RNS Number:4308V
Management Consulting Group PLC
2 May 2002
FOR IMMEDIATE RELEASE
Management Consulting Group PLC
2 May 2002
Not for release, publication or distribution in or into the United States of
America, South Africa, Canada, Australia or Japan.
Management Consulting Group PLC
Proposed Acquisition of Parson Group, LLC
and
Proposed Placing and Open Offer of 60,030,780 New Ordinary Shares
at 67 pence per New Ordinary Share
Key points
• Parson is a financial management consultancy based entirely within the
United States. This strategic acquisition is the first step towards
expanding MCG's offerings in line with its strategy of diversification
within the consulting sector.
• Parson provides financial management consultancy services from 13 offices
in the United States.
• The acquisition of Parson is for a total consideration of US$55 million
(approximately £37.7 million), which represents 0.8 times Parson's 2001
revenue.
• US$53 million (approximately £36.3 million) will be due in cash on
completion, with the balance of US$2 million (approximately £1.4 million)
being satisfied by the issue of new ordinary shares in three equal tranches
on completion and the first and second anniversaries of completion
respectively.
• To fund the cash element of the consideration, MCG intends to raise in
aggregate £40.2 million before expenses (£37.5 million net of expenses).
Approximately £30 million (before expenses) is proposed to be raised from
the Firm Placing, and approximately £10.2 million (before expenses) is
proposed to be raised from the Placing and Open Offer. The Firm Placing and
the Placing and Open Offer have been fully underwritten by Beeson Gregory.
• Shareholders eligible to participate in the Open Offer will be able to
apply for 1 Open Offer share for every 8 ordinary shares held at the record
date.
• KPMG Corporate Finance is acting as sponsor and financial adviser to MCG.
Beeson Gregory Limited has fully underwritten the Firm Placing and the
Placing and Open Offer.
• The proposed acquisition, the Firm Placing and the Placing and Open Offer,
are conditional on shareholders' approval being obtained at an Extraordinary
General Meeting of the Company to be held on 29 May 2002.
• A prospectus comprising a circular to shareholders including, inter alia,
further details of the acquisition, the Firm Placing and the Placing and
Open Offer together with a notice of the EGM and an application form to
enable qualifying shareholders to subscribe for their entitlement under the
Open Offer, will be posted to shareholders tomorrow.
This summary should be read in conjunction with the full text of the following
announcement. A complete list of definitions is available at the end of the full
text of the announcement.
Commenting on this announcement, Dr Rolf Stomberg, Non-Executive Chairman of
MCG, said:
"Our strategy includes the acquisition of consulting businesses that diversify
the range of services available to clients. I am delighted that we have made
the first step in this direction through the acquisition of Parson. This will
build on the success of our Proudfoot Consulting business."
Commenting on this announcement, Mr Kevin Parry, Chief Executive of MCG said:
"We consider that demand for the financial management consulting services
provided by Parson will grow as the 'big 4' accounting firms are increasingly
restricted from providing such services to their current and prospective audit
clients. The acquisition of Parson provides a very attractive means of
expanding our presence in the US at a time when market opportunities are opening
up."
Commenting on this announcement, Mr Daniel Weinfurter, CEO of Parson said:
"Management Consulting Group shares our vision of providing highly valued
specialist services to major corporates. We are delighted that they are
acquiring our business and securing the future for our people."
Enquiries:
Management Consulting Group PLC
Kevin Parry, Chief Executive
+ 44 207 832 3700
Stephen Purse, Finance Director
+ 44 207 832 3700
KPMG Corporate Finance
Richard Barlow
+ 44 207 311 1000
Buchanan Communications
Richard Darby
+ 44 207 466 5000
The Firm Placing and the Placing and Open Offer are not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, electronic mail, facsimile
transmission, telex or telephone) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States of America,
South Africa, Canada, Australia or Japan and the Firm Placing and the Placing
and Open Offer cannot be accepted by any such use, means, instrumentality or
facility or from within the United States of America, South Africa, Canada,
Australia or Japan.
It is the responsibility of all persons resident outside the United Kingdom who
wish to apply for Open Offer shares to satisfy themselves as to the full
observance of the laws of the relevant territory in connection therewith,
including any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes due in such
other territory.
