Docs re. Acquisition of GLG P

RNS Number : 4184O

Man Group plc

29 June 2010

 



29 June 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

MAN GROUP PLC

ACQUISITION OF GLG PARTNERS, INC. - TRANSACTION UPDATE

Further to the announcement of 17 May 2010 of the recommended acquisition by Man Group plc ("Man") of GLG Partners, Inc. ("GLG") (the "Acquisition"), Man announces today that it has filed with the US Securities and Exchange Commission (the "SEC") a Schedule 13E-3 pursuant to the US Securities Exchange Act of 1934 which incorporates by reference certain information contained in the preliminary proxy statement which has been filed with the SEC by GLG.  Both the preliminary proxy statement and the Schedule 13E-3 are available via the SEC website (www.sec.gov).

A draft of the circular to be sent to Man Shareholders in connection with the Acquisition together with a draft of the prospectus which Man will be required to publish in connection with the listing of the new Man Shares to be issued in connection with the Acquisition have today been submitted to the UKLA for review.  It is now intended that the Man General Meeting to seek approval of the Acquisition will be held in mid-to-late August 2010.  Man continues to expect that the Acquisition will close by the end of September 2010.

On 25 June 2010, early termination of the waiting period under the US Hart-Scott-Rodino Improvements Act of 1976 was granted thereby satisfying the related US antitrust clearance condition to the Acquisition. The Acquisition remains conditional upon the satisfaction or, if permitted, waiver of the other conditions referred to in the announcement of 17 May 2010. In collaboration with GLG, Man has submitted various regulatory filings required to proceed with the Acquisition which are currently being considered by the relevant authorities.

The dates referred to in this announcement are indicative only and will depend, among other things, on the regulatory approval timetable.

Words and expressions which were defined in the announcement of 17 May 2010 have the same meanings in this announcement unless the context otherwise requires.

For further information please contact:

Man Group plc           [phone]

Miriam McKay, Head of Investor Relations

Robert Clow, Senior Communications Officer

Perella Weinberg Partners (lead financial adviser to Man)            [phone]

Philip Yates

Graham Davidson

Toby Rolls

BofA Merrill Lynch (financial adviser and corporate broker to Man) [phone]

Simon Fraser

Matthew Watkins

Maitland (PR adviser to Man)          [phone]

Philip Gawith

George Trefgarne

Perella Weinberg Partners is acting exclusively for Man and for no-one else in relation to the Acquisition, and will not be responsible to any other person for providing the protections afforded to clients of Perella Weinberg Partners nor for providing advice in connection with the Acquisition.

Merrill Lynch International is acting exclusively for Man and for no-one else in relation to the Acquisition, and will not be responsible to any other person for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in connection with the Acquisition.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Man and holders of shares of GLG Common Stock are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow.

Overseas jurisdictions

This announcement is not an offer of, or solicitation of an offer to purchase, securities in the United States and the new Man Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the new Man Shares has been, or will be, applied for in any jurisdiction other than the UK.

The new Man Shares to be issued in connection with the Acquisition to certain holders of GLG Common Stock may not be offered, sold, or, delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an applicable exemption from registration. GLG Stockholders are urged to read the Schedule 13E-3 and GLG's preliminary proxy statement and other relevant documents filed with the SEC, because they contain important information about the Acquisition.  The Schedule 13E-3 and GLG's preliminary proxy statement and other documents filed with the SEC are available free of charge at the SEC's website, www.sec.gov.

Forward-looking statements

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement. Except as required by law or regulation, Man is not under an obligation to update or keep current the forward-looking statements contained in this announcement or to correct any inaccuracies which may become apparent in such forward-looking statements.

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings per share of the Enlarged Group, Man and/or GLG for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of Man or GLG.

 

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