Acquisition and Placing

Man Group PLC
23 May 2002

                                                                     23 May 2002

    Not for release in or into the United States, Australia, Canada or Japan

                                 Man Group plc

               Acquisition of RMF and Placing of Ordinary Shares


Man today announces the proposed acquisition of RMF for $833 million in cash and
shares.* Key aspects of the transaction include:

  • RMF is one of the leading providers of alternative investment products in
    Europe with funds under management of $8.5 billion
  • RMF is focused on the institutional market providing tailored solutions to
    clients including dedicated style and bespoke funds
  • RMF's European focus complements Man's existing strength in the US through
    Man-Glenwood and Man's global private client business
  • The enlarged group will be the largest asset manager in the alternative
    investments market (excluding real estate and private equity) with $20
    billion under management

  • The acquisition strengthens Man's ability to access high quality managers
    with material additional capacity

  • The acquisition is being funded by $250 million in cash from existing
    resources, the issue of 23.3 million Ordinary Shares issued to the vendors
    and $260 million in cash from a placing of new Ordinary Shares (the
    'Placing')

  • The Board expects the financial impact of the acquisition and Placing to
    be broadly neutral to underlying earnings per share in 2003 and earnings
    enhancing in the following year

Merrill Lynch is acting as sole adviser, sole sponsor and joint broker with CSFB
to the acquisition and Placing.

Harvey McGrath, Chairman of Man Group plc, commented:

'This transaction represents a major step forward in the development of Man
Group plc. The combination of Man and RMF significantly strengthens our position
in the fast growing alternative investment market. RMF brings us further access
to asset management capacity, diversifies our product range and provides added
reach in distribution, particularly in the institutional arena. There is also a
great cultural fit between the two businesses and significant opportunity to
build on each other's strengths.'



Rainer-Marc Frey, founder of RMF commented:

'The RMF team is delighted to be joining with our new colleagues at Man. We
share a philosophy and attitude of focus and commitment which has driven the
successful growth of both our businesses. This transaction marks a new and
exciting phase in our development and we look forward to working closely
together for the benefit of clients, shareholders and employees.'

*The acquisition price for RMF of $833 million is based on Man's closing share
price on 22 May 2002.



Enquiries:

Man Group plc - 020 7285 3000

Harvey McGrath, Chairman

Stanley Fink, Chief Executive Officer

Peter Clarke, Finance Director



Merrill Lynch International - 020 7995 2000

Peter Moorhouse

Richard Slimmon



Credit Suisse First Boston (Europe) Limited - 020 7888 8888

George Maddison

John McIvor



Gavin Anderson & Company - 020 7554 1400

Howard Lee

Chris Salt



This announcement has been issued by Man Group plc and is the sole
responsibility of Man Group plc and has been approved solely for the purposes of
Section 21 of the Financial Services and Markets Act 2000 by Merrill Lynch
International. Merrill Lynch International is acting for Man Group plc and no
one else in connection with the Acquisition and the Placing described in this
announcement and will not be responsible to any other person for providing the
protections afforded to clients of Merrill Lynch International or for providing
advice in relation to the Acquisition or the Placing.

No offer, sale or invitation to acquire shares in Man Group plc is being made by
or in connection with this document. Any such offer, sale or invitation will be
made solely by means of listing particulars to be published in connection with
the offer and any acquisition of shares should be made solely on the basis of
information contained in those listing particulars. Prices and values of shares
may go down as well as up and persons needing advice should contact a
professional adviser.

This announcement is not for distribution, directly or indirectly, in or into
the United States. This announcement is not an offer of the securities of Man
Group plc for sale into the United States. The securities of Man Group plc have
not been and will not be registered under the US Securities Act of 1933 and may
not, subject to certain exceptions, be offered or sold, directly or indirectly,
in the United States. There will be no public offer of the securities of Man
Group plc in the United States.





                                 Man Group plc

               Acquisition of RMF and Placing of Ordinary Shares



The Company announces the proposed acquisition of RMF for consideration, based
on the closing share price of Man on 22 May 2002, of $833 million (£571 million;
CHF 1,313 million) in cash and shares and an associated Placing to raise net
proceeds of $260 million (£178 million) to fund part of the cash element of the
consideration. The Directors believe that the acquisition of RMF will make the
combined group the largest asset manager by funds under management in the
alternative investments market (excluding real estate and private equity).

