TIDMMMC
RNS Number : 0509V
Management Consulting Group PLC
18 July 2018
18 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR
THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER
THIS
ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY
CONTRACT OR
COMMITMENT WHATSOEVER
Management Consulting Group PLC
(the "Company")
General Meeting and Placing and Open Offer Results
Successful fundraising of approximately GBP10 million gross
proceeds
Highlights
-- Gross proceeds of approximately GBP10 million raised (approximately GBP8.5 million net)
-- Strong shareholder support with approximately 82% take up of Open Offer Entitlements
-- Offer oversubscribed with applications under the Excess Application Facility
-- Appointment of Pamela Hackett, Proudfoot Chief Executive, to the Board
-- Strong financial platform to deliver the turnaround of the Group's Proudfoot business
Nick Stagg, Chairman and Chief Executive, commented:
"The success of the fundraising, particularly the level of
applications under the offer, demonstrates the support of our
shareholders for our strategy. With this funding now in place, we
can focus all our attention on driving the Proudfoot business
forward, building on its strengths and experience, to deliver value
to our clients worldwide.
We are also delighted to welcome Pamela Hackett to the Board.
Pamela has a long and successful history with Proudfoot and will
continue to lead the transformation of the Proudfoot business."
Result of General Meeting
At the General Meeting of the Company held on 18 July 2018 at
Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at
11.00am, all Resolutions were duly passed by the requisite majority
of Shareholders present in person or by proxy.
The following is a summary of the Forms of Proxy received up to
48 hours before the time of the General Meeting by the Registrars,
appointing the Chairman of the General Meeting or another nominated
person as proxy:
Votes For* Votes Against Votes Withheld**
Resolution 1:
The issue of shares at
a discount of greater
than 10% 317,323,404 8,475 0
------------ -------------- -----------------
Resolution 2:
The allotment of shares
as required under the
Placing, Open Offer and
PH Placing. 317,323,404 8,475 0
------------ -------------- -----------------
Resolution 3:
The disapplication of
pre-emption rights for
the shares allotted under
the Placing, Open Offer
and PH Placing. *** 317,311,222 7,892 12,182
------------ -------------- -----------------
Resolution 4:
The grant of the waiver
by the Panel on Takeovers
and Mergers of any requirement
under Rule 9 of the City
Code on Takeovers and
Mergers on BlueGem Delta
S.à.r.l. to make
a general offer to the
shareholders of the Company. 192,695,472 1,725 124,629,895
------------ -------------- -----------------
Resolution 5:
The implementation by
the Directors of the Placing,
Open Offer and PH Placing. 317,318,451 8,475 0
------------ -------------- -----------------
Resolution 6:
The approval of the PH
Placing as a related party
transaction for the purposes
of Chapter 11 of the Listing
Rules of the UK Listing
Authority. 317,325,201 1,725 0
------------ -------------- -----------------
The total issued ordinary share capital at 18 July 2018 was
511,136,857 shares.
The total proportion of the issued ordinary share capital
represented by proxy was 62%
* Includes those votes giving the Chairman discretion.
** A 'Vote Withheld' is not a vote in law and is not counted
towards the votes cast 'for' and 'against' a resolution.
*** Denotes a special resolution.
The full text of the Resolutions can be found in the Prospectus
dated 29 June 2018, which is available for inspection at
www.mcgplc.com. In addition, copies of the Prospectus are available
for inspection during normal business hours on Monday to Friday of
each week (public holidays excepted) at Management Consulting Group
PLC, St Paul's House 4th Floor, 10 Warwick Lane, London, EC4M 7BP
and at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V
6JA.
Result of Placing and Open Offer
On 29 June 2018, the Board of Directors of the Company announced
details of a proposed Placing and Open Offer to raise approximately
GBP8.5 million net of expenses, through the issue of 1,000,050,372
additional New Ordinary Shares in the Company at an issue price of
1 penny per New Ordinary Share representing up to 196 per cent. of
the Existing Ordinary Share Capital. The Open Offer has now closed
in accordance with its terms.
The Company is pleased to announce that 1,000,050,372 Open Offer
Shares in aggregate have been subscribed for by Qualifying
Shareholders under the Open Offer and Excess Application Facility.
This represents 100 per cent. of the Open Offer Shares offered
pursuant to the Open Offer.
The Open Offer was oversubscribed through applications under the
Open Offer and the Excess Application Facility, which indicates
confidence by our shareholders in the strategy and management of
the business. Open Offer Entitlements subscribed for will be
satisfied in full. Due to the level of oversubscription,
applications for Excess Shares have been scaled back in the manner
set out in the Prospectus dated 29 June 2018, that is having regard
to both the number of Excess Shares applied for and to the valid
shareholdings of Qualifying Shareholders on the Record Date.
