RM plc (RM.) RM plc: Publication of Circular and Notice of
General Meeting 31-March-2023 / 12:07 GMT/BST
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31 March 2023
RM plc
Proposed sale of the RM Integris and Finance Business
Publication of Circular and Notice of General Meeting
Further to the announcement made on 28 November 2022 in relation
to the proposed sale (the "Sale") of RM Integris and RM Finance
Business and related assets of its principal trading subsidiary, RM
Education Limited ("RMEL"), (the "RM Integris and RM Finance
Business") to The Key Support Services Limited ("The Key"), RM plc,
(LSE: RM) ("RM" or the " Company") will today, having received FCA
approval, publish a circular for its Shareholders (the "Circular")
together with a form of proxy.
The Sale is conditional, amongst other things, on the approval
of RM's Shareholders. Accordingly, the Circular contains a notice
convening a general meeting of the Company which is to be held at
10.30 a.m. on 19 April 2023 (the " General Meeting") at which an
ordinary resolution (the "Resolution") will be proposed for RM's
Shareholders to approve the Sale (the "Notice of General
Meeting").
The Company urges Shareholders to read the Circular once
published carefully as it contains important information in
relation to the Sale. Any vote in respect of the Resolution should
be made only on the basis of the information contained within the
Circular.
Recap of highlights:
-- Sale of the RM Integris and RM Finance Business to The Key
for a consideration of up to GBP16.0 million incash.
-- Initial consideration of GBP12.0 million in cash will be paid
on completion, adjusted to reflect thenormalised working capital
position of the RM Integris and RM Finance Business.
-- The remaining consideration will be paid in cash subject to
the satisfaction of certain conditions,including those relating to
competition clearance.
-- The net proceeds of the Sale will be used to reduce Group
indebtedness.
-- The Sale executes against the previously outlined strategy to
restructure the RM Technology Division andto refocus its strategy
on its core Managed Services business.
The Board considers the Sale (and the Resolution necessary to
implement the Sale) to be in the best interests of RM and its
Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolution to be
proposed at the General Meeting.
Subject to the Resolution being duly passed, it is anticipated
that the Sale will be completed on 31 May 2023. If this expected
timeframe changes, the Company will give notice of the changes in
an announcement through a regulatory information service.
The Circular and the Notice of General Meeting are being
submitted today to the Financial Conduct Authority's National
Storage Mechanism (the "NSM") and will be available for inspection
at https://data.fca.org.uk/#/nsm/ nationalstoragemechanism.
The Circular and the Notice of General Meeting will also be
available for viewing on RM's website at www.rmplc.com.
Enquiries:
RM plc
Mark Cook, Chief Executive Officer Tel: +44 (0)1235 401 805
Emmanuel Walter, Chief Financial Officer (interim)
investorrelations@rm.com
Tarryn Riley, Investor Relations
Headland Consultancy Tel: +44 (0)203 805 4822
Stephen Malthouse rm@headlandconsultancy.com
Jemma Savage
Notes to Editors:
RM plc is a leading supplier to the international education
sector, with a turnover of GBP211m and approximately 2,000
employees globally. Established in 1973, RM provides market-leading
products and services to educational institutions, exam bodies and
international governments which improve, simplify and support
education and learning. The education sector is transforming, and
RM is well positioned to capitalise on this through its three
divisions:
-- RM Resources, an established provider of education resources
for early years, primary schools, andsecondary schools across the
UK and eighty countries internationally.
-- RM Assessment, a leading provider of assessment software,
supporting exam awarding bodies, universities,and governments
worldwide to digitise their assessment delivery.
-- RM Technology, a market-leading supplier of ICT software,
technology and services to UK schools andcolleges.
Important notice
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the directors of the current Company's
intentions, beliefs or expectations concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies and the Company's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements in this announcement
are based on certain factors and assumptions, including the
directors of the Company's current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity.
Whilst the directors of the Company consider these assumptions to
be reasonable based upon information currently available, they may
prove to be incorrect. Save as required by applicable law or the
Listing Rules of the Financial Conduct Authority or the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority,
the Company undertakes no obligation to release publicly the
results of any revisions to any forward-looking statements in this
announcement that may occur due to any change in the directors of
the Company's expectations or to reflect events or circumstances
after the date of this announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
All references to time in this announcement are to London time
unless otherwise stated.
Capitalised terms used in the Circular shall have the same
meanings in this announcement.
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: GB00BJT0FF39
Category Code: MSCH
TIDM: RM.
LEI Code: 2138005RKUCIEKLXWM61
OAM Categories: 2.2. Inside information
3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 234237
EQS News ID: 1598577
End of Announcement EQS News Service
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