Corporate Reorganisation - Circular & Prospectus

RNS Number : 2584W

Man Group plc

15 April 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Corporate Reorganisation - Distribution of Circular and Publication of Prospectus

On 12 October 2018, Man Group plc (Man) announced its intention to implement a corporate reorganisation pursuant to which it is proposed that a new ultimate holding company be introduced for the Man Group (the Group). The new ultimate holding company, Man Group plc (incorporated in Jersey with company number 127570) (New Man), is a newly incorporated company registered in Jersey. It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of the Man Shareholders (as defined below) and the sanction of the Court (the Scheme).

Further to that announcement, Man announces that a circular in connection with the Scheme will be published and distributed to its shareholders today (the Circular).  Man also announces that a prospectus in relation to New Man, the Group and the introduction of the New Man Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the Prospectus), has received approval from the Financial Conduct Authority (the FCA) and will also be published today.  

The Directors believe that the proposed reorganisation should provide greater flexibility for the Group going forward, support the effective and efficient governance of the business and the proposed structure is consistent with market practice for many global institutional asset management businesses.

In summary, it is proposed that:

·           pursuant to the Scheme New Man will issue ordinary shares (New Man Ordinary Shares) to holders of ordinary shares in Man (Man Ordinary Shares) on a one-for-one basis.  New share certificates, for shareholders who hold their shares in certificated form, will be issued for New Man Ordinary Shares and existing certificates in respect of Man Ordinary Shares will be cancelled.  For shareholders who hold their shares in a CREST account, New Man Ordinary Shares will be credited to the relevant CREST member account;

·           New Man Ordinary Shares will be listed on the Official List and traded on the main market of the London Stock Exchange in exactly the same way as the existing Man Ordinary Shares (which will be de-listed); and

·           this will be followed by a reduction in the capital of New Man to create distributable reserves (together, the Proposals).

·           The Proposals are conditional upon, among other things, Court approval and the approval of holders of Man Ordinary Shares (Man Shareholders).  The Circular contains a notice convening a Court meeting of Man Shareholders at which approval will be sought in relation to the Scheme (the Court Meeting), as well as a notice convening a general meeting of Man Shareholders at which approval will be sought in relation to the Proposals and other related matters (the General Meeting).  The Court Meeting and the General Meeting will be held on 10 May 2019.

Copies of the Circular and the Prospectus will be made available on Man's website, www.man.com.  Copies of these documents will also be submitted to the National Storage Mechanism and available for inspection at www.morningstar.co.uk/uk/NSM.

Terms used but not defined herein have the meanings given to them in the Circular.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) is acting as sponsor to New Man in relation to the application for admission of the New Man Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and as financial advisor to Man and New Man in relation to the Proposals.

For further information:

Fiona Smart

Head of Investor Relations

[phone]

[e-mail] 

Georgiana Brunner

Director of Communications

[phone]

[e-mail] 

Michael Turner

Finsbury

[phone]

[e-mail]

The Proposals in Detail

Scheme of arrangement and reduction of capital

On 12 October 2018, Man announced its intention to implement a corporate reorganisation pursuant to which it is proposed that a new Jersey incorporated listed holding company, New Man, be introduced for the Group.

Man today announces further details of the Proposals and confirms that a Circular will be distributed to Man Shareholders containing full details and seeking Man Shareholders' approval of the Proposals.  The Prospectus in relation to New Man, the Group and the introduction of the New Man Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, has received approval from the FCA and will be published today. The Circular and the Prospectus will available at Man's website, www.man.com.

It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of the Man Shareholders and the sanction of the Court. If the Scheme is approved and becomes Effective:

·           Man's existing ordinary share capital will be cancelled and Man Shareholders will be entitled to receive one New Man Ordinary Share for each Man Ordinary Share held; and

·           New Man will be the new holding company of the Group.

Following the Scheme Effective Date, Man will be re-registered as a private limited company and renamed Man Group Limited.

Following the Scheme becoming Effective, it is also proposed that the share capital of New Man will be reduced (the New Man Reduction of Capital).  The purpose of the New Man Reduction of Capital is to create distributable reserves in the accounts of New Man, which provides for a financially and operationally efficient manner of supporting the payment of future dividends (in accordance with Man's existing dividend policy) and share repurchases by New Man, and to ensure that New Man has the same flexibility to pay dividends that Man has today. The New Man Reduction of Capital is not expected to have any impact on the market value of the New Man Ordinary Shares.

Upon the Scheme becoming Effective, it is intended that the Board and corporate governance structure of New Man will be the same as the existing Board and corporate governance structure of Man.

Background to and reasons for the Scheme

The Group has seen significant growth in the size of its US business over the past five years alongside growth in other international markets and the UK. As a result Man is proposing to adjust its corporate structure and international governance such that it is better aligned with the global footprint of the business. The proposed structure should provide greater flexibility for the Group, support the effective and efficient governance of the business and is consistent with market practice for many global institutional asset management businesses.

The Board believes a structure that is consistent with market practice for other global institutional asset management businesses would assist the Group in competing in UK and other international markets over the long term. At present, Man's businesses in the US and Asia are prudentially regulated by the UK authorities as well as local regulators. The proposed structure would result in the Group no longer being subject to global consolidated capital requirements and would therefore provide the Group with greater flexibility going forward comparable to other such global groups.

The Proposals are expected to enhance the Group's flexibility in financing, including for example the seed capital programme that supports product innovation in the Group's businesses. Following the proposed changes the Board will continue to judge the Group's capital needs against its operational and strategic requirements.

