27th Oct 2008 12:08
ADMISSION OF JERSEY INCORPORATED HENDERSON GROUP PLC TO OFFICIAL LIST OF ASX
27 October 2008
Henderson Group plc, which is incorporated in Jersey ("New Henderson Group"), has been admitted to the official list of the ASX today. New Henderson Group CDIs will commence trading on the ASX on a deferred settlement basis, under ASX code HGG, today. Normal settlement trading in New Henderson Group CDIs will commence on Monday 10 November 2008.
The last day of dealings in UK incorporated Henderson Group plc ("Old Henderson Group") Ordinary Shares will be Friday 31 October 2008. After the market closes at 4.30pm Friday, 31 October 2008 (London time), the Old Henderson Group Shares will be suspended and it is expected that the Old Henderson Group Ordinary Shares will be de-listed from the Official List by the UK Listing Authority on Monday 3 November 2008.
Old Henderson Group is in compliance with ASX Listing Rule 3.1 at the time of admission of New Henderson Group to the official list of ASX.
Admission of New Henderson Group Ordinary Shares to the Official List of the UK Listing Authority and dealings in New Henderson Group Ordinary Shares are expected to commence on the LSE, under ticker code HGG, on Monday 3 November 2008 at 8.00am.
New Henderson Group is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act 2001 (Cth) which deal with the acquisition of shares in certain Australian companies (eg, substantial holdings and takeovers).
Although the Companies (Jersey) Law 1991 does not limit any person (except New Henderson Group itself) from acquiring any level of shareholding in New Henderson Group, the City Code on Takeovers and Mergers (the "City Code") will apply to New Henderson Group. Under the City Code, if an acquisition of New Henderson Group Ordinary Shares were to increase the aggregate holding of an acquirer and its concert parties to New Henderson Group Ordinary Shares carrying 30% or more of the voting rights in New Henderson Group, the acquirer and, depending upon the circumstance, its concert parties, would be required (except with the consent of the Panel on Takeover and Mergers) to make a cash offer for the outstanding New Henderson Group Ordinary Shares at a price not less than the highest price paid for the New Henderson Group Ordinary Shares by the acquirer or its concert parties during the previous 12 months. A similar obligation to make such a mandatory offer would also arise on the acquisition of New Henderson Group Ordinary Shares by a person holding (together with its concert parties) New Henderson Group Ordinary Shares carrying between 30% and 50% of the voting rights in New Henderson Group if the effect of such acquisition were to increase that person's percentage of the voting rights.
As New Henderson Group is the parent company of a group that carries on funds management business and has various subsidiaries that are incorporated in Jersey and carrying on funds management businesses that are regulated under Jersey law, the consent of the Jersey Financial Services Commission would be required where someone acquires a 10% or greater shareholding in New Henderson Group. The consent of the UK Financial Services Authority would also be required where someone proposes to acquire a 10% or greater shareholding in New Henderson Group or otherwise acquire control, as defined in the UK Financial Services and Markets Act 2000, of a UK authorised person which is a member of the New Henderson Group.
The foregoing disclosure is provided to assist in identifying obligations that may arise and are a general summary only of the position in Jersey and the UK. The disclosure is not exhaustive of all the consents that may be required.
Defined terms in this announcement have the same meaning as in the Scheme Circular and the Prospectus.
Timetable
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Admission of New Henderson Group to official list of ASX |
27 October 2008 |
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New Henderson Group CDIs commence trading on the ASX on a deferred settlement basis (under ticker code HGG) |
27 October 2008 |
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Last day of dealings in Old Henderson Group Ordinary Shares |
31 October 2008 |
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Scheme Effective Date and Scheme Record Date and Time |
5.00pm London time 31 October 2008 |
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Admission and Listing of New Henderson Group Ordinary Shares, commencement of dealings in New Henderson Group Ordinary Shares on the LSE (under ticker code HGG) |
3 November 2008 |
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Commencement of processing of requests by New Henderson Group CDI holders to convert their New Henderson Group CDIs into New Henderson Group Ordinary Shares and requests by Shareholders to convert their New Henderson Group Ordinary Shares into New Henderson Group CDIs |
3 November 2008 |
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CREST accounts credited with resulting New Henderson Group Ordinary Shares |
3 November 2008 |
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Despatch of certificates for New Henderson Group Ordinary Shares and holding statements for New Henderson Group CDIs |
7 November 2008 |
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Commencement of normal settlement trading in New Henderson Group CDIs on the ASX |
10 November 2008 |
The dates given are based on the Directors' expectations and may be subject to change.
