New Corporate Structure - Posting of Circular and Publication of Prospectus
Further to its announcement on 24 July 2012 relating to the proposal to create a new group holding company, Man Group plc ("Man") announces today that a circular is being posted to shareholders (the "Circular"). Man also announces that a Prospectus in relation to the proposed new group holding company, Man Strategic Holdings plc ("New Man") and Man's group (the "Group") is expected to be published later today following its expected approval by the UK Listing Authority. The corporate reorganisation to put in place the new holding company will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and on the Scheme Effective Date (expected to be 6 November 2012), Man Strategic Holdings plc will be renamed Man Group plc.
The proposed Scheme and subsequent reduction of capital in New Man (together the "Proposals") seek to enhance the Group's access to distributable reserves which will provide ongoing flexibility to continue its previously stated dividend policy.
In summary, it is proposed that:
- New Man will issue ordinary shares ("New Man Ordinary Shares") to holders of ordinary shares in Man ("Man Ordinary Shares") on a one-for-one basis. New share certificates, for shareholders who hold their shares in certificated form, will be issued for New Man Ordinary Shares and existing certificates in respect of Man Ordinary Shares will be cancelled. For shareholders who hold their shares in a CREST account, New Man Ordinary Shares will be credited to the relevant CREST member account.
- New Man Ordinary Shares will be listed on the Official List and traded on the London Stock Exchange in exactly the same way as the existing Man Ordinary Shares (which will be de-listed).
This will be followed by a reduction in the capital of New Man to create distributable reserves.
The Proposals are subject to customary regulatory approvals, Court approval and the approval of holders of Man Ordinary Shares ("Man Shareholders"). The Circular contains a notice convening a Court meeting of Man Shareholders at which approval will be sought in relation to the Scheme, as well as a notice convening a general meeting of Man Shareholders at which approval will be sought in relation to the Proposals and other matters. The Court Meeting and General Meeting will be held on 17 October 2012.
A copy of the Circular is available on Man's website, www.mangroupplc.com and a copy of the Prospectus will be made available there once it has been approved by the UK Listing Authority.
