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Schedule 1 - Management Resource Solutions plc

Released 12:11 18-Jan-2016

RNS Number : 1779M
AIM
18 January 2016
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

Management Resource Solutions plc ("MRS" or "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered address:

1 Arbrook Lane

Esher Surrey KT10 9EG

 

Trading address (existing business)

Suite 30402, Tower 3, Level 4

9 Lawson Street

Southport, QLD 4215

Australia

 

Trading address (business being acquired)

15 Turley Street,

West Ipswich, QLD, 4305

Australia

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.mrsplc.net

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

MRS supplies technical and strategic services in the oil & gas, construction and resources industries.  The business was formed in 2007 as a provider of quality assurance and data management services but has since expanded to offer a diverse range of services.

Today, MRS operates in 2 core arenas: project management and contract personnel.

Project Management

MRS provides a fully managed service that includes engineering design, procurement, fabrication, site construction and commissioning.  Facilities experience includes full site services involving civil, welding, structural, mechanical and piping.  Specific project work involves oil & gas and fuel storage tanks, ancillary piping, pipelines and associated works.

Contract Personnel

MRS supplies personnel to tier-one companies in the construction, energy, oil & gas, aviation and mining & resource industries.  Clients engage MRS' contract personnel services in two ways, either engaging our consultants for a direct placement fee or utilising our full payroll and support system.

 

MRS is proposing to acquire Bachmann Plant Hire Pty Ltd ("Bachmann") for a cash consideration of up to A$13.4 million.  The acquisition of Bachmann is classified as a reverse transaction under the AIM Rule 14 and accordingly requires the approval of shareholders at a general meeting to be held on 28 January 2016.

 

Bachmann is a bulk earthworks specialist with over fifty years of operating history providing civil construction services in Queensland, Australia.  They provide "wet" plant hire (whereby Bachmann supplies both equipment and operators) to a variety of clients in the civil and earthworks sectors and currently employ over 100 staff with a fleet of in excess of 200 vehicles (includes scrapers, dozers, excavators, compactors, graders, dump trucks and water trucks.

 

Bachmann have numerous long term contracts with a wide base of corporate and public sector clients in the oil & gas, mining, civil engineering, infrastructure and construction sectors, including BMD Construction, Pensar Civil and DAC Constructions, as well as local government. 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

32,816,682 ordinary shares of €0.01 each

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

nil

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

63.3%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

none

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Paul Anthony Morffew, Chief Executive

Murray Howard d'Almeida, Chairman

Timothy Stephen Jones, Finance Director

Christopher John Berkefeld, proposed Non-executive Director (from admission)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before and following admission:

 

Paul Morffew 46.2%

(held as to 46% in the name of SCOPN Pty Ltd, a company controlled by Paul Morffew and Santina Morffew, 0.2% held in his own name and 0.00005% held in the name of Santina Morffew)

Daniela Athan 16.6%

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

none

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)               30 June

(ii)              30 June 2015

(iii)             31 March 2016, 31 December 2016, 31 March 2017

 

EXPECTED ADMISSION DATE:

1 February 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Northland Capital Partners Limited

131 Finsbury Pavement

London EC2A 1NT

 

NAME AND ADDRESS OF BROKER:

Northland Capital Partners Limited

131 Finsbury Pavement

London EC2A 1NT

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The AIM Admission Document containing full details of MRS and the admission of MRS' securities will be available on the Company's website, www.mrsplc.net and from the offices of Northland Capital Partners Limited, 131 Finsbury Pavement, London EC2A 1NT

 

DATE OF NOTIFICATION:

18 January 2016

 

NEW/ UPDATE:

New

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Schedule 1 - Management Resource Solutions plc - RNS