30th Sep 2008 15:14
RESULTS OF COURT AND GENERAL MEETING HELD ON 30 SEPTEMBER 2008
30 September 2008
Henderson Group ("Old Henderson Group") reports that the resolutions contained in the Notice of Court Meeting and Notice of General Meeting (dated 4 September 2008 and lodged with the ASX, the LSE and the UKLA Document Viewing Facility on 5 September 2008) were each passed by the requisite majority of shareholders.
The Court Meeting resolution was decided on a poll. At the General Meeting, resolution 1 was decided on a poll. Resolutions 2 to 9 were decided on a show of hands at the meeting.
No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Court Meeting and the Notice of General Meeting. Capitalised terms used below have the same meaning as in the Notice of Court Meeting and Notice of General Meeting.
Court Meeting
At the Court-ordered meeting of Ordinary Shareholders held today the resolution was passed, by:
a majority in number of Ordinary Shareholders present and voting (either in person or by proxy); and
not less than 75% of the votes cast on the resolution.
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For |
Against |
Proxy's discretion |
Total¹ |
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Total number of proxies appointed by Ordinary Shareholders2 |
1,532 |
163 |
- |
1,6981 |
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Total number of proxy votes exercisable by all proxies validly appointed: |
397,926,338 |
363,837 |
1,046,348 |
399,336,523 |
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Total number of Ordinary Shareholders who voted on the poll² |
1,535 |
163 |
n/a |
1,698 |
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Total number of votes cast on the poll: |
398,880,744 |
362,045 |
n/a |
399,242,789 |
¹ The votes "For" and "Against" do not add up to the "Total" as 3 Shareholders have cast votes both "For" and "Against" and have therefore been excluded from both the "For" and "Against" for the numbers test.
² This does not include CDI holders as CDN counts as one Ordinary Shareholder for the numbers test.
General Meeting
Resolution 1: To give effect to the Scheme of Arrangement and related actions
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
397,881,039 |
467,984 |
1,214,188 |
1,469,516 |
399,818,539 |
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Total number of votes cast on the poll: |
399,299,321 |
306,037 |
1,174,672 |
n/a |
399,605,358 |
Resolution 2: To authorise the Directors to allot one A Ordinary Share
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
397,454,781 |
522,206 |
1,468,558 |
1,562,132 |
399,539,119 |
Resolution 3: To approve the New Henderson Group Deferred Equity Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
395,062,361 |
1,973,984 |
2,367,194 |
1,589,517 |
398,625,862 |
Resolution 4: To approve the New Henderson Group Restricted Share Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
392,149,635 |
1,998,189 |
5,248,695 |
1,596,081 |
395,743,905 |
Resolution 5: To approve the New Henderson Group Long Term Incentive Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
394,206,562 |
4,634,533 |
556,754 |
1,604,162 |
400,445,257 |
Resolution 6: To approve the New Henderson Group Company Share Option Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
395,428,041 |
1,626,747 |
2,352,969 |
1,594,690 |
398,649,478 |
Resolution 7: To approve the New Henderson Group Buy as You Earn Share Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
398,270,066 |
625,970 |
513,457 |
1,599,763 |
400,495,799 |
Resolution 8: To approve the New Henderson Group Sharesave Plan
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
398,268,141 |
626,078 |
513,414 |
1,600,539 |
400,494,758 |
Resolution 9: To approve the New Henderson Group Sharesave Plan USA
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For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
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Total number of proxy votes exercisable by all proxies validly appointed: |
397,963,909 |
702,311 |
720,039 |
1,605,419 |
400,271,639 |
* A 'vote withheld' is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.
Defined terms in this announcement have the same meaning as in the Scheme Circular and the Prospectus.
Timetable
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Court Hearing to sanction the Scheme
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22 October 2008
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Court Hearing to confirm the Reduction of Capital
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24 October 2008
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Last day for processing requests by CDI holders to convert their CDIs over Old Henderson Group Shares into Old Henderson Group Ordinary Shares and requests by Shareholders to convert their Old Henderson Group Ordinary Shares into Old Henderson Group CDIs
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24 October 2008
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Last day of dealings in Old Henderson Group CDIs on the ASX
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24 October 2008
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Admission of New Henderson Group to official list of the ASX
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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)
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27 October 2008
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Last day of dealings in Old Henderson Group Ordinary Shares
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31 October 2008
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Scheme Effective Date and Scheme Record Date and Time
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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)
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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
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3 November 2008
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CREST accounts credited with resulting New Henderson Group Ordinary Shares
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3 November 2008
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Despatch of certificates for New Henderson Group Ordinary Shares and holding statements for New Henderson Group CDIs
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7 November 2008
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Commencement of normal settlement trading in New Henderson Group CDIs on the ASX
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10 November 2008
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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 included in the S&P/ASX200.
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.
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
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+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
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Australia: Cannings
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Lydia Pretzlik/Rebecca Mitchell
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Pip Green/Luis Garcia
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+44 (0)20 7379 5151
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+61 (0)2 9252 0622
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Related Shares:
HGG.L