TIDMMRS
RNS Number : 7816G
Management Resource Solutions PLC
26 July 2019
26 July 2019
Management Resource Solutions plc
("MRS" or the "Company")
Posting of Circular and Notice of General Meeting
Management Resource Solutions Plc (AIM:MRS), a leading
Maintenance, Fabrication, Civil and Earthworks company, today
announces that it will hold a general meeting of the Company at
3.00 p.m. (AEST) on 23 August 2019 at Level 11, 66 Eagle Street
Brisbane, Australia (General Meeting).
Following the receipt of a requisition of general meeting
(Requisition), the Company has today posted to shareholders a
circular containing a notice of the general meeting (Notice), where
the ordinary resolutions put forward in the Requisition will be
proposed.
A copy of the full Notice and circular to shareholders will be
available on the Company's website. At the meeting, resolutions are
to be proposed to remove John Zorbas, Timothy Jones and Robert
Hackett as directors of the Company, to remove any directors
appointed between 4 July 2019 and the date of the meeting and to
appoint John Copley and Robert Wall as directors of the
Company.
The circular contains, inter alia, the following statements
extracted from Paul Brenton's letter to shareholders:
Resolutions 2 and 3 - Removal of John Zorbas and Timothy Jones
as Directors
I reiterate what I said in my letter accompanying the previous
Notice of General Meeting; throughout my period of office, Mr
Zorbas and Mr Jones have supported me in my efforts to return the
Company to profitability. As has been shown by published results,
those efforts are bearing fruit.
Since the Requisition was lodged, the independent legal review
of the Company's acquisition of Alerion Consulting Ltd ("Alerion")
has been completed. Its findings were set out in an announcement on
16 July. As shareholders are aware, the board has also commissioned
an independent valuation of Alerion which I believe will validate
the price paid for Alerion. The results of this exercise are
expected imminently and will certainly be available before the
General Meeting.
Resolution 4 - Removal of Robert Hackett as Director
Mr Hackett was appointed to the board on 20 June 2019 as part of
the announced strategy to strengthen the board by the appointment
of new independent non-executive directors.
Mr Hackett is an experienced executive in the Australian oil and
gas and construction industries, having previously been CEO of
Century Drilling Limited and MB Petroleum Services. He is currently
chairman of Strathlyn Investments Pty Ltd, a private investment and
trustee company.
There is no logical reason why it should be proposed that Mr
Hackett be removed as a director given that he has only recently
been appointed, is independent and has appropriate experience to
act as a non-executive director of the Company. In the ordinary
course of events and in accordance with the Company's Articles of
Association, he will retire at the next annual general meeting,
expected to be held in January 2020, and shareholders will be
invited to re-elect him at that time.
Resolutions 5 and 6 - Appointment of John Copley and Robert Wall
as Directors
None of the current members of the board knows either Mr Copley
or Mr Wall. The requisitioners have not so far provided any
information about their qualifications, experience or suitability
to act as directors of a listed company despite our nominated
adviser having requested such information in order to fulfil its
AIM due diligence requirements. In these circumstances, I cannot
support their appointment to the board.
Regardless of the suitability or otherwise of Mr Copley and Mr
Wall, the directors already have a programme for the strengthening
of the board with independent directors with appropriate industry
and public company experience. Robert Hackett has already been
appointed and it is intended that Peter Dighton will be appointed
once this General Meeting has taken place (subject to its outcome
and to his final due diligence).
Should the resolutions be passed at the General Meeting, the
resultant board would consist of me, Mr Copley and Mr Wall, both of
whom are unknown to me and to our nominated adviser, who, in
accordance with the AIM rules, would be required to assess their
suitability to act as directors of an AIM listed company and the
composition of the board as a whole. Should Messrs Copley and Wall
fail to provide the information requested in time for our nominated
adviser to complete the necessary due diligence exercise, or should
there be an unfavourable conclusion in respect of any aspect of
this assessment, there could be a serious adverse impact on the
Company's AIM listed status, as the board and our nominated adviser
may be unable to confirm the efficacy of the board and the
Company's appropriateness for AIM, which could lead to the
suspension of trading in our shares on AIM.
ENDS
For further information:
Management Resource Solutions plc via FTI Consulting
John Zorbas, Chairman Tel: +44 (0) 20
Paul Brenton, CEO 3727 1000
Tim Jones, Finance Director
Arden Partners plc (NOMAD & Broker) Tel: +44 (0) 20
Tom Price 37614 5900
Alex Penney
Maria Gomez de Olea
FTI Consulting (Financial PR) Tel: +44 (0) 20
Alex Beagley 3727 1000
James Styles
Sam Macpherson
About MRS
Management Resource Solutions plc (MRS), through its
subsidiaries Bachmann Plant Hire and MRS Services Group, offers
plant hire, equipment repair, refurbishment and fabrication, mine
rehabilitation, earthmoving, road construction and other support
services to a wide base of private and public sector clients in
Australia. MRS caters predominately for the mining, civil
engineering, construction and infrastructure industries.
Further information on the Company can be found at
http://www.mrsplc.info
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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