Return of Cash
Man Group plc
22 October 2007
Return of Cash Mechanics and Posting of Circular
Introduction
At an extraordinary general meeting of Man Group plc held on 9 July 2007,
Shareholders approved the disposal by the Man Group of a majority interest in MF
Global, the Group's brokerage division formerly known as Man Financial, by way
of an initial public offering and listing on the New York Stock Exchange. The
initial public offering was successfully completed on 24 July 2007 at which time
the Group disposed of 81.4 per cent. of the total issued share capital of MF
Global Ltd. for gross proceeds of US$2.9 billion.
Prior to the initial public offering, the Board of Man Group plc announced that
it intended to return the net proceeds of the offering to Shareholders. The net
proceeds total approximately US$2.75 billion, which equates to US$1.40 per
Existing Ordinary Share. The Board intends to return a sterling equivalent of
this amount to Shareholders by way of the proposed Return of Cash.
A circular (the 'Circular') has today been posted to Shareholders which sets out
details of the Return of Cash and explains why the Directors consider the Return
of Cash to be in the best interests of Shareholders as a whole. Two copies of
the Circular are being submitted to the Financial Services Authority today and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at The Financial Services Authority, 25 The
North Colonnade, London E14 5HS.
This announcement provides information on the proposed structure and timing of
the Return of Cash. Defined terms in this announcement bear the meanings as set
out in the Circular unless stated otherwise.
Under the proposed Return of Cash, Shareholders will receive a sterling
equivalent of US$1.40 in respect of each Existing Ordinary Share they hold at
the Record Time (expected to be 6 p.m. on 23 November 2007). The Return of Cash
involves the issue to Shareholders of B Shares and/or C Shares which is intended
to give Shareholders, where eligible under their prevailing tax regime (such as
in the UK), the flexibility to receive their cash as capital or income for tax
purposes, or a combination of the two. Furthermore, the structure will allow
Shareholders a choice as to whether they receive their cash in December 2007 or
in July 2008.
It is also intended that the market price of the Company's ordinary shares
should remain approximately equal before and after the return, subject to market
movements, and consequently the Return of Cash will reduce the number of
ordinary shares in issue. For every 8 Existing Ordinary Shares held at the
Record Time (expected to be 6 p.m. on 23 November 2007), Shareholders will
receive 7 New Ordinary Shares. The New Ordinary Shares will be traded on the
London Stock Exchange in the same way as Existing Ordinary Shares and will be
equivalent in all material respects to the Existing Ordinary Shares, including
as to their dividend rights.
The proposed Return of Cash, including certain proposed amendments to the
Articles of Association required to implement the Return of Cash, requires the
approval of Shareholders, which will be sought at an Extraordinary General
Meeting to be held at Centennium House, 100 Lower Thames Street, London EC3R 6DL
at 10.30 a.m. on 23 November 2007. The notice of the Extraordinary General
Meeting is set out in Part 12 of the Circular.
Shareholders should read and rely on the whole of the Circular and not just on
the summarised information set out in this announcement. An expected timetable
of key events is set out as the Appendix to this announcement and in Part 2 of
the Circular and some frequently asked questions with answers are set out in
Part 3 of the Circular.
Summary of the Return of Cash
• Shareholders will be able to choose between three Alternatives (the
Dividend Alternative, the Immediate Capital Alternative and the Deferred
Capital Alternative) as to when and how they receive their return (and
Shareholders may split the aggregate amount to be returned to them between
the three Alternatives) as described in more detail in 'The Alternatives'
below.
• Shareholders will be sent their return of US$1.40 per Existing Ordinary
Share in sterling. The applicable sterling equivalent of the return per
Existing Ordinary Share will be announced in accordance with the process
described in 'Payment' below.
• Existing Ordinary Shares will be consolidated and divided so that
Shareholders will receive 7 New Ordinary Shares for every 8 Existing
Ordinary Shares held by them at the Record Time (expected to be 6 p.m. on 23
November 2007).
No application has been, or will be, made for the B Shares, C Shares or Deferred
Shares to be admitted to listing on the Official List or admitted to trading on
the London Stock Exchange's market for listed securities or any other recognised
investment exchange. With the exception of the B Shares issued pursuant to the
Deferred Capital Alternative, the B Shares, C Shares and Deferred Shares cannot
be held in CREST.
The Alternatives
The three Alternatives available to Shareholders as to how they receive their
proceeds from the Return of Cash and the timing of such return are summarised
below. Shareholders may split the aggregate amount to be returned to them
between the three Alternatives.
Shareholders should read Part 9 of the Circular which sets out a summary of the
expected tax consequences for UK tax resident Shareholders in relation to the
Return of Cash and the Alternatives for which Shareholders will be able to
elect.
