Man Group plc recommended acquisition of GLG Partners, Inc.
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").
06 August 2010
The class 1 circular to be sent to Man Shareholders in connection with the Acquisition (the "Circular") has today been approved by the UK Listing Authority.
RECOMMENDED ACQUISITION OF GLG PARTNERS, INC.
Publication and posting of class 1 circular
The class 1 circular to be sent to Man Shareholders in connection with the Acquisition (the "Circular") has today been approved by the UK Listing Authority. Accordingly, the Circular will be made available on Man's website (www.mangroupplc.com) later today, and Man Shareholders will shortly receive a copy of the Circular.
The Acquisition remains conditional upon the satisfaction or, if permitted, waiver of the other conditions referred to in the announcement of 17 May 2010, and it is currently expected that the closing of the Acquisition will occur by the end of September 2010.
New Man Shares are being issued in connection with the Acquisition to certain GLG Stockholders and, accordingly, a prospectus prepared in accordance with the Prospectus Rules is expected to be published shortly before the admission of the New Man Shares to listing on the Official List of the UKLA and to trading on the London Stock Exchange. When published, the Prospectus will be made available on Man's website.
Man General Meeting
As set out in the Circular, a Man General Meeting will be held on 1 September 2010 to allow Man Shareholders to vote on the proposed resolution required to approve and implement the Acquisition.
In addition, a GLG Stockholder Meeting will be held to allow GLG Stockholders to vote in favour of adopting the Merger Agreement. The GLG Proxy Statement, which includes information relating to the GLG Stockholder Meeting, is expected to be posted to GLG Stockholders following completion of the review by the SEC.
The key dates in respect of the Man and GLG meetings are as follows:
Event Time and/or date
Latest time for lodging of proxy forms for the Man General Meeting 10.00 a.m. on 27 August 2010
Man General Meeting 10.00 a.m. on 1 September 2010
GLG Stockholders Meeting Early September 2010(1)
A copy of the Circular has been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
The Circular is available for inspection at the offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ.
Terms defined in the announcement dated 17 May 2010 relating to the Acquisition have the same meanings when used in this announcement.
Perella Weinberg Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting as 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 once it has been despatched.
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 29 June 2010, Man filed a Schedule 13E-3 pursuant to the US Securities Exchange Act of 1934 with the SEC, which incorporates by reference certain information contained in the preliminary GLG Proxy Statement which was filed with the SEC by GLG on the same day. The Schedule 13E-3 and the preliminary GLG 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.
A copy of this announcement will be available on Man's website at (www.mangroupplc.com) by no later than 12 noon (London time) on 9 August 2010.