EX-99.5 6 y84616aexv99w5.htm EX-99.5 exv99w5
Exhibit 5
GLG PARTNERS, INC.
399 PARK AVENUE, 38
TH FLOOR
NEW YORK, NEW YORK 10022

Main: (212) 224 7200 Fax (212) 224 7210
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.
(GRAPHIC)

 


 

         
  Yours sincerely,
 
 
  /s/ Noam Gottesman    
  Noam Gottesman   
     
 
         
     
  /s/ Emmanuel Roman    
  Emmanuel Roman   
     
 
     
  /s/ Pierre Lagrange    
  Pierre Lagrange   
     
 
     
  /s/ Leslie J. Schreyer    
  Leslie J. Schreyer, in his capacity as   
  trustee of the Gottesman GLG Trust   
 
     
  /s/ Jeffrey A. Robins    
  Jeffrey A. Robins, in his capacity as   
  trustee of the Roman GLG Trust   
 
         
  JACKSON HOLDING SERVICES INC.
 
 
  By:   /s/ Jeffrey A. Robins    
    Name:   Jeffrey A. Robins   
    Title:   Director   
[Drag-Along Notice]

 


 

         
         
  G&S TRUSTEES LIMITED, IN ITS
CAPACITY AS TRUSTEE OF THE
LAGRANGE GLG TRUST
 
 
  By:   /s/ Nigel Bentley    
    Name:   Nigel Bentley   
    Title:   Director   
 
         
  POINT PLEASANT VENTURES LTD.
 
 
  By:   /s/ Nigel Bentley    
    Name:   Nigel Bentley   
    Title:   Director   
 
[Drag-Along Notice]