) and the issue of these shares is also subject to the passing of the resolutions at the General Meeting
Application will be made for the Consideration Shares and Research Shares to be admitted to trading on AIM with effect from the business day immediately following the General Meeting.
Following the Admission of the Consideration Shares and Research Shares there will be a total of 70,838,298 ordinary shares of €0.01 each in issue with each share carrying the right of one vote. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
For further information:
Management Resource Solutions PLC c/o FTI +44 (0)20 3727 1000
Paul Morffew, Chief Executive
Timothy Jones, Finance Director
Northland Capital Partners Limited +44 (0)203 861 6625
(Nominated Adviser and Joint Broker)
Peterhouse Corporate Finance Limited +44 (0)20 7469 0932
FTI Consulting +44 (0)20 3727 1000
MRS provides project, quality, environmental and health & safety management services to some of the largest companies and projects across Australia, Oceania and Southeast Asia. MRS is a sector specialist in the construction, engineering, civil engineering, petrochemical and coal seam gas sectors. MRS sources its contractors from a database of over 23,000 professionals around the globe, allowing it to react quickly and fully to client requirements.