| ASX Announcement | 22 June, 2015 |
The Board of Rubicor Group Limited ("Rubicor" or the "Company") is pleased to announce that after collaborative discussions with a number of the Company's major shareholders and meetings with David Hutchison that it has resolved to implement a number of changes to refresh the Board and senior management to best position the Company for future growth and maximise shareholder value. In particular the Board welcomes the involvement of David Hutchison, who as explained further below, has demonstrated to the Board a significant capacity to enhance and grow the Rubicor business and shareholder value. Upon completion of the changes to the Board and Senior Management, Cashel Capital Partners 1 Fund Pte Ltd, has committed to withdrawing the requisition for an Extraordinary General Meeting ("EGM"), and as such the EGM scheduled for 24 June 2015 is expected to be cancelled. Formal notice of the withdrawal of the resolution and cancellation of the EGM will be given to Shareholders upon receipt by the Company of the notice to withdraw the resolutions from Cashel.
Board Changes
As part of a refresh of the Board, Mr John Pettigrew, Mr Russell Pillemer and Mr Kevin Levine will retire from the Board today. In their stead, Mr Peter Lewis will be appointed as Chairman, Mr George Miltenyi as a Non-Executive director and Mr David Hutchison as an Executive Director and CEO (see management changes below). Ahead of their appointment the new Board wishes to thank John and Russell for their services to the Rubicor shareholders since the Company's ASX listing in 2007, as well as Kevin Levine's contribution as an Executive Director since 2014. The new Board would like to acknowledge the careful stewardship of the Board through the challenging aftermath of the GFC and the crucial restructure of the Company's finance facilities in 2013 which has enabled the company to recover and position Rubicor as one of Australasia's largest recruitment services companies.
Peter Lewis - Non-executive Chairman
Peter Lewis is currently the Director of Finance for Acquire Learning & Careers, a non-executive director of Australian Broadcasting Corporation and 360 Capital ANI Management Limited as well as a member of the Advisory Board for Anacacia Capital. He has previously held a number of board and advisory positions. He is also a Fellow of the Institute of Chartered Accountants in Australia, a member of the Australian Society of Certified Practicing Accountants and a Fellow of the Governance Institute of Australia.
Mr George Miltenyi - Non-executive Director
George Miltenyi is currently a Non-Executive Director of ASX listed company Geodynamics Limited (ASX:GDY) and has been owner, investor and director in a wide range of commercial ventures including companies engaged in organisational development, marketing, immigration, education, life insurance, water distillation technology and recruitment. Since 1989, George has been the Managing Director of an organisation development company, EMD Workforce Development which consults to some of Australia's largest corporations. He recently served for 7 years as a non-executive director of Kuth Energy (ASX Listed). George was instrumental in building one of Australia's largest English language educational companies (ACL). Recently, he was a director of Australian Life Insurance Pty Ltd, a unique company specialising in the provision of life and home contents insurance through mortgage brokers. George founded and managed such business as Multicultural Marketing and Management, Immigration Australia and Clean Water Technology. George has a passion for commercialising and building businesses. He is a Fellow of the Australian Institute of Company Directors and holds qualifications in Law and Social Work.
The non-executive director remuneration arrangements have been changed such that non-executive directors will receive $50,000.00 per annum and the Chairman will receive $75,000.00 per annum.
Management Changes
Kevin Levine will stand down as CEO. In December 2012, Kevin was appointed CEO in addition to his CFO responsibilities. In difficult circumstances his first responsibility as CEO was to successfully guide the Company through the restructure of its finance facilities ensuring the Company's future. Following this restructure he has overseen the implementation of a number of initiatives which have created the platform for the next stage of growth which has left the Company in a significantly better position than when he commenced as CEO. The new Board wishes to thank Kevin for his achievements as CEO, in addition to his wider contribution over a 10 year career with Rubicor. Kevin will move to a transitional role for a period of time to support the new CEO, Board and management through this transition with an intention to leave the Company at its conclusion.
David Hutchison has been appointed as Rubicor CEO. David has significant experience in the Australian and global recruitment industry. He is committed to pursuit of a strategy to achieve sustainable growth for the Company and grow shareholder value. Importantly, through David's standing in the industry he brings a tangible first step to achieving this growth, as outlined below.
The terms of David's appointment includes a base salary, inclusive of superannuation of $340,000 per annum to be reviewed annually by the Remuneration and Human Resources Committee. As required by ASX Listing Rule 3.16.4, the material terms of David's employment agreement will be advised by way of a separate announcement, as soon as the details are finalised.
Significant Revenue Opportunity
Through David's extensive relationships within the recruitment and labour hire industry, there exists a significant opportunity to secure a number of new labour hire, recruitment and training contracts, which upon successful transition into Rubicor would result in a material increase in the Company's revenues and EBITDA. The Company will announce further detail around these opportunities upon successful acquisition and documentation but the new Board believe these opportunities represent a significant opportunity to transform the revenues and profitability of the Company.
Rights issue
As communicated in the announcement regarding the Carthona Placement on 16 March 2015, Rubicor intended to raise approximately an additional $500,000 via a rights issue. The new Board will carefully assess the timing and quantum of the rights issue as required, with particular consideration given to any working capital requirements in relation to the aforementioned contract opportunities. Once the new Board has determined the Company's capital requirements, the details of the rights issue will be announced to the market. The rights issue is expected to be fully underwritten by Mr David Hutchison or a related entity.
For more information, please visit http://doc.irasia.com/listco/au/rubicor/press/p150622.pdf.
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