17 Jun 2010 16:02
NOT FOR RELEASE, DISTRIBUTION OR TRANSMISSION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA
17 June 2010
MANAGEMENT CONSULTING GROUP PLC
Result of General Meeting
The Board of Directors of Management Consulting Group PLC ("MCG", or the "Company") is pleased to announce that the Resolutions proposed at the General Meeting today to approve the proposed Firm Placing, Placing and Open Offer of 113,725,732 New Ordinary Shares and up to 53,109,916 Warrants and related matters were duly passed without amendment by the required majority on a show of hands.
Further details of the Resolutions were set out in a prospectus to shareholders of MCG published on 1 June 2010.
The proxy votes received over 213,004,260 Ordinary Shares lodged in respect of the Resolutions are as follows:
| Resolution | Shares For | % of vote | Shares Against | % of vote | Votes Withheld* |
| 1 | 211,893,984 | 99.6 | 780,859 | 0.4 | 329,417 |
| 2 | 211,899,775 | 99.7 | 593,435 | 0.3 | 511,050 |
| 3 | 211,896,899 | 99.6 | 775,553 | 0.4 | 331,808 |
| 4 | 212,075,282 | 99.7 | 599,561 | 0.3 | 329,417 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolutions.
MCG has forwarded two copies of the Resolutions passed at the General Meeting to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address:
Document Viewing Facility
UK Listing Authority
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
The full text of the Resolutions can also be viewed on the Company's website, www.mcgplc.com, or in the prospectus published by the Company on 1 June 2010.
The Firm Placing, Placing and Open Offer remain conditional upon the Placing Letters, Subscription Agreement and the Sponsor's Agreement becoming unconditional in all respects.
Set out below is an expected timetable of principal events in relation to the Firm Placing, Placing and Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event | Time and/or date |
| Admission and commencement of dealings in the New Ordinary Shares | 8.00 a.m. on 18 June 2010 |
| New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST | 18 June 2010 |
| Despatch of definitive share certificates for the New Ordinary Shares in certificated form | by 25 June 2010 |
| Despatch of definitive Warrant certificates to all Qualifying Shareholders | by 25 June 2010 |
(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 MCG 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, MCG and N M Rothschild & Sons Limited 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 two announcements published by MCG on 1 June 2010. A copy of the Prospectus and these announcements are available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. 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, 10 Fleet Place, London EC4M 7RB and at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA up to and including the date of Admission and have also been published at www.mcgplc.com.
Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus.
For further information, please contact:
| Management Consulting Group PLC Alan Barber Nick Stagg Craig Smith | +44 (0) 20 7710 5000
|
IMPORTANT NOTICE:
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan, New Zealand, Australia or the Republic of South Africa.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "US Securities Act"). The securities mentioned herein may not be offered or sold in the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
The information in this announcement may not be forwarded or distributed to any other person and may 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.