KPMG Corporate Finance, a division of KPMG, is acting exclusively for MCG as
financial adviser and sponsor in relation to the Firm Placing and the Placing
and Open Offer and in connection with the application for admission to the
Official List of the new ordinary shares. KPMG Corporate Finance will not be
responsible to any person other than MCG for providing the protections afforded
to clients of KPMG Corporate Finance or for affording advice in relation to the
Firm Placing and the Placing and Open Offer and other proposals or in relation
to the contents of this announcement or any transaction or arrangement referred
to herein.
Beeson Gregory Limited, which is regulated in the UK by the Financial Services
Authority is acting exclusively for MCG as underwriter of the Firm Placing and
the Placing and Open Offer. Beeson Gregory Limited is not acting for any other
person and will not be responsible to any person other than for providing the
protections afforded to customers of Beeson Gregory Limited or for affording
advice in relation to the Firm Placing and the Placing and Open Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
FOR IMMEDIATE RELEASE
Management Consulting Group PLC
2 May 2002
Not for release, publication or distribution in or into the United States of
America, South Africa, Canada, Australia or Japan.
Management Consulting Group PLC
Proposed Acquisition of Parson Group, LLC
and
Proposed Placing of 44,776,119 Firm Placed Shares and Placing and Open Offer of
15,254,661 Open Offer Shares at a price of 67 pence per New Ordinary Share
Introduction
The Board of MCG is pleased to announce that agreement has been reached,
subject, inter alia, to shareholders' approval, for the proposed acquisition of
Parson, a financial management consulting business based in the United States.
The total consideration is US$55 million (approximately £37.7 million) of which
US$53 million (approximately £36.3 million) will be due in cash on completion,
with the balance of US$2 million (approximately £1.4 million) being satisfied by
the issue of new ordinary shares to an employee vendor who is also part of the
management of Parson. These shares will vest in three instalments of equal
value: the first on completion, the second on the first anniversary of
completion and the third on the second anniversary of completion. The Company
will also be granting options over ordinary shares to certain Parson employees
in order to create the employee retention pool.
The Board of MCG also announces that it proposes to raise approximately £40.2
million gross of expenses (approximately £37.5 million net of expenses) by way
of the Firm Placing and the Placing and Open Offer of 60,030,780 New Ordinary
Shares at 67 pence per ordinary share. Of this gross amount, approximately £30
million is proposed to be raised by way of the Firm Placing, and approximately
£10.2 million by way of the Placing and Open Offer.
The Firm Placing and the Placing and Open Offer are to provide funds for the
payment of the cash element of the consideration for the Acquisition.
44,776,119 new ordinary shares have been placed firm with institutional
investors, and the balance of 15,254,661 new ordinary shares have been placed
subject to an Open Offer whereby qualifying shareholders are invited to apply
for up to 15,254,661 Open Offer Shares on the basis of:
1 Open Offer Share for every 8 ordinary shares held on the record date.
The Firm Placing and the Placing and Open Offer have been fully underwritten by
Beeson Gregory. Qualifying shareholders are being given the opportunity to
participate in this fundraising by way of the Open Offer which is being made by
KPMG Corporate Finance on the Company's behalf.
The Acquisition, in view of its size, the Firm Placing and the Placing and Open
Offer are all conditional, inter alia, upon the approval of shareholders to be
sought at the Extraordinary General Meeting convened for 11 am on 29 May 2002.
In addition, the Acquisition is conditional inter alia, on the Placing and Open
Offer Agreement becoming unconditional in all respects (otherwise than with
respect to admission) and the Firm Placing and the Placing and Open Offer
proceeding.
The current business of MCG
The current business of MCG, Proudfoot Consulting, is a specialist management
consultancy that implements operational improvements. This combines three core
disciplines:
• Process redesign - thoroughly reviewing and redesigning existing business
processes (whether sales, cost or overhead related) to improve their
effectiveness;
• Education and coaching - working with and educating relevant people to
align their thinking and behaviour in support of the operation of the
redesigned processes and so facilitate positive change; and
• Project management - working with and coaching clients until the benefits
of the change are realised and embedded in the corporate culture.
The successful combination of these three disciplines results in an installation
that measurably improves the efficiency of the client organisation at no net
annualised cost to our clients. It has been successfully applied to clients in
many industries and countries where profitability is dependent upon the
efficiency of structured processes.
The Proudfoot Consulting business trades as Proudfoot Consulting, IMR Consulting
and Czipin & Proudfoot Consulting.
