9th Oct 2007 09:03
Henderson Group plc09 October 2007 Extraordinary General Meeting 9 October 2007 Henderson Group plc today holds an Extraordinary General Meeting.The script for the opening address by the Chairman is attached. * * * Address by Rupert Pennant-Rea, Chairman, to the Henderson Group Extraordinary General Meeting 9 October 2007 Today you are being asked to vote on three resolutions. The first deals with ashare consolidation which is being undertaken in connection with a return ofcash to shareholders by means of a Special Dividend. The other two areconditional on the first one being approved. They are to update authoritiesgranted at the 2007 Annual General Meeting (AGM) for the Company to purchase itsown shares. The Board has approved a Special Dividend equal to 27.6 pence per share orapproximately £250 million in total. Payment of this Special Dividend isconditional on Shareholder approval of the Share Consolidation. The purpose ofthe Share Consolidation is to maintain the comparability of the share price andearnings per share before and after the payment of the Special Dividend.Although recent increases to the share price mean that it is at a higher levelthan it was when the consolidation ratio was set. As such, we currently expectthe Share Consolidation to result in a small increase to the share price. Themechanics are simply that every 5 existing shares of 10 pence each that you holdon Record Date will be replaced by 4 new shares of 12.5 pence each. Similarly,CDI holders will have every 5 existing CDIs replaced by 4 new CDIs. Where yourholding is not exactly divisible by 5 you will receive cash net of expenses forany fractional amount of a New Ordinary Share or new CDI. In the UK, when the amount of cash returned exceeds 10 per cent of the value ofthe company, it is common practice to combine a special dividend with a shareconsolidation. Each Shareholder will retain the same percentage ownership of theissued share capital of Henderson Group that he or she had before the ShareConsolidation. And I should add that even after paying the Special Dividend, thebalance sheet remains strong, with good liquidity, appropriate gearing andprudent provisions. The payment of this Special Dividend will occur at the same time as the paymentof the Interim Dividend of 1.66 pence per share in respect of the results forthe six months ended 30 June 2007. The A$ and NZ$ equivalents will be confirmedon the Record Date, expected to be 19 October 2007. To help you understand how the Special Dividend and Share Consolidation mayaffect you, a calculator for shareholders has been provided on the HendersonGroup website, www.henderson.com. A detailed expected timetable is provided onpage three of the Circular and is also available on the website, and I ask allshareholders to note carefully the specific timing of each step. If any of thetimings change, we will announce the revised details through the London StockExchange and Australian Securities Exchange and make the updates available onthe Group website. Assuming shareholders approve the Share Consolidation, we also need to updatethe authorities approved by Shareholders at the AGM earlier this year, for theCompany to purchase its own shares and to enter into a Contingent PurchaseContract. The AGM resolutions included specific references to Ordinary Shares of10 pence each. After the Share Consolidation takes effect, the Company's sharecapital will be divided into Ordinary Shares of 12.5 pence each. The resolutionsbeing considered today are seeking equivalent authorities, but with reference tothe New Ordinary Shares of 12.5 pence each. Both are special resolutions andwill be passed if more than 75% of votes cast are in favour. Your Board unanimously supports each of the three resolutions and recommendsthat shareholders do likewise. * * * Notes to editors About Henderson Group plc Henderson Group plc (Henderson Group) is the holding company of the investmentmanagement group Henderson Global Investors (Henderson). Henderson Group isheadquartered in London and since December 2003 has been dual-listed on theLondon Stock Exchange and Australian Securities Exchange. Henderson Group is aconstituent of the FTSE 250 and S&P/ASX 200 indices. Established in 1934, Henderson is a leading independent global asset managementfirm. The company provides its institutional, retail and high net-worth clientswith access to skilled investment professionals representing a broad range ofasset classes, including equities, fixed income, property and private equity.Henderson is one of Europe's largest investment managers, with £61.6 billionassets under management (as at 30 June 2007) and employs around 900 peopleworldwide. About CHESS Depositary Interests In this announcement, the term "shareholders" refers to all holders of HendersonGroup plc shares, including those whose holdings are in the form of CHESSDepositary Interests on the Australian Securities Exchange. CHESS Depositary Interests, or CDIs, are a way of allowing securities of foreigncompanies to be traded on the Australian Securities Exchange. CDIs affordshareholders all the same direct economic benefits as ordinary shares, like theright to dividends and the right to participate in rights offers. Further information www.henderson.com or Investor enquiries Mav Wynn, Head of Investor Relations +44 (0) 20 7818 5135 or +44 (0) 20 7818 5310 [email protected] or [email protected] Media enquiries United Kingdom: Maitland Australia: CanningsPeter Ogden/ Lydia Pretzlik Pip Green/ Peter Brookes+44 (0)20 7379 5151 +61 (0) 2 9252 0622 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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