Publication of Prospectus
June 01 2010 - 8:10AM
UK Regulatory
TIDMMMC
RNS Number : 8250M
Management Consulting Group PLC
01 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, NEW ZEALAND, AUSTRALIA
OR THE REPUBLIC OF SOUTH AFRICA.
1 June 2010
Management Consulting Group PLC
("MCG" or "the Company")
PUBLICATION OF PROSPECTUS AND NOTICE OF GENERAL MEETING
Further to MCG's announcement on 14 May 2010 in relation to a conditional
fundraising to raise gross proceeds of approximately GBP25 million
(approximately GBP23.6 million net of expenses) through the issue of 113,725,732
New Ordinary Shares and 53,109,916 Warrants by way of a Firm Placing, Placing
and Open Offer at a price of 22 pence per New Ordinary Share, the Company
announces that a prospectus relating to the Firm Placing, Placing and Open Offer
(the 'Prospectus') was approved by the UK Listing Authority (the 'UKLA') earlier
today.
The Prospectus will be posted to Shareholders today, and copies of the
Prospectus, which 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 2.30 p.m. on 17 June 2010, will shortly be available for inspection
at the UKLA's Document Viewing Facility, which is situated at Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
In addition, 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 MCG at 10 Fleet Place, London, EC4M 7RB and will be
available for inspection up to Admission at the offices of Baker & McKenzie LLP
at 100 New Bridge Street, London EC4V 6JA.
The expected timetable of the Capital Raising, including the timetable for the
Open Offer, is set out in the Appendix to this announcement.
Capitalised terms in this announcement have the same meaning as in MCG's
announcement released on 14 May 2010.
For further information, please contact:
Management Consulting Group PLC
+--------------------+-----------------+
| Alan Barber | 020 7710 5000 |
| Nick Stagg | |
| Craig Smith | |
+--------------------+-----------------+
| | |
+--------------------+-----------------+
| Rothschild (financial adviser to |
| MCG) |
+--------------------------------------+
| Sian Westerman | 020 7280 5000 |
| Dominic Epton | |
+--------------------+-----------------+
| | |
+--------------------+-----------------+
| Collins Stewart (bookrunner and |
| broker to MCG) |
+--------------------------------------+
| Mark Dickenson | 0207 523 8350 |
| Piers Coombs | |
+--------------------+-----------------+
| | |
+--------------------+-----------------+
| Oriel Securities (broker to MCG) |
+--------------------------------------+
| Emma Griffin | 0207 710 7600 |
| Jonathan Walker | |
+--------------------+-----------------+
| | |
+--------------------+-----------------+
| Financial Dynamics (financial PR |
| adviser to MCG) |
+--------------------------------------+
| Ben Atwell | 0207 831 3113 |
+--------------------+-----------------+
Rothschild, 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 Rothschild nor for providing advice in relation to the
Capital Raising or any matters referred to in this announcement. Rothschild 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.
This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any Ordinary Shares or Warrants referred to in
this announcement in connection with the Capital Raising except on the basis of
information contained in the Prospectus. Copies of the Prospectus will be
available from the Company's registered office.
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 Rothschild, 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given in this expected timetable are based on Management Consulting
Group's current expectations and may be subject to change.
+-----------------------------------------------+--------------------+
| Event | Time and/or Date |
+-----------------------------------------------+--------------------+
| | |
+-----------------------------------------------+--------------------+
| Record Date for entitlement under the Open | 5.00 p.m. 26 May |
| Offer | 2010 |
+-----------------------------------------------+--------------------+
| Announcement and publication of Prospectus, | 1 June 2010 |
| Non CREST Application Form, and form of proxy | |
+-----------------------------------------------+--------------------+
| Ordinary Shares marked "ex-entitlement" by | 8.00 a.m. on 1 |
| the London Stock Exchange | June 2010 |
+-----------------------------------------------+--------------------+
| Open Offer Entitlements and Excess Open Offer | on 2 June 2010 |
| Entitlements credited to stock account of | |
| Qualifying CREST Shareholders in CREST | |
+-----------------------------------------------+--------------------+
| Recommended latest time for requesting | 4.30 p.m. on 10 |
| withdrawal of the Open Offer Entitlements and | June 2010 |
| Excess Open Offer Entitlements from CREST | |
+-----------------------------------------------+--------------------+
| Latest time and date for depositing the Open | 3.00 p.m. on 11 |
| Offer Entitlements and Excess Open Offer | June 2010 |
| Entitlements into CREST | |
+-----------------------------------------------+--------------------+
| Latest time and date for splitting | 3.00 p.m. on 14 |
| Application Forms (to satisfy bona fide | June 2010 |
| market claims only) | |
+-----------------------------------------------+--------------------+
| Latest time and date for receipt of Forms of | 2.30 p.m. on 15 |
| Proxy | June 2010 |
+-----------------------------------------------+--------------------+
| Latest time and date for receipt of completed | 11.00 a.m. on 16 |
| Application Forms and payment in full under | June 2010 |
| the Open Offer and settlement of relevant | |
| CREST instructions (as appropriate) | |
+-----------------------------------------------+--------------------+
| General Meeting | 2.30 p.m. on 17 |
| | June 2010 |
+-----------------------------------------------+--------------------+
| Admission and commencement of dealings in the | 8.00 a.m. on 18 |
| New Ordinary Shares | June 2010 |
+-----------------------------------------------+--------------------+
| New Ordinary Shares in uncertificated form | 18 June 2010 |
| expected to be credited to accounts in CREST | |
+-----------------------------------------------+--------------------+
| Despatch of definitive share certificates for | By 25 June 2010 |
| the New Ordinary Shares in certificated form | |
+-----------------------------------------------+--------------------+
| Despatch of definitive Warrant certificates | By 25 June 2010 |
| to all Qualifying Shareholders | |
+-----------------------------------------------+--------------------+
Notes
(1) Reference to times in this document are to London time unless otherwise
stated.
(2) The times and dates set out in the expected timetable of principal events
above may be adjusted by MCG PLC, 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
PLC and Rothschild may agree to defer Admission until such time as such
withdrawal rights no longer apply.
(3) Different deadlines and procedures for return of forms may apply in
certain cases.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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