Under the Placing, new Ordinary Shares in the Company will be placed with
institutional and certain other investors to raise net proceeds of $260 million.
The issue price, and the number of new Ordinary Shares to be issued under the
Placing, will be determined following a bookbuild process expected to be
completed later today. Applications have been made to the UK Listing Authority
and to the London Stock Exchange for the admission of all the new Ordinary
Shares to: (i) listing on the Official List; and (ii) trading on the London
Stock Exchange's market for listed securities ('Admission'). It is expected that
Admission will take place, and that dealings in the new Ordinary Shares will
commence, on 30 May 2002.

Reasons for the Acquisition

The Directors believe that the acquisition of RMF will make the combined group
the largest asset manager by funds under management in the alternative
investments market (excluding real estate and private equity), able to offer a
comprehensive range of multi-style, multi-manager products. The combined group
will have around $20 billion (£13.7 billion) of funds under management. The
acquisition also provides the combined group with a broadened range of money
management expertise, greater depth of structuring skills and a leading presence
in the institutional sector of this market. The Directors believe that the
following key benefits will arise from the acquisition:


  • The acquisition will further diversify Man's position in the alternative
    investments industry and provide Man with a complementary fund of hedge
    funds manager based in Europe along with exposure to both high yield and
    private equity;

  • RMF's focus on institutional clients complements Man's strength in private
    clients;

  • RMF's institutional products principally generate management fees as
    opposed to performance fees, thereby providing more predictable recurring
    earnings;

  • RMF has a strong brand name and an established track record in the rapidly
    growing European institutional alternative investments market, with a
    particularly strong presence in Switzerland, Europe's largest hedge fund
    market both for institutional and private clients;

  • Man's funds have grown rapidly, particularly over the last 12 months, and
    the acquisition will strengthen Man's ability to continue to access high
    quality managers with a material amount of additional capacity; and

  • RMF provides Man with access to a range of valuable product structuring
    skills, such as tailored solutions for institutional investors including
    dedicated style funds and low risk/volatility products.

The Board expects the financial impact of the acquisition and the Placing to be
broadly neutral to underlying earnings per share* in the financial year to 31
March 2003 and earnings accretive thereafter. This expectation is based on the
inclusion of modest cost savings but excludes the impact of revenue synergies.

The Board expects revenue synergies to include enhanced distribution of a wider
range of products to each client base and the use of RMF's solutions expertise
to win institutional mandates outside its traditional European franchise. In
addition, the increased scale of the combined group will provide critical mass
in key areas such as assisting in the development of style funds through access
to a wider range of managers and providing greater momentum to the Man new
manager initiative programme. No specific revenue targets have yet been
determined for these items.

*Underlying earnings per share are earnings from net management fee income in
asset management plus brokerage net income excluding goodwill amortisation.



Terms of the Acquisition

Man has agreed to acquire RMF, conditional inter alia upon Admission, for
consideration of 23,321,216 new Ordinary Shares and cash of $510 million to be
funded as to $250 million from existing resources and as to $260 million from
the net proceeds of the Placing.

It is currently expected that the acquisition will be completed on 30 May 2002.
At completion, the Vendors will enter into lock up agreements and Rainer-Marc
Frey, joint founder and CEO of RMF and Adrian Gut, joint founder and COO, will
enter into new service contracts for a minimum of three years as employees of
RMF. In addition, other senior managers have extensive retention packages
already in place to ensure continuity. The lock up agreements which are for
three years from Admission allow sales to be made of up to a third of each
Vendor's shares on and after each of the first and second anniversaries of
Admission. Sales may also be made in certain other circumstances with the
consent of the Company and/or Merrill Lynch.

If, for any reason, the acquisition of certain minority interests representing
up to 18 per cent of the issued shares of RMF is not able to be completed, the
acquisition of RMF will proceed without the minorities and the Company will
retain the related proceeds of the Placing for general corporate purposes.





Information on RMF

RMF is a leading European provider of alternative investment products focused on
the institutional market. RMF provides tailored solutions across a range of
alternative investments including hedge funds, high yield and private equity,
principally as a fund of funds manager. As at 31 March 2002, RMF had funds under
management of approximately $8.5 billion (£5.8 billion), of which approximately
$6.7 billion (£4.6 billion) was invested in hedge fund products.

