Man Group plc Court Sanction of Scheme of Arrangement (1513A)
24 May 2019 - 8:35PM
UK Regulatory
TIDMEMG
RNS Number : 1513A
Man Group plc
24 May 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.
Scheme of Arrangement
Man Group plc
24 May 2019
Corporate Reorganisation - Court Sanction of Scheme of
Arrangement
On 15 April 2019, Man Group plc (registered in England and Wales
under company number 08172396) (Man) announced the publication of a
circular and prospectus in connection with an internal corporate
reorganisation, pursuant to which it was proposed that a new
ultimate holding company be introduced for the Man Group (the
Group), to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the Scheme).
Further to that announcement, Man announces that the Court has
today made an order sanctioning the Scheme to establish Man Group
plc, registered in Jersey under company number 127570 (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
Court Order and a copy of the related Man Statement of Capital
being delivered to the Registrar of Companies in England and Wales,
which is expected to take place on 28 May 2019.
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. on 28 May 2019.
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. on 28 May 2019.
Capitalised terms used but not defined herein have the meanings
given to them in the circular published by Man on 15 April
2019.
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
Important Notices
J.P. Morgan Cazenove Securities plc (which conducts its UK
investment banking business at J. P. Morgan Cazenove (J. P. Morgan
Cazenove), which is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA, 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.
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 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.
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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