TIDMEMG
RNS Number : 2584W
Man Group plc
15 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
Corporate Reorganisation - Distribution of Circular and
Publication of Prospectus
On 12 October 2018, Man Group plc (Man) announced its intention
to implement a corporate reorganisation pursuant to which it is
proposed that a new ultimate holding company be introduced for the
Man Group (the Group). The new ultimate holding company, Man Group
plc (incorporated in Jersey with company number 127570) (New Man),
is a newly incorporated company registered in Jersey. It is
intended that this new corporate structure will be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006, which requires the approval of the Man Shareholders (as
defined below) and the sanction of the Court (the Scheme).
Further to that announcement, Man announces that a circular in
connection with the Scheme will be published and distributed to its
shareholders today (the Circular). Man also announces that a
prospectus in relation to New Man, the Group and the introduction
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 (the Prospectus), has received
approval from the Financial Conduct Authority (the FCA) and will
also be published today.
The Directors believe that the proposed reorganisation should
provide greater flexibility for the Group going forward, support
the effective and efficient governance of the business and the
proposed structure is consistent with market practice for many
global institutional asset management businesses.
In summary, it is proposed that:
-- pursuant to the Scheme New Man will issue ordinary shares
(New Man Ordinary Shares) to holders of ordinary shares in Man (Man
Ordinary Shares) on a one-for-one basis. New share certificates,
for shareholders who hold their shares in certificated form, will
be issued for New Man Ordinary Shares and existing certificates in
respect of Man Ordinary Shares will be cancelled. For shareholders
who hold their shares in a CREST account, New Man Ordinary Shares
will be credited to the relevant CREST member account;
-- New Man Ordinary Shares will be listed on the Official List
and traded on the main market of the London Stock Exchange in
exactly the same way as the existing Man Ordinary Shares (which
will be de-listed); and
-- this will be followed by a reduction in the capital of New
Man to create distributable reserves (together, the Proposals).
-- The Proposals are conditional upon, among other things, Court
approval and the approval of holders of Man Ordinary Shares (Man
Shareholders). The Circular contains a notice convening a Court
meeting of Man Shareholders at which approval will be sought in
relation to the Scheme (the Court Meeting), as well as a notice
convening a general meeting of Man Shareholders at which approval
will be sought in relation to the Proposals and other related
matters (the General Meeting). The Court Meeting and the General
Meeting will be held on 10 May 2019.
Copies of the Circular and the Prospectus will be made available
on Man's website, www.man.com. Copies of these documents will also
be submitted to the National Storage Mechanism and available for
inspection at www.morningstar.co.uk/uk/NSM.
Terms used but not defined herein have the meanings given to
them in the Circular.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) is acting as sponsor to
New Man in relation to the application for 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 and as financial advisor to Man and New Man in
relation to the Proposals.
For further information:
Fiona Smart
Head of Investor Relations
+44 20 7144 2030
fiona.smart@man.com
Georgiana Brunner
Director of Communications
+44 20 7144 1000
media@man.com
Michael Turner
Finsbury
+44 20 7251 3801
mangroupUK@finsbury.com
The Proposals in Detail
Scheme of arrangement and reduction of capital
On 12 October 2018, Man announced its intention to implement a
corporate reorganisation pursuant to which it is proposed that a
new Jersey incorporated listed holding company, New Man, be
introduced for the Group.
Man today announces further details of the Proposals and
confirms that a Circular will be distributed to Man Shareholders
containing full details and seeking Man Shareholders' approval of
the Proposals. The Prospectus in relation to New Man, the Group and
the introduction 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, has received
approval from the FCA and will be published today. The Circular and
the Prospectus will available at Man's website, www.man.com.
It is intended that this new corporate structure will be
implemented by means of a scheme of arrangement under Part 26 of
the Companies Act 2006, which requires the approval of the Man
Shareholders and the sanction of the Court. If the Scheme is
approved and becomes Effective:
-- Man's existing ordinary share capital will be cancelled and
Man Shareholders will be entitled to receive one New Man Ordinary
Share for each Man Ordinary Share held; and
-- New Man will be the new holding company of the Group.