In the year to 31 December 2001, RMF's audited financial statements (under Swiss
GAAP) reported profit before tax of £25.9 million (CHF 63.0 million), profit
after tax of £21.8 million (CHF 53.0 million) and net assets as at 31 December
2001 of £115.0 million (CHF 278.0 million). In the year to 31 December 2001,
RMF's 33.3 per cent holding in Swiss Life Hedge Fund Partners (''SLHFP'') - the
company in which RMF announced on 8 May 2002 that it was acquiring the remaining
66.7 per cent that it did not already own - contributed (under Swiss GAAP) £2.7
million (CHF 6.5 million) to the profit after tax of RMF. In the year to 31
December 2001, the audited financial statements (under Swiss GAAP) of SLHFP
reported profit before tax of £9.1 million (CHF 22.1 million), profit after tax
of £8.0 million (CHF 19.5 million) and net assets as at 31 December 2001 of £3.9
million (CHF 9.5 million).

In the year to 31 December 2001 on a UK GAAP basis, RMF reported profit before
tax of £18.6 million (CHF 45.3 million) and profit after tax of £15.2 million
(CHF 37.0 million) - the variance in UK GAAP and Swiss GAAP results is primarily
due to timing differences in profit recognition. Using Man's principles for
segmental reporting of management and performance fees, RMF's contribution to
profit before tax from management and performance fees would have been £17.7
million (CHF 43.0 million) and £0.9 million (CHF 2.3 million) respectively for
the year to 31 December 2001. Net assets (on a UK GAAP basis) as at 31 December
2001 were £109.1 million (CHF 263.6 million). These figures include only the
actual contribution from underlying investment vehicles proportionate to RMF's
interest in them.

History

RMF was founded in 1992 and is headquartered in Pfaffikon, Switzerland, where
most of its 180 employees are based. RMF also has small offices in London, New
York and the Bahamas and is principally regulated by the Swiss Federal Banking
Commission. Since the start of 1998, RMF has achieved rapid growth of funds
under management, which have increased 18-fold from $458 million (£314 million)
to $8.5 billion (£5.8 billion).

RMF's growth has been supported by its ability to identify and create tailored
solutions for the alternative asset investment needs of major financial
institutions. RMF offers bespoke investment exposure to a range of alternative
assets, principally hedge funds but also including high yield and private
equity, through specialised structured products with features such as capital
guarantees and insurance wraps.

RMF has established a significant institutional client base with over 100
accounts, primarily in the key Swiss institutional market and, in particular,
has developed important relationships with Swiss Life and parts of the Credit
Suisse Group. Together, these have provided RMF with $5.2 billion (£3.6 billion)
of funds under management as at 31 March 2002. These relationships are described
in more detail below.

In 1998, RMF formed a joint venture with Swiss Life, SLHFP, to manage the
alternative investments of the Swiss Life Group and to aid the distribution of
RMF's products to Swiss Life's policyholders. At the same time, Swiss Life
subscribed for a 23.5 per cent equity investment in RMF. As at 31 March 2002,
total funds under management through SLHFP were $2.5 billion (£1.7 billion). On
8 May 2002, RMF announced the acquisition of Swiss Life's 66.7 per cent
shareholding in SLHFP. At the same time, RMF's management contract over the
Swiss Life funds was extended to December 2005. In RMF's annual results to 31
December 2001, RMF's 33 per cent shareholding contributed £3.0 million (CHF 7.3
million) to the profits before tax of RMF on both a UK and Swiss GAAP basis,
principally as management fees.

In 2001, RMF entered into a series of agreements with different parts of the
Credit Suisse Group, through which RMF provides fund of funds advice. The major
part of the funds managed has an initial term expiring in July 2004. The total
funds under management through these relationships as at 31 March 2002 were
around $2.7 billion (£1.9 billion).

RMF's directors, management and employees own approximately 58.5 per cent of the
capital and control approximately 64.3 per cent of the voting rights in RMF. Of
the remaining shares in issue, Swiss Life owns approximately 23.5 per cent of
the capital and controls approximately 29.1 per cent of the voting rights and
Winterthur Life, Baloise-Holding and Gothaer Lebensversicherung each own
approximately 6.0 per cent of the capital and control approximately 2.2 per cent
of the voting rights.

