Sch 1 Update - Management Resource Solutions Plc

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")

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

Registered Address:

1 Arbrook Lane

Esher

Surrey

KT10 9EG

Trading Address:

Suite 30402,

Tower 3, Level 4

9 Lawson Street

Southport

QLG 4215

Australia

COUNTRY OF INCORPORATION:

England

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 is a human capital resource company formed in 2007 by its chief executive, Paul Morffew, that offers a range of consulting services to the engineering, mining, petrochemical, energy, civil engineering and transportation industries.

MRS provides consulting services and contract personnel to add value to client projects by optimising business focus and efficiency whilst reducing costs. The majority of MRS's current clients are in the coal seam gas industry in Australia and South East Asia and MRS specialises in project management, quality management, environmental management and health & safety management standards. MRS does not provide mine management or other commoditised services, operating only in specialist, consistently profitable areas.

MRS is proposing to acquire the D&M Group of companies ("D&M") for a cash consideration of approximately A$6.7 million. The acquisition of D&M is classified as a reverse transaction under the AIM Rules for Companies and accordingly requires the approval of shareholders in general meeting.

D&M is a family run business established in 1972 by its Chairman, Doug Phillips, and based in Queensland, Australia. The D&M Group operates four businesses, being D&M Plant Hire, Wrights Plant Hire, DMR and Titan Manufacturing, in three divisions, wet hire, dry hire and manufacturing. The D&M Group has a wide base of corporate and public sector clients in oil & gas, mining, civil engineering, infrastructure and construction as well as local government, many of whom have brought continued business over a number years, with some clients having renewed contracts with the D&M Group for three decades.

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 raised, anticipated market capitalisation of £5 million, based on the closing mid-market price of 15.25 pence per share on 4 March 2015

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, Non-executive Chairman

Timothy Stephen Jones, Finance Director

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 his wife, 0.2% held in his own name and 0.00005% held in the name of his wife)

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) 31 December 2014 (existing business) & 30 June 2014 (reverse acquisition target)

(iii) 31 December 2015, 31 March 2016, 31 December 2016

EXPECTED ADMISSION DATE:

Mid-May 2015

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:

29 April 2015

NEW / UPDATE:

UPDATE