MMC.L Regulatory News (MMC)

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 Placing and Open Offer

On 14 May 2010, the Board of Directors of Management Consulting Group PLC ("MCG", or the "Company") announced details of a proposed Firm Placing, Placing and Open Offer to raise approximately £25 million (before expenses), through the issue of 113,725,732 New Ordinary Shares at an Issue Price of 22 pence per New Ordinary Share, and 53,109,916 Warrants. The Open Offer has now closed in accordance with its terms. MCG is pleased to announce that the Open Offer was oversubscribed, through applications under the Open Offer Entitlements and the Excess Open Offer Entitlements. Basic Open Offer Entitlements subscribed for will be satisfied in full. Applications for Excess Shares, due to the level of oversubscription, will be scaled back by approximately 35 per cent. in the manner set out in the Company's Prospectus dated 1 June 2010.

The Company believes that equity ownership amongst its employees is important, and is delighted that a significant number of senior employees who are not currently shareholders have taken the opportunity to acquire Ordinary Shares as placees. Due to the high level of demand from the MCG senior staff as placees, MCG has agreed with BlueGem that it will reduce the level of its subscription pursuant to the Firm Placing by 1,587,727 New Ordinary Shares and 741,468 related Warrants and that MCG will instead issue these New Ordinary Shares and Warrants to MCG Placees. In addition, Gartmore, as previously disclosed, has agreed that a proportion of its allocation of New Ordinary Shares and Warrants under the Placing and Open Offer can also be applied to satisfy, in full, demand from the senior staff placees. In total, this will mean 3,741,396 New Ordinary Shares and 1,747,231 Warrants will be issued to MCG Placees (excluding New Ordinary Shares and Warrants which certain Directors among the MCG Placees have been allocated in their capacity as Qualifying Shareholders participating in the Open Offer).

Alan Barber, MCG's Executive Chairman, said:

"The oversubscription for the Open Offer underlines shareholder and employee support for this fundraising and it is gratifying that a significant number of senior staff who are not currently shareholders participated in this offer.

I would like to thank BlueGem and Gartmore for their assistance in allowing their allocations to be reduced in order to satisfy, in full, the senior staff placee applications.

With support from Gartmore and BlueGem, a strengthened balance sheet and a new Chief Executive, Nick Stagg, from 1st July, MCG is now better equipped to capture organic growth opportunities and deliver improved shareholder value. We thank shareholders for their continued support."

Accordingly BlueGem (acting through its wholly-owned subsidiary BlueGem Beta) has, through the Firm Placing, now conditionally subscribed for, and will therefore be allocated, 75,685,000 New Ordinary Shares at a price of 22 pence per New Ordinary Share. Following this transaction BlueGem will hold 17% of MCG's issued and outstanding shares. BlueGem will also receive 35,344,895 Warrants.

The Firm Placing, Placing and Open Offer is conditional upon, amongst other things, the approval of Shareholders at a General Meeting (scheduled for 2.30pm today).

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:

This announcement has been issued by, and is the sole responsibility of, Management Consulting Group PLC.

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Sponsor and Sole Financial Adviser to MCG and is acting for no-one else in connection with the Capital Raising and will not be responsible to anyone other than MCG for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Capital Raising or any matters referred to in this announcement. N M Rothschild & Sons Limited is not underwriting the Capital Raising.

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as bookrunner and broker to MCG and is acting for no-one else in connection with the Capital Raising and will not be responsible to anyone other than MCG for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection with the Capital Raising or any other matter referred to in this announcement. Collins Stewart Europe Limited is not underwriting the Capital Raising.

Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as broker to MCG and is acting for no-one else in connection with the Capital Raising and will not be responsible to anyone other than MCG for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with the Capital Raising or any other matter referred to in this announcement. Oriel Securities Limited is not underwriting the Capital Raising.

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 N M Rothschild & Sons Limited, Collins Stewart Europe Limited or Oriel Securities Limited 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.

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.