Scheme of arrangement relating to the proposal by Man Group plc (incorporated in England and Wales under registered number 08172396) (“Man”) to implement a corporate reorganisation pursuant to which it is proposed that a new ultimate holding company, Man Group plc (incorporated in Jersey with registered number 127570) (“New Man”) will be introduced for the group (being Man and its subsidiaries and subsidiary undertakings, and, following the Scheme becoming effective, New Man and its subsidiaries and subsidiary undertakings, together referred to as the “Group”) (the “Scheme”).
ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH MAN OR NEW MAN REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY MAN AND/OR NEW MAN RELATING TO THE SCHEME IN COMPLIANCE WITH THE UKLA’S LISTING RULES AND PROSPECTUS RULES. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. OTHER THAN AS SET OUT IN THE RELEVANT INFORMATION, IT IS PROVIDED FOR INFORMATION PURPOSES ONLY.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Man reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Man.
To allow you to view information about the Scheme, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Scheme.
The Information contained in this Microsite is not intended to, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Scheme or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful. Any decision made in relation to the Scheme should be made solely and only on the basis of the information provided in the scheme circular issued by Man in connection with the Scheme and the prospectus issued by New Man in relation to the admission of the New Man ordinary shares.
Overseas jurisdictions
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE, IN WHOLE OR IN PART, THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the UKLA’s Listing Rules and the Prospectus Rules, and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Additional U.S. information
The Scheme is to be implemented through a scheme of arrangement in accordance with English company law and is subject to UK procedural and disclosure requirements that are different from those of the United States (“U.S.”). The New Man ordinary shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof and also will not be subject to the proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Scheme, since both Man and New Man are located in countries other than the U.S., and some or all of their officers and directors may be residents of countries other than the U.S. U.S. holders of shares may not be able to sue Man or New Man or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Man or New Man and their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
Holders of shares in Man should be aware that the Scheme and the ownership of New Man ordinary shares may have tax consequences in the United States. Holders of shares in Man are advised to consult their own tax advisors to determine the particular tax consequences to them of the Scheme.
Forward-Looking Statements
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of the Man and its subsidiaries and subsidiary undertakings and New Man and its subsidiaries and subsidiary undertakings following the implementation of the Scheme (together, the “Man Subsidiaries”).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Man, New Man and the Man Subsidiaries to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of the Man, New Man and the Man Subsidiaries and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; and (h) changes in general economic, business and political conditions, including changes in the financial markets.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of the Man, New Man or the Man Subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Man or New Man as appropriate.
Responsibility
In relation to any Scheme-related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by Man and/or New Man speak only at the specified date of the relevant document and neither Man nor New Man has, nor accepts, any responsibility or duty to update or revise such documents.
In relation to any such announcements or other Scheme-related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by Man and New Man and their directors is for the correctness and fairness of its reproduction.
Neither the directors of Man or New Man, nor Man or New Man themselves, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Other
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking on "I ACCEPT" below, you are making the following confirmations:
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
- I represent and warrant to Man and New Man that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on "I DECLINE" below.
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