Last checked at 16 Apr 2012 11:20
Man Group plc Announces tender offer for its outstanding €600,000,000 6.00 per cent. Notes due 2015
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 OR 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) OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
16 April 2012. Man Group plc (the Company) announced today its invitation to holders of its outstanding €600,000,000 6.00 per cent. Notes due 2015 (ISIN: XS0488168351) (the Senior Notes) to tender their Senior Notes for purchase by the Company for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 16 April 2012 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. The Company proposes to accept for purchase validly tendered Senior Notes up to the Maximum Acceptance Amount of €200,000,000, on the terms and subject to the conditions contained in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
On an on-going basis, the Company reviews its funding requirements, funding profile and market conditions. Taking these factors into account, the purpose of the Offer is to reduce the Company's gross debt and the associated net interest carry cost. Senior Notes repurchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
Summary of certain terms of the Offer
Description of Senior Notes | Aggregate Principal Amount Outstanding(1) | Minimum Denomination | Permitted Integral Multiples | Purchase Price | Maximum Acceptance Amount |
€600,000,000 6.00 per cent. Notes due 2015 (ISIN: XS0488168351) | €381,166,000 | €50,000 | €1,000 | €1,090 per €1,000 | €200,000,000 |
Notes:
(1) Currently outstanding and not held by the Company or its affiliates as at the date hereof.
The Company will also pay an Accrued Interest Payment in respect of Senior Notes validly tendered and delivered and accepted for purchase by the Company pursuant to the Offer.
Details of the Offer
The Company proposes to accept for purchase validly tendered Senior Notes up to the Maximum Acceptance Amount of €200,000,000, on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Company reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions, not to purchase Senior Notes or to extend, terminate, withdraw or modify in any manner any of the terms and conditions of the Offer (including, but not limited to, purchasing more than the Maximum Acceptance Amount), subject to applicable law.
Purchase Price and Tender Instructions
The Company proposes to accept for purchase Senior Notes up to the Maximum Acceptance Amount, on the terms and subject to the conditions contained in the Tender Offer Memorandum.
An offer to tender Senior Notes for repurchase may only be made by the submission of a valid Tender Instruction. In order to participate in, and be eligible to receive the Purchase Price pursuant to, the Offer, Noteholders must validly tender their Senior Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (London time) on 26 April 2012. Tender Instructions must be submitted in respect of a principal amount of Senior Notes of no less than the Minimum Denomination (being €50,000), and may be submitted in integral multiples of €1,000 thereafter. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. (See the Tender Offer Memorandum under the heading "Procedures for Participating in the Offer").
Subject to the Minimum Denomination in respect of the Senior Notes, the price payable per €1,000 in aggregate principal amount of the Senior Notes will be €1,090 (the Purchase Price) plus accrued and unpaid interest on the Senior Notes from, and including, the interest payment date for the Senior Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be no later than 30 April 2012.
Senior Notes repurchased by the Company pursuant to the Offer will be immediately cancelled. Senior Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date.
Maximum Acceptance Amount
The Company proposes to accept Senior Notes for purchase up to a maximum aggregate principal amount of €200,000,000 (the Maximum Acceptance Amount) on the terms and subject to the conditions contained in the Tender Offer Memorandum. In the event that Tender Instructions are received in respect of an aggregate principal amount of Senior Notes which is greater than the Maximum Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis, provided that in the event of any such pro-ration, the Company will only accept tenders of Senior Notes subject to pro-ration to the extent such pro-ration will not result in the relevant Noteholder transferring Senior Notes to the Company in an aggregate principal amount outstanding of less than the Minimum Denomination or if the acceptance of such tenders would not result in the Company returning Senior Notes to the relevant Noteholder in an aggregate principal amount of less than the Minimum Denomination. A separate Tender Instruction must be completed on behalf of each beneficial owner of the Senior Notes.
Amendment and Termination
The Company reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer (including, but not limited to, purchasing more than the Maximum Acceptance Amount) at any time following the announcement of the Offer, as described in the Tender Offer Memorandum under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.
Offer and Distribution Restrictions
The Company is making the Offer only in those jurisdictions where it is legal to do so. See the Tender Offer Memorandum under the heading "Offer and Distribution Restrictions".
Deadlines
THE OFFER COMMENCES ON 16 APRIL 2012 AND WILL EXPIRE AT 5.00 P.M. (LONDON TIME) ON 26 APRIL 2012 (BEING THE EXPIRATION DEADLINE), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE COMPANY. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN PRINCIPLE, NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and you should contact the Intermediary through which you hold your Senior Notes as soon as possible to ensure proper and timely delivery of instructions.
Indicative Timetable for the Offer
Date | Number of Business Days from and including Launch | Action |
16 April 2012 | Day 1 | Commencement of the Offer |
|
| Offer announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS. |
|
| Tender Offer Memorandum available from the Tender Agent. |
26 April 20125.00 p.m., London time | Day 9 | Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer. |
At or around 9.00 a.m. London time on 27 April 2012, or as soon as reasonably practicable after the Expiration Deadline | Day 10 | Announcement of Result of Offer Announcement of the Company's decision whether to accept valid tenders of Senior Notes for purchase pursuant to the Offer (including, if applicable, the Settlement Date for the Offer) and, if so accepted, details of: |
|
| (i) the Purchase Price and the Accrued Interest; |
|
| (ii) the final aggregate principal amount of the Senior Notes tendered pursuant to the Offer; and |
|
| (iii) the aggregate principal amount of Senior Notes accepted for purchase pursuant to the Offer and the pro-ration factor, if applicable, |
|
| distributed by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS. |
30 April 2012
| Day 11 | Settlement Expected Settlement Date for the Offer. Payment of Purchase Consideration and Accrued Interest Payment in respect of the Offer. |
Unless stated otherwise, announcements in connection with the Offer will be made via RNS. Such announcements may also be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Senior Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
BNP Paribas, Credit Suisse Securities (Europe) Limited and The Royal Bank of Scotland plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Tender Agent for the Offer.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
THE DEALER MANAGERS | ||
BNP Paribas10 Harewood AvenueLondon NW1 6AAUnited Kingdom Telephone: + 44 20 7595 8668 Attention: Debt Restructuring Group Email:liability.management@bnpparibas.com | Credit Suisse Securities (Europe) LimitedOne Cabot SquareLondon E14 4QJUnited Kingdom Telephone: +44 20 7883 8763 Attention: Andrew Burton Email:liability.management@credit-suisse.com | The Royal Bank of Scotland plc135 BishopsgateLondon EC2M 3URUnited Kingdom Telephone: +44(0) 20 7085 3781 Attention: Liability Management Group Email: liabilitymanagement@rbs.com |
Questions and requests for assistance in connection with the procedures for participating in the Offer should be directed to the Tender Agent.
THE TENDER AGENT |
Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited Kingdom Telephone: +44 20 7704 0880Attention: David Shilson / Paul KammingaEmail: mangroup@lucid-is.com |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Senior Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Senior Notes in the Offer. None of the Company, the Dealer Managers or the Tender Agent is providing Noteholders with any legal, business, tax or other advice in the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to offer Senior Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and 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. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Senior Notes (and tenders of Senior Notes in either Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdictions.
United States. The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Senior Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Senior Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Senior Notes made by a person located in the United States or a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Senior Notes participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, United States means the United States of America, 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 of America and the District of Columbia.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB).
The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders, or beneficial owners of the Senior Notes, can tender some or all of their Senior Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.