TIDMMRS
RNS Number : 4719L
Management Resource Solutions PLC
11 January 2016
11 January 2016
Management Resource Solutions Plc
Acquisition of Bachmann Plant Hire Pty. Ltd.
and
Readmission of the Enlarged Group to trading on AIM
Management Resource Solutions Plc ("MRS", "Company" or the
"Group"), the human capital resource consultancy quoted on AIM, is
pleased to announce the proposed acquisition of Bachmann Plant Hire
Pty Ltd. ("Bachmann") (the "Acquisition") for a consideration of up
to A$13.4 million.
Highlights
-- MRS has agreed, conditional inter alia upon the passing of
the resolutions at the General Meeting and re-admission of the
Company's ordinary shares to trading on AIM ("Admission"), to
acquire Bachmann for an aggregate consideration of up to
A$13,399,999 (approximately GBP6.5 million)
-- Bachmann is a bulk earthworks specialist with over 50 years
of operating history providing civil construction services in
Queensland, Australia. Complementary to MRS's service offering, it
provides "wet" plant hire (whereby Bachmann supplies both equipment
and operators) to a variety of clients in the civil and earthworks
sectors and currently employ over 100 staff with a fleet of in
excess of 200 vehicles (including scrapers, dozers, excavators,
compactors, graders, dump trucks and water trucks).
-- Bachmann turned over A$21,740,000 for the year ended 30 June
2015, producing a Profit Before Tax of A$1,957,000
-- The Acquisition constitutes a reverse takeover under the AIM
Rules for Companies and accordingly is conditional inter alia on
the approval of shareholders being obtained in general meeting
-- The Company has published an AIM admission document (the
"Admission Document") containing details of the Acquisition and
convening a general meeting to be on 28 January 2016 at 6.00 p.m.
Queensland time (8.00 a.m. UK time). A copy of the Admission
Document has been sent to shareholders and will be available on the
Company's website.
-- The Company is also pleased to announce the appointment of
Christopher John Berkefeld, 61, as a non-executive director with
effect from Admission. Chris has over 20 years' experience on
public and private company boards in New Zealand and Australia and
currently holds several non-executive directorships.
-- The Ordinary Shares were suspended from trading on 19 August
2015 pending publication of an AIM Admission Document in relation
to the acquisition of Bachmann. Application has been made for
trading in the Ordinary Shares to resume with effect from 14:30
today, 11 January 2016.
Paul Morffew, CEO of MRS said:
"I am very pleased to announce the transformative and
immediately earnings enhancing acquisition of Bachmann; which
brings to the Group a business with a long history of wet plant
hire, long term customer relationships and which will add a
division the Company enhancing our service offering to existing
customers and allow us to pursue new combined contracts further up
the value chain.
"I am also pleased to announce the re-commencement of our shares
to trading on the London Stock Exchange, following a period in
which we as a management team have been busy bringing this
transaction to fruition."
For further information:
Management Resource Solutions c/o FTI +44 (0)20
PLC 3727 1000
Paul Morffew, Chief Executive
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
Management Resource Solutions Plc
Acquisition of Bachmann Plant Hire Pty. Ltd.
and
Readmission of the Enlarged Group to trading on AIM
Management Resource Solutions Plc ("MRS" or "Company") is
pleased to announce the proposed acquisition of Bachmann Plant Hire
Pty Ltd. ("Bachmann") (the "Acquisition") for a consideration of up
to A$13.4 million.
The Acquisition constitutes a reverse takeover under the AIM
Rules for Companies and accordingly is conditional inter alia on
the approval of shareholders being obtained in general meeting.
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 28 January 2016 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
Current Operations
MRS currently supplies technical and strategic services in the
oil & gas, construction and resources industries. The business
was formed in 2007 as a provider of quality assurance and data
management services but has since expanded to offer a diverse range
of services.
Today, MRS operates in 2 core arenas: project management and
contract personnel.
