Capital Securities

RNS Number : 4518Q

Man Strategic Holdings PLC

06 November 2012

 



6 November 2012

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS.  IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

MAN STRATEGIC HOLDINGS PLC

(formerly Man Group plc)

(Incorporated with limited liability under the laws of England and Wales with company number 02921462)

(the"Issuer")

U.S.$300,000,000

Fixed Rate Perpetual Subordinated Capital Securities
issued by the Issuer on 7 May 2008

ISIN: XS0360932932

(the "Capital Securities")

NOTICE OF SUSPENSION OF

ALTERNATIVE COUPON SATISFACTION MECHANISM

The Issuer and Man Group plc (formerly Man Strategic Holdings plc) (company no: 08172396) ("New Parent") have today announced that their Court approved scheme of arrangement has become effective as of this date and that the New Parent is now the holding company of the Issuer and its subsidiaries.

As a result of the Issuer ceasing to be the ultimate holding company of the group, the operation of the Alternative Coupon Satisfaction Mechanism ("ACSM"), which is used to satisfy the payment of deferred interest, set out in the terms and conditions of the Capital Securities (the "Conditions") is hereby suspended (the "Suspension") pursuant to Clause 23.1 of the Trust Deed dated 7 May 2008 constituting the Capital Securities (the "Trust Deed").

In order to lift the Suspension, the Issuer has today effected modifications to the Conditions and the Trust Deed by way of a supplemental trust deed dated today's date (the "Supplemental Trust Deed") which modifications (i) include (but are not limited to) a new ACSM replicating the ACSM in the context of the capital structure of the New Parent, and (ii) have been determined by an independent investment bank, appointed by the Issuer and approved by the trustee of the Capital Securities, to be appropriate in accordance with the requirements set out in Clause 23.1 of the Trust Deed and Condition 6(d) of the Capital Securities.

Further details of the changes made to the Conditions and the Trust Deed can be found in the Supplemental Trust Deed. Copies of the Supplemental Trust Deed are available for inspection during normal business hours by holders of the Capital Securities at the registered office of HSBC Bank plc, the principal paying agent appointed in connection with the Capital Securities, being at the date hereof 8 Canada Square, London, E14 5HQ, United Kingdom.

For further information:

Fiona Smart, Man Group plc [phone] or email: [e-mail]

David Waller, Man Group plc [phone] or email: [e-mail]

George Trefgarne, Maitland PR, [phone]

 

END

 

 

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