Court Sanction of Scheme of Arrangement

RNS Number : 1513A

Man Group plc

24 May 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.

Scheme of Arrangement

Man Group plc

24 May 2019

Corporate Reorganisation - Court Sanction of Scheme of
Arrangement

On 15 April 2019, Man Group plc (registered in England and Wales under company number 08172396) (Man) announced the publication of a circular and prospectus in connection with an internal corporate reorganisation, pursuant to which it was proposed that a new ultimate holding company be introduced for the Man Group (the Group), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

Further to that announcement, Man announces that the Court has today made an order sanctioning the Scheme to establish Man Group plc, registered in Jersey under company number 127570 (New Man) as the holding company of the Group and confirming the reduction of capital involved therein.  Under the Scheme, Man Shareholders are entitled to one New Man Ordinary Share for each Man Ordinary Share held at the Scheme Record Time.

The Scheme will become effective upon an office copy of the Court Order and a copy of the related Man Statement of Capital being delivered to the Registrar of Companies in England and Wales, which is expected to take place on 28 May 2019.

A further announcement will be made when the Scheme has become effective.

Man has requested that the premium listing of its securities on the Official List be cancelled and that its securities cease to be admitted to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 28 May 2019.  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 is expected to take place no later than 8.00 a.m. on 28 May 2019.

Capitalised terms used but not defined herein have the meanings given to them in the circular published by Man on 15 April 2019.

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]

Important Notices

J.P. Morgan Cazenove Securities plc (which conducts its UK investment banking business at J. P. Morgan Cazenove (J. P. Morgan Cazenove), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, 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.

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 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.

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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