Management Resource Solutions Regulatory News (MRS)

Management Resource Solutions PLC

Further update on acquisition of the D&M Group

Management Resource Solutions plc ("MRS" or "Company") wishes to provide shareholders with a further update on the acquisition of the D&M Group ("the Acquisition").

As previously announced, the source of funds for the Acquisition, Halcyon Capital Management Pty Ltd ("Halcyon"), defaulted on its contracted obligations and since then the directors of MRS have been working to secure alternative funding. The Company is pleased to announce that they have now received the first replacement offer of debt financing and anticipate receiving further competitive proposals within the next week. The lending proposal, from an established Australian bank, is subject to a number of pre-conditions and the entering into of definitive agreements but it is anticipated that MRS will be capable of drawing funds to complete the Acquisition by the first week of July.

The facility under negotiation is significantly less than that contracted from Halcyon, reflecting the lower level of equipment financing to be replaced, significantly reduced transaction costs and a smaller ongoing working capital facility. In addition, the Company and vendors have agreed in principle to revise the consideration structure so that, subject to final negotiation, approximately 52 per cent. of the purchase price will be paid in cash upon completion, amounting to A$4m, with the balance deferred for up to 3 years. As a result the net working capital position of the Company following completion of the Acquisition should be improved from the terms announced on 4 March 2015.

A further announcement detailing the revisions to the consideration payable for the Acquisition and the borrowing to be undertaken will be made once these have been finalised.

The Company also announces that in light of its focus on completing the acquisition of D&M it has not yet been in a position to identify new directors and accordingly Murray d'Almeida has agreed to defer his retirement and remain in his position as non-executive chairman of the Company for the immediate future. A further announcement will be made regarding the composition of the board of directors once further appointments have been agreed.

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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 are sector specialists 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.