RM plc: Publication of Circular and Notice of General Meeting

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)  [email protected]

Tarryn Riley, Investor Relations 

Headland Consultancy      Tel:  +44 (0)203 805 4822

Stephen Malthouse      [email protected]

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.