30 Aug 2016 14:30
30 August 2016
Management Resource Solution Plc
("MRS" or "Company")
Oversubscribed Placing
MRS, the human capital resource consultancy is pleased to announce that further to the proposed acquisition of the assets of SubZero Group Limited ("SubZero") announced on 11 August 2016, it has successfully concluded an oversubscribed placing of new ordinary shares ("the Placing") to satisfy a key condition precedent to completion of the acquisition of the core assets of SubZero.
The Company has received, via its brokers, Peterhouse Corporate Finance Limited and Northland Capital Partners Limited, binding commitments to subscribe for, in aggregate, 26,666,667 new ordinary shares of €0.01 each (the "Placing Shares") at a price of 10.5 pence per share, raising a total of £2,800,000 before expenses. The placing price represents a discount of 19.2 per cent. to the closing mid-market price on 26 August 2016 and the Placing Shares are equivalent to approximately 73.4 per cent. of the existing issued share capital of the Company.
Under the terms of the Asset Sale Agreement ("ASA") in relation to SubZero, MRS was required to secure $4 million of funding from alternative sources in order to receive financing of $4.2 million from Westpac Banking Corporation. At the current exchange rate of approximately $1.73:£1, the gross proceeds of the Placing are approximately $4.84 million and as such this condition has been satisfied in full. Completion under the ASA is subject to several other conditions precedent, which are currently in the process of being satisfied. Subject to the satisfaction of all other conditions precedent, MRS is confident that completion will occur on or about the scheduled completion date of 30 September 2016.
As was noted on 11 August 2016, part of the consideration payable for SubZero is the issue of approximately 7.2 million new ordinary shares in the Company ("Consideration Shares"). The exact number of such Consideration Shares to be issued, which will be subject to lock-in and subsequent orderly market arrangements, can only be calculated after 2 September 2016. Accordingly, application will be made for both the Placing Shares to be admitted to trading with effect from 13 September 2016 and for the Consideration Shares to be admitted to trading with effect from the date of completion of the ASA.
A further announcement confirming the precise number of Consideration Shares to be admitted will be made in due course.
Paul Morffew, MRS CEO said:
"I am very pleased to announce this successful, oversubscribed placing. As well as thanking existing shareholders for their continuing support, we are also extremely pleased to welcome significant new institutional shareholders to the Company as part of this fund-raise.
The acquisition of SubZero will make a superb synergistic and strategic fit for our existing business, enhancing our range of services and providing further turnkey solutions to existing and new clients. I very much look forward to updating the market as we integrate SubZero".
All references above to "$" refers to Australian Dollars.
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
For further information:
Management Resource Solutions PLC c/o FTI +44 (0)20 3727 1000
Paul Morffew, Chief Executive
Timothy Jones, Finance Director
Northland Capital Partners Limited +44 (0)203 861 6625
(Nominated Adviser and Joint Broker)
William Vandyk
David Hignell
Peterhouse Corporate Finance Limited +44 (0)20 7469 0932
(Joint Broker)
Charles Goodfellow
Lucy Williams
FTI Consulting +44 (0)20 3727 1000
Edward Westropp
Adam Cubbage
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 is a sector specialist 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.
The Company's Admission Document can be found at http://www.mrsplc.net/.