MMC.L Regulatory News (MMC)

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 £10 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.

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.