Publication of Supplementary Prospectus

RNS Number : 1096Q

Man Group plc

01 November 2012

 



Man Group plc
1 November 2012

New Corporate Structure - Receipt of Required Regulatory Confirmations and Publication of Supplementary Prospectus

On 24 July 2012, Man Group plc ("Man") announced the proposal to create a new group holding company, Man Strategic Holdings plc ("New Man"), by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and the subsequent reduction of capital of New Man (the "New Man Reduction of Capital") (together, the "Proposals"). The full terms of, and conditions to, the Scheme were set out in the circular to Man Shareholders relating to the Proposals on 24 September 2012 (the "Circular").

Further to the announcement made by Man on 17 October 2012 that the Proposals and other related matters were approved by the requisite majority of ordinary shareholders of Man at the Court Meeting and the General Meeting, Man announces that all necessary approvals and/or confirmations from the relevant authorities in relation to each of the regulatory clearances identified as conditions to the Scheme have been received.

Man further announces that the following supplementary prospectus (the "Supplementary Prospectus") has been published today following its approval by the UK Listing Authority:

"Supplement to the Prospectus in respect of the introduction of up to 1,830,000,000 New Man Ordinary Shares and application for admission of up to 1,830,000,000 New Man Ordinary Shares of 136 US cents each to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities"

The Supplementary Prospectus supplements the prospectus previously published by New Man on 24 September 2012 (the "Prospectus") and describes an adjustment to the nominal value of the New Man Ordinary Shares, the potential for which had been referred to in the Prospectus.

Next Steps

Completion of the Proposals remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part 2 of the Circular, including the sanction of the Scheme and confirmation of the New Man Reduction of Capital by the Court. The Court hearing to sanction the Scheme is expected to take place on 5 November 2012. It is expected that the last day for dealings in Man Ordinary Shares will be 5 November 2012, that the Scheme will become effective on 6 November 2012 and that cancellation of the listing of the Man Ordinary Shares on the Official List and 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 ("Admission") will take place no later than 8.00 a.m. on 6 November 2012.

It is expected that the Court hearing to confirm the New Man Reduction of Capital will take place on 7 November 2012 and that the New Man Reduction of Capital will become effective on 8 November 2012.

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the New Man Reduction of Capital. The timetable is also dependent on when the Court Orders sanctioning the Scheme and confirming the New Man Reduction of Capital, the Man Statement of Capital and the New Man Statement of Capital are delivered to, and registered by, the Registrar of Companies. 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

A copy of the Supplementary Prospectus is available (along with the Prospectus) on Man's website, www.mangroupplc.com, and is also available for inspection at Riverbank House, 2 Swan Lane, London EC4R 3AD. A copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. 

Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular, the Prospectus and the Supplementary Prospectus.

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]

Sponsor and financial adviser

Merrill Lynch International, which is authorised and regulated in the UK by the FSA, is acting exclusively for Man and no-one else in connection with the Proposals and New Man and no-one else in connection with the Prospectus, the Supplementary Prospectus and Admission and will not be responsible to anyone other than Man and New Man for providing the protections afforded to clients of Merrill Lynch International, nor for providing advice in relation to the Proposals, Admission or any matters referred to in the Circular, the Prospectus, the Supplementary Prospectus or this announcement.

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 Merrill Lynch International 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 FSA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure and Transparency Rules). The information in this announcement is subject to change.

None of Merrill Lynch International or any of its directors, officers, employees, advisers or agents, accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement (whether written, oral or in a visual or electronic form, and howsoever transmitted or made available) made or purported to be made by any of them, or on behalf of them, in connection with  Man or New Man (including their respective subsidiaries and associated companies) or the Proposals and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Merrill Lynch International accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.

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

Securities may not be offered or sold in the United States unless they are registered under the United States Securities Act 1933 (as amended) (the "Securities Act"), or are exempt from such registration requirements. The New Man Ordinary Shares to be issued to Man Shareholders in connection with the Scheme will not be, and are not required to be, registered with the SEC under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of that Act based on Court approval of the Scheme.

Pursuant to Rule 145(d) under the Securities Act, Man Shareholders who are affiliates of Man before implementation of the Scheme will be subject to timing, manner of sale and volume restrictions on their sales of New Man Ordinary Shares received in connection with the Scheme.  A holder of New Man Ordinary Shares who is an affiliate of New Man will also be subject to transfer restrictions pursuant to Rule 144 under the Securities Act. 

The New Man Ordinary Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available.

 

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