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Man Strat Hlgs Ltd (60TL)

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Thursday 18 April, 2013

Man Strat Hlgs Ltd

Notice of Adjourned Meeting

RNS Number : 6787C
Man Strategic Holdings Limited
18 April 2013
 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Man Strategic Holdings Limited

(a company incorporated with limited liability in England and Wales under registered number 02921462)

(formerly known as Man Group plc)

(the Company)

NOTICE OF AN ADJOURNED MEETING

of the holders of its outstanding

€600,000,000 6.00 per cent. Notes due 2015 (ISIN: XS0488168351)
(of which €216,165,000 is currently outstanding)

(the Notes)

NOTICE IS HEREBY GIVEN that a meeting (the Original Meeting) of the holders of the Notes (the Noteholders), convened by the Company for 18 April 2013 by a notice dated 26 March 2013, published as required by the provisions of the Trust Deed (defined below), was adjourned through lack of quorum and that the adjourned Meeting of the Noteholders will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom on 2 May 2013 at 10.00 a.m. (London time) for the purpose of considering and, if thought fit, passing the resolution set out below in respect of the Notes, which will be proposed as an Extraordinary Resolution at the adjourned Meeting in accordance with the provisions of the trust deed dated 21 December 2007, as supplemented by a supplemental trust deed dated 16 July 2009 and as further supplemented, amended, restated and modified from time to time (together the Trust Deed) made between, inter alios, the Company and HSBC Corporate Trustee Company (UK) Limited (the Trustee) as trustee for the Noteholders, and constituting the Notes.  Capitalised terms used but not defined in this Notice have the meanings given to them in the Trust Deed or the terms and conditions of the Notes (the Conditions).

EXTRAORDINARY RESOLUTION

"THAT this meeting of the holders of the outstanding €600,000,000 6.00 per cent. Notes due 2015 of Man Strategic Holdings Limited (the Notes and the Company, respectively) constituted by the trust deed dated 21 December 2007, as supplemented by a supplemental trust deed dated 16 July 2009 and as further supplemented, amended, restated and modified from time to time (together the Trust Deed) made between, inter alios, the Company and HSBC Corporate Trustee Company (UK) Limited (the Trustee) as trustee for the holders of the Notes (the Noteholders), hereby:

1.             assents to the modification of the terms and conditions of the Notes (as set out in Schedule 1 to the Trust Deed, and as completed by the Final Terms dated 16 February 2010) as follows:

A new Condition 6.4A shall be inserted after Condition 6.4 as follows:

"6.4A         Early Redemption by the Issuer (Issuer Early Redemption)

The Issuer shall, on the Offer Settlement Date, redeem all, but not some only, of the Notes (other than any Notes that are purchased by the Issuer pursuant to the Offer) at the Early Redemption Amount together with interest accrued to, but excluding, the Offer Settlement Date.

For the purposes of this Condition 6.4A:

Business Daymeans a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in London;

Early Redemption Amount means €1,070 per Calculation Amount;

Offer means the invitation by the Issuer to Noteholders (subject to the Offer Restrictions) to tender their Notes for purchase by the Issuer for cash, as the same may be amended in accordance with its terms and as further set out in the Tender Offer Memorandum;

Offer Restrictions means the restrictions on the Noteholders to whom the Offer was made, as set out in the Tender Offer Memorandum;

Offer Settlement Date means the settlement date for the Offer; and

Tender Offer Memorandum means the tender offer memorandum dated 26 March 2013 prepared by the Issuer."

2.             sanctions every abrogation, modification or compromise of, or arrangement in respect of, the rights of the Noteholders appertaining to the Notes against the Company, whether or not such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the modifications referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

3.             authorises, directs, requests and empowers the Trustee to

(a)            concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution and the satisfaction of the condition in paragraph 5 below, to execute a supplemental trust deed (the Supplemental Trust Deed) in the form of the draft produced to this meeting and signed by the chairman of the meeting for the purpose of identification, with such amendments (if any) as may be requested by the Company and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed; and

(b)           concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

4.             discharges and exonerates the Trustee from any and all liability for which it may have become or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with this Extraordinary Resolution or its implementation;

5.             declares this Extraordinary Resolution shall be in all respects conditional on the acceptance for purchase by the Company of all of the Notes validly tendered in the Offer; and

6.             acknowledges that the term Offer, as used in this Extraordinary Resolution, shall have the meaning given to it in the new Condition 6.4A above.".

Background

The Company has convened the adjourned Meeting for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Notes.

