Management Resource Solutions PLC Completion of Acquisition of SubZero Assets (3040L)
30 September 2016 - 5:00PM
UK Regulatory
TIDMMRS
RNS Number : 3040L
Management Resource Solutions PLC
30 September 2016
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
EUR0.01 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
EUR0.01 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)
William Vandyk
David Hignell
Peterhouse Corporate Finance Limited +44 (0)20 7469 0932
(Joint Broker)
Charles Goodfellow
Lucy Williams
FTI Consulting +44 (0)20 3727 1000
Edward Westropp
Emilie O'Herne
About MRS
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.
Further information on the Company can be found at
http://www.mrsplc.net/.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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