MMC Management Consulting Group Plc

RNS Number:5368W
Management Consulting Group PLC
28 May 2002


FOR IMMEDIATE RELEASE                                          28 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 ("the Company")



           Results of the firm placing and the placing and open offer



On 2 May 2002, the board of Management Consulting Group PLC ("MCG") announced
that it had reached agreement to acquire Parson Group, LLC ("Parson"). The board
also announced that MCG proposed to raise £40.2 million (before expenses) by way
of a firm placing and a placing and open offer of a total of 60,030,780 new
ordinary shares.



In respect of the firm placing, 44,776,119 new ordinary shares were placed with
institutional investors and will therefore be taken up by those investors. By
structuring the fundraising in this way, the Company was able to attract over 15
new institutional shareholders who, in aggregate, contributed over £25 million
of the monies raised.



Qualifying shareholders were invited to apply, by way of an open offer, for up
to 15,254,661 new ordinary shares on the basis of 1 new ordinary share for every
8 ordinary shares held on the record date.



In respect of the open offer, which closed at 3.00pm on 27 May 2002, valid
acceptances have been received in respect of 11,189,399 open offer shares,
representing approximately 73.4 per cent. of the shares available under the open
offer. The balance of 4,065,262 open offer shares will be taken up by
institutional investors with whom they were conditionally placed, subject to
clawback to satisfy valid acceptances under the open offer.



Under the terms of the acquisition, US$2 million (approximately £1.4 million) of
the consideration for Parson will be satisfied by the issue of new ordinary
shares to certain Parson employees in three instalments of equal value, with the
first being due on completion. Under the terms of the sale and purchase
agreement, the initial tranche of 630,949 new ordinary shares will be issued to
such employees on completion.



The acquisition, firm placing and placing and open offer remain subject to
shareholder approval, the resolutions for which will be proposed at an
extraordinary general meeting to be held tomorrow, 29 May 2002 at 11 a.m.



Application has been made, subject to shareholder approval, to the UK Listing
Authority and the London Stock Exchange for 60,030,780 new ordinary shares to be
admitted to the Official List and to trading on the market for listed securities
of the London Stock Exchange, and it is expected that dealings in the new
ordinary shares will commence by 8.00 a.m. on 30 May 2002.



In addition, and following shareholder approval, application will be made to the
UK Listing Authority and the London Stock Exchange for 630,949 new ordinary
shares (referred to above) to be admitted to the Official List and to trading on
the market for listed securities of the London Stock Exchange, and it is
expected that dealings in these new ordinary shares will, subject to the terms
of the Lock-up Agreements to be entered into by the allottees thereof, commence
by 8.00 a.m. on 12 June 2002.



CREST stock accounts are expected to be credited by 6 June 2002 and definitive
share certificates in respect of new ordinary shares are expected to be posted,
where applicable, by 13 June 2002.



Commenting on the fund raising Kevin Parry, Chief Executive, said:



"I am delighted with the level of support that we have received both from our
existing shareholders and from new institutional shareholders.  After taking
account of non-qualifying shareholders, acceptances under the open offer
represent over 80 per cent. of the available shares, and the new shareholders
from the placing considerably widen and deepen our institutional shareholder
base."



Enquiries:



Management Consulting Group PLC
Kevin Parry, Chief Executive
+ 44 20 7832 3700



Stephen Purse, Finance Director
+ 44 20 7832 3700



KPMG Corporate Finance
Richard Barlow
+ 44 20 7311 1000



Buchanan Communications
Richard Darby
+ 44 20 7466 5000



KPMG Corporate Finance, a division of KPMG LLP, 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 information is provided by RNS
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