Management Resource Solutions PLC Issue of Equity (4489I)
August 30 2016 - 8:30AM
UK Regulatory
TIDMMRS
RNS Number : 4489I
Management Resource Solutions PLC
30 August 2016
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 EUR0.01 each (the "Placing Shares") at a price of 10.5
pence per share, raising a total of GBP2,800,000 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:GBP1, 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/.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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