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Publication of Prospectus

1st Jun 2010 13:10

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 £25 million (approximately £23.6 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

Nick Stagg

Craig Smith

020 7710 5000

Rothschild (financial adviser to MCG)

Sian Westerman

Dominic Epton

020 7280 5000

Collins Stewart (bookrunner and broker to MCG)

Mark Dickenson

Piers Coombs

0207 523 8350

Oriel Securities (broker to MCG)

Emma Griffin

Jonathan Walker

0207 710 7600

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 Offer

5.00 p.m. 26 May 2010

Announcement and publication of Prospectus, Non CREST Application Form, and form of proxy

1 June 2010

Ordinary Shares marked "ex-entitlement" by the London Stock Exchange

8.00 a.m. on 1 June 2010

Open Offer Entitlements and Excess Open Offer Entitlements credited to stock account of Qualifying CREST Shareholders in CREST

on 2 June 2010

Recommended latest time for requesting withdrawal of the Open Offer Entitlements and Excess Open Offer Entitlements from CREST

4.30 p.m. on 10 June 2010

Latest time and date for depositing the Open Offer Entitlements and Excess Open Offer Entitlements into CREST

3.00 p.m. on 11 June 2010

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on 14 June 2010

Latest time and date for receipt of Forms of Proxy

2.30 p.m. on 15 June 2010

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)

11.00 a.m. on 16 June 2010

General Meeting

2.30 p.m. on 17 June 2010

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

 

 

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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