TIDMMRS
RNS Number : 5815G
Management Resource Solutions PLC
05 March 2015
5 March 2015 For immediate release
Management Resource Solutions PLC
("MRS" or the "Company")
Proposed Acquisition of the D&M Group
MRS, the human capital resource consultancy quoted on AIM, is
pleased to announce the proposed acquisition of the D&M Group,
a manufacturing, wet plant hire and dry plant hire group based in
Queensland, Australia.
Highlights
-- Conditional agreement to acquire the entire issued share capital of the D&M Group for a
purchase price of A$6.7m (approximately GBP3.4m) in cash and the
granting of 1,700,000
consideration warrants.
-- The acquisition is consistent with the growth strategy set
out at the time of admission to the
AIM Market last year to strategically expand the group.
-- The Company has entered into a A$17.113m debt facility which will be used to satisfy the
consideration for D&M, replace D&M and MRS's existing
borrowing facilities, allow for
investment in new plant and equipment and provide additional
working capital for the
enlarged group.
-- Initial consideration of A$6.7m payable on completion with value of stock held by the D&M
Group, capped at A$200,000, payable on or shortly after
completion.
-- The Directors believe the rationale for the acquisition are:
o Immediately earnings enhancing - In the year ended 30 June
2014, the D&M Group
reported a profit before taxation and exceptional costs of
approximately A$1.0m
(approximately GBP508,000) on revenue of A$16.87m (approximately
GBP8.56m);
o Long term contracts and client synergy - 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, some of whom have
renewed contracts with
D&M for three decades. The D&M Group is currently the
preferred supplier to, amongst
others, Select, Brisbane City Council and Gold Coast City
Council; and
o Established business and asset base - The D&M Group
currently employs over 60 staff
and its hire fleet includes trucks ranging from 3m to 22m,
tippers, semi tippers, bobcats,
positracks, excavators 1.5t - 45t, backhoes, graders, and
rubber-tracked earth moving
equipment.
-- The Acquisition is considered to be a reverse takeover under the AIM Rules and, as such,
requires the approval of shareholders of the Company.
-- Following Admission, the D&M Group will continue to have the same key management working
within the business as before the Acquisition, all of whom have
committed to a minimum of
three years with the Enlarged Group.
Notice of General meeting
The general meeting of the Company to approve the acquisition of
D&M will be held at the offices of MRS, Suite 30402, Tower 3,
Level 4, 9 Lawson Street, Southport, QLD 4215, Australia on 23
March 2015 at 6.00 p.m. Queensland time (8.00 a.m. UK time).
Paul Morffew, MRS CEO said:
"I am very pleased to announce this acquisition; executing on
our growth strategy as set out at the time of admission to AIM.
With the purchase of the D&M Group, we have added an
established business with a strong financial track record, coupled
with long term client relationships. The synergies with our
existing business are considerable and the acquisition will be
immediately earnings enhancing, adding significant value to the
business.
"This transaction will enable us to provide existing clients of
both MRS and the D&M Group with new services, whilst
positioning us for significant new opportunities that we would
otherwise not be in the running for."
-Ends-
For further information:
Management Resource Solutions PLC c/o FTI +44 (0)20
Paul Morffew, Chief Executive 3727 1000
Timothy Jones, Finance Director
Northland Capital Partners Limited
(Nominated Adviser and Broker)
William Vandyk
David Hignell +44 (0)20 7382 1100
FTI Consulting
Edward Westropp
Oliver Winters
Adam Cubbage +44 (0)20 3727 1000
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.
Terms used but not defined in this announcement are defined in
the Company's AIM admission document published today. The Admission
Document can be found at http://www.mrsplc.net/.
Acquisition of the D&M Group of Companies
Readmission to trading on AIM
Introduction
MRS, the human capital resource company, is pleased to announce
that it has conditionally agreed to acquire equipment hire and
manufacturing group, the D&M Group, for a consideration of
A$6.7m and the grant of 1,700,000 consideration warrants (the
"Acquisition").
The Acquisition constitutes a reverse takeover under the AIM
Rules and accordingly it is conditional inter alia on the approval
of MRS shareholders.
The Company has published an AIM admission document (the
"Admission Document") containing details of the Acquisition and
convening a general meeting to be held at the offices of MRS, Suite
30402, Tower 3, Level 4, 9 Lawson Street, Southport, QLD 4215,
Australia on 23 March 2015 at 6.00 p.m. Queensland time (8.00 a.m.
UK time). Copies of the Admission Document have been sent to
shareholders and are available to download from the Company's
website www.mrsplc.net.
Overview of MRS's Existing Business
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.
The vast majority of MRS's existingbusiness is in
assuranceservices, including:
-- quality assurance, involving the development, implementation,
monitoring and auditing of
project quality assurance plansand procedures in line with ISO
9001 and projectrequirements as
directed by the client;
-- quality control services, such as the development and
implementation of project qualitycontrol
inspection programmes; and
-- document and data management services, assisting clients to
manage and controlall engineering
design deliverables including document management population,
maintenance (i.e. registration,
scanning and filing),audit and recordingof technical
deliverables.
In addition, MRS provides a range of consulting services
including:
-- environmental impact assessments, which provide an evaluation
of the potential physical,
biological, cultural,and socioeconomic effects of a project
element and its practicalalternatives;
-- assurance technical consultancy, such as
surveillanceofficers, material, mechanical & welding,
electrical & instrumentation and coating & fibreglass
inspectors and commissioning support
personnel; and
-- health and safety, which encompasses the training and implementation of safety systems.
MRS sources its contractors from a database of over 23,000
professionals around the globe, allowing it to reactquickly and
fullyto client requirements. As at 31 December 2014,MRS had 36
employees and 10 contractors acting on seven active projects.
The Directors believe that MRS is differentiated from its
competitors both by the depth of the talent pool it has available
and its ability to respond to requests from clients for new
contractors in very short time periods, thus allowing it to deploy
staff on a project who fully meet the criteria for the assignment
in a matter of days.
MRS has identified opportunity for growth by expanding outside
of its core provision of contractors into managing engineering,
procurement and construction (EPC) contracts. The Company started a
major EPC contract in early 2014 to design and construct two
4,300m(3) aviation fuel tanks at Port Moresby Airport in Papua New
Guinea. The contract was initially valued at A$11m (approximately
GBP5.6m) over the 2014 financial year but since commencement has
grown in scope and is now valued at an estimated A$25m
(approximately GBP12.7m).
Current Trading
Since the start of 2014, MRS has seen an improvement in its
trading operations, including a significant new businessin Papua
New Guinea whichhas increased in value and scopesince it was
initially agreed and is expected to materially improve the Group's
revenue and profitabilityin the financial year to 30 June 2015. MRS
has experienced a marked increase in enquiries and orders generally
along with extensions and expansions of other existing
contracts.
The Acquisition of the D&M Group
MRS currently provides intellectual property based consultancy
services and is looking to expand into the provision of physical
assets to meet customer demand. The acquisition of the D&M
Group represents the first step in this strategy.
Management Resource Solu... (LSE:MRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Management Resource Solu... (LSE:MRS)
Historical Stock Chart
From Jul 2023 to Jul 2024