The times and dates above are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If any of the above times or dates should change, the revised times and/or dates will be notified to Henderson Group Shareholders through the LSE and ASX and will be available from www.henderson.com.
Notes to editors
About Henderson Group plc
Henderson Group plc (Henderson Group or Group) is the holding company of the investment management group Henderson Global Investors (Henderson). Henderson Group is headquartered in London and since December 2003 has been dual-listed on the London Stock Exchange and Australian Securities Exchange. Henderson Group is a constituent of the FTSE 250 and S&P/ASX 200 indices.
Established in 1934, Henderson is a leading independent global asset management business. Henderson provides its institutional, retail and high net-worth clients with access to skilled investment professionals representing a broad range of asset classes, including equities, fixed income, property and private equity. Henderson is one of Europe's largest investment managers, with £52.6 billion of AUM (as at 30 June 2008) and employs around 970 people worldwide.
About CHESS Depositary Interests
In this announcement, the term "shareholders" refers to all holders of Henderson
Group plc shares, including those whose holdings are in the form of CHESS Depositary Interests on the ASX.
CHESS Depositary Interests, or CDIs, are a way of allowing securities of foreign companies to be traded on the ASX. CDIs afford shareholders all the same direct economic benefits as ordinary shares, like the right to dividends and the right to participate in rights offers.
About the Scheme of Arrangement
On 28 August 2008, Henderson Group plc ("Old Henderson Group") announced proposals relating to a change in the corporate structure and organisation of Henderson Group, including its intention to create a new holding company for Henderson Group ("New Henderson Group") which will be incorporated in Jersey. As its business becomes increasingly global, Old Henderson Group has concluded that it and its shareholders would be better served by having an international holding company and a group structure that is designed to help protect Henderson Group's taxation position, and better facilitate its financial management. Notwithstanding recent suggestions concerning possible changes to UK tax laws, the Directors believe that the most appropriate structure is for the new parent company of Henderson Group to be tax-resident in the Republic of Ireland.
Implementation of the proposals referred to above will include putting in place a new holding company of Henderson Group by means of a scheme of arrangement under sections 895 to 899 of the UK Companies Act ("the Scheme") which will facilitate further restructuring of Henderson Group intended to enable Henderson Group to maintain an effective corporate tax rate that is lower than the current UK corporate tax rate (the "Proposals"). If the Proposals are implemented, Henderson Group aims to achieve an effective corporate tax rate of approximately 20% per annum from 2009.
The implementation of the Proposals will not result in any changes in the day-to-day conduct of the business of Henderson Group, its strategy or dividend policy.
New Henderson Group will have the same Board and management team as Old Henderson Group on the date the Scheme becomes effective and there will be no substantive changes to corporate governance and investor protection measures. New Henderson Group will have listing arrangements which are substantially the same as those of Old Henderson Group and will be dual-listed on the LSE and the ASX and, upon listing, its Ordinary Shares will be included in the FTSE's UK Series and its CDIs will be traded on the ASX and New Henderson Group will be included in the S&P/ASX 200.
Implementation of the Scheme in full will result in Old Henderson Group Shareholders exchanging their shares in Old Henderson Group for shares in New Henderson Group which will be the owner of Henderson Group's business. Old Henderson Group will change its name to HGI Group Limited and the new holding company will be called Henderson Group plc.
The Scheme was approved by Old Henderson Group Shareholders at the Court Meeting and the General Meeting of Old Henderson Group Shareholders held on 30 September 2008.
In addition, Old Henderson Group Shareholders were asked to approve, and have approved, the adoption by New Henderson Group of the New Henderson Group Share Plans.
For information on the Scheme, go to http://go.henderson.com/nhg.
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Further information www.henderson.com or |
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Investor enquiries |
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Mav Wynn, Head of Investor Relations |
+44 (0) 20 7818 5135 or |
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+44 (0) 20 7818 5310 |
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Media enquiries |
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United Kingdom: Maitland |
Australia: Cannings |
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Lydia Pretzlik/Rebecca Mitchell |
Pip Green/Luis Garcia |
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+44 (0)20 7379 5151 |
+61 (0)2 9252 0622 |
Related Shares:
HGG.L