Results of Tender Offer and Noteholders' meeting

RNS Number : 8591D

Man Group plc

02 May 2013

 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)

Man Strategic Holdings Limited (formerly Man Group plc) announces Results of Tender Offer and Noteholders' Meeting for its €600,000,000 6.00 per cent. Notes due 2015

2 May 2013. On 26 March 2013, Man Strategic Holdings Limited (the Company) announced its invitations to:

(i)         holders (the Noteholders) of its €600,000,000 6.00 per cent. Notes due 2015 (ISIN: XS0488168351; the Notes) to tender any and all of their Notes for purchase by the Company for cash (such invitation the Offer); and

(ii)        Noteholders to approve, by Extraordinary Resolution, the modification of the terms and conditions of the Notes (the Conditions) to provide for the Company to redeem (the Issuer Early Redemption) all, but not some only, of the Notes remaining (if any) on completion of the Offer (together the Proposal).

The Offer and the Proposal were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 26 March 2013 (the Tender Offer Memorandum).  Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offer expired at 4.00 p.m., London time, on 15 April 2013 (the Expiration Deadline). As at the Expiration Deadline, €86.9 million in aggregate nominal amount of the Notes had been validly tendered for purchase pursuant to the Offer.  The Company has decided to accept for purchase all Notes validly tendered pursuant to the Offer. The Company will pay:

(i)         to each Noteholder who validly tendered its Notes by 4.00 p.m. (London time) on 11 April 2013 (the Early Tender Deadline), 110 per cent. of the nominal amount of such Noteholder's Notes (representing the aggregate of the Purchase Price of 107 per cent., the Early Tender Payment of 2 per cent. and the Proposal Consideration of 1 per cent.), together with the relevant Accrued Interest Payment;

(ii)        to each Noteholder who validly tendered its Notes after the Early Tender Deadline but before the Expiration Deadline, 107 per cent. of the nominal amount of such Noteholder's Notes (representing the Purchase Price), together with the relevant Accrued Interest Payment; and

(iii)       to any Ineligible Noteholder who submitted a valid Ineligible Noteholder Instruction in favour of the Proposal by the Early Tender Deadline, 3 per cent. of the nominal amount of such Ineligible Noteholder's Notes (representing the Ineligible Noteholder Early Consent Amount).

Settlement of the Offer is expected to take place on 7 May 2013.

The adjourned Meeting to consider the Proposal was held earlier today, and NOTICE IS HEREBY GIVEN to Noteholders that:

(a)        at the adjourned Meeting, the Extraordinary Resolution was duly passed and the Proposal approved;

(b)        the Supplemental Trust Deed referred to in the Extraordinary Resolution has been executed by the Company and the Trustee, and the Conditions have been amended accordingly; and

(c)        the Company will redeem all Notes (other than those Notes that have been accepted for purchase by the Company pursuant to the Offer) pursuant to the Issuer Early Redemption on 7 May 2013 at the Early Redemption Amount of 107 per cent. of the nominal amount of the relevant Notes, together with Accrued Interest.

All Notes which are purchased pursuant to the Offer or redeemed pursuant to the Issuer Early Redemption will forthwith be cancelled.

The Company (a 100 per cent. direct subsidiary of Man Group plc) expects to register a one-off pre-tax finance expense of approximately U.S.$25 million to reflect the effect of buying back the Notes at a premium to the carrying book value. Following the buyback of the Notes, Man Group plc's annualised pre-tax gross interest expense will reduce by approximately U.S.$17 million, cash resources will reduce by approximately U.S.$310 million, and gross debt will reduce by approximately U.S.$285 million. The Notes do not qualify as regulatory capital, therefore the buyback of the Notes will have no effect on Man Group plc's regulatory capital position.

Citigroup Global Markets Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and Credit Suisse Securities (Europe) Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers.  Lucid Issuer Services Limited (Telephone: [phone]; Attention: David Shilson / Paul Kamminga; Email: [e-mail]) is acting as Tender Agent. 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

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