Publication of Prospectus

RNS Number : 1270U

Man Group plc

08 October 2010

 



8 October 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

MAN GROUP PLC

RECOMMENDED ACQUISITION OF GLG PARTNERS, INC.

Publication of Prospectus

On 17 May 2010, Man Group plc ("Man") announced that it had reached agreement on the terms of the recommended acquisition by Man of GLG Partners, Inc. ("GLG") (the "Acquisition").

Man announces that the prospectus relating to the proposed issue of the new Man shares in connection with the Acquisition (the "Prospectus") has today been approved by the UK Listing Authority (the "UKLA"). Accordingly, the Prospectus will be made available on Man's website (www.mangroupplc.com) later today.

Application has been made to the UKLA for the admission of up to 162,732,446 new Man shares of 3 ³/₇ US cents each to listing on the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Such new Man shares are to be issued to the GLG Selling Stockholders in the context of the Acquisition and will rank pari passu in all respects with the existing ordinary shares of Man.

Completion of the Acquisition remains conditional upon, amongst other things, the affirmative vote in favour of the proposal to adopt the Merger Agreement being obtained from the GLG Stockholders at the GLG Stockholders Meeting scheduled for 12 October 2010, Admission and the Merger becoming effective. Admission is expected to occur at 8 a.m. on or around 14 October 2010 with completion of the Acquisition to occur shortly thereafter.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm. In addition, copies of the Prospectus will be made available for inspection at the offices of Manat Sugar Quay, Lower Thames Street, London EC3R 6DU and the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ.

Terms defined in the circular to Man Shareholders dated 6 August 2010 have the same meanings when used in this announcement.

Enquiries:

Man Group plc
Miriam McKay, Head of Investor Relations and Financial Communications	Tel: [phone]
Maitland (PR adviser to Man)
George Trefgarne	Tel: [phone]
Perella Weinberg Partners (Lead financial adviser to Man)
Philip Yates	Tel: [phone]
Graham Davidson
Toby Rolls
Merrill Lynch International (financial adviser, sponsor and corporate broker to Man)
Simon Fraser	Tel: [phone]
Matthew Watkins

Perella Weinberg Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting as lead financial adviser to Man and no-one else in connection with the matters set out in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Perella Weinberg Partners by FSMA or the regulatory regimes established thereunder, Perella Weinberg Partners accepts no responsibility to any person other than Man for providing the protections afforded to clients of Perella Weinberg Partners, nor for providing advice in relation to any matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor to Man and no-one else in connection with the matters set out in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Merrill Lynch International by FSMA or the regulatory regimes established thereunder, Merrill Lynch International accepts no responsibility to any person other than Man for providing the protections afforded to customers of Merrill Lynch International nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Man and stockholders of GLG are advised to read carefully the formal documentation in relation to the Acquisition.

The new Man shares to be issued in connection with the Acquisition to certain holders of GLG Common Stock may not be offered, sold, or, delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an applicable exemption from registration. On 13 September 2010, Man filed a Schedule 13E-3 pursuant to the US Securities Act of 1934 with the SEC, which incorporates by reference certain information contained in the definitive Proxy Statement which was filed with the SEC by GLG on the same day. The Schedule 13E-3 and the definitive Proxy Statement and other documents filed with the SEC are available free of charge at the SEC's website, www.sec.gov.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

 

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