Information on Parson
Parson, a limited liability company organized under the laws of the state of
Delaware, USA, which was founded in 1995, provides financial management
consulting services in the United States. Services include:
• assisting clients in improving financial management and in resolving
problems in their accounting and finance departments. This includes using
proprietary solutions and methodologies to assist clients in such areas as
budgeting and planning, cash and treasury operations, activity based
costing, financial reporting and analysis, financial modelling and
performance measures;
• process design and redesign in accounting, finance and business systems,
process flow modelling and simulation, and process engineering and design to
support technology enhancements and systems optimization; and
• planning and design of financial IT solutions, software selection and
implementation, and implementation of support of the software, including the
management of the transition and systems optimisation.
Over recent years, Parson's client base has largely comprised blue chip
companies.
Parson charges clients mainly on the basis of pre-agreed rates for time
incurred, based on the seniority of the personnel and the service being
provided.
The services are provided from 13 offices in the United States. The largest
offices are in New York, Chicago, Boston, Atlanta and Minneapolis. The company
has approximately 400 employees.
Financial information on Parson
2001 2000 1999
$'000 $'000 $'000
Turnover 65,915 71,266 56,189
Gross profit 28,422 28,320 21,913
Operating profit/(loss) 764 (3,622) (11)
Between its foundation in 1995 and early 2000, Parson was managed primarily to
maximize its revenue and it expanded its offices and headcount in anticipation
of continued buoyancy in economic conditions in the USA. Following the economic
slowdown in 2000 it has restructured its operations by rationalising offices and
aligning its headcount in light of the slower economic conditions. This process
has continued into 2002 to ensure that the cost base is maintained in line with
current lower revenue levels.
Background to and reasons for the Acquisition
MCG's stated strategy is to invest in its existing businesses and to expand its
consulting offerings. The acquisitions made in 2000 and 2001 built on the
Group's existing consulting operations and MCG now has critical mass in both
Europe and North America.
In the financial statements for the year ended 31 December 2001, it was stated
that it remained MCG's intention to diversify the range of consulting services
that it is able to provide to its clients. The Acquisition of Parson - a
financial management consultancy based entirely within the United States - is
the first such step towards expanding MCG's offerings.
Parson provides financial management consulting services primarily to large US
companies. It is the view of the Directors that the provision of financial
management consulting services is increasingly being seen as a service that it
is inappropriate for firms with auditing practices to provide to their audit
clients. This is because there can be a conflict of interest arising from
auditors providing consulting services to their clients. The directors consider
that companies will increasingly seek to obtain financial management consulting
services from firms other than the ''big 4'' practices. Consequently, the
directors believe that the medium term prospects for financial management
consulting by businesses independent of the ''big 4'' are excellent.
The Directors do not intend to merge different and distinct consulting offerings
and thus Parson will be managed as a separate business to Proudfoot Consulting,
although the directors consider that there will be opportunities for cross
selling of consultancy offerings to our clients. Parson was profitable for the
financial year ended 31 December 2001. The purchase price for Parson of US$55
million (approximately £37.7 million) represents 0.8 times Parson's 2001
revenue.
Current trading and prospects
In the statement accompanying the announcement of the 2001 results on 17 March
2002 it was indicated that the directors were confident that the group would
continue to outperform the growth in the consulting market place, estimated to
be of the order of 10 per cent. per annum. The trading update issued at the AGM
on 16 April 2002 indicated that trading had continued in line with management's
expectations. It remains the case that new work won and the current prospect
stream are consistent with the achievement of continued significant organic
growth in turnover with a consequential improvement in the operating margin for
the current financial year. Having regard to this and to the opportunities that
the acquisition provides to expand the range of the group's services the
directors expect the enlarged group to show significant revenue growth during
the current financial year and they view its prospects with considerable
optimism.
Background to and reasons for the Firm Placing and the Placing and Open Offer
The Firm Placing and the Placing and Open Offer are to provide funds for the
payment of the cash element of the consideration for the Acquisition.
The Company proposes to raise in aggregate £40.2 million gross of expenses
(approximately £37.5 million net of expenses) by way of the Firm Placing and the
Placing and Open Offer of 60,030,780 New Ordinary Shares at 67 pence per
Ordinary Share. Of this gross amount, approximately £30 million is proposed to
be raised by way of the Firm Placing, and approximately £10.2 million by way of
the Placing and Open Offer.
