6th Apr 2009 12:35
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
RECOMMENDED CASH OFFER BY HENDERSON GROUP PLC FOR NEW STAR ASSET MANAGEMENT GROUP PLC
Offer wholly unconditional in all respects
06 April 2009
Following the announcement of 30 January 2009 detailing the terms of the proposed acquisition of New Star Asset Management Group PLC ("New Star") (the "Proposed Acquisition"), Henderson Group plc ("Henderson Group") is pleased to announce that its recommended cash offer for New Star (the "Offer") has today been declared wholly unconditional.
Level of acceptances and ownership
As at 11.00am on 6 April 2009, Henderson Group had received valid acceptances of the Offer in respect of, in aggregate, 918,383,837 New Star Ordinary Shares, representing approximately 85 per cent. of New Star's existing issued ordinary share capital including in respect of all of the New Star Ordinary Shares held by the Banks, pursuant to an irrevocable undertaking given to Henderson Group on 30 January 2009.
Procedure for acceptance
The Offer will remain open for acceptance until further notice. New Star Ordinary Shareholders who have not yet accepted the Offer are urged to do so as soon as possible. The procedure for acceptance is set out in the Offer Document. In respect of New Star Ordinary Shares held in certificated form, Forms of Acceptance should be completed and returned in accordance with the instructions set out in the Offer Document and on the Form of Acceptance.
If New Star Ordinary Shares are held in CREST, acceptance should be made electronically so that the TTE instruction settles as soon as possible.
Compulsory Acquisition
Pursuant to the articles of association which have been adopted by New Star as part of the New Star Restructuring, the Banks have the right to require existing New Star Ordinary Shareholders to sell their New Star Ordinary Shares to Henderson Group, on the terms of the Offer. As part of the terms of the Proposed Acquisition, the Banks have agreed with Henderson Group that they will exercise this right. Accordingly, if New Star Shareholders do not accept the Offer by 7 April 2009, their New Star Ordinary Shares will be compulsorily acquired and they will receive the same amount of consideration as if they had accepted the Offer.
Settlement of consideration
Settlement of consideration due under the Offer in respect of acceptances which have been received and are valid and complete in all respects, or due as a result of the compulsory acquisition procedure described above (including the despatch of cheques by first class post in the case of certificated holders), will take place on or before 16 April 2009.
This announcement should be read in conjunction with the Offer Document. Terms used in this announcement shall have the meanings given to them in the Offer Document.
Henderson Group plc
47 Esplanade
St Helier
Jersey
JE1 0BD
Registered in Jersey
No. 101484
ARBN 133 992 766
Enquiries
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Henderson Group plc |
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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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J.P. Morgan Cazenove
Tim Wise 44 (0) 20 7588 2828
Shona Graham
Edward Squire
This announcement has been issued by, and is the sole responsibility of, Henderson. J.P. Morgan Cazenove is acting exclusively for Henderson Group and no one else in connection with the Proposed Acquisition or Offer and will not be responsible to anyone other than Henderson Group for providing the protections afforded to clients of J.P. Morgan Cazenove, respectively, nor for providing any advice in relation to the Proposed Acquisition or Offer or any other matters referred to in this press announcement.
This announcement and the information contained herein are not for publication or for release, or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement is for information purposes only and does not constitute an offer or an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Related Shares:
HGG.L