Last checked at 17 Oct 2012 14:40
Man Group Plc
17 October 2012
New Corporate Structure - Results of the Court Meeting and General Meeting
Further to the announcement on 24 September 2012, Man Group plc ("Man" or the "Company") announces that, at the meeting convened pursuant to an order of the Court and held earlier today (the "Court Meeting"), the Scheme was approved by the requisite majority.
Man further announces that all resolutions to approve the Proposals and other related matters were passed by the requisite majority at the general meeting of Man which was held today immediately following the Court Meeting (the "General Meeting").
Results of Court Meeting
At the Court Meeting, a majority in number of the Man Shareholders who voted (either in person or by proxy), representing 55.79 per cent. in value of Man Ordinary Shares held by Man Shareholders who voted (either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll vote.
Details of the votes cast are as follows:
| VOTESFOR | VOTESAGAINST | TOTAL VOTES CAST |
Man Ordinary Shares voted | 1,015,302,066 | 434,980 | 1,015,737,046 |
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
Results of General Meeting
At the General Meeting, all resolutions were put to the meeting on a poll and the results of the poll are detailed below. The full text of the resolutions is contained in the Notice of General Meeting set out in the Circular which is available on Man's website at www.mangroupplc.com.
RESOLUTION | VOTESFOR | VOTESAGAINST | VOTESWITHHELD |
Implement the Scheme of Arrangement | 1,035,199,436 | 443,796 | 5,250,126 |
Amend the Articles of Association | 1,039,637,178 | 429,296 | 826,884 |
Change the Company's name to Man Strategic Holdings plc | 1,040,049,483 | 456,514 | 387,361 |
Approve the New Man Reduction of Capital | 1,040,018,303 | 471,032 | 404,023 |
Approve the establishment of the New Man 2012 Long-Term Incentive Plan | 966,454,811 | 40,616,954 | 33,821,593 |
Approve the establishment of the New Man 2012 Executive Share Option Plan | 962,724,505 | 42,433,757 | 35,735,096 |
Approve the establishment of the New Man 2012 Sharesave Scheme | 1,036,902,499 | 2,615,202 | 1,375,657 |
Accordingly, all resolutions proposed at the General Meeting were duly passed by the requisite majority.
Conditions and Expected Timetable
Completion of the Proposals remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part 2 of the Circular, including the sanction of the Scheme and confirmation of the New Man Reduction of Capital by the Court. The Court hearing to sanction the Scheme is expected to take place on 5 November 2012. It is expected that the last day for dealings in Man Ordinary Shares will be 5 November 2012, that the Scheme will become effective on 6 November 2012 and that cancellation of the listing of the Man Ordinary Shares on the Official List and admission of the New Man Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission") will take place no later than 8.00 a.m. on 6 November 2012.
It is expected that the Court hearing to confirm the New Man Reduction of Capital will take place on 7 November 2012 and that the New Man Reduction of Capital will become effective on 8 November 2012.
Applications have been made to the relevant authorities in respect of regulatory clearances that have been identified as conditions to the Scheme. Following confirmations received from the FSA, the Jersey Financial Services Commission, the Central Bank of Ireland, the Cayman Islands Monetary Authority, the Dubai Financial Services Commission, the Securities and Futures Commission (Hong Kong) and Commission de Surveillance du Secteur Financier (Luxembourg), approvals remain outstanding from three further authorities. Man expects these to be obtained in the near future to allow the Proposals to become effective in accordance with the timetable set out above.
The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the New Man Reduction of Capital and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on when the Court Orders sanctioning the Scheme and confirming the New Man Reduction of Capital, the Man Statement of Capital and the New Man Statement of Capital are delivered to, and registered by, the Registrar of Companies. Man will give notice of any change(s) to the expected timetable by issuing an announcement through a Regulatory Information Service.
CREST / Ticker
By way of clarification, Man confirms that for Man Shareholders who currently hold Man Ordinary Shares in uncertificated form, it is expected that on or soon after 8.00 a.m. on 6 November 2012, CREST accounts will be credited with New Man Ordinary Shares under ISIN GB00B83VD954 (rather than ISIN GB00B83V0954 as was stated in the Circular). New Man will have the same ticker symbol as Man and will therefore remain as "EMG".
The issued ordinary share capital of Man as at 17 October 2012 was 1,820,560,383 ordinary shares of 33/7 US cents each.
National Storage Mechanism
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the Court Meeting and the General Meeting will shortly be submitted to the National Storage Mechanism and available for inspection at: www.morningstar.co.uk/uk/nsm.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.
For further information:
Fiona Smart, Man Group plc +44 20 7144 2030 or email: fiona.smart@man.com
David Waller, Man Group plc +44 20 7144 2121 or email: david.waller@man.com
George Trefgarne, Maitland PR, +44 20 7379 5151
Sponsor and financial adviser
Merrill Lynch International, which is authorised and regulated in the UK by the FSA, is acting exclusively for Man and no-one else in connection with the Proposals and for Man Strategic Holdings plc ("New Man") and no-one else in connection with Admission and will not be responsible to anyone other than Man and New Man for providing the protections afforded to clients of Merrill Lynch International, nor for providing advice in relation to the Proposals, Admission or any matters referred to in this announcement.
NEW MAN ORDINARY SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE OR IN PART, BY THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW MAN ORDINARY SHARES TO THE OFFICIAL LIST. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
Notice to United States residents
Securities may not be offered or sold in the United States unless they are registered under the United States Securities Act 1933 (as amended) (the "Securities Act"), or are exempt from such registration requirements. The New Man Ordinary Shares to be issued to Man Shareholders in connection with the Scheme will not be, and are not required to be, registered with the SEC under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) of that Act based on Court approval of the Scheme.
Pursuant to Rule 145(d) under the Securities Act, Man Shareholders who are affiliates of Man before implementation of the Scheme will be subject to timing, manner of sale and volume restrictions on their sales of New Man Ordinary Shares received in connection with the Scheme. A holder of New Man Ordinary Shares who is an affiliate of New Man will also be subject to transfer restrictions pursuant to Rule 144 under the Securities Act.
The New Man Ordinary Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction of the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available.