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
    Document viewing facility

    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



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