Noteholders are further given notice that the Company has (i) invited Noteholders (subject to certain offer restrictions, as referred to below and more fully described in the tender offer memorandum dated 26 March 2013 (the Tender Offer Memorandum)) to tender Notes for purchase by the Company for cash (the Offer); and (ii) invited Noteholders to approve the modification of the Conditions (as described in paragraph 1 of the Extraordinary Resolution above) to provide for the Company to redeem all, but not some only, of the Notes remaining (if any) on completion of the Offer together with interest accrued to the date fixed for redemption (the Proposal), each as further described in the Tender Offer Memorandum.

The Offer is subject to offer restrictions in, among other countries, the United States, Italy, United Kingdom and France, all as more fully described in the Tender Offer Memorandum.

On an on-going basis, the Company reviews its funding requirements, funding profile and market conditions. Taking these factors into account, the purpose of the Offer and the Proposal is to reduce the Company's gross debt and the associated gross and net interest expense.

A statement as required by Listing Rule 17.3.12(b) of the market values for the Notes on the first dealing day in each of the six months before the date of this Notice and on the latest practicable date before the sending of this Notice has not been included in this Notice as no such market values for the Notes have been published by the Stock Exchange Daily Official List during such period and reliable, executable market values for the Notes are not available from other sources such as Bloomberg.

The directors of the Company confirm that, as far as they are aware, they have no interests in the Notes.

Neither the Trustee nor any of its directors, officers, employees or affiliates has been involved in the formulation of the Extraordinary Resolution and the Trustee expresses no opinion and makes no representation as to the merits of the Extraordinary Resolution, the Offer or on whether Noteholders would be acting in their best interests in approving the Extraordinary Resolution or participating in the Offer, and nothing in this Notice should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Extraordinary Resolution or to participate in the Offer.  Noteholders should take their own independent financial and legal advice on the merits and on the consequences of voting in favour of, or against, the Extraordinary Resolution, including as to any tax consequences.  The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Offer and/or the Proposal, except this Notice and the Supplemental Trust Deed.  Neither the Trustee nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Offer, the Proposal, the Company or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Offer or the Proposal.  On the basis of the information set out in this Notice and the Tender Offer Memorandum, the Trustee has, however, authorised it to be stated that the Trustee has no objection to the Extraordinary Resolution being put to Noteholders for their consideration.

General

Subject to the offer and distribution restrictions set out in the Tender Offer Memorandum, Noteholders may obtain, from the date of this Notice, a copy of the Tender Offer Memorandum from the Tender Agent and the Dealer Managers, the contact details for which are set out below. A Noteholder will be required to produce evidence satisfactory to the Tender Agent or the Dealer Managers as to his or her status as a Noteholder and that he or she is a person to whom the Offer is being made (pursuant to the offer and distribution restrictions referred to above) or to whom it is lawful to send the Tender Offer Memorandum and to make an invitation pursuant to the Offer and/or the Proposal under applicable laws before being sent a copy of the Tender Offer Memorandum.  Copies of (i) the Trust Deed, this Notice and the Tender Offer Memorandum; and (ii) the current draft of the Supplemental Trust Deed as referred to in paragraph 3 of the Extraordinary Resolution, are also available for inspection by Noteholders (a) on and from the date of this Notice up to and including the date of the adjourned Meeting, at the specified offices of the Tender Agent and the Agent during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the adjourned Meeting and (b) at the adjourned Meeting and at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom for 15 minutes before the adjourned Meeting.  Any revised version of the draft Supplemental Trust Deed made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Supplemental Trust Deed and Noteholders will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the adjourned Meeting which are set out in paragraph 2 of "Voting and Quorum" below.  Having regard to such requirements, Noteholders are strongly urged either to attend the adjourned Meeting or to take steps to be represented at the adjourned Meeting (including by way of submitting Tender Instructions or Ineligible Noteholder Instructions in favour of the Proposal (all such terms as defined in the Tender Offer Memorandum)) as soon as possible.  Noteholders who attend the adjourned Meeting or take steps to be represented at the adjourned Meeting other than by way of submitting Tender Instructions or Ineligible Noteholder Instructions in favour of the Proposal by the Early Instruction Deadline should note that they will not be eligible to receive the Ineligible Noteholder Early Consent Amount described above, or the Early Tender Payment described in the Tender Offer Memorandum.

Voting and Quorum

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Tender Instruction or Ineligible Noteholder Instruction in favour of the Proposal, by which they will have given instructions for the appointment of one or more representatives of the Tender Agent by the Agent as their proxy to vote in favour of the Extraordinary Resolution to be proposed at the adjourned Meeting, need take no further action to be represented at the adjourned Meeting.

Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Tender Instruction or Ineligible Noteholder Instruction in favour of the Proposal should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the adjourned Meeting .

1.             The provisions governing the convening and holding of a meeting of the Noteholders are set out in Schedule 3 to the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.

Each person (a beneficial owner) who is the owner of a particular principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a Direct Participant), should note that a beneficial owner will only be entitled to attend and vote at the adjourned Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf.

