AIM Schedule 1 - Management Resource Solutions plc (1779M)

TIDMMRS

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") 
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 COMPANY NAME: 
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 Management Resource Solutions plc ("MRS" or 
  "Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
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 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 
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 COUNTRY OF INCORPORATION: 
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 England and Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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 www.mrsplc.net 
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 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: 
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   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. 
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 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): 
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 32,816,682 ordinary shares of EUR0.01 each 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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 nil 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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 63.3% 
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 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: 
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 none 
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 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): 
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 Paul Anthony Morffew, Chief Executive 
  Murray Howard d'Almeida, Chairman 
  Timothy Stephen Jones, Finance Director 
  Christopher John Berkefeld, proposed Non-executive 
  Director (from admission) 
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 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): 
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 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% 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
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 none 
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 (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: 
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 (i) 30 June 
  (ii) 30 June 2015 
  (iii) 31 March 2016, 31 December 2016, 31 March 
  2017 
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 EXPECTED ADMISSION DATE: 
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 1 February 2016 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 Northland Capital Partners Limited 
  131 Finsbury Pavement 
  London EC2A 1NT 
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 NAME AND ADDRESS OF BROKER: 
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 Northland Capital Partners Limited 
  131 Finsbury Pavement 
  London EC2A 1NT 
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 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: 
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 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 
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 DATE OF NOTIFICATION: 
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 18 January 2016 
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 NEW/ UPDATE: 
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 New 
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This information is provided by RNS

The company news service from the London Stock Exchange

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January 18, 2016 07:11 ET (12:11 GMT)