Management and Operations

The Management Board of RMF comprises its joint founder, CEO and CIO,
Rainer-Marc Frey; Adrian Gut, joint founder and COO; Peter Blass, Director of
Client Relations; and two representatives of the institutional shareholders. The
Management Committee of RMF undertakes the day-to-day management of the group
and reports to the Management Board. This Management Committee comprises three
members of the Board (Rainer-Marc Frey, Adrian Gut and Peter Blass) together
with business unit heads and selected senior team leaders.

As part of the Acquisition, Rainer-Marc Frey will join the board of Man
Investment Products.

RMF's three main areas of activity are:

RMF Investment Products

RMF Investment Products is an active investment adviser responsible for the
content management, new manager search and monitoring of RMF's range of
alternative investment products in the asset classes of hedge funds, high yield
and private equity.

A team of over 25 investment professionals with a combination of trading,
investment management and quantitative research experience select and constantly
monitor the network of approximately 160 independent hedge fund managers who
manage money for RMF. In addition, the team operates the due diligence process
for new managers and screens a database of over 5,000 individual managers in the
search for new management expertise. As at 31 March 2002, it had funds under
management of approximately $6.7 billion (£4.6 billion) in hedge funds.

RMF has structured over 65 funds for its institutional clients and joint venture
partners. Many of these are tailored to an individual client's requirements such
as a particular risk/return target and, as a result, their performance differ
significantly from each other and no one vehicle can be representative of the
RMF group as a whole. As an illustration, RMF's largest fund, the $1.2 billion
Swiss Life Absolute Return Strategies fund, has achieved a compound annual rate
of return of 9.1 per cent and has an annualised volatility of 4.3 per cent since
its inception in July 1998.

RMF Investment Products also offers its clients portfolio management expertise
in high yield bonds and private equity. RMF has a team of 10 investment
professionals operating in the European high yield market focusing on credit
markets for both loans and bonds. The team has a track record of over four years
and managed $1.4 billion (£1.0 billion) as at 31 March 2002. This includes
acting as the European adviser for a $750 million (£517 million) global
collateralised debt obligation (CDO) and for mutual funds and managed accounts
for a number of Swiss institutional investors. A team of 7 professionals manage
or advise on $400 million (£275 million) in private equity investments either as
a fund of funds manager or consultant. RMF is affiliated with six private equity
companies that have a range of expertise including venture capital, secondary
private equity and structured products.

RMF Investment Consultants

In addition to offering the standard range of RMF investment products, clients
can also choose tailor-made portfolios. Portfolio construction uses a
combination of top-down asset allocation, bottom-up fund picking and individual
portfolio construction employing RMF's proprietary investment tools according to
a client's individual risk and return targets.

The client services provided by the consultancy business include industry
research and market studies, portfolio construction and supervision, dedicated
style funds, asset allocation for various risk/return profiles.

RMF Capital Markets

RMF's Capital Markets business customises and structures alternative investment
products to meet individual clients' needs in relation to specific regulatory,
tax, accounting and liquidity issues.

A team of over 20 investment professionals with backgrounds in finance and
investment banking work closely with the Investment Product and Consultant teams
to structure and package RMF's alternative investment products in the most
efficient format.

Product distribution

RMF has in the past sold its products and services directly to institutions or
through a small number of external sales consultants but has recently
established an in-house sales team to undertake this role. RMF distributes its
products predominantly to institutional clients such as pension funds, insurance
companies or banking institutions who then, in some cases, sell the products on
to their private client customers. To date, the majority of RMF's institutional
customers originate from Switzerland with a smaller but increasing number coming
from Germany. RMF targets institutional clients seeking to allocate funds
greater than $10 million (£6.9 million). In the year to 31 December 2001, RMF
added $3 billion (£2.1 billion) of new funds under management, including $2.5
billion (£1.7 billion) from parts of the Credit Suisse Group.

Information on Man

Man is a leading global provider of alternative investment products and one of
the world's leading futures and options brokers. The Group employs over 1,500
people in 13 countries, with key centres in London, Switzerland, New York,
Chicago, Paris, Sydney and Singapore.

