Result of Meeting / Directorate Change / Placing

RNS Number : 8314Z
PGI Group PLC
24 July 2008

PGI Group Plc

Results of General Meeting/Directorate Change /Update on Placing
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PGI Group Plc ("the Company") is pleased to announce that at the General Meeting which was held on 24 July 2008 at 2.00 p.m. at the
offices of the Company, 81 Carter Lane, London, EC4V 5EP both resolutions were duly passed.

Both resolutions were passed on a show of hands at the meeting.

Certified copies of the approved resolutions have been submitted to the UK Listing Authority.

Mr S. W. Wayne has resigned as a director and Chief Executive of the Company.

Mr S. S. Hobhouse who is currently an executive director of the Company has been appointed as its Chief Executive.

Proxy votes received in advance of the meeting were as follows:

Resolution For Against Withheld Discretionary
ORDINARY RESOLUTION
1. To approve, for the 73,938,466 24,078 150,204 1,337
purposes of the
Companies Act 2006,
the entry by the
company into a
transaction with
Steven W. Wayne, a
director of the
company
SPECIAL RESOLUTION
2. To approve, for the 24,284 150,204 1,337
purposes of section 73,939,260
165 of the Companies
Act 1985, the entry
by the company into
a contingent
purchase contract
with Jensen Group
Holdings LLC under
which the Company is
to have the right to
purchase up to
4,600,000 ordinary
shares in the
capital of the
Company for a total
aggregate
consideration of �1.

Share Placing

Under the terms of the Amendment and Operations Agreement, a placing of Jensen Group Holdings LLC's ("Jensen Holdings") 9,200,000 shares
(the "Sale Shares") in PGI shall occur within 5 business days of today's date. An amount equal to half of the proceeds (net of any placing
costs) arising from the sale of such number of the Sale Shares as have been placed will be paid to PGI. If any shares held by Jensen
Holdings in the Company are not sold in the placing, Jensen Holdings shall, in addition to the payment described above, sell to the Company
for a total aggregate consideration of GBP1 one half of the unplaced shares in accordance with a contingent purchase entered into between
Jensen Holdings and the Company. Following the placing, in respect of any Sale Shares that are not sold, Mr. Wayne shall, in the interests
of the maintenance of an orderly market in the shares of the Company, only sell shares through Panmure Gordon.

Further details of the placing will be provided in due course

PGI 020 7236 6135
Geoff Moores, Finance Director

Panmure Gordon 020 7459 3600
Andrew Potts, Corporate Finance
Tom Nicholson, Corporate Broking

This information is provided by RNS
The company news service from the London Stock Exchange

END

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