Following the passing of Resolutions 1 to 5 above, the Placing
and Open Offer remains conditional, amongst other things, upon the
Subscription Agreements, the Directors' Irrevocables and the
Sponsor Agreement becoming unconditional in all respects and
Admission becoming effective by no later than 8.00 a.m. on 19 July
2018 (or such later time and/or date as Peel Hunt and the Company
may agree, being not later than 25 July 2018).
In addition, following the passing of Resolutions 1 to 6 above,
5,341,195 New Ordinary Shares will be issued to Pamela Hackett
pursuant to the PH Placing as described in the Prospectus. The PH
Placing remains conditional upon Admission becoming effective.
As a result of the Placing and Open Offer, the Company announces
that applications have been made for 1,005,391,567 ordinary shares
of 1 pence each in the Company to be listed on the Official List of
the UK Listing Authority and to be admitted to trading on the
London Stock Exchange's main market for listed securities.
Admission and commencement of dealings in the New Ordinary
Shares is expected to have effect from 8.00 a.m. on Thursday, 19
July 2018. Thereafter the Company will have a total of
1,516,528,424 shares issued and outstanding.
Set out below is an expected timetable of principal events in
relation to the Placing and Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Admission and commencement of 8.00 a.m. on 19 July 2018
dealings in the New Ordinary
Shares
------------------------------
New Ordinary Shares in uncertificated 19 July 2018
form expected to be credited
to accounts in CREST
------------------------------
Expected despatch of definitive Within five (5) Business Days
share certificates for the New of Admission
Ordinary Shares in certificated
form
------------------------------
(1) References to times in this announcement are to London time unless otherwise stated.
(2) The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
may be adjusted by the Company in which event details of the new
times and dates will be notified to the UK Listing Authority, the
London Stock Exchange and, where appropriate, Qualifying
Shareholders. In particular, in the event that withdrawal rights
arise under Section 87Q of FSMA prior to Admission, the Company and
Peel Hunt LLP may agree to defer Admission until such time as such
withdrawal rights no longer apply.
This announcement should be read in conjunction with the full
text of the Prospectus and the two announcements published by the
Company on 29 June 2018. A copy of the Prospectus and the two
announcements are available for inspection at www.mcgplc.com. In
addition, copies of the Prospectus are available for inspection
during normal business hours on Monday to Friday of each week
(public holidays excepted) at Management Consulting Group PLC, St
Paul's House 4th Floor, 10 Warwick Lane, London, EC4M 7BP and at
Baker & McKenzie LLP, 100 New Bridge Street, London EC4V
6JA.
Capitalised terms used, but not defined, in this announcement
have the same meanings as given to them in the Prospectus dated 29
June 2018.
Appointment of Pamela Hackett to the Board
As contemplated in the Prospectus, the Board has today resolved
to appoint Pamela Hackett as an Executive Director. Pamela has been
the Chief Executive of Proudfoot since 2017 and has a 30-year
history with the business. Pamela leads the Proudfoot Global
Management Team, which ensures client satisfaction across the
Proudfoot world. Pamela has held various executive roles including
President, EMEA Business and the global leadership of Proudfoot
People Solutions practice. Pamela is a recognised thought leader in
transformative change and has led client engagements across
multiple sectors in more than 35 countries.
Enquiries:
For further information please contact:
Management Consulting Group PLC Tel: +44 20 7710 5000
Nick Stagg, Chairman and Chief Executive
IMPORTANT NOTICES:
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
announcement should be interpreted as a term or condition of the
Placing and Open Offer. Investors should not subscribe for or
purchase any New Ordinary Shares referred to in this announcement
in connection with the Placing and Open Offer except on the basis
of information contained in the Prospectus.
This announcement does not constitute or form a part of any
offer to sell or subscribe for, or solicitation of an offer to buy
or subscribe for, securities in any jurisdiction in which such
offer or solicitation is unlawful and, in particular, is not for
distribution in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan, or any country or
territory where to do so may contravene local securities laws or
regulations (each, a "Restricted Territory"). The securities
mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "US
Securities Act") or under any applicable securities laws of any
state, province, territory, county or jurisdiction of any
Restricted Territory.
The information in this announcement must not be forwarded,
distributed or sent, directly or indirectly, to any other person
and must not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply
with this directive may result in a violation of the US Securities
Act or the applicable laws of other jurisdictions.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
This announcement has been issued by, and is the sole
responsibility of, the Company.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as sponsor in
connection with the publication of the Prospectus and sole
financial adviser in connection with the Rule 9 Waiver. Peel Hunt
is acting exclusively for the Company and no one else in connection
such matters and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, or providing any advice in relation to the Placing and
Open Offer, the contents of this announcement or any matters
referred to herein, and will not regard any other person (whether
or not a recipient of the Prospectus) as a client in relation to
the Placing and Open Offer.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by either Peel Hunt or by any of their
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAFXPFAFPEFF
(END) Dow Jones Newswires
July 18, 2018 07:26 ET (11:26 GMT)
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