Structuring the fundraising this way is intended to strengthen further the
shareholder base with the introduction of additional institutional investment
through the Firm Placing whilst at the same time providing qualifying
shareholders with the opportunity to participate in the fundraising by way of
the Open Offer.
Financial effects of the Acquisition
The total revenues of Parson for the year ended 31 December 2001 amounted to
approximately US$65.9 million (approximately £45.1 million). The operating
profit of Parson in that year amounted to approximately US$0.8 million
(approximately £0.5 million). The Acquisition is expected to be earnings
enhancing before goodwill amortisation in the first full year following
completion.
The net assets of the group as reported in the financial statements for the year
ended 31 December 2001 were £20.1 million. The illustrative pro forma net assets
of the enlarged group, after taking account of the acquisition, the Firm Placing
and the Placing and Open Offer, are £59.6 million.
Goodwill representing the difference between the fair value of the consideration
given and the fair value of the net assets acquired, of approximately £33.6
million, will arise as a result of the Acquisition. This will be amortised over
20 years.
Principal terms and conditions of the Acquisition
Under the terms of the sale and purchase agreement dated 2 May 2002 between the
vendors, Parson and the Company, the Company has conditionally agreed to acquire
all of the issued and outstanding Parson units.
The consideration is US$55 million (approximately £37.7 million) of which US$53
million (approximately £36.3 million) will be due in cash, with the balance of
US$2 million (approximately £1.4 million) to be satisfied by the issue of the
consideration shares to the employee vendor (or to certain named individuals
also being employees of Parson as the employee vendor may direct). It has been
agreed that the sum of US$3.5 million (approximately £2.4 million) will be held
in escrow for a period of time commensurate with the period that the warranties
remain in force post completion.
The consideration shares will vest in three instalments of equal value. The
first on completion where the employee vendor will receive such number of
ordinary shares as are equivalent to one third of the consideration represented
by the consideration shares, divided by the average of the closing mid-market
prices for ordinary shares for the ten business days following the public
announcement of the acquisition. The second instalment will vest on the first
anniversary of completion, when the number of ordinary shares to be issued to
the employee vendor will be one third of the consideration represented by the
consideration shares, divided by the average of the closing mid-market prices
for ordinary shares for the ten business days following the public announcement
of MCG's financial results for the year ending 31 December 2002. The final
instalment of the consideration shares will vest on the second anniversary of
completion and the number of ordinary shares to be issued to the employee vendor
will be one third of the consideration represented by the consideration shares,
divided by the average of the closing mid-market prices for ordinary shares for
the ten business days following the public announcement of MCG's financial
results for the year ending 31 December 2003.
The sale and purchase agreement includes customary warranties given by certain
of the vendors for the benefit of the Company. The Company has the ability to
make claims under the warranties until 30 June 2003. The vendors have severally
agreed to indemnify the Company for breach of such warranties subject to a
limitation of such liability to US$5 million (approximately £3.4 million).
The Acquisition is conditional, inter alia, upon:
• approval of the shareholders;
• the Placing and Open Offer agreement having become unconditional in all
respects (otherwise than with respect to admission) and not having been
terminated in accordance with its terms;
• receipt of all necessary consents and approvals prior to admission;
• no adverse change in the business, operations, liabilities (contingent or
otherwise), results of operations, assets (considered in the aggregate),
equity, business, or other condition of Parson which is material to Parson
prior to admission;
• the execution and delivery by the Company, Bank of New York (the "Escrow
Agent") and the vendors of an escrow agreement relating to completion (the "
Escrow Agreement") prior to admission; and
• delivery to the Escrow Agent of the Parson units, executed non-competition
and non-solicitation agreements, lock up agreements and certain other
ancillary documents (the "Completion Deliverables") prior to Admission.
The terms of the Escrow Agreement provide that the Completion Deliverables are
automatically deliverable to the Company and completion will occur once the
Escrow Agent is in receipt of each of the following: (i) the cash consideration
payable under the terms of the sale and purchase agreement; and (ii)
confirmation from Beeson Gregory of the admission to the Official List and to
trading on the London Stock Exchange of the initial consideration shares.
Employee Retention Pool
The directors believe that it is essential in a consultancy business to reward
people in line with the group's success by share related incentive schemes. The
Board judges that an insufficient proportion of the total consideration payable
for Parson will belong to key management and it is therefore proposed to grant
options over ordinary shares to certain employees of Parson in accordance with
the Proudfoot 1998 Executive Share Option Scheme in order to establish the
employee retention pool.
