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Administrators to take control of Mouchel

Administrators will take control after shareholders rejected a proposal to pass Mouchel to the banks. Mouchel says jobs are safe.

Mouchel will be handed over to administrators after shareholders rejected a plan for a bank buy out of the consultancy.

The firm - which employs around 8,000 people - will be sold to a newly incorporated company.

Mouchel announced at the start of the month that it was proposing a restructuring which would see its banks take control of the company and a delisting from the Stock Exchange.

That deal was subject to a shareholders vote this afternoon and would have seen them receive just 1 penny in a special dividend.

It said today that it will now pursue an ‘Alternative Plan’ that will mean the appointment of administrators and sale of company assets.

Mouchel said: “It is not intended that any company in the group, other than the company itself, will enter in any form of insolvency process which means that no employees, customers or suppliers are expected to be materially affected and all of Mouchel’s trading subsidiaries will continue to trade as usual.

“Shareholders will not receive any value for their shareholding from the Alternative Plan.”

The company has been suspended from the Stock Exchange in the meantime.

Chief execuitve Grant Rumbles told CN earlier this month that the vote in favour of the bank buyout was the ‘right thing to do’.

The company had said earlier this month that if shareholders did not approve the deal, then lenders’ support would be “limited to supporting the directors’ decision to appoint an insolvency practitioner with a view to effecting a sale of the group through an insolvency process”, the company said.

Full statement:

Mouchel Group plc, the infrastructure and business services group, announces that shareholders at the General Meeting (“GM”) held this morning have not approved the terms of the proposed restructuring plan (the “Restructuring”) that was announced on 1 August 2012.

“As was indicated in the circular sent to shareholders at that time, the board will now seek to implement an alternative plan (the “Alternative Plan”)to achieve a restructuring of the Company’s capital structure.

“The company is in constructive discussions with its lenders, pension trustees and the pensions regulator and hopes shortly to finalise the terms of that Alternative Plan. The Company expects to announce further details in respect of the implementation of the Alternative Plan shortly.

“Once the terms of that Alternative Plan have been finalised, the board intends to apply to the High Court for the appointment of administrators to the company.

“This is the first step of the Alternative Plan, which involves an alternative mechanism to implement the commercial principles of the restructuring and which will safeguard the businesses within the Mouchel group, as well as protect the interests of the group’s employees, customers and suppliers.  

“The board expects that the administrators will be appointed immediately following the application to the High Court for their appointment and that, following their appointment, the administrators will immediately sell the company’s assets (including all the Mouchel group companies) to a newly incorporated company.

“It is expected that following completion of the Alternative Plan, this newly incorporated company will be owned by affiliates of the Company’s existing lenders (RBS, Lloyds Banking Group and Barclays) and management.

“In the interim, the board has requested that the UK Listing Authority suspend the listing of the company’s ordinary shares on the Main Market of the London Stock Exchange, with immediate effect. It is expected that, once appointed, the administrators, on behalf of the Company, will request the UK Listing Authority to cancel the Company’s ordinary shares from admission to the Official List of the UK Listing Authority.

“Each of the inter-conditional resolutions considered at the GM was voted on by way of a poll, and the results are set out in the table below.

“Each shareholder, present in person or by proxy was entitled to one vote per share held in respect of the resolutions, other than resolutions 4 and 7, in respect of which each independent shareholder, present in person or by proxy, was entitled to one vote per share held.”

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