TIDMMMC
RNS Number : 0963T
Management Consulting Group PLC
29 June 2018
This announcement contains inside information
29 June 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
("MCG" or the "Company")
Publication of prospectus and notice of general meeting in
relation to
proposed Placing and Open Offer of 1,000,050,372 New Ordinary
Shares
to raise up to approximately GBP10 million
Prospectus and notice of General Meeting
In connection with the Placing and Open Offer announced by the
Company earlier today, the Company now confirms that the prospectus
relating to the Placing and Open Offer (the "Prospectus") was
approved by the FCA earlier today.
The Prospectus, which will be posted to Shareholders today,
includes a notice convening a General Meeting of the Company to be
held at the offices of Baker & McKenzie LLP, 100 New Bridge
Street, London EC4V 6JA at 11.00 a.m. on 18 July 2018.
The Prospectus will shortly be available to view on the
Company's website (www.mcgplc.com). Copies of the Prospectus will
be available from the registered office of the Company at St Paul's
House 4th Floor, 10 Warwick Lane, London EC4M 7BP and will also be
available for inspection up to Admission at the offices of Baker
& McKenzie LLP at 100 New Bridge Street, London EC4V 6JA.
Management Consulting Group PLC
020 7710
Nick Stagg 5000
Peel Hunt
020 7418
Justin Jones 8900
Sam Cann
The person arranging release of this announcement on behalf of
the Company is Nick Stagg, the Chairman and Chief Executive of the
Company.
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
with 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 therefor is
expressly disclaimed.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:
This announcement includes forward-looking statements. The words
"believe", "anticipate", "expect", "intend", "aim", "plan",
"predict", "continue", "assume", "positioned", "may", "will",
"should", "shall", "risk" and other similar expressions that are
predictions of or indicate future events and future trends identify
forward-looking statements. These forward-looking statements
include all matters that are not historical facts. In particular
statements regarding the Company's strategy, dividend policy and
other future events or prospects are forward-looking statements.
You should not place undue reliance on forward-looking statements
because they involve known and unknown risks, uncertainties and
other factors that are in many cases beyond the Company's control.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. The Company
caution's you that forward-looking statements are not guarantees of
future performance and that the Company's actual results of
operations, financial condition and the development of the industry
in which the Company operates may differ materially from those made
in or suggested by the forward-looking statements contained in this
announcement. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward-looking statements that the Company, or persons acting on
its behalf, may issue.
These forward-looking statements reflect the Company's judgment
at the date of this announcement and are not intended to give any
assurances as to future results. Save as required by MAR, the
Listing Rules, Disclosure Guidance and Transparency Rules and/or
the Prospectus Rules or other applicable law or regulation, the
Company undertakes no obligation to update these forward-looking
statements, and will not publicly release any revisions it may make
to these forward-looking statements that may result from events or
circumstances arising after the date of this announcement. The
Company will comply with its obligations to publish updated
information as required by law or by any regulatory authority but
assumes no further obligation to publish additional
information.
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
MSCPGUPUQUPRGPB
(END) Dow Jones Newswires
June 29, 2018 08:06 ET (12:06 GMT)
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