Issue of Equity

Man Group PLC 18 January 2001 Man Group plc 18 January 2001 NOT FOR DISTRIBUTION OUTSIDE OF THE UNITED KINGDOM. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NEITHER THIS DOCUMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR TO ANY US PERSON. Man Group plc ('Man Group' or the 'Group') Placing for cash to raise up to £75 million Introduction Man Group plc announces a placing of ordinary shares of 10p each (the 'Placing Shares') in Man Group for cash (the 'Placing') to raise up to £75 million before expenses, through an accelerated bookbuilding to be managed by Credit Suisse First Boston (Europe) Limited ('Credit Suisse First Boston'). Reasons for the placing The Group's stated strategy is to continue the expansion of its businesses both organically and through acquisition. Since 30 September 2000 the Group has spent £85 million in cash on strategic acquisitions in asset management. In October, Man purchased the onshore US business of Glenwood (a leading US alternative investment fund of funds manager) and the 40 per cent holding in the offshore business of Glenwood it did not already own. In addition, in November the Group acquired Ord Minnett Strategic Investments, a sponsor and distributor of alternative investment funds in Australia. These acquisitions have been funded from the Group's own cash resources. As a result of this expansion and the continued organic growth in the asset base, funds under management in the Group's asset management business currently stand at £4.0 billion ($6.0 billion). Although the Board currently has no plans to make further significant acquisitions in the short term, the net proceeds of the placing will provide the Group with the resources to continue to successfully develop its business and to capitalise on the growing demand for alternative investment products. This development will include the expansion of the Glenwood business and product range, and continued investment in new managers. Use of proceeds and impact of placing on earnings per share The proceeds of the placing will be used to reduce borrowings. The impact of the placing on both earnings per share and underlying earnings per share (being earnings excluding net performance fee income from Asset Management, Sugar Australia and goodwill amortisation) is expected to be broadly neutral in the current year. The placing will offset the impact on tangible net worth of the £76 million of goodwill arising on the acquisitions referred to above. Current trading Man Group announced on 2 November 2000, at the time of the Group's Interim results, that fund performance had been positive in October. For the month of November, the Group's largest manager AHL showed strong returns, up over 8 per cent. This strong positive performance continued into December, with AHL up by approximately 10 per cent in that month. As a consequence, the Group has already earned significant performance related income in the second half of the current year. As at 1 January 2001, virtually all AHL and Glenwood products stood at incentive fee highs. The Group's brokerage business has continued to benefit from good levels of market activity. In summary, the Group remains on track to achieve its financial objectives for the current year. Illustrative unaudited fund performance for 12 months ended 31 December 2000 Man funds % AHL Diversified plc +19.9 AHL Alpha plc +18.6 Man-IP 220 Limited +18.9 Man Glenwood + 10.8 Comparators CSFB Tremont Hedge Fund Index +4.8 FTSE All Share - 8.0 NASDAQ Composite Index -39.2 S&P 500 -10.4 Further information The Placing Shares are being placed by Credit Suisse First Boston as agent for the Group. The Placing is conditional on the matters described in the appendix to this announcement. Application has been made to the UK Listing Authority for the admission of the Placing Shares to the Official List and to the London Stock Exchange for admission to trading. The Placing Shares will rank pari passu in all respects with existing Man Group ordinary shares. The Placing Shares may not be offered or sold in the United States of America or to or for the account of any US Person (as defined in Regulation S under the US Securities Act of 1933 (the 'Securities Act')) absent registration under the Securities Act or an exemption from such registration. Man Group does not intend to register the Placing Shares. This announcement is not an offer to sell, or a solicitation of an offer to buy, any Man Group ordinary shares. Credit Suisse First Boston is acting for Man Group in connection with the Placing and will not be responsible to any other person for providing the protections afforded to customers of Credit Suisse First Boston or for providing advice in connection with the Placing. The Placing Shares are being offered to institutional investors outside of the United States of America in reliance on Regulation S under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States of America, or to or for the account of US Persons unless registered under the Securities Act or pursuant to an exemption from such registration. Under the Securities Act, securities may not be offered or sold in the United States of America absent registration or an exemption from registration. Any public offering of securities to be made in the United States of America will be made by means of a prospectus that may be obtained from the Man Group or the selling shareholder and that will contain detailed information about the Man Group and its management as well as financial statements. The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions is restricted by law. This announcement may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. Enquiries: Man Group Tel: 020 7285 3000 Stanley Fink Peter Clarke Credit Suisse First Boston Tel: 020 7888 8888 Chris Chambers John McIvor Gavin Anderson Tel: 020 7457 2345 Marc Popiolek Lindsey Harrison APPENDIX: IMPORTANT INFORMATION ON THE PLACING Members of the public are not eligible to take part in the Placing. If you choose to participate in the Placing by making an oral offer to acquire Placing Shares you will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties and acknowledgements contained in this announcement. