Debt repurchase

RNS Number : 8147N

Man Group plc

07 September 2011

 



Man Group plc Announces Tender Offers for its outstanding €600,000,000 6.00 per cent. Notes due 2015 and its outstanding U.S.$250,000,000 6.50 per cent. Notes due 2013

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

7 September 2011.  Man Group plc (the Company) announced today its invitation to (a) holders of its outstanding €600,000,000 6.00 per cent. Notes due 2015 (ISIN: XS0488168351) (the EUR Notes) and (b) holders of its outstanding U.S.$250,000,000 6.50 per cent. Notes due 2013 (ISIN: XS0380810712) (the USD Notes and, together with the EUR Notes, the Notes) to tender their Notes for purchase by the Company for cash (each an Offer and together the Offers).  The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 September 2011 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

On an on-going basis the Company reviews its funding requirements, funding profile and market conditions.  Taking these factors into account, the purpose of the Offers is to reduce the Company's gross debt and the associated net interest carry cost.  Notes repurchased by the Company pursuant to the Offers will be cancelled and will not be re-issued or re-sold.

Summary of certain terms of the Offers

Notes	ISIN/ Common Code	Outstanding Nominal Amount	Benchmark	Purchase Spread	Maximum Purchase Spread	Amount Subject to the relevant Offer
€600,000,000 6.00 per cent. Notes due 2015	XS0488168351/ 048816835	€600,000,000	Interpolated EUR Mid-Swap Rate	+290 bps	N/A	Any and all
U.S.$250,000,000 6.50 per cent. Notes due 2013	XS0380810712/ 038081071	U.S.$233,000,000	Interpolated USD Mid-Swap Rate	To be determined pursuant to an unmodified Dutch Auction	+240 bps	An aggregate nominal amount to be determined and announced by the Company as set out herein

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

Details of the EUR Offer

The Company will pay for EUR Notes accepted by it for purchase pursuant to the EUR Offer a price (the EUR Purchase Price) to be determined at or around 2.00 p.m. (London time) (the Pricing Time) on 21 September 2011 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the EUR Purchase Yield) of a purchase spread of +290 basis points (the EUR Purchase Spread) and the Interpolated EUR Mid-Swap Rate.

The EUR Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the EUR Notes on the relevant Settlement Date based on the EUR Purchase Yield.

If the Company decides to accept valid tenders of EUR Notes pursuant to the EUR Offer, the Company will accept for repurchase all of the EUR Notes that are validly tendered (the EUR Acceptance Amount) and there will be no scaling of any tenders of EUR Notes for repurchase.

Details of the USD Offer

The Company will pay for USD Notes accepted by it for purchase pursuant to the USD Offer a price (each a USD Purchase Price) to be determined at or around the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum by reference to the sum (each such sum, a USD Purchase Yield) of the relevant purchase spread (each a USD Purchase Spread) specified by each relevant Noteholder in its Tender Instruction, and the Interpolated USD Mid-Swap Rate.

The USD Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the USD Notes on the relevant Settlement Date based on the relevant USD Purchase Yield.

The USD Purchase Spread applicable to each relevant Noteholder will be determined pursuant to an Unmodified Dutch Auction Procedure, as described in the Tender Offer Memorandum.

Under the Unmodified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the USD Offer, the aggregate nominal amount (if any) of the USD Notes validly tendered that it will accept for purchase pursuant to the USD Offer (the USD Acceptance Amount), and a single purchase spread (which will not be higher than the Maximum Purchase Spread), expressed in basis points (theMinimum Purchase Spread), that it will use for determining which USD Notes are accepted by it pursuant to the USD Offer.  The Minimum Purchase Spread will be the highest spread that will enable the Company to purchase the USD Acceptance Amount.  If a Noteholder's USD Notes are accepted for purchase by the Company in the USD Offer, the particular USD Purchase Spread specified by such Noteholder in the relevant Tender Instruction is the purchase spread that will be used for determining the relevant USD Purchase Price to be paid to such Noteholder.