Following the implementation of the Proposals:

·           New Man Ordinary Shares will be UK listed and it is not expected that there will be any changes to the Group's inclusion in indices;

·           the Group will continue to be owned by a UK tax resident holding company, New Man, with no expected change to its tax rate;

·           there would be no impact on the Group's presence or the business operations in London; and

·           there would be no impact on the location of employees as a result of the Proposals, with the exception of the Group's Chief Operating Officer & General Counsel relocating to the US as part of the proposed structure, which will enhance the existing management structure in the Group's international operations.

Conditions and implementation of Proposals

The Scheme requires the approval of Man Shareholders at a shareholder meeting to be convened at the direction of the Court.  The approval required at the Court Meeting is a majority in number of Man Shareholders present and voting (whether in person or by proxy) representing not less than 75 per cent. in value of those Man Shareholders who vote at the meeting.  The Scheme also requires the sanction of the Court.

The Proposals will also require separate approvals by not less than 75 per cent. of all Man Shareholders who vote (whether in person or by proxy) at the  General Meeting.  As Man Shareholders will become New Man Shareholders if the Scheme becomes Effective, confirmatory approval of the Man Shareholders in relation to the New Man Reduction of Capital will be sought at the General Meeting.

In addition, as the Scheme constitutes a change in control of Man for regulatory purposes, it is subject to obtaining the relevant regulatory approvals, albeit that Man Shareholders will retain the same proportionate ownership of New Man as they had of Man immediately prior to the Scheme becoming Effective.

The Directors will not take the necessary steps to implement the Proposals unless all relevant conditions have been satisfied (or, where capable of waiver, waived) and, at the relevant time, they consider that it continues to be in the best interests of Man and Man Shareholders as a whole that the Proposals should be implemented.

Expected Timetable of Key Events

The key dates for Man Shareholders are as follows:

Event	Time and/or date
Latest time for lodging Forms of Proxy for the:
-Court Meeting (BLUE Form of Proxy)	11.00 a.m. on 8 May 2019
-General Meeting (YELLOW Form of Proxy)	11.15 a.m. on 8 May 2019
Voting Record Time	6.30 p.m. on 8 May 2019
Court Meeting	11.00 a.m. on 10 May 2019
General Meeting	11.15 a.m. on 10 May 2019
Certain of the following dates are subject to change:
Court Hearing to sanction the Scheme and confirm the reduction in the share capital of Man	24 May 2019
Last day of dealings in Man Ordinary Shares	24 May 2019
Scheme Record Time	6.00 p.m. on 24 May 2019
Scheme Effective Date	28 May 2019
Delisting of Man Ordinary Shares, Admission of New Man Ordinary Shares to listing on the premium listing segment of the Official List, crediting of New Man Ordinary Shares to CREST accounts and admission to trading of the New Man Ordinary Shares on the main market of the London Stock Exchange	by no later than 8.00 a.m. on 28 May 2019
New Man Reduction of Capital becomes effective	by no later than 31 May 2019
Despatch of share certificates in respect of New Man Ordinary Shares which are allotted and issued pursuant to the Scheme in certificated form	by no later than 11 June 2019

The times and dates given in the table above are based on the Directors' expectations and may be subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which all relevant conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on (i) when the Court Order sanctioning the Scheme and the associated reduction of capital of Man is delivered to the English Registrar of Companies; and (ii) the directors' solvency statement made in connection with the New Man Reduction of Capital and the New Man Capital Reduction Minute being delivered to and registered by the Jersey Companies Registry. Man will give notice of any change(s) to the expected timetable by issuing an announcement through a Regulatory Information Service.

Documents Available for Inspection

The Circular and the Prospectus and certain documents referred to therein will be available on Man's website, www.man.com and copies will be available for inspection at Riverbank House, 2 Swan Lane, London EC4R 3AD and, in respect of the Prospectus and certain documents referred to in the Prospectus, at the registered office of New Man at 22 Grenville Street, St Helier, Jersey JE4 8PX. Copies of the Circular and the Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.  

Important Notices

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), which is authorised in the United Kingdom by the Prudential Regulation Authority (PRA) and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for Man and New Man and no one else in connection with the Proposals and will not regard any other person as its client in relation to the Proposals and will not be responsible to anyone other than Man and New Man for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Proposals or any matters referred to herein.

This announcement has been prepared by and is the sole responsibility of Man.  The information contained in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.  Each of Man, New Man and J.P. Morgan Cazenove and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise this announcement whether as a result of new information, future developments or otherwise (save, in the case of Man and New Man, to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules).  The information in this announcement is subject to change.

No representation or warranty, express or implied, is made by J.P. Morgan Cazenove as to the accuracy, completeness or verification of the information set forth in this document, and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. J.P. Morgan Cazenove accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Man, New Man or the Proposals and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this document or any such statement.

NEW MAN ORDINARY SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE OR IN PART, BY, THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW MAN ORDINARY SHARES TO THE OFFICIAL LIST.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY.  NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Notice to United States residents

Man Shareholders should note that the Scheme is subject to UK procedural and disclosure requirements (which are different from those of the United States) and is proposed to be implemented through a scheme of arrangement in accordance with English company law. As such, the New Man Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act) and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof and also will not be subject to the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended. The financial information included in the Prospectus has been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Man Shareholders should be aware that the Scheme and the ownership of New Man Ordinary Shares may have tax consequences in the United States. Man Shareholders are advised to consult their own tax advisors to determine the particular tax consequences to them of the Scheme.

The New Man Ordinary Shares to be issued in connection with the Scheme have not been approved or disapproved by the US Securities and Exchange Commission or any securities regulatory authorities of any state of the United States, nor have such authorities passed upon or determined the fairness or merits of such securities or upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

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