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of Man Group in any jurisdiction in which such offer or solicitation is unlawful. The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States of America. The Placing Shares are being offered and sold outside the United States of America in reliance on Regulation S under the Securities Act. The distribution of this announcement and the placing and/or issue of ordinary shares in the capital of the Group in certain jurisdictions may be restricted by law. No action has been taken by the Group or Credit Suisse First Boston that would permit an offer of such ordinary shares or possession or distribution of this announcement or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Group and Credit Suisse First Boston to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Credit Suisse First Boston has entered into a placing agreement (the 'Placing Agreement') with Man Group whereby Credit Suisse First Boston has, subject to the conditions set out therein, agreed to use its reasonable endeavours as agent of the Group to procure placees to subscribe for the Placing Shares. Commencing today Credit Suisse First Boston will be conducting a bookbuilding process (the 'Bookbuilding Process') for participation in the Placing. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuilding Process. No commissions will be paid to placees in respect of any Placing Shares. The Placing Shares will be fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 10p each in the capital of the Man Group. How to participate in the Bookbuilding Process If you wish to participate in the Bookbuilding Process you should communicate your bid by telephone to your usual sales contact at Credit Suisse First Boston. If successful, your allocation will be confirmed to you orally following the close of the Bookbuilding Process, and a contract note will be dispatched as soon as possible thereafter. Credit Suisse First Boston's confirmation to you will constitute a legally binding commitment upon you to subscribe for the number of Placing Shares allocated to you on the terms and conditions set out in this announcement. The Bookbuilding Process will close no later than 4.30 p.m. tomorrow, 19 January 2001 but may be closed earlier at the sole discretion of Credit Suisse First Boston. Credit Suisse First Boston may at its sole discretion choose to accept bids that are received after the Bookbuilding Process has closed. Credit Suisse First Boston anticipates making a further announcement following the close of the Bookbuilding Process detailing the price at which the Placing Shares will be placed (the 'Pricing Announcement'). Principal terms of the Bookbuilding Process 1. Credit Suisse First Boston is arranging the Placing as agent of the Man Group. However, neither Credit Suisse First Boston nor any other person is underwriting the Placing. 2. Participation will only be available to persons invited to participate by Credit Suisse First Boston. Credit Suisse First Boston is entitled to enter bids as principal in the Bookbuilding Process. 3. The Bookbuilding Process will establish a single price (the 'Placing Price') payable by all placees. In accordance with paragraph 4.8 of the UK Listing Authority Listing Rules, the Placing Price will not be set below a price which is a discount of more than 10% to the middle market price of the Placing Shares at the time the Placing Price is set. The Placing Price will be determined by Credit Suisse First Boston and the Man Group, having regard to such factors as they consider appropriate. 4. To enter a bid into the Bookbuilding Process, you should communicate your bid by telephone to your usual sales contact at Credit Suisse First Boston. Your bid should state the number of Placing Shares for which you wish to subscribe at either the Placing Price which is ultimately established by Credit Suisse First Boston or at prices up to a price limit specified in your bid. 5. All bids will be binding to the extent that they are not varied or revoked prior to the close of the Bookbuilding Process and will not be capable of variation or revocation after the close of the Bookbuilding Process. 6. Credit Suisse First Boston reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at Credit Suisse First Boston's absolute discretion. 7. The Bookbuilding Process will close no later than 4.30 p.m. tomorrow, 19 January 2001, but may be closed earlier at the sole discretion of Credit Suisse First Boston. Credit Suisse First Boston may, at its sole discretion, accept bids that are received after the Bookbuilding Process has closed. Conditions of the Placing The Placing is conditional on, inter alia, 1. Credit Suisse First Boston being able to procure placees for all the Placing Shares by not later than 4.30 p.m. on 19 January 2001; 2 Credit Suisse First Boston and the Man Group agreeing upon the Placing Price; and 3. the UK Listing Authority admitting the Placing Shares to the Official List and the London Stock Exchange admitting the Placing Shares to trading (together 'Admission') in accordance with the Listing Rules on or before 8.30 a.m. on the fifth business day after the date of the Pricing Announcement or by such later time and date as Credit Suisse First Boston and the Man Group may agree, being no later than 8.30 a.m. on 6 February 2001. If, (a) the condition relating to Admission noted at paragraph 3 above is not satisfied at or prior to 8.30 a.m. on the fifth business