Offer for Exchangeable Bonds

Man Group plc
13 July 2006


Exchange on enhanced terms of 3.75 per cent. Exchangeable Bonds due 2009

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSONS OR
ADDRESS IN THE UNITED STATES OR ITALY OR IN ANY OTHER JURISDICTION IN WHICH THE
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. THIS RELEASE DOES NOT CONSTITUTE,
OR FORM PART OF, AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL.

OFFER TO HOLDERS OF FORESTER LIMITED'S OUTSTANDING £400,000,000 3.75 PER CENT.
GUARANTEED EXCHANGEABLE BONDS (the 'Bonds') DUE 2009 EXCHANGEABLE FOR ORDINARY
SHARES OF MAN GROUP PLC (the 'Shares') TO APPLY FOR EXCHANGE ON ENHANCED TERMS

Forester Limited (the 'Company') is offering to pay a fixed sum to Bondholders
who prior to the end of the Offer Period submit a valid application to exchange
Bonds for Shares subject to the conditions set out in the Offer Terms contained
in the Offer Document dated 13 July 2006 (the 'Offer Document', which terms and
conditions as amended and supplemented from time to time constitute the 
'Offer').

The Offer will be open from 13 July 2006 and will expire at 4.00 p.m. (London
time) on 20 July 2006.

The offer amount will in respect of each Bond in the denomination of £1,000
equal the fixed sum of £41.2 and is made up of (i) current premium to parity of
2.4 per cent., (ii) accrued interest lost of 0.72 per cent. and (iii) an offer
spread of 1 per cent.

The Offer is being made to accelerate exchange of the Bonds for Shares as part
of Man Group Plc's desire for efficient management of its capital structure. The
Bonds are currently deeply in the money due to Man Group plc's share price being
significantly above the exchange price of 1282 pence. The exchange will
therefore eliminate an instrument which is currently inefficient from both
regulatory capital and credit rating perspectives. Exchange of all the
outstanding Bonds for Shares would result in up to 31,200,468 Shares being
delivered on exchange and an increase in the number of issued shares of Man
Group plc of approximately 10.19 per cent. This does not change the fully
diluted number of shares in issue, which already includes these shares.

The Bonds have the following security codes: ISIN XS0157910711 and Common Code
15791071.

The Company may, in its sole discretion, waive, amend (subject as provided in
the Offer to Bondholders), extend, terminate or withdraw the Offer.

Enquiries:
Deutsche Bank:
Keyvan Zolfaghari [phone]

Merrill Lynch:
Mike Hammond [phone]

Further information is set out in the following announcement and is available on
www.mangroupplcbonds.com


FORESTER LIMITED






                   Offer to the holders of Forester Limited's

     Outstanding £400,000,000 3.75 per cent. Guaranteed Exchangeable Bonds

        due 2009 exchangeable for ordinary shares of and unconditionally

                          guaranteed by Man Group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES OR THE
REPUBLIC OF ITALY

This Notice is important and requires the immediate attention of Bondholders. If
Bondholders are in any doubt as to the action they should take, they are
recommended to seek their own financial advice immediately from an independent
financial adviser.

This Notice does not constitute, or form part of, an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.

The Offer is not being made to, and Applications for Exchange (including the
Exchange Notice scheduled thereto) will not be accepted from or on behalf of,
Bondholders in any jurisdiction in which the making or acceptance thereof will
not be in compliance with the laws of such jurisdiction. No action has been or
will be taken in any jurisdiction in relation to the Offer that would permit a
public offering of securities.

In addition, the Offer is not being made, directly or indirectly, in or into, or
by use of the mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet, email and other
forms of electronic transmission) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States or to U.S.
persons (as such terms are defined in Regulation S under the Securities Act of
1933, as amended) and Applications for Exchange (including the Exchange Notice
scheduled thereto) may not be submitted by any such use, means, instrumentality
or facility from or within the United States or by U.S. persons. Accordingly,
copies of this Notice are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from the United
States or to any U.S. person and persons receiving this Notice (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it into or from the United States or to any U.S. person.
Doing so may render invalid any purported acceptance of the Offer.

The communication of this Notice is not being made, and this Notice has not been
approved, by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000. Accordingly, this Notice is not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. Rather, the communication of this Notice is being made to, and is
directed only at: (a) persons outside the United Kingdom; (b) those persons
falling within the definition of Investment Professionals (contained in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the 'Order')) or within Article 43 or Article 49 of the
Order, or other persons to whom it may lawfully be communicated in accordance
with the Order; or (c) any person to whom it may otherwise lawfully be
communicated (such persons together being 'relevant persons'). This Notice is
only available to relevant persons and the transaction contemplated herein will
be available only to, or engaged in only with relevant persons. This Notice must
not be relied upon by persons other than relevant persons.