In order to grant such options, the Company will allot new ordinary shares to
the Proudfoot Employee Share Ownership Trust with a market value of US$5 million
(approximately £3.4 million) as at the date of completion. Following completion,
the Company intends to make initial grants of options over approximately
two-thirds of such new ordinary shares to certain existing employees of Parson.
Grants of options over the balance of such new ordinary shares will be made by
the Company to Parrot employees over a period of time. The terms upon which the
options are to be granted will be in accordance with the Proudfoot Plc 1998
Executive Share Option Scheme, which has previously been approved by
shareholders.
Such awards of options could potentially mean that the Company would have
limited ability to issue options over ordinary shares to employees under the
Proudfoot Plc 1998 Executive Share Option Scheme. In order to maintain the
Company's flexibility to award share options to other group employees, subject
to shareholder approval, the allotment of ordinary shares pursuant to the
employee retention pool arrangement shall not be taken into account nor
otherwise affect the share limit specified in the Proudfoot Plc 1998 Executive
Share Option Scheme.
Terms of the Firm Placing and the Placing and Open Offer
Under the Firm Placing and the Placing and Open Offer, the Company intends to
raise approximately £37.5 million (net of expenses). Qualifying shareholders
are being given the opportunity to participate in the fundraising by way of the
Open Offer, which is being made by KPMG Corporate Finance on the Company's
behalf.
The Firm Placing and the Placing and Open Offer shall consist of the Open Offer
(refer (a) below) and the placing of the Firm Placed Shares (refer (b) below).
(a) Open Offer
MCG intends to raise £10.2 million (before expenses) from the issue of the Open
Offer Shares which represents 25 per cent. of the gross funds being raised for
the Company pursuant to the proposals contained in this announcement. The Open
Offer Shares have been conditionally placed by Beeson Gregory with institutional
investors at the issue price, subject to clawback to the extent that qualifying
shareholders validly apply for their entitlements to Open Offer shares under the
Open Offer. Subject to the Placing and Open Offer agreement becoming
unconditional, the Open Offer has been fully underwritten by Beeson Gregory.
Qualifying shareholders are being offered the opportunity to subscribe at the
issue price for Open Offer shares under the Open Offer on the basis of:
1 Open Offer share for every 8 ordinary shares at 67 pence per Open Offer share
held on the record date of 30 April 2002 and so in proportion for any other
number of ordinary shares then held. Fractional entitlements to Open Offer
shares will not be allocated but will be aggregated and placed with
institutional investors pursuant to the Firm Placing for the benefit of the
company. Valid applications by qualifying shareholders up to their maximum pro
rata entitlement, which may only be made on personalised application forms, will
be accepted in full before any Open Offer shares are allotted pursuant to the
Placing. Application forms are personal to qualifying shareholders and may not
be transferred except to satisfy bona fide market claims.
Qualifying shareholders should be aware that the Open Offer is not a rights
issue, and therefore any Open Offer shares not applied for under the Open Offer
will not be sold in the market for their benefit but will be placed pursuant to
the Placing.
(b) Firm Placing
The Firm Placing is being conducted to attract additional institutional
investment, which should help provide further balance and stability to the
Company's share register. To ensure the success of the fundraising, the
Directors consider it prudent to conduct the fundraising in part by way of a
Firm Placing of 44,776,119 new ordinary shares. It is intended that the Firm
Placing will raise £30 million (gross of expenses) which represents 75 per cent.
of the funds being raised for the Company. Subject to the Placing and Open
Offer agreement becoming unconditional, the Firm Placing has been fully
underwritten by Beeson Gregory.
The firm placed shares have been placed firm by Beeson Gregory on behalf of MCG
with institutional investors at the issue price and are not subject to clawback
under the Open Offer.
(c) General
The Firm Placing and the Placing and Open Offer are conditional, inter alia,
upon:
• the sale and purchase agreement having become unconditional in all
respects prior to admission;
• the passing at the Extraordinary General Meeting of the resolutions;
• the Placing and Open Offer agreement having become unconditional in all
respects (otherwise than with respect to admission) and not having been
terminated in accordance with its terms; and
• Admission becoming effective by not later than 8 am on 30 May 2002 or such
later time and/or date as the Company, KPMG Corporate Finance and Beeson
Gregory may agree being not later than 8 am on 14 June 2002.
