As filed with the U.S. Securities and Exchange Commission on October 31, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Marex Group plc
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
| England and Wales | 6200 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
155 Bishopsgate
London EC2M 3TQ
United Kingdom
+44 2076 556000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Marex Capital Markets Inc.
140 East 45th Street, 10th Floor
New York, New York 10017
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anna T. Pinedo
Ryan Castillo
Mayer Brown LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 506-2275
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-282656)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
This registration statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the “Registration Statement”) is being filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of up to $600,000,000 in aggregate principal amount of Senior Notes due Nine Months or More from Date of Issue (the “notes”), of Marex Group plc (the “Registrant”) contemplated by the Registration Statement on Form F-1 (File No. 333-282656), initially filed with the Commission by the Registrant on October 15, 2024 (as amended by Amendment No. 1 thereto filed on October 22, 2024, the “Initial Registration Statement”), and is being filed for the sole purpose of registering an additional $100,000,000 in aggregate principal amount of the notes. The additional notes that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed as exhibit 107 to the Initial Registration Statement. The contents of the Initial Registration Statement, which was declared effective by the Commission on October 28, 2024, including the exhibits thereto, are incorporated by reference into this Registration Statement.
EXHIBIT INDEX
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, the United Kingdom on October 31, 2024.
| Marex Group plc | ||
| By: | /s/ Ian Lowitt | |
| Name: | Ian Lowitt | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on October 31, 2024 in the capacities indicated:
| Name |
Title | |
| /s/ Ian Lowitt Ian Lowitt |
Chief Executive Officer and Director (principal executive officer) | |
| /s/ Robert Irvin Robert Irvin |
Chief Financial Officer and Director (principal financial officer and principal accounting officer) | |
| * Robert Pickering |
Chair of the Board of Directors | |
| * Madelyn Antoncic |
Director | |
| * Konstantin Graf von Schweinitz |
Director | |
| * Sarah Ing |
Director | |
| * Linda Myers |
Director | |
| * Roger Nagioff |
Director | |
| * John W. Pietrowicz |
Director | |
| * Henry Richards |
Director | |
| *By: | /s/ Robert Irvin | |
| Robert Irvin | ||
| Attorney-in-fact | ||
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Marex Group plc has signed this registration statement on October 31, 2024.
| Marex Capital Markets, Inc. | ||
| By: | /s/ Michael Conti | |
| Name: | Michael Conti | |
| Title: | Head of Legal - North America | |