The Offer is not being made, directly or indirectly, in the Republic of Italy
and neither the Offer nor any of the information contained herein are addressed
or constitute an offer or an invitation to offer to purchase or acquire the
Bonds or ordinary shares of Man Group plc directed, to any person (natural or
legal) in, or resident of, the Republic of Italy. No prospectus or offer
document will be lodged with, or registered by, the Commissione Nazionale per le
Societa e la Borsa (CONSOB) or the Bank of Italy in respect of the Offer.
Accordingly, Applications for Exchange (including the Exchange Notice scheduled
thereto) may not be submitted from the Republic of Italy and neither this
document nor any other material relating to the Offer may be distributed or made
available in the Republic of Italy.

The Offer is also restricted by the laws of France and The Netherlands. Details
of the above offer restrictions are described in the Offer Document (as defined
below).

                                FORESTER LIMITED

 (incorporated with limited liability in Guernsey with registered number 40171)

                                NOTICE OF OFFER

                           to holders of outstanding

                                  £400,000,000

             3.75 per cent. Guaranteed Exchangeable Bonds due 2009

                  (ISIN: XS0157910711; Common Code: 15791071)

     Exchangeable for ordinary shares of and unconditionally guaranteed by
                                 MAN GROUP PLC

(incorporated with limited liability in England and Wales with registered number
                             2921462) (the 'Bonds')

Bondholders are currently entitled to exchange their Bonds for ordinary shares
of Man Group plc (the 'Shares'). Forester Limited (the 'Company') is offering to
pay the Offer Amount to any Bondholder who prior to the end of the Offer Period
submits a valid application for exchange together with the exchange notice
scheduled thereto (respectively, the 'Application for Exchange' and 'Exchange
Notice') to exchange his Bonds for Shares in accordance with (i) Condition 12 of
the terms and conditions of the Bonds; and (ii) upon the terms and subject to
the conditions set out in the Offer Terms contained in the Offer Document dated
13 July 2006 (the 'Offer Document', which terms and conditions as amended and
supplemented from time to time constitute the 'Offer').

THE OFFER IS OPEN FROM 13 JULY 2006 AND WILL EXPIRE AT 4.00 P.M. (LONDON TIME)
ON 20 JULY 2006 (THE 'EXPIRATION DATE' AND THIS PERIOD CONSTITUTES THE 'OFFER
PERIOD'). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT SUBJECT
TO THE OFFER DOCUMENT AND APPLICABLE LAW, THE COMPANY OR MAN GROUP PLC MAY IN
ITS SOLE DISCRETION WAIVE, AMEND, TERMINATE OR WITHDRAW THE OFFER AT ANY TIME UP
TO AND INCLUDING THE EXPIRATION DATE.

The Offer Amount for each Bondholder will be the product of (i) the Offer Price
and (ii) the aggregate principal amount of the Bonds tendered pursuant to the
Offer divided by 1000 (the 'Offer Amount'). The Offer Price (the 'Offer Price')
will equal the sum of £41.2 in respect of each Bond in the denomination of
£1,000 and as more particularly described in the Offer Document, will comprise
the sum of (i) current premium to parity of 2.4 per cent., (ii) accrued interest
lost of 0.72 per cent. and (iii) an offer spread of 1 per cent.

The Offer Amount will be paid on the Settlement Date (being the date falling not
later than nine London business days after the Expiration Date) to all
Bondholders who have submitted a valid Application for Exchange (including the
Exchange Notice scheduled thereto) to the relevant Clearing System (as defined
below) and to HSBC Bank plc, in its capacity as Principal Paying and Exchange
Agent (the 'Principal Paying and Exchange Agent') as required by the terms and
conditions of the Bonds.

Shares will be delivered to the relevant account specified in the Exchange
Notice as soon as practicable after exchange of the Bonds and by no later than
the Settlement Date. Payment of the Offer Amount will be made to the
Bondholder's relevant Euroclear or, as the case may be, Clearstream Luxembourg
cash account on the Settlement Date.

Bondholders are currently entitled to exchange their Bonds for Shares. The Offer
is being made to accelerate exchange of the Bonds for Shares as part of Man
Group plc's desire for efficient management of its capital structure. The Bonds
are currently deeply in the money due to Man Group plc's share price being
significantly above the exchange price of 1282 pence. The exchange will
therefore eliminate an instrument which is currently inefficient from both
regulatory capital and credit rating perspectives. Exchange of all the
outstanding Bonds for Shares would result in up to 31,200,468 Shares being
delivered on exchange and an increase in the number of issued shares of Man
Group plc of approximately 10.19 per cent. This does not change the fully
diluted number of shares in issue, which already includes these shares.

How to accept the Offer

A holder of Bonds shown in the records of a Clearing System (a 'Bondholder') may
accept the Offer by submitting a valid Application for Exchange (including the
Exchange Notice scheduled thereto) in the form specific to the Offer and
described in the Offer Document to the relevant Clearing System and to the
Principal Paying and Exchange Agent and sending a copy of it to Deutsche Bank
AG.