Project Management
MRS provides a fully managed service that includes engineering
design, procurement, fabrication, site construction and
commissioning. Facilities experience includes full site services
involving civil, welding, structural, mechanical and piping.
Specific project work involves oil & gas and fuel storage
tanks, ancillary piping, pipelines and associated works.
Contract Personnel
MRS supplies personnel to companies in the construction, energy,
oil & gas, aviation and mining & resource industries.
Clients engage MRS' contract personnel services in two ways, either
engaging the Company's consultants for a direct placement fee or
utilising the Company's full payroll and support system.
These core businesses are increasingly required to be operating
and delivering services in regional and remote locations that often
offer challenging logistics, and this requires high quality
innovative solutions from design through to construction and
commissioning, which are uniquely tailored to each project's
complexity and size.
Information on Bachmann
Bachmann is a bulk earthworks specialist with over 50 years of
operating history providing civil construction services in
Queensland, Australia. They provide "wet" plant hire (whereby
Bachmann supplies both equipment and operators) to a variety of
clients in the civil and earthworks sectors and currently employ
over 100 staff with a fleet of in excess of 200 vehicles (including
scrapers, dozers, excavators, compactors, graders, dump trucks and
water trucks).
Bachmann have numerous long term contracts with a wide base of
corporate and public sector clients in the oil & gas, mining,
civil engineering, infrastructure and construction sectors,
including BMD Construction, Pensar Civil and DAC Constructions, as
well as local government. With the mining industry slowing, there
has been a boom in infrastructure and construction in Australia due
to government investment and initiatives. The Australian Government
has made commitments to $50 billion for current and future
investments of which $43.9 billion is in the Infrastructure
Investment Programme.
Bachmann has also recently started to work in the development of
sub divisions and housing estates in the Ipswich, QLD region which
is a growth corridor towards Toowoomba in the south west of
Brisbane.
There have been 28 declared Priority Development Areas (PDAs) in
Queensland. PDAs are parcels of land, identified for specific
accelerated development with a focus on economic growth.
The Ripley Valley PDA was declared on 8 October 2010 and covers
a total area of 4680 hectares located in one of the largest
industry growth areas in Australia. The Ripley PDA is an
opportunity to provide approximately 50,000 dwellings to house a
population of approximately 120,000 people and Bachmann has
tendered on the first stage development of approximately 4,000 of
these dwellings, a decision on which is expected in the first
quarter of 2016.
Terms of the Acquisition Agreement
MRS has agreed, conditional inter alia upon the passing of the
resolutions at the General Meeting and re-admission of the
Company's ordinary shares to trading on AIM ("Admission"), to
acquire Bachmann for an aggregate consideration of up to
A$13,399,999 (approximately GBP6.5 million) as follows:
-- A$8.2 million (approximately GBP4.0 million) will be paid in
cash upon Completion, less an amount equal to 70 per cent. of the
aggregate monetary value of the employee entitlements (which is not
anticipated to be a material sum) and less an amount required to
repay the outstanding equipment finance of Bachmann (estimated to
be approximately A$4 million (approximately GBP2.0 million));
-- a completion statement setting out the net assets of Bachmann
as at the date of Completion will be agreed after Completion. If
the net assets amount is a positive number, MRS must pay that
amount to the Vendors. If the net assets amount is a negative
number, the Vendors must pay that amount to MRS. It is not
currently envisaged that this will be a material sum; and
-- up to A$5.2 million (approximately GBP2.5 million) will be
paid in three earn-out payments within approximately 80 business
days of the end of the financial years ending 30 June 2016, 30 June
2017 and 30 June 2018. These earn-out payments will be satisfied
either in cash or by the issue of new Ordinary Shares at MRS'
discretion.
The earn-out payments will each be for A$1,333,333 subject to
adjustment based upon Bachmann's earnings before interest and
taxation ("EBIT") in the financial year preceding the date of
payment.
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