In the preliminary results for the year to 31 March 2002 announced today, the
Group reported profit before tax of £193.1 million and diluted underlying
earnings per share of 45.7 pence, representing growth of 21 per cent and 50 per
cent respectively over the previous financial year. This included contributions
to profit before tax and goodwill amortisation of £117.6 million from management
fees, £55.2 million from performance fees and £38.3 million from brokerage
operations.

The Group has two principal businesses: Man Investment Products and Man
Financial. Man's asset management division, Man Investment Products, is a world
leader in the fast growing field of alternative investment products where it has
a powerful market presence and a strategic position in providing structured
hedge fund products. Man is able to use its sophisticated risk management
capabilities in product structuring and disciplined manager selection. Man has
an investment management track record dating back to 1983 and now provides a
wide range of fund styles together with worldwide distribution to private
clients and institutional investors.

As at 31 March 2002, assets under management totalled $10.7 billion (£7.5
billion) including $4.1 billion (£2.9 billion) managed by Man-AHL, a managed
futures manager, and $4.6 billion (£3.2 billion) managed by Man-Glenwood, a
US-based fund of hedge funds. In addition, a further $2.0 billion (£1.4 billion)
is managed by eight smaller managers. Man has grown funds under management from
$1.3 billion (£0.8 billion) as at 31 March 1997 to their current level,
representing compound annual growth of 55 per cent. This compares to total funds
under management in the managed futures market estimated at $50 billion (£34
billion) and total funds under management in the hedge fund market estimated at
$540 billion (£380 billion), the latter having enjoyed a compound annual growth
of 16 per cent over the same period.

Man has launched more than 200 alternative investment products worldwide. Man
has been particularly successful in the high net worth private client sector and
has an increasing presence in the institutional market. In the year to 31 March
2002, $5.2 billion (£3.6 billion) was raised globally, with over 80 per cent
coming from private clients.

Man distributes its products to private clients through a worldwide network of
over 1,000 intermediaries as well as private label products offered through
leading financial institutions. Distribution through intermediaries is supported
by regional sales offices and, in 2001, Man opened its US sales office to
address this major market.

Man's brokerage division, Man Financial, is one of the world's leading providers
of brokerage services. It acts as a broker of futures, options and other equity
derivatives for both institutional and private clients and as an intermediary in
the world's metals, energy and foreign exchange markets with offices in key
financial centres.

Current trading, prospects and outlook

During the financial year ended 31 March 2002, Man has continued to meet or
exceed its financial objectives as well as building out the business in its
areas of core expertise. Since the end of the financial year, Man-Glenwood and
Man's other smaller managers have continued to record positive performance and,
accordingly, although Man-AHL has given back some of the very strong performance
it achieved in 2001, sales of its multi-manager composite products continue to
be good. Man AP Strategic Series 1, which closed in April 2002, raised $280
million and the follow-on launch of Series 2 is due to close in June 2002. Man
also continues to enjoy low levels of redemptions. Excluding the acquisition of
RMF, current funds under management are estimated to be $11.0 billion (£7.5
billion) underpinning a significantly higher run-rate of net management fee
income than last year. Man's brokerage division, Man Financial has also had a
good start to the year.



This announcement has been issued by Man Group plc and is the sole
responsibility of Man Group plc and has been approved solely for the purposes of
Section 21 of the Financial Services and Markets Act 2000 by Merrill Lynch
International. Merrill Lynch International is acting for Man Group plc and no
one else in connection with the Acquisition and the Placing described in this
announcement and will not be responsible to any other person for providing the
protections afforded to clients of Merrill Lynch International or for providing
advice in relation to the Acquisition or the Placing.

No offer, sale or invitation to acquire shares in Man Group plc is being made by
or in connection with this document. Any such offer, sale or invitation will be
made solely by means of listing particulars to be published in connection with
the offer and any acquisition of shares should be made solely on the basis of
information contained in those listing particulars. Prices and values of shares
may go down as well as up and persons needing advice should contact a
professional adviser.

This announcement is not for distribution, directly or indirectly, in or into
the United States. This announcement is not an offer of the securities of Man
Group plc for sale into the United States. The securities of Man Group plc have
not been and will not be registered under the US Securities Act of 1933 and may
not, subject to certain exceptions, be offered or sold, directly or indirectly,
in the United States. There will be no public offer of the securities of Man
Group plc in the United States.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
     
ACQGLGDUCDDGGDX