REG-RM plc RM plc: Publication of Circular and Notice of General Meeting

RMAnnouncement

31/03/2023 12:15

============

   RM plc (RM.)
   RM plc: Publication of Circular and Notice of General Meeting

   31-March-2023 / 12:07 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

   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 £16.0 million in cash.
     • Initial consideration  of  £12.0  million  in cash  will  be  paid  on
       completion,  adjusted  to  reflect  the  normalised  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 and to 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 £211m 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, and secondary 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 and colleges.

   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.

    

    

   ══════════════════════════════════════════════════════════════════════════

   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.

   ══════════════════════════════════════════════════════════════════════════

   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

   ══════════════════════════════════════════════════════════════════════════

    1 fncls.ssp?fn=show_t_gif&application_id=1598577&application_name=news&site_id=refinitiv2

References

   Visible links


============