29 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
MAN GROUP PLC (THE “COMPANY”) ANNOUNCES AN INVITATION to the holders of its U.S.$400,000,000 Floating Rate Step-Up Subordinated Notes due 2015 (ISIN: XS0230141813) (the “Existing Notes”) to offer to exchange any and all of such Existing Notes for U.S. dollar denominated 5.00 per cent. Subordinated Notes due 2017 (the “New Notes”) to be issued by the Company under its US$3,000,000,000 Euro Medium Term Note Programme (the “Programme”)
The Company has today launched an invitation to all holders of the Existing Notes (subject to the offer restrictions set out in the Exchange Offer Memorandum (as defined below)) to offer to exchange any and all of their Existing Notes (the “Exchange Offer”) for New Notes, all as more fully described herein and in the Exchange Offer Memorandum.
The purpose of the Exchange Offer is to pro-actively manage the capital base of the Company in a way which takes in to account the cost of capital, regulatory capital requirements and prevailing market conditions.
Any future decisions by the Company as to whether it will exercise calls in respect of the Existing Notes that are not exchanged pursuant to the Exchange Offer will be taken with regard to the economic impact of exercising such calls, regulatory capital requirements and prevailing market conditions.
The Exchange Offer is being made upon the terms and subject to the conditions contained in the exchange offer memorandum dated 29 July 2010 (the “Exchange Offer Memorandum”), copies of which may be obtained free of charge from Lucid Issuer Services Limited (the “Exchange Agent”) and the Dealer Managers. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Exchange Offer Memorandum.
The amount of the New Notes delivered in exchange for each U.S.$1,000 in outstanding principal amount of the Existing Notes tendered and accepted for exchange will be determined based on the exchange ratio set out in the table below (the “Exchange Ratio”). An amount equal to accrued and unpaid interest on the Existing Notes up to (but excluding) the Settlement Date will be paid in cash on the Settlement Date, all as more fully described in the Exchange Offer Memorandum.