Following the Scheme Effective Date, Man will be re-registered
as a private limited company and renamed Man Group Limited.
Following the Scheme becoming Effective, it is also proposed
that the share capital of New Man will be reduced (the New Man
Reduction of Capital). The purpose of the New Man Reduction of
Capital is to create distributable reserves in the accounts of New
Man, which provides for a financially and operationally efficient
manner of supporting the payment of future dividends (in accordance
with Man's existing dividend policy) and share repurchases by New
Man, and to ensure that New Man has the same flexibility to pay
dividends that Man has today. The New Man Reduction of Capital is
not expected to have any impact on the market value of the New Man
Ordinary Shares.
Upon the Scheme becoming Effective, it is intended that the
Board and corporate governance structure of New Man will be the
same as the existing Board and corporate governance structure of
Man.
Background to and reasons for the Scheme
The Group has seen significant growth in the size of its US
business over the past five years alongside growth in other
international markets and the UK. As a result Man is proposing to
adjust its corporate structure and international governance such
that it is better aligned with the global footprint of the
business. The proposed structure should provide greater flexibility
for the Group, support the effective and efficient governance of
the business and is consistent with market practice for many global
institutional asset management businesses.
The Board believes a structure that is consistent with market
practice for other global institutional asset management businesses
would assist the Group in competing in UK and other international
markets over the long term. At present, Man's businesses in the US
and Asia are prudentially regulated by the UK authorities as well
as local regulators. The proposed structure would result in the
Group no longer being subject to global consolidated capital
requirements and would therefore provide the Group with greater
flexibility going forward comparable to other such global
groups.
The Proposals are expected to enhance the Group's flexibility in
financing, including for example the seed capital programme that
supports product innovation in the Group's businesses. Following
the proposed changes the Board will continue to judge the Group's
capital needs against its operational and strategic
requirements.
Following the implementation of the Proposals:
-- New Man Ordinary Shares will be UK listed and it is not
expected that there will be any changes to the Group's inclusion in
indices;
-- the Group will continue to be owned by a UK tax resident
holding company, New Man, with no expected change to its tax
rate;
-- there would be no impact on the Group's presence or the
business operations in London; and
-- there would be no impact on the location of employees as a
result of the Proposals, with the exception of the Group's Chief
Operating Officer & General Counsel relocating to the US as
part of the proposed structure, which will enhance the existing
management structure in the Group's international operations.
Conditions and implementation of Proposals
The Scheme requires the approval of Man Shareholders at a
shareholder meeting to be convened at the direction of the Court.
The approval required at the Court Meeting is a majority in number
of Man Shareholders present and voting (whether in person or by
proxy) representing not less than 75 per cent. in value of those
Man Shareholders who vote at the meeting. The Scheme also requires
the sanction of the Court.
The Proposals will also require separate approvals by not less
than 75 per cent. of all Man Shareholders who vote (whether in
person or by proxy) at the General Meeting. As Man Shareholders
will become New Man Shareholders if the Scheme becomes Effective,
confirmatory approval of the Man Shareholders in relation to the
New Man Reduction of Capital will be sought at the General
Meeting.
In addition, as the Scheme constitutes a change in control of
Man for regulatory purposes, it is subject to obtaining the
relevant regulatory approvals, albeit that Man Shareholders will
retain the same proportionate ownership of New Man as they had of
Man immediately prior to the Scheme becoming Effective.
The Directors will not take the necessary steps to implement the
Proposals unless all relevant conditions have been satisfied (or,
where capable of waiver, waived) and, at the relevant time, they
consider that it continues to be in the best interests of Man and
Man Shareholders as a whole that the Proposals should be
implemented.