A Noteholder who wishes to attend and vote at the adjourned Meeting in person must produce at such adjourned Meeting a valid voting certificate or certificates issued by a Paying Agent.

A Noteholder may obtain a voting certificate in respect of its Notes from a Paying Agent by arranging for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg (unless the Note is the subject of a block voting instruction which has been issued and is outstanding in respect of the adjourned Meeting) not less than 24 hours before the time fixed for the adjourned Meeting and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of the conclusion of the adjourned Meeting and the surrender of the voting certificate to the Paying Agent.  For the purposes of this Notice, 24 hours shall mean a period of 24 hours including all or part of a day upon which banks are open for general business in London (disregarding for this purpose the day upon which the adjourned Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid.

A Noteholder not wishing to attend and vote at the adjourned Meeting in person may either deliver the voting certificate(s) to the person whom it wishes to attend on its behalf or give a voting instruction (in the form of an electronic voting instruction (an Electronic Voting Instruction) in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) to, and require a Paying Agent to, include the votes attributable to its Notes in a block voting instruction issued by the Paying Agent for the adjourned Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote at the adjourned Meeting in accordance with such Noteholder's instructions.

If a Noteholder wishes the votes attributable to its Notes to be included in a block voting instruction for the adjourned Meeting, then (i) the Noteholder must arrange for its Notes to be blocked in an account with Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Noteholder or a duly authorised person on its behalf must direct a Paying Agent as to how those votes are to be cast by way of an Electronic Voting Instruction, not less than 48 hours before the time fixed for the adjourned Meeting and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, upon terms that the Notes will not cease to be so blocked until the first to occur of (i) the conclusion of the adjourned Meeting and (ii) not less than 48 hours before the time for which the adjourned Meeting is convened, the notification in writing of any revocation of a Noteholder's previous instructions to the Paying Agent and the same then being notified in writing by the Paying Agent to the Issuer at least 24 hours before the time appointed for holding the adjourned Meeting and such Notes ceasing in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and with the agreement of the Paying Agent to be held to its order or under its control, and that such instruction is, during the period commencing 48 hours prior to the time for which the adjourned Meeting is convened and within the time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be, and ending at the conclusion or adjournment thereof, neither revocable nor capable of amendment.  For the purposes of this Notice, 48 hours shall mean a period of 48 hours including all or part of two days upon which banks are open for general business in London (disregarding for this purpose the day upon which the adjourned Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business as aforesaid.

Any Electronic Voting Instructions given may not be revoked during the period starting 48 hours before the time fixed for the adjourned Meeting and within the time limit specified by the relevant Clearing System and ending at the close of such adjourned Meeting.

2.             The quorum required for the Extraordinary Resolution to be considered at the adjourned Meeting is one or more persons present and holding or representing in the aggregate not less than one-third of the nominal amount of the Notes for the time being outstanding. 

Voting certificates obtained and Electronic Voting Instructions given in respect of the Original Meeting, including pursuant to a Tender Instruction or an Ineligible Noteholder Instruction in favour of the Proposal (unless revoked in accordance with the terms of the Trust Deed and, in the case of Electronic Voting Instructions, in accordance with the procedures of the relevant Clearing System) shall remain valid for the adjourned Meeting.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the adjourned Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently the relevant aspects of the Proposal) cannot be formally considered thereat. Noteholders are therefore encouraged either to attend the adjourned Meeting in person or to arrange to be represented at the adjourned Meeting as soon as possible.

3.             Every question submitted to the adjourned Meeting shall be decided in the first instance by a show of hands.

Unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman of the adjourned Meeting, the Issuer, the Trustee or any Noteholder or agent (whatever the nominal amount of the Notes represented by them), a declaration by the chairman of the adjourned Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. 

On a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote.  On a poll every such person shall have one vote in respect of each €1.00 in nominal amount of the Notes represented by the voting certificate so produced or in respect of which he or she is a proxy or representative.

4.             To be passed at the adjourned Meeting, the Extraordinary Resolution requires a majority of at least 75 per cent. of the votes cast in respect of the Extraordinary Resolution.  If passed, the Extraordinary Resolution shall be binding on all Noteholders whether or not present at the adjourned Meeting at which it is passed and whether or not voting.

This Notice is given by Man Strategic Holdings Limited.

Noteholders should contact the following for further information:

DEALER MANAGERS

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: [email protected]

Credit Suisse Securities (Europe) Limited

One Cabot Square

Canary Wharf

London E14 4QJ

Telephone: +44 20 7883 7161

Attention: Liability Management Group

Email: [email protected]

TENDER AGENT

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

Telephone: +44 20 7704 0880

Attention: David Shilson / Paul Kamminga

Email: [email protected]

 

AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

 

 

Dated: 18 April 2013


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