day after the date of the Pricing Announcement (or such later time or date as Credit Suisse First Boston and the Group may agree, being not later than 8.30 a.m. on 6 February 2001), or (b) the Placing Agreement is terminated, or (c) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and your rights and obligations hereunder shall cease and determine at such time and no claim can be made by you in respect thereof. By participating in the Bookbuilding Process you agree that your rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by you, save in the event that the Placing Agreement has not become unconditional by the fifth business day after the date of the Pricing Announcement or such later date as Credit Suisse First Boston and Man Group may agree being no later than 8.30 a.m. on 6 February 2001. Right to terminate under the Placing Agreement Credit Suisse First Boston has the right to terminate its obligations under the Placing Agreement at any time prior to Admission in the event, inter alia, of: 1. there being a material breach of any of the representations and warranties given by the Man Group in the Placing Agreement or any event occurring or circumstance arising whereby any of such representations and warranties ceases to be true and accurate in all material respects; or 2. certain stated events occurring which materially and adversely affect the financial position and/or prospects of the Group and its subsidiaries or any general materially adverse change in market conditions occurring and if in Credit Suisse First Boston's reasonable opinion such events and/or change would, if such event and/or change had occurred immediately prior to the Placing, have materially prejudiced the success of the Placing. By participating in the Bookbuilding Process you agree with Credit Suisse First Boston that the exercise by Credit Suisse First Boston of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Credit Suisse First Boston and that Credit Suisse First Boston need make no reference to you and shall have no liability to you whatsoever in connection with any such exercise. No prospectus No prospectus has been or will be submitted to be approved by the UK Listing Authority or filed with the Registrar of Companies in England and Wales in relation to the Placing Shares. Registration and settlement Settlement of transactions in the Placing Shares following Admission will take place within the CREST system. Placees will receive any shares placed with them in uncertificated form by registration to their CREST member account. If you are allocated any Placing Shares in the Bookbuilding Process you will be sent a contract note. Settlement will be on a T+5 basis (being 5 days after the date on which contract notes are despatched) and will be required to be made within CREST. Interest is chargeable daily on payments to the extent that value is received after the due date at the rate of 5 percentage points above prevailing LIBOR. Credit Suisse First Boston reserves the right to settle allocations in certificated form if for any reason it wishes to do so. Representations and warranties By participating in the Bookbuilding Process you represent, warrant and acknowledge that: 1. the issue to you of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); 2. you are, or at the time the Placing Shares are subscribed will be, the beneficial owner of such Placing Shares and not a resident of Canada, Japan or Australia and you are a non-US Person who is located outside the United States of America (within the meaning of Regulation S), Canada, Japan and Australia; 3. you are entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all guarantees and other consents which may be required thereunder and complied with all necessary formalities; 4. you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of your businesses and undertake that you will acquire, hold, manage or dispose of any Placing Shares that are allocated to you for the purposes of your businesses; 5. you are not an affiliate of the Group or a person acting on behalf of such affiliate; 6. you have complied with the Money Laundering Regulations (1993) (the 'Regulations') and, if you are making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by you to verify the identity of the third party as required by the Regulations; 7. you have read this announcement; 8. the only information upon which you have relied in committing yourself to subscribe for Placing Shares is that contained in this announcement and any information previously published by the Group by notification to the Company Announcements Office of the London Stock Exchange, provided that before relying on any previously published information, you should make your own investigations and satisfy yourself that the information is still current; 9. you are a person who falls within paragraph 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996; and 10. neither Credit Suisse First Boston nor any person acting on its behalf has or shall have any liability for any publicly available or filed information or representation relating to the Group, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. The Group, Credit Suisse First Boston and others will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgement. This document has been issued by and is the sole responsibility of Man Group and has been approved solely for the purposes of Section 57 of the Financial Services Act 1986 by Credit Suisse First Boston, which is regulated in the UK by The Securities and Futures Authority Limited. Credit Suisse First Boston is acting as financial adviser and broker to Man Group and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to customers of Credit Suisse First Boston or for providing advice in relation to the Placing. End

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