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Management Resource Solutions Strategic Acquisition of SubZero - PowerPoint PPT Presentation

Management Resource Solutions Strategic Acquisition of SubZero Group August 2016 Disclaimer This presentation document and its content (the Presentation ) have been prepared by Management Resource Solutions Plc (the Company ) for


  1. Management Resource Solutions Strategic Acquisition of SubZero Group August 2016

  2. Disclaimer This presentation document and its content (the “ Presentation ”) have been prepared by Management Resource Solutions Plc (the “ Company ”) for information purposes only. This Presentation is being made available and communicated to you for the purposes of a 'market sounding' pursuant to article 11 of the EU Market Abuse Regulation (Regulation 596/2014) (“ MAR ”). This Presentation is confidential and should not, unless otherwise agreed in advance in writing by the Company, be copied, distributed, published or reproduced (in whole or in part) or disclosed by any recipient to any other person. This Presentation has been prepared by the Company and is based on information currently available. No representation or warranty as to the accuracy or completeness of any information contained herein is given by or on behalf of the Company or its respective shareholders, directors, officers, partners, employees or advisers or any other person, and no liability whatsoever (whether direct, indirect, incidental, special, consequential, punitive or otherwise) is accepted for any loss arising from any use of such information or opinions or otherwise arising in connection therewith (including in the case of negligence, but excluding any liability for fraud, death and/or personal injury). The information contained herein does not purport to be complete and is subject (in whole or in part) to updating, completion, revision, amendment and verification. 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The information contained in this Presentation may constitute inside information for the purposes of the Criminal Justice Act 1993, as amended, (the “ CJA ”) or inside information for the purposes of article 7 of MAR. Consequently, recipients of such information must not (i) engage or attempt to engage in (a) market manipulation or (b) insider dealing; (ii) recommend that another person engages in insider dealing or induce another person to engage in insider dealing; or (iii) unlawfully disclose inside information (as such terms are defined in MAR). IF YOU ARE NOT A RELEVANT PERSON OR DO NOT AGREE WITH THE FOREGOING, PLEASE DO NOT PROCEED FURTHER IN THIS PRESENTATION. 2

  3. Executive Summary Management Resource Solutions (“MRS”) has entered into an Asset Sale Agreement to acquire selected assets of the SubZero Group Limited (“SubZero”) for $6.1m (the “Transaction), comprising; $1.0m in cash upfront, • • $0.5m in cash 12 months after transaction completion, • $1.8m in MRS shares; and • the assumption of certain liabilities. SubZero offers on and off-site structural, mechanical and support services to top tier coal mining companies in the Hunter Valley region The transaction is an opportunity for MRS to acquire a well established, profitable business at a low point in the resource cycle Underlying profitable business with strong gross margins The Transaction is value accretive, with an EV / EBITDA multiple of 2.0x - 3.0x Pro forma 2016FY revenues of the combined MRS and Subzero businesses in the order of $80m Acquiring SubZero adds significant value to MRS 3

  4. Contents 1. MRS Overview 2. Transaction Summary 3. SubZero Group Overview 4. Acquisition Funding MRS Transaction SubZero Acquisition Overview Summary Overview Funding 4

  5. Management Resource Solutions MRS Overview MRS Transaction SubZero Acquisition Overview Summary Overview Funding

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