-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BPyTWsP/YHGvj5CTvOjycgvZy01M38pohcG8m/zxNkIFI1wI19elpP2DTdm8Il19 vymxCpeXKur67eVdAwiD0A== 0001181431-10-030180.txt : 20100528 0001181431-10-030180.hdr.sgml : 20100528 20100528160621 ACCESSION NUMBER: 0001181431-10-030180 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100526 FILED AS OF DATE: 20100528 DATE AS OF CHANGE: 20100528 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MF Global Holdings Ltd. CENTRAL INDEX KEY: 0001401106 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 980551260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 598-6200 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MF Global Ltd. DATE OF NAME CHANGE: 20070525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Man Group UK LTD CENTRAL INDEX KEY: 0001406990 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33590 FILM NUMBER: 10866858 BUSINESS ADDRESS: STREET 1: SUGAR QUAY STREET 2: LOWER THAMES ST. CITY: LONDON STATE: X0 ZIP: EC3R 6DU BUSINESS PHONE: 0207 144 1732 MAIL ADDRESS: STREET 1: SUGAR QUAY STREET 2: LOWER THAMES ST. CITY: LONDON STATE: X0 ZIP: EC3R 6DU 4 1 rrd277398.xml FORM 4 X0303 4 2010-05-26 1 0001401106 MF Global Holdings Ltd. MF 0001406990 Man Group UK LTD SUGAR QUAY, LOWER THAMES STREET LONDON X0 EC3R 6DU UNITED KINGDOM 0 0 1 0 Common Stock 2010-05-26 4 J 0 20137916 D 2114751 D Common Stock 2010-05-26 4 S 0 2114751 7.85 D 0 D Forward Sale Contract (obligation to sell) 2010-05-26 4 J 0 1 0 D Common Stock 22252667 0 D On August 13, 2009, the Reporting Person, a wholly-owned subsidiary of Man Group plc, entered into a variable forward sale agreement (the "VFS Agreement") with an unaffiliated counterparty pursuant to which the Reporting Person received an initial cash payment of approximately $112 million on August 18, 2009. In return, the VFS Agreement obligated the Reporting Person to deliver up to an aggregate of 22,252,667 shares of the Issuer's common stock (the Reporting Person's entire ownership stake in the Issuer) in four installments over the course of the agreement, with a related payment being made by the counterparty to the Reporting Person for each delivery installment. For a full description of the original terms of the VFS Agreement, see the prior Form 4 filed by the Reporting Person on August 17, 2009. (Continued in footnote 2). On May 26, 2010 (the "Early Settlement Date"), before the first installment of common stock had been delivered pursuant to the VFS Agreement, the Reporting Person early settled the VFS Agreement pursuant to the terms of an early settlement agreement entered into as of May 26, 2010 (the "Early Settlement Agreement"). In accordance with the terms of the Early Settlement Agreement, on the Early Settlement Date, the Reporting Person delivered 20,137,916 shares of the Issuer's common stock to the counterparty and received $2,788,595. The Reporting Person retained 2,114,751 shares of common stock that had been subject to potential delivery under the VFS Agreement and disposed of them in a separate concurrent transaction, which is described in footnote 4. After completion of the early settlement and the transaction described in footnote 4, the Reporting Person has a 0% beneficial ownership in the Issuer. The number of shares of common stock beneficially owned following both reported transactions is shown in the second row of Table I. On May 26, 2010, in a separate transaction, the Reporting Person sold 2,114,751 shares of common stock to an unaffiliated buyer at $7.85 per share. Exhibit 24: Power of Attorney /s/ Per B. Chilstrom, Attorney-in-Fact 2010-05-28 EX-24. 2 rrd248549_280589.htm POWER OF ATTORNEY rrd248549_280589.html
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

                       FOR SEC FILINGS ON FORMS 4 AND 144
                           IN RESPECT OF SECURITIES OF
                             MF GLOBAL HOLDINGS LTD.

Pursuant to this power of attorney (the "Power of Attorney"), the undersigned,
an authorized representative of Man Group UK Limited, hereby constitutes and
appoints each of Anthony A. Lopez III, Per B. Chilstrom and Kristyn Walker or
any one of them acting alone, as its true and lawful attorney-in-fact and agent
(each, an "attorney-in-fact"), with full power of substitution and
resubstitution for it in its name and stead in any and all capacities, to sign
and file for and on its behalf, in respect of any acquisition, disposition or
other change in ownership of any shares of common stock, par value $1.00 per
share, of MF Global Holdings Ltd. (the "Company"), the following:

        (i)     any Statement of Changes of Beneficial Ownership of Securities
                on Form 4 to be filed with the United States Securities and
                Exchange Commission (the "SEC");

        (ii)    any Notice of Proposed Sale of Securities on Form 144 to be
                filed with the SEC; and

        (iii)   any and all agreements, certificates, receipts, or other
                documents in connection therewith.

The undersigned hereby gives full power and authority to the attorney-in-fact to
seek and obtain as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release such information to
the undersigned and approves and ratifies any such release of information.

The undersigned hereby grants unto such attorney-in-fact full power and
authority to do and perform each and every act and thing requisite and necessary
in connection with such matters and hereby ratifies and confirms all that any
such attorney-in-fact or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

        (i)     neither the Company nor such attorney-in-fact assumes (i) any
                liability for the undersigned's responsibility to comply with
                the requirements of the United States Securities Act of 1933, as
                amended (the "Securities Act"), or the United States Securities
                Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any
                liability of the undersigned for any failure to comply with such
                requirements or (iii) any obligation or liability of the
                undersigned for profit disgorgement under Section 16(b) of the
                Exchange Act; and

        (ii)    this Power of Attorney does not relieve the undersigned from
                responsibility for compliance with the undersigned's obligations
                under the Securities Act or the Exchange Act, including without
                limitation the reporting requirements under Section 16 of the
                Exchange Act.

This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:  May 26, 2010                    /s/ Kevin Hayes
                                        ---------------------------------------
                                        Name: Kevin Hayes
                                        Title: Director
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