Rule 2.4 Takeover Code Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 

Management Consulting Group (the "Company")

This is an announcement made under Rule 2.4 of the City Code on Takeovers and Mergers (the "Takeover Code") and is not an announcement of a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code. Further to an ongoing review by the board of directors of the Company (the "Board") of the various strategic options available to the Company to enable it to continue and accelerate the growth of its business, the Board has unanimously concluded that it would be appropriate to investigate the sale of the Company and therefore has now decided to commence a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code) (the "Formal Sale Process"). As part of the Formal Sale Process, the Company has contacted a number of potential counterparties with a view to obtaining expressions of interest.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the Formal Sale Process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the Formal Sale Process.

Parties with a potential interest in participating in the Formal Sale Process should contact Equiteq at [email protected] or on +44 7415 534 557 as soon as possible. Any party participating in the Formal Sale Process will be required, at a minimum, to enter into a non-disclosure agreement on terms satisfactory to the Company and to provide certain information to the Company and its advisers. The Company reserves the right to alter, terminate or adjourn the Formal Sale Process at any time and in such cases will make an appropriate announcement.

There can be no certainty that an offer will be made for the Company, nor as to the terms on which any transaction might be pursued.

Further information on the status of the Formal Sale Process will be provided when appropriate.

The Board has appointed Equiteq Corporate Finance Limited ("Equiteq") as its Financial Adviser with regards to the Formal Sale Process. Equiteq Corporate Finance Limited is an Appointed Representative of Frank Investments Limited, who is authorised and regulated by the Financial Conduct Authority (FRN627697) in the United Kingdom. Equiteq is acting exclusively for the Company and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Equiteq or for providing advice in relation to any matter referred to herein. Neither Equiteq nor any of its affiliates nor any of their respective directors, officers or employees owes or accepts any duty, liability or responsibility whatsoever to any person who is not a client of Equiteq in connection with this announcement or any matter referred to herein.

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

The Panel has also granted a dispensation from the requirement in Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the Code must be made to an RIS. Accordingly, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code may be made to the Company by email to [email protected] and will be published on the Company's website at www.mcgplc.com. A copy must also be sent to the Panel's Market Surveillance Unit by email to [email protected].

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that, as at the date of this announcement, the following shares are in issue:

The Company does not hold any ordinary shares in treasury. All shares have voting rights attached other than M shares and G Shares.

In accordance with Rule 26 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at www.mcgplc.com by no later than 12 noon (London time) on the business day following the date of this announcement and will remain available throughout the offer period.

Enquiries should be directed to:

Company: David Whitehead- [email protected]

Equiteq (Financial Adviser to the Company): Jerome Glynn-Smith- [email protected]

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings or profits per share for the Company for the current or future financial years would necessarily match or exceed the historical published earnings or profits per share.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own financial advice immediately. A person entitled to receive a copy of this announcement may request a hard copy free of charge by contacting David Whitehead on +44 207 710 5000 or by writing to MCG plc, 110 Bishopsgate, London, EC2N 4AY. A hard copy of this announcement will not be sent unless so requested. A person so entitled may also request that all future documents, announcements and information to be sent to them in relation to any offer should be in hard copy form.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.