Shareholders who do not validly complete and return their Election Form, or in
the case of Shareholders who hold their Existing Ordinary Shares in CREST, do
not send a valid TTE Instruction, to be received by 4.30 p.m. on 23 November
2007, will be deemed to have elected for the Dividend Alternative in respect of
all of their Share Entitlement.
1. Dividend Alternative - cash expected to be sent to relevant
Shareholders by 13 December 2007
Shareholders who elect, or are deemed to have elected, for the Dividend
Alternative in respect of some or all of their Share Entitlement will receive
one C Share for each corresponding Existing Ordinary Share they hold at the
Record Time. A Single Dividend of US$1.40 will become payable on each such C
Share by 6 December 2007 and we expect to send the Sterling Equivalent of the
Single Dividend to such Shareholders by 13 December 2007.
Once the Single Dividend becomes payable, each relevant C Share will be
reclassified as a Deferred Share of negligible value. It is currently expected
that the Company will purchase and then cancel the Deferred Shares for an
aggregate consideration of one US cent on or around 1 December 2009.
2. Immediate Capital Alternative - cash expected to be sent to
relevant Shareholders by 13 December 2007
Shareholders who elect for the Immediate Capital Alternative in respect of some
or all of their Share Entitlement will receive one B Share (or possibly one C
Share, if there are insufficient B Shares available) for each corresponding
Existing Ordinary Share they hold at the Record Time.
Where B Shares are issued to satisfy valid elections for the Immediate Capital
Alternative, it is expected that each such B Share will be redeemed by the
Company for US$1.40 by 6 December 2007 and that the Sterling Equivalent of the
redemption proceeds will be sent to Shareholders by 13 December 2007. Each such
B Share will be cancelled on redemption.
Each B Share will have a nominal value of US$1.40 and the maximum aggregate
nominal amount of B Shares that the Company may issue is limited to the
aggregate amount standing to the credit of the Company's share premium account
and merger reserve (to the extent that the Company has concluded that they are
available for this purpose). Consequently, the Company may only issue a maximum
of 1,515,382,062 B Shares and once this maximum is reached it will not be
possible to issue any further B Shares. B Shares will first be issued to satisfy
elections for the Deferred Capital Alternative and then, if there are any B
Shares remaining, to satisfy elections for the Immediate Capital Alternative. To
the extent that there are insufficient B Shares to satisfy in full all elections
for the Immediate Capital Alternative, the Company will issue C Shares
proportionately amongst such elections.
Any C Shares issued to satisfy elections for the Immediate Capital Alternative
will not have the Single Dividend paid on them (as they will under the Dividend
Alternative). Instead it is expected that Merrill Lynch, acting as principal,
will purchase such C Shares under the Broker's Offer between 4 December 2007 and
10 December 2007 for the Sterling Equivalent of US$1.40 per C Share, free of all
dealing expenses and commissions. It is currently expected that the Sterling
Equivalent of US$1.40 per C Share under the Broker's Offer will be sent to
Shareholders by 13 December 2007.
3. Deferred Capital Alternative - cash expected to be sent to
relevant Shareholders by 14 July 2008
Shareholders who elect for the Deferred Capital Alternative in respect of some
or all of their Share Entitlement will receive one B Share for each
corresponding Existing Ordinary Share they hold at the Record Time. It is
expected that each such B Share will be redeemed by the Company for US$1.40
between 1 July 2008 and 7 July 2008 and it is expected that the Deferred
Sterling Equivalent of the redemption proceeds will be sent to Shareholders by
14 July 2008. Each such B Share will be cancelled on redemption.
Shareholders should note that the amounts returned to Shareholders upon
redemption of their B Shares under the Deferred Capital Alternative will be
converted into sterling by the Company at an exchange rate prevailing on the
date the B Shares are redeemed, which is expected to be between 1 July 2008 and
7 July 2008. Consequently the amounts in sterling sent to Shareholders under the
Deferred Capital Alternative will be affected by any change in US dollar to
sterling exchange rates.
Payment
Shareholders will be sent their return of US$1.40 per Existing Ordinary Share in
sterling. The aggregate amount to be returned to Shareholders under the Dividend
Alternative and the Immediate Capital Alternative will be converted to sterling
by the Company between 30 November 2007 and 6 December 2007. On the day of the
currency conversion, the Company will announce the applicable sterling
equivalent of the return per Existing Ordinary Share for Shareholders who have
elected, or are deemed to have elected for, the Dividend Alternative and/or the
Immediate Capital Alternative and it is expected that such amounts will be sent
to relevant Shareholders by 13 December 2007.
The aggregate amount to be returned to Shareholders under the Deferred Capital
Alternative will be converted to sterling by the Company at the time of the
redemption of the B Shares under that Alternative, which is expected to occur
between 1 July 2008 and 7 July 2008 and the applicable sterling equivalent of
the return per relevant Existing Ordinary Share will be announced on the date of
the currency conversion. It is expected that such amounts will be sent to
relevant Shareholders by 14 July 2008.
