31st Aug 2006 09:18
Henderson Group plc31 August 2006 Extraordinary General Meeting 31 August 2006 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 31 August 2006 Today you are being asked to vote on one proposal. In simple terms, the Boardproposes to return approximately £200 million of surplus cash to shareholders(1)by the end of October 2006, by way of a capital reduction. The £200 million isnot required by the Group for the operation of its business. In making itsassessment of the level of surplus cash, the Board believes it has made prudentallowance for potential risks facing the business. These include warranties andindemnities given by the Group on past disposals, as well as other businesscontingencies. The Board believes this return of cash will enhance balance sheetefficiency and value to shareholders. The return of cash is subject to approval both by shareholders and by a UKCourt. As it is a special resolution, it requires that 75% of votes cast are infavour. The method we have chosen to return surplus cash is the same as the oneused for the return of cash in May 2005, following the sale of the Life Servicesbusiness. The Board would like to return cash in the most cost efficient and taxefficient way to shareholders and considered a number of options. On balance,the Board feels that for this return of cash, a capital reduction is the bestoption. We hope to ensure that holders of shares and CDIs are treated equallyand that as far as possible, all holders receive cash by way of a return ofcapital. All shareholders will have 22% of their shareholding cancelled on the RecordDate, expected to be 13 October 2006, and will in return receive a cash paymentof 78 pence per share cancelled. The A$ and NZ$ equivalents will be confirmed onthe Record Date. The cancellation ratio and price are designed to ensure that atotal of approximately £200 million is returned to shareholders. To help you understand how this proposal may affect you, a calculator forshareholders has been provided on the Henderson Group website,www.henderson.com. The expected timetable outlining the effective dates for eachstep of this return of cash is provided in detail on page three of the Circularand is also available on the website, and I ask all shareholders to notecarefully the specific timing of each step. I would like to remind you that onlyshareholders who are on the register at the Record Date will take part in thisproposed return of cash. If any of the timings should change, we will announcethe revised details through the London and Australian stock exchanges and makethe updates available on the Group website. Taking into account the capital returned in 2005 as part of the sale of LifeServices and this proposed Return of Cash, the Group will have returned over £1billion to shareholders since listing in December 2003. As for future capital planning, we continue to prepare for the new EUregulations that are being introduced on 1 January 2007 under the CapitalRequirements Directive. Although not all aspects of the rules have beenfinalised yet, we are not expecting an increase in our overall regulatorycapital requirement. The Group also hopes to be in a position to start someprudent borrowing during 2007. As a result, we believe a further capital returnof between £150 million and £200 million could be achievable next year and wewill keep you informed of our progress on this subject. (1)The term shareholder refers to holders of Henderson Group plc equityregardless of whether the equity is traded in London in the form of ordinaryshares or in Australia in the form of CHESS Depositary Interests. Henderson Group plc4 BroadgateLondon EC2M 2DARegistered in EnglandNo. 2072534ABN 30 106 988 836 For further informationwww.henderson.com orInvestor enquiriesMav WynnHenderson Group Head of Investor Relations+44 (0) 20 7818 [email protected] Media enquiries United KingdonFinsburyAndrew Mitchell+44 (0) 20 7251 3801 AustraliaCanningsGloria Barton+61 2 9252 0622 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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