Scheme of Arrangement

RNS Number : 3337Q

Man Group plc

05 November 2012

 



Man Group plc
5 November 2012

New Corporate Structure - Court Sanction of Scheme of Arrangement

Man Group plc ("Man") announces that the Court has today made an order sanctioning the Scheme to establish Man Strategic Holdings plc ("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 aforementioned court order and a copy of the related Man Statement of Capital being delivered to and registered by the Registrar of Companies in England and Wales, which is expected to take place tomorrow.

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. tomorrow. 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. tomorrow.

The next Court hearing, to be held on 7 November 2012, will be to confirm the New Man Reduction of Capital. The New Man Reduction of Capital is expected to become effective on 8 November 2012.

Capitalised terms used but not defined herein have the meanings given to them in the Circular published by Man on 24 September 2012.

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 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 announcement.

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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