E D & F Man Holdings

27 Mar 2000

E D & F MAN DEMERGES AGRICULTURAL PRODUCTS ARM FOR £569 MILLION

E D & F MAN DEMERGES AGRICULTURAL PRODUCTS ARM FOR £569 MILLION

Leading international law firm Simmons & Simmons acted on the £569 million demerger of E D & F Man Group plc's Agricultural Products Business to a management buyout group, which completed on Friday 24 March, 2000. Simmons & Simmons advised management and the buyout vehicle (E D & F Man Holdings Limited) on the deal.

This was a complex transaction combining a demerger and a management buyout of a business which operates in over 70 countries worldwide through more than 200 subsidiaries. The buyout vehicle was demerged to the management team in exchange for approximately 14.6 million Shares in E D & F Man Group plc worth approximately US$96 million and assumption of approximately US$800 million of debt.

E D & F Man has over the last twenty years diversified its activities away from agricultural products and has built a financial services business which has grown rapidly, particularly during the past five years. The Agricultural Products Business is one of the world's leading traders and brokers of sugar, with investments in refining capabilities, logistics and shipping. It is also involved in the physical sourcing and distribution of molasses. The ingredients business includes coffee, spices and one of the world's largest traders of cocoa beans.

The Simmons & Simmons team was led by partner Sarah Bowles (Corporate), partner Chris Wilkinson (Corporate) and partner Edward Troup (Tax). The team included Giles Dennison, Mark Shepherd and Darren Oswick ( Corporate), Lisa Cristie (Tax), Jenny Block, Morven Hadden and Jonathan Blackburn (Merger Control), Philip Bartlett and Kirsty McLean (Employment), partner Michael Wyman (Pensions) and partner Tim Barnard (Property).

Sarah Bowles commented that:

"The transaction was documented and signed up in a period of less than two months. Given that this included sending a circular to over 200 investing managers and agreeing the terms of a demerger of a business conducted in over 70 jurisdictions, this was a major achievement."

Edward Troup said:

"Achieving a tax efficient structure in the context of a buyout involving businesses and shareholders round the world posed some interesting challenges."

Man Group were advised by Shearman & Sterling. Clifford Chance advised on the debt financing.

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Notes for editors:

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