Expected Timetable of Key Events
The key dates for Man Shareholders are as follows:
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
11.00 a.m. on 8 May 2019
* Court Meeting (BLUE Form of Proxy)
11.15 a.m. on 8 May 2019
* General Meeting (YELLOW Form of Proxy)
Voting Record Time 6.30 p.m. on 8 May 2019
Court Meeting 11.00 a.m. on 10 May 2019
General Meeting 11.15 a.m. on 10 May 2019
Certain of the following dates are subject to change:
Court Hearing to sanction the Scheme and confirm the reduction in the share capital 24 May 2019
of Man
Last day of dealings in Man Ordinary Shares 24 May 2019
Scheme Record Time 6.00 p.m. on 24 May 2019
Scheme Effective Date 28 May 2019
Delisting of Man Ordinary Shares, Admission of New Man Ordinary Shares to listing on by no later than 8.00 a.m. on
the premium 28 May 2019
listing segment of the Official List, crediting of New Man Ordinary Shares to CREST
accounts
and admission to trading of the New Man Ordinary Shares on the main market of the
London Stock
Exchange
New Man Reduction of Capital becomes effective by no later than 31 May 2019
Despatch of share certificates in respect of New Man Ordinary Shares which are by no later than
allotted and 11 June 2019
issued pursuant to the Scheme in certificated form
The times and dates given in the table above are based on the
Directors' expectations and may be subject to change. The times and
dates are indicative only and will depend, among other things, on
the date upon which the Court sanctions the Scheme and the date on
which all relevant conditions are satisfied or, if capable of
waiver, waived. The timetable is also dependent on (i) when the
Court Order sanctioning the Scheme and the associated reduction of
capital of Man is delivered to the English Registrar of Companies;
and (ii) the directors' solvency statement made in connection with
the New Man Reduction of Capital and the New Man Capital Reduction
Minute being delivered to and registered by the Jersey Companies
Registry. 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
The Circular and the Prospectus and certain documents referred
to therein will be available on Man's website, www.man.com and
copies will be available for inspection at Riverbank House, 2 Swan
Lane, London EC4R 3AD and, in respect of the Prospectus and certain
documents referred to in the Prospectus, at the registered office
of New Man at 22 Grenville Street, St Helier, Jersey JE4 8PX.
Copies of the Circular and the Prospectus will be submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Important Notices
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove),
which is authorised in the United Kingdom by the Prudential
Regulation Authority (PRA) and regulated by the PRA and the FCA in
the United Kingdom, is acting exclusively for Man and New Man and
no one else in connection with the Proposals and will not regard
any other person as its client in relation to the Proposals and
will not be responsible to anyone other than Man and New Man for
providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the Proposals or
any matters referred to herein.
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 J.P. Morgan Cazenove 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 FCA, the London Stock Exchange or by applicable law, the
Listing Rules or the Disclosure Guidance and Transparency Rules).
The information in this announcement is subject to change.
No representation or warranty, express or implied, is made by
J.P. Morgan Cazenove as to the accuracy, completeness or
verification of the information set forth in this document, and
nothing contained in this document is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past
or the future. J.P. Morgan Cazenove accepts no responsibility
whatsoever for the contents of this document, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, in connection
with Man, New Man or the Proposals and accordingly disclaims, to
the fullest extent permitted by applicable law, any and all
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this document or any such
statement.
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
Man Shareholders should note that the Scheme is subject to UK
procedural and disclosure requirements (which are different from
those of the United States) and is proposed to be implemented
through a scheme of arrangement in accordance with English company
law. As such, the New Man Ordinary Shares have not been and will
not be registered under the US Securities Act of 1933, as amended
(the Securities Act) and will be issued in reliance upon the
exemption from the registration requirements of the Securities Act
provided by section 3(a)(10) thereof and also will not be subject
to the proxy solicitation rules under the US Securities Exchange
Act of 1934, as amended. The financial information included in the
Prospectus has been prepared in accordance with IFRS and thus may
not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
Man Shareholders should be aware that the Scheme and the
ownership of New Man Ordinary Shares may have tax consequences in
the United States. Man Shareholders are advised to consult their
own tax advisors to determine the particular tax consequences to
them of the Scheme.
The New Man Ordinary Shares to be issued in connection with the
Scheme have not been approved or disapproved by the US Securities
and Exchange Commission or any securities regulatory authorities of
any state of the United States, nor have such authorities passed
upon or determined the fairness or merits of such securities or
upon the adequacy or accuracy of the information contained in this
document. Any representation to the contrary is a criminal offence
in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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END
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