MMC.L Regulatory News (MMC)

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 £10 million gross proceeds

Highlights

· Gross proceeds of approximately £10 million raised (approximately £8.5 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:

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 £8.5 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

(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.