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RNS Number : 9626X
Management Resource Solutions PLC
03 May 2019
3 May 2019
Management Resource Solutions plc
("MRS" or the "Company")
Posting of Circular and Notice of General Meeting
Update on other matters
Management Resource Solutions Plc (AIM:MRS), a leading
Maintenance, Fabrication, Civil and Earthworks company, today
announces that it will hold a General Meeting of the Company at
3.00 p.m. (AEST) on 22 May 2019 at Level 11, 66 Eagle Street
Brisbane, Australia.
Following the receipt of a requisition of general meeting, the
Company has today posted to shareholders a circular containing a
Notice of the General Meeting, where the ordinary resolutions put
forward in the requisition of general meeting will be proposed.
A copy of the full Notice of General Meeting and circular to
shareholders will be available on the Company's website. At the
meeting, resolutions are to be proposed to remove John Zorbas and
Timothy Jones as directors of the Company, to remove any directors
appointed between 11 April 2019 and the date of the meeting and to
appoint Nigel Burton, Trevor Brown and Daniel Smith as directors of
the Company.
The circular contains, inter alia, the following statements
extracted from Paul Brenton's letter to shareholders:
Resolutions 2 and 3 - Removal of John Zorbas Timothy Jones as
Directors
Mr Zorbas and Mr Jones have served the Company throughout my
period of office. Throughout they have supported me in my efforts
to return the Company to profitability and the benefit of their
combined experience as business executives and company directors
has been invaluable. As the latest sets of reported results have
demonstrated, the strategy has borne fruit and continues to do so;
the year on year results for 2017 and 2018 showed a dramatic swing
from loss to profit and the half year figures to December 2018
showed that the upward trend is continuing. I do not believe that a
wholesale reconstruction of the board will be helpful in my task of
continuing this trend; indeed, I believe it will constitute a major
disruption to progress. Crucially, as has been announced, I am in
the final stages of completion of a re-financing package that will
transform the Company's debt profile and generate significant
savings in both interest cost and cashflow terms. Board stability
is crucial to completion of this transaction and I believe that the
changes proposed by the requisitioners of the general meeting
would, if implemented, in all likelihood cause the incoming lender
to withdraw.
Resolutions 4, 5 and 6 - Appointment of Nigel Burton, Trevor
Brown and Daniel Smith as Directors
As I said above, for very good reasons I am vigorously opposed
to the reconstruction of the board that has been proposed by the
requisitioners of the general meeting and, specifically, to the
reinstatement to the Board of Mr Burton and Mr Brown. Shareholders
will recall that they were appointed as non-executive directors on
10 April 2017. Mr Brown served for a period of less than nine
months, resigning on 31 December 2017 and Mr Burton served for a
period of less than twelve months resigning on 31 March 2018.
During their time in office, and despite their supposed
non-executive status, Mr Brown charged fees of GBP102,953
(including compensation payment) and Mr Burton charged fees of
GBP198,175 (including compensation payment). In my opinion, their
renewed presence on the board would lead to instability amongst
senior operational management.
Mr Burton holds, we believe, 6.5 million shares in MRS. Mr Brown
held at least 8 million shares which we understand he has sold.
Mr Smith is a private investor in MRS who holds, we believe,
approximately 7.5 million shares. The requisitioners have not given
us any background information on his qualifications or career
history and, as far as we are aware, he does not have public
company experience at board level. We are therefore unable to
assess his suitability as a candidate for the MRS board.
Our proposed board appointments as outlined above will result in
a board, after Mr Zorbas' departure, consisting of two executive
and three independent non-executive directors, one of whom will be
appointed chairman in succession to Mr Zorbas. This composition
will be in compliance with the guidelines of the QCA Corporate
Governance Code and will represent an ideal balance of skills and
experience to take the Company forward. I do not consider that the
candidates proposed for appointment at the general meeting are
suitable. I believe that Mr Brown and Mr Burton would, if
appointed, prove disruptive and unsupportive, as they did during
their previous tenure. As I said above, I know nothing of Mr
Smith's qualities and so, without intending criticism, I am unable
to recommend him as a director."
Update on other matters
Further to the announcement made on 15 April 2019, the Company
can confirm that it is finalising the appointment of a firm to
undertake an independent report on the bases and assumptions
underlying the Company's valuation of Alerion Consulting Limited.
As previously communicated, a further announcement will be made on
the appointment of the firm engaged to undertake the independent
work.
Additionally, the Company can confirm that the legal report that
has been commissioned to address the merit of shareholder concerns
regarding the relationship of certain shareholders and any
potential conflicts of interest, is underway and in progress. As
previously announced, the overall conclusions of the report will be
communicated to shareholders in due course.
The Company has also requested its registrar to obtain
information in respect of the holdings of its shareholders under
the authority in Companies Act 2006 section 793.
ENDS
For further information:
Management Resource Solutions plc via FTI Consulting
John Zorbas, Chairman Tel: +44 (0) 20 3727 1000
Paul Brenton, CEO
Tim Jones, Finance Director
Arden Partners plc (NOMAD & Broker) Tel: +44 (0) 20 37614 5900
Tom Price
Alex Penney
Maria Gomez de Olea
FTI Consulting (Financial PR) Tel: +44 (0) 20 3727 1000
Alex Beagley
James Styles
Laura Saraby
About MRS
Management Resource Solutions plc (MRS), through its
subsidiaries Bachmann Plant Hire and MRS Services Group, offers
plant hire, equipment repair, refurbishment and fabrication, mine
rehabilitation, earthmoving, road construction and other support
services to a wide base of private and public sector clients in
Australia. MRS caters predominately for the mining, civil
engineering, construction and infrastructure industries.
Further information on the Company can be found at
http://www.mrsplc.info
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END
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