TIDMMMC
RNS Number : 9571N
Management Consulting Group PLC
26 May 2020
Management Consulting Group PLC
26 May 2020
Management Consulting Group PLC (the "Company")
Proxy Voting
Annual General Meeting of the Company held on 26 May 2020 at
Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at
11.00am.
Following its Annual General Meeting ("AGM") held today,
Management Consulting Group plc (the "Company" announces that all
resolutions proposed to shareholders as set out in the Notice of
AGM dated 30 April 2020 were carried by the required majority on a
poll.
Resolutions 1 to 11 and 13 were passed as ordinary resolutions
and resolutions 12, 14 and 15 were passed as special
resolutions.
As the Company has a controlling shareholder, Blue Gem Delta
Sarl, as defined in the Listing Rules, resolution 5, relating to
the re-election of Fiona Czerniawska, and resolution 15, relating
to the delisting, have been approved by a majority of the votes
cast by:
- the shareholders of the Company as a whole; and
- the independent shareholders of the Company, that is, all the
shareholders entitled to vote on each resolution excluding the
controlling shareholder.
Resolution 15, to authorise the Company to cancel the listing of
the ordinary shares on the Official List and to remove the shares
from trading on the Main Market, was passed and accordingly, as per
the circular posted to shareholders on 30 April 2020, the last day
of dealings in the ordinary shares is expected to be 23 June 2020
and cancellation of listing is expected to be effective 24 June
2020.
The following table shows the results of the poll for each
resolution:
No Resolution Votes For % of votes Votes % of votes % of issued Votes Withheld
cast Against cast share capital
voted
To receive
the annual
report and
accounts of
the Company
for the year
ended 31 December
1 2019 1,192,931,132 99.98 191,421 0.02 78.67 0
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To approve
the Directors'
Remuneration
2 Report 1,191,427,682 99.86 1,694,871 0.14 78.67 0
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To approve
the Directors'
Remuneration
3 Policy 1,191,395,874 99.86 1,725,513 0.14 78.67 1,166
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To re-elect
Mr M Capello
as a director
4 of the Company 1,192,116,285 99.92 991,270 0.08 78.67 14,998
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To re-elect
Ms F Czerniawska
as a director
5 of the Company* 1,192,100,402 99.92 1,007,153 0.08 78.67 14,998
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To elect Ms
P Hackett
as a director
6 of the Company 1,192,0117,304 99.92 989,085 0.08 78.67 16,164
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To re-elect
Mr E Di Spiezio
Sardo as a
director of
7 the Company 1,192,118,470 99.92 989,085 0.08 78.67 14,998
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To re-elect
Mr N S Stagg
as a director
8 of the Company 1,178,399,456 98.77 14,695,051 1.23 78.67 28,046
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To re-appoint
BDO LLP as
9 auditor 1,192,130,254 99.92 985,676 0.08 78.67 6,623
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To authorise
the Audit
Committee
of the Company
to fix the
auditor's
10 remuneration 1,192,131,922 99.92 978,749 0.08 78.67 11,882
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To authorise
the Directors
11 to allot shares 1,191,431,161 99.86 1,673,168 0.14 78.67 18,224
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
Authority
to disapply
statutory
pre-emption
12 rights** 1,158,768,936 97.12 34,352,475 2.88 78.67 1,142
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To authorise
the Company
to purchase
13 its own shares 1,192,885,487 99.98 209,386 0.02 78.67 27,680
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To authorise
the Company
to call a
general meeting
(other than
an AGM) on
not less than
14 clear days'
14 notice ** 1,192,902,565 99.98 219,988 0.02 78.67 0
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
To authorise
the Company
to cancel
the listing
of the ordinary
shares and
to remove
the shares
15 from trading** 1,192,054,198 99.91 1,014,629 0.09 78.67 53,726
------------------- --------------- ----------- ----------- ----------- --------------- ---------------
* indicates an independent director.
** indicates a special resolution requiring 75% of votes cast to
be carried.
Votes of independent shareholders on resolution 5, relating to
the re-election of Fiona Czerniawska, and resolution 15, relating
to the delisting, were:
No Resolution Votes For % of Votes % of votes % of issued Votes Withheld
votes Against cast share
cast capital
voted
To re-elect
Ms F Czerniawska
as a director
5 of the Company 717,577,657 99.85 1,007,153 0.15 47.38 14,998
------------------ ------------ ------- ---------- ----------- ------------ ---------------
To authorise
the Company
to cancel the
listing of
the ordinary
shares and
to remove the
shares from
15 trading 717,531,453 99.85 1,014,629 0.15 47.38 53,726
------------------ ------------ ------- ---------- ----------- ------------ ---------------
* indicates an independent director.
The total number of issued ordinary shares each entitling the
holders to attend and vote on all the resolutions at the AGM was
1,516,528,424 shares.
The total proportion of the issued ordinary share capital
represented by proxy was approximately 79%.
Notes:
1. Votes "For" and "Against" are expressed as a percentage of votes cast.
2. Votes "For" include discretionary votes.
3. A 'Vote Withheld' is not a vote in law and therefore is not
counted in the calculation of the votes "For" or "Against" a
resolution.
4. Link Asset Services, the Company's registrar, acted as
scrutineer of the poll on all resolutions.
5. To view the full wording of the resolutions, please refer to
the Notice of Annual General Meeting 2020 on the Company's
website.
6. In accordance with Listing Rule 9.6.2, copies of all the
resolutions passed other than resolutions concerning ordinary
business will shortly be available for inspection on the National
Storage mechanism at: www.morningstar.co.uk/uk/NSM .
Enquiries:
Management Consulting Group Tel: +44 20 7710 5000
PLC
Nick Stagg, Chairman and Chief
Executive
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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