Applications have been made to the UK Listing Authority for the new ordinary
shares to be admitted to the Official List and to the London Stock Exchange for
the new ordinary shares to be admitted to trading on its market for listed
securities.
Expected timetable of principal events
2002
Record date for the Open Offer 30 April
Latest time and date for splitting applications 3 pm on 23 May
(to satisfy bona fide market claims only)
Latest time for receipt of proxy forms 3 pm on 27 May
Latest time for receipt of completed application forms
and payment in full in respect of the Open Offer 3 pm on 27 May
Extraordinary General Meeting 11 am on 29 May
Expected date of commencement of dealings in the
new ordinary shares 30 May
CREST Stock Accounts credited 6 June
Despatch of definitive share certificates 13 June
The prospectus which contains further information of the Acquisition, the Firm
Placing and the Placing and Open Offer and incorporating a notice of the
Extraordinary General Meeting will be posted to MCG's shareholders tomorrow.
DEFINITIONS
"Acquisition" the proposed acquisition of Parson Group, LLC pursuant to the Sale and
Purchase Agreement
"Company" or "MCG" Management Consulting Group PLC
the 44,776,119 new Ordinary Shares the subject of the Firm
"Firm Placed Shares" Placing
"Firm Placing" the conditional placing by Beeson Gregory on behalf of the
Company, of the Firm Placed Shares pursuant to the Placing and
Open Offer agreement
"New Ordinary Shares" the Firm Placed Shares and the Open Offer Shares
"Open Offer" the conditional offer, made by KPMG Corporate Finance on
behalf of the Company to qualifying shareholders to apply for
Open Offer Shares on the terms and conditions set out
in this document and in the application form
"Open Offer Shares" the 15,254,661 new Ordinary Shares the subject of the Open Offer
"Parson" Parson Group, LLC, a limited liability company organised under
the laws of the State of Delaware, USA
"Placing" the conditional placing (subject to the right of qualifying
shareholders to apply for the Open Offer Shares)
by Beeson Gregory, on behalf of the Company, of the Open Offer
Shares pursuant to the Placing and Open Offer Agreement
Amounts in this announcement expressed in pounds sterling as equivalents of
amounts stated in US dollars have been calculated at the exchange rate on 1 May
2002, the latest practicable date prior to publication of this document: US$1.46
: £1.
Enquiries:
Management Consulting Group PLC
Kevin Parry, Chief Executive
+ 44 207 832 3700
Stephen Purse, Finance Director
+ 44 207 832 3700
KPMG Corporate Finance
Richard Barlow
+ 44 207 311 1000
Buchanan Communications
Richard Darby
+ 44 207 466 5000
The Firm Placing and the Placing and Open Offer are not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, electronic mail, facsimile
transmission, telex or telephone) of interstate or foreign commerce of, or any
facilities of a national securities exchange of the United States of America,
South Africa, Canada, Australia or Japan and the Firm Placing and the Placing
and Open Offer cannot be accepted by any such use, means, instrumentality or
facility or from within the United States of America, South Africa, Canada,
Australia or Japan.
It is the responsibility of all persons resident outside the United Kingdom who
wish to apply for Open Offer shares to satisfy themselves as to the full
observance of the laws of the relevant territory in connection therewith,
including any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes due in such
other territory.
KPMG Corporate Finance, a division of KPMG, is acting exclusively for MCG as
financial adviser and sponsor in relation to the Firm Placing and the Placing
and Open Offer and in connection with the application for admission to the
Official List of the new ordinary shares. KPMG Corporate Finance will not be
responsible to any person other than MCG for providing the protections afforded
to clients of KPMG Corporate Finance or for affording advice in relation to the
Firm Placing and the Placing and Open Offer and other proposals or in relation
to the contents of this announcement or any transaction or arrangement referred
to herein.
Beeson Gregory Limited, which is regulated in the UK by the Financial Services
Authority is acting exclusively for MCG as underwriter of the Firm Placing and
the Placing and Open Offer. Beeson Gregory Limited is not acting for any other
person and will not be responsible to any person other than for providing the
protections afforded to customers of Beeson Gregory Limited or for affording
advice in relation to the Firm Placing and the Placing and Open Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
This information is provided by RNS
The company news service from the London Stock Exchange
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