Share Capital Consolidation
The Return of Cash represents approximately 12.6 per cent. of the Company's
recent market capitalisation. The Share Capital Consolidation will reduce the
number of ordinary shares in issue by approximately the same percentage as the
Return of Cash bears to the market capitalisation of the Company.
For every 8 Existing Ordinary Shares held at the Record Time, Shareholders will
receive 7 New Ordinary Shares. The intention is that, subject to market
movements, the market price per New Ordinary Share immediately after Admission
should be approximately equal to the market price per Existing Ordinary Share
immediately prior to the Return of Cash.
The New Ordinary Shares will be traded on the London Stock Exchange in the same
way as the Existing Ordinary Shares and will be equivalent in all material
respects to the Existing Ordinary Shares, including as to their dividend rights.
Admission of the New Ordinary Shares is expected to take effect from 8 a.m. on
26 November 2007.
The fractional entitlements of all Shareholders arising from the Share Capital
Consolidation will be aggregated into New Ordinary Shares and sold in the market
on their behalf. Should the cash consideration for a fractional entitlement be
£3 or less, Shareholders will not receive a cheque or have their CREST accounts
credited in respect of that entitlement due to the administrative costs incurred
in doing so.
Merrill Lynch International, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for Man Group plc and no one else in
connection with the proposed Return of Cash and will not be responsible to
anyone other than Man Group plc for providing the protections afforded to
clients of Merrill Lynch International or for providing advice in relation to
the Return of Cash.
Enquiries
Man Group plc 020 7144 1000
Peter Clarke
David Browne
Merlin 020 7653 6620
Paul Downes 07900 244888
Lachlan Johnston 07989 304356
About Man Group plc
Man Group plc is a leading global provider of alternative investment products
and solutions. The Group employs 1,600 people in 13 countries, with key centres
in London and PfTM?ffikon (Switzerland), and offices in Chicago, Dubai, Hong
Kong, Montevideo, Nassau, New York, Singapore, Sydney, Tokyo and Toronto. Man
Group plc is listed on the London Stock Exchange (EMG) and is a constituent of
the FTSE 100 Index. Further information on the Man Group can be found at
www.mangroupplc.com.
APPENDIX
EXPECTED TIMETABLE OF KEY EVENTS
Latest time and date for receipt of the Form of Proxy or 10.30 a.m. on 21
electronic proxy or CREST Proxy Instruction for the November 2007
Extraordinary General Meeting
Extraordinary General Meeting 10.30 a.m. on 23
November 2007
Latest time and date for receipt of Election Forms or TTE 4.30 p.m. on 23
Instructions from CREST holders in relation to the November 2007
Alternatives
Latest time and date for dealings in Existing Ordinary Shares 4.30 p.m. on 23
November 2007
Record Time (for consolidation of Existing Ordinary Shares and 6 p.m. on 23
entitlement to B Shares and/or C Shares), Existing Ordinary November 2007
Share register closed and Existing Ordinary Shares disabled in
CREST
New Ordinary Shares admitted to the Official List and to 8 a.m. on 26
trading on the London Stock Exchange's main market for listed November 2007
securities and dealings in the New Ordinary Shares commence
CREST accounts credited with New Ordinary Shares and B Shares At approx. 8
issued pursuant to the Deferred Capital Alternative a.m. on 26
November 2007
Single Dividend becomes payable and C Shares in respect of By 6 December
which the Single Dividend is payable automatically reclassify 2007
as Deferred Shares
Redemption of B Shares under the Immediate Capital By 6 December
Alternative 2007
Merrill Lynch accepts the Broker's Offer (if applicable) by Between 4
means of an announcement on a Regulatory Information Service December 2007
and 10 December
2007
Announcement on a Regulatory Information Service of the By 6 December
Sterling Equivalent of US$1.40 payable in respect of the Single 2007
Dividend under the Dividend Alternative, the redemption of the
B Shares under the Immediate Capital Alternative and the
Broker's Offer (if applicable)
Despatch of share certificates in respect of New Ordinary By 6 December
Shares and B Shares issued under the Deferred Capital 2007
Alternative and despatch of cheques and CREST accounts credited
in respect of fractional entitlements
Despatch of cheques or payment by BACS to mandated accounts in By 13 December
respect of the Dividend Alternative 2007
Despatch of cheques and CREST accounts credited in respect of By 13 December
the Immediate Capital Alternative 2007
Redemption of B Shares under the Deferred Capital Alternative Between 1 July
expected to take place 2008 and 7 July
2008
Notes:
1. References to times in this announcement are to London times. If any of the
above times or dates should change, the revised times and/or dates will be
notified to Shareholders by an announcement on a Regulatory Information Service.
2. All events in the above timetable following Admission of the New Ordinary
Shares are conditional on Admission of the New Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange