To: Stockholder Parties to Voting Agreement dated June 22, 2007, as amended
Exhibit 5
GLG PARTNERS, INC.
000 XXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
Main: (000) 000 0000 Fax (000) 000 0000
000 XXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
Main: (000) 000 0000 Fax (000) 000 0000
May 16, 2010
To: Stockholder Parties to Voting Agreement dated June 22, 2007, as amended
Re: | Drag-Along Notice in Accordance with Section 4.4 of the Voting Agreement |
Dear Stockholder:
Reference is made to the Voting Agreement, dated June 22, 2007, as amended (the “Voting
Agreement”), between you and the other Stockholder Parties (as defined in the Voting Agreement).
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such
term in the Voting Agreement.
The undersigned, representing a majority of the Voting Stock held by all the Stockholder
Parties, constitute a Voting Block under the Voting Agreement and have elected to enter into a
Share Exchange Agreement (the “Share Exchange Agreement”) with Man Group plc (“Man”) and certain
other stockholders of the Company party thereto pursuant to which the Voting Block (the “Selling
Stockholders”) will exchange their shares of Common Stock for ordinary shares of Man at an exchange
ratio of 1.0856 ordinary shares per share of Common Stock, subject to a cap and a collar. The
consummation of the transactions contemplated by the Share Exchange Agreement is conditioned, among
other things, on the satisfaction or waiver of the conditions to closing set forth in the Agreement
and Plan of Merger to be entered into by and among GLG Partners, Inc. (the “Company”), Man and
Escalator Sub 1 Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into the
Company, with the Company as the surviving corporation (the “Merger”).
Concurrently with the execution and delivery of the Share Exchange Agreement, the Selling
Stockholders will also enter into the Voting and Support Agreement (the “Voting and Support
Agreement”) with Man and Merger Sub pursuant to which the Selling Stockholders will agree to vote
their voting securities of the Company in favor of the Merger and the other transactions
contemplated by the Merger Agreement.
Pursuant to Section 4.4 of the Voting Agreement, the Voting Block is hereby providing you with
written notice that, in accordance with Section 4.1 of the Voting Agreement, the Voting Block is
exercising its right to require you to sell all of your Voting Stock in a Drag Transaction. In
accordance with the Voting Agreement, you are hereby instructed to execute and deliver the Share
Exchange Agreement and the Voting and Support Agreement.
This letter may be executed in counterparts, with each such counterpart, when taken together,
constituting one and the same original.
Yours sincerely, |
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/s/ Xxxx Xxxxxxxxx | ||||
Xxxx Xxxxxxxxx | ||||
/s/ Xxxxxxxx Xxxxx | ||||
Xxxxxxxx Xxxxx | ||||
/s/ Xxxxxx Xxxxxxxx | ||||
Xxxxxx Xxxxxxxx | ||||
/s/ Xxxxxx X. Xxxxxxxx | ||||
Xxxxxx X. Xxxxxxxx, in his capacity as | ||||
trustee of the Xxxxxxxxx GLG Trust | ||||
/s/ Xxxxxxx X. Xxxxxx | ||||
Xxxxxxx X. Xxxxxx, in his capacity as | ||||
trustee of the Roman GLG Trust | ||||
XXXXXXX HOLDING SERVICES INC. |
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By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Director |
[Drag-Along Notice]
G&S TRUSTEES LIMITED, IN ITS CAPACITY AS TRUSTEE OF THE LAGRANGE GLG TRUST |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
POINT PLEASANT VENTURES LTD. |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
[Drag-Along Notice]