8 Feb 2017 13:45
Management Resource Solutions plc
Further re General Meeting
Group Restructuring
8 February 2017
The board of Management Resource Solutions Plc ("MRS" or "Company") wish to update shareholders regarding a number of issues, including the requisitioned general meeting to be held on 24 February 2017.
Voluntary Administration of Subsidiaries
As shareholders will be aware, the Company formerly operated consulting contracts in respect of projects in Papua New Guinea and New South Wales for which Notices of Default were served and work ceased during 2016. To cover losses in these contracts a provision of $6.6m has been included in the audited consolidated accounts of the Company to 30 June 2016. In order to separate the continuing business of the MRS group from previous operations, MRS PNG Limited and MRS Guernsey Limited were placed in Voluntary Liquidation in December 2016 and Management Resource Solutions Pty Ltd, an Australian subsidiary of MRS Plc, has been placed into Voluntary Administration with effect from 7 February 2017.
MRS Services Group and Bachmann Plant Hire, the two operating businesses of the Company, are unaffected by this arrangement as they are subsidiaries of a different entity, Holding (MRS) Pty Ltd.
General Meeting of 24 February 2017
Having taken legal advice, the directors of MRS announce that resolutions 1 and 2 to be proposed at the general meeting to be held on 24 February 2017, to elect two directors nominated by SCOPN Pty Ltd, can not be put to the meeting as the procedure defined within the Company's articles of association has not been adhered to by the shareholders requisitioning the meeting. Resolutions 3 and 4, to require all directors to resign and, if they so choose, to stand for re-election at all general meetings of the Company will still be proposed.
The directors of MRS agree with the views of some shareholders that the board requires additional members to operate appropriately. However, they do not have the discretion to disregard the Company's articles of association which clearly show that resolutions 1 and 2 proposed by SCOPN Pty Ltd are invalid, and as such cannot put the appointment of Nigel Burton and Trevor Brown to shareholders for consideration at the general meeting.
Efforts are being made to appoint appropriately qualified additional directors who are independent of both the current board and shareholders and further announcements in this regard will be made in due course.
Audited Accounts
The audited accounts for the year ended 30 June 2016, which will, as anticipated, include a disclaimer of audit, are nearing completion and will be published as soon as possible. The board is grateful for shareholders' patience in respect of the preparation of these accounts which have been delayed and complicated as previously reported by a number of matters outside the board's control.
For further information:
Management Resource Solutions PLC c/o FTI +44 (0)20 3727 1000
Murray d'Almeida, Chairman
Joe Clayton, Chief Executive
Northland Capital Partners Limited +44 (0)203 861 6625
(Nominated Adviser and Joint Broker)
William Vandyk
Gerry Beaney
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
Management Resource Solutions (MRS), through its subsidiaries Bachmann 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 to the mining, civil engineering, construction and infrastructure industries.