If the Company decides to accept valid tenders of USD Notes pursuant to the USD Offer, the Company will accept for repurchase all of the USD Notes that have been validly submitted with Non-Competitive Tender Instructions, plus such additional amount (if any) of USD Notes validly tendered with a USD Purchase Spread at or greater than the Minimum Purchase Spread (pursuant to a Competitive Tender Instruction), up to the amount of the USD Acceptance Amount.  The Company will not accept for purchase any USD Notes tendered at spreads less than the Minimum Purchase Spread.

If the aggregate nominal amount of USD Notes validly tendered (i) pursuant to Non-Competitive Tender Instructions and (ii) pursuant to Competitive Tender Instructions that specify a purchase spread that is greater than or equal to the Minimum Purchase Spread, is greater than the USD Acceptance Amount, the Company intends to accept for purchase (A) first, all such USD Notes tendered at purchase spreads above the Minimum Purchase Spread or pursuant to Non-Competitive Tender Instructions in full, and (B) second, all such USD Notes tendered at the Minimum Purchase Spread on a pro rata basis such that the aggregate nominal amount of such USD Notes accepted for purchase is no greater than the USD Acceptance Amount, as fully described in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (London time) on 20 September 2011.  Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than U.S.$100,000 in the case of the USD Notes, or €50,000 in the case of the EUR Notes, being the minimum denomination of the relevant Notes, and may be submitted in integral multiples of U.S.$100,000 thereafter in the case of the USD Notes, and integral multiples of €1,000 thereafter in the case of the EUR Notes.  Tender Instructions in respect of the USD Offer only may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.

Indicative Timetable for the Offers

Events		Times and Dates (All times are London times)
Commencement of the Offers
Offers announced.  Tender Offer Memorandum available from the Dealer Managers and the Tender Agent.		Wednesday, 7 September 2011
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.		5.00 p.m. on Tuesday, 20 September 2011
Announcement of Minimum Purchase Spread, indicative USD Acceptance Amount and indicative Scaling Factor (if any) for USD Offer
Announcement by the Company of the Minimum Purchase Spread, a non-binding indication of the level at which the Company expects to set the USD Acceptance Amount and indicative Scaling Factor (if any) in respect of the USD Notes.		10.00 a.m. on Wednesday, 21 September 2011
Pricing Date and Pricing Time
Determination of the Interpolated EUR Mid-Swap Rate, EUR Purchase Yield, EUR Purchase Price, Interpolated USD Mid-Swap Rate and each USD Purchase Price.		Wednesday, 21 September 2011 at or around 2.00 p.m.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid tenders of Notes pursuant to each Offer and, if so accepted, the EUR Acceptance Amount, the Interpolated EUR Mid-Swap Rate, the EUR Purchase Yield, the EUR Purchase Price and Accrued Interest in respect of the EUR Notes (expressed as a percentage of the nominal amount of the relevant EUR Notes), and the USD Acceptance Amount, the Interpolated USD Mid-Swap Rate, any Scaling Factor in respect of the USD Notes and Accrued Interest in respect of the USD Notes (expressed as a percentage of the nominal amount of the relevant USD Notes).		As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date
Expected Settlement Date for each Offer.		Friday, 23 September 2011

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate either Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate either Offer.

Noteholders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers by the deadlines set out above and in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with each Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be found on the relevant Reuters International Insider Screen and be made by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.

Citigroup Global Markets Limited and UBS Limited are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Tender Agent for the Offers.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.

The Dealer Managers
Citigroup Global Markets Limited	UBS Limited
Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom	1 Finsbury Avenue London EC2M 2PP United Kingdom
Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Questions and requests for assistance in connection with the procedures for participating in the Offers should be directed to the Tender Agent.

The Tender Agent

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: [phone] Attention: Sunjeeve Patel / David Shilson Email: [e-mail]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, legal or other adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offers.  None of the Company, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.  Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes in either Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdictions.

United States.  The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person.  Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person.  Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.  Each holder of Notes participating in an Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. Person.  For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy.  None of the Offers, this announcement, the Tender Offer Memorandum and any other documents or materials relating to an Offer has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Each Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Holders or beneficial owners of the Notes may tender their Notes in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France.  The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memorandum or any other document or material relating to an Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

Belgium.  None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, an Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time.  Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account.  Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers.  Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

 

END

 

 

MSCUGUBUBUPGGWM