Further, each Bondholder should ensure that Euroclear Bank S.A./N.V. as operator
of the Euroclear system ('Euroclear') or, as the case may be, Clearstream
Banking, societe anonyme ('Clearstream, Luxembourg') (each a 'Clearing System')
has been irrevocably instructed to block such Bonds in the securities account to
which they are credited with effect from and including the day on which the
Application for Exchange (and Exchange Notice scheduled thereto) is delivered to
the Principal Paying and Exchange Agent so that no transfers may be effected in
relation to such Bonds. Bonds should be blocked in accordance with the
procedures of the relevant Clearing System. The Company and the Principal Paying
and Exchange Agent shall be entitled to accept the Application for Exchange (and
Exchange Notice scheduled thereto) as confirmation that such Bonds have been so
blocked.

Beneficial owners of Bonds who are not direct participants in a Clearing System
('Beneficial Owners') must contact their broker, dealer, bank, custodian, trust
company or other nominee to arrange for their direct participant in the relevant
Clearing System through which they hold Bonds to submit a valid Application for
Exchange (including the Exchange Notice scheduled thereto) to be received by the
relevant Clearing System and the Principal Paying and Exchange Agent prior to
4.00 p.m. (London time) on the Expiration Date. Beneficial Owners of Bonds that
are held in the name of a broker, dealer, bank, custodian, trust company or
other nominee or custodian should contact such entity sufficiently in advance of
the Expiration Date if they wish to accept the Offer and procure that the Bonds
are blocked in accordance with the normal procedures of the relevant Clearing
System and the deadlines imposed by such Clearing System.

Completion of the Offer is conditional upon the Company and Man Group plc not
terminating or withdrawing the Offer on or before the Expiration Date and,
subject to that condition, a Bondholder who accepts the Offer by submitting a
Application for Exchange (including the Exchange Notice scheduled thereto)
during the Offer Period will be deemed to have (i) irrevocably offered the
principal amount of Bonds specified in the Exchange Notice for exchange and (ii)
irrevocably instructed the relevant Clearing System to block such Bonds in the
securities account to which they are credited on the Expiration Date.

Full details of the Offer are contained in the Offer Document, copies of which
together with the Application for Exchange (and the Exchange Notice scheduled
thereto) are available for collection at the specified office of the Principal
Paying and Exchange Agent set out below. Copies are also available on the
internet at www.mangroupplcbonds.com. Bondholders should refer to the Offer
Document for the procedures that must be followed to accept the Offer.

Bondholders are strongly advised to consult their tax advisers as to the tax
consequences of accepting the Offer.

None of the Company, Man Group plc, Deutsche Bank AG, Merrill Lynch
International or the Principal Paying and Exchange Agent makes any
recommendation as to whether to accept the Offer. Bondholders must make their
own decision with regard to accepting the Offer. Deutsche Bank AG and Merrill
Lynch, International are acting for the Company and Man Group plc and no one
else in connection with the Offer and will not be responsible to anyone other
than the Company and Man Group plc for providing the protections afforded to its
customers or for giving advice or other investment services in relation to the
Offer.


                          EXPECTED TIMETABLE OF EVENTS

Each of the dates and times referred to in this Notice (including those in the
timetable below is subject to change as specified under 'Termination,
Withdrawal, Extension and Amendment' in the Offer Document.

Expected launch and commencement of the Offer Period       13 July 2006
Expiration Date: close of the Offer Period                 4.00 p.m. London time
                                                           on 20 July 2006
Date on which Exchange Notices (included in the            20 July 2006
Application for Exchange) will be treated as submitted
Announcement of results of the Offer through the Clearing  21 July 2006
System
Exchange Date                                              21 July 2006
Settlement Date: payment of the Offer Amount through the   1 August 2006
Clearing System and delivery of shares into CREST



                              FURTHER INFORMATION

Bondholders should consult the internet website at www.mangroupplcbonds.com or
contact the following for further information in relation to the procedures for
accepting the Offer:

                                    MANAGERS
           Deutsche Bank AG                   Merrill Lynch International
           Winchester House                 Merrill Lynch Financial Centre
       1 Great Winchester Street                 2 Kind Edward Street
            London EC2N 2DB                         London EC1A 1HQ
            United Kingdom                           United Kingdom

      Contact: Keyvan Zolfaghari                 Contact: Mike Hammond
    Telephone: [phone]         Telephone: [phone]
       Fax: [phone]               Fax: [phone]


                      PRINCIPAL PAYING AND EXCHANGE AGENT

                                 HSBC Bank plc
                                8 Canada Square
                                     London
                                    E14 5HQ
                                United Kingdom

                     Contact: Emma Ablett or Natalie Rathe
                        Telephone: [phone]
                           Fax: [phone]



Dated: 13 July 2006




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