17 Aug 2018 16:53
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Management Consulting Group PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | BlueGem Secondary LP | |||||
City and country of registered office (if applicable) | Edinburgh, Scotland | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 19 July 2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 17 August 2018 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 474,522,745 | Nil | 31.3% | 31.3% | ||
Position of previous notification (if applicable) | ||||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
ORDINARY | 0 | 474,522,745 | 0 | 31.3% | |||||
SUBTOTAL 8. A | 474,522,745 | 31.3% | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
BlueGem Beta Limited | 0 | 0 | 0 | |
BlueGem Delta S.à.r.l | 31.3% | 0 | 31.3% | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
· BlueGem Delta S.à.r.l ("Delta") is owned by: (i) BlueGem Beta Limited, a company incorporated in Scotland with company number SC346487 ("Beta"); and (ii) BlueGem General Partner L.P. a limited partnership with registered number SL005936 in its capacity as general partner of BlueGem Secondary LP, an limited partnership with registered number LP019353 (the "Secondary Fund") as follows: o Beta owns the entire issued ordinary shares and class A tracking shares of Delta, being 10 ordinary shares of EUR 1.00 each in the capital of Delta and 25,000 class A tracking shares of EUR 1.00 each in the capital of Delta; and o the Secondary Fund owns the entire issued class B1 tracking shares and class B2 tracking shares of Delta being 12,500 class B1 tracking shares of EUR 1.00 each in the capital of Delta and 12,500 class B2 tracking shares of EUR 1.00 each in the capital of Delta. · The Secondary Fund owns the entire issued share capital of Beta, being 30,131,627 ordinary shares of £1.00 each in the capital of Beta. | ||||
Place of completion | Glasgow |
Date of completion | 17 August 2018 |