30th Jan 2009 15:06
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.
30 January 2009
Result of placing (the "Placing") of new ordinary shares (and CDIs) of Henderson Group plc ("Henderson Group")
Henderson Group is pleased to announce that, further to the announcement on 30 January 2009 by Henderson Group of a proposed Placing (the "Placing Announcement"), 72,324,352 new Henderson Group ordinary shares (the "Placing Shares") have been successfully placed by JPMorgan Cazenove Limited ("JPMorgan Cazenove") and UBS Investment Bank ("UBS") to institutional and other investors. 17,426,000 of the Placing Shares will be issued to CHESS Depositary Nominees Pty Limited which will in turn issue 17,426,000 CHESS Depositary Interests ("CDIs") representing Placing Shares.
Following the accelerated bookbuilding process, the placing price has been set at 65 pence per share (or A$1.460875 per CDI, with each CDI representing one Placing Share). The Placing will accordingly raise gross proceeds of approximately £47 million.
Henderson Group intends to use the net proceeds of the Placing, together with existing internal cash resources, to finance the cash consideration payable under the terms of the proposed acquisition of New Star Asset Management Group PLC ("New Star") (the "Acquisition"), as described in further detail in the Placing Announcement. The Placing is not conditional on the completion of the Acquisition. If the Acquisition does not complete, Henderson Group will retain the proceeds for general corporate purposes.
The Placing Shares represent approximately 9.99% of Henderson Group's issued share capital prior to the Placing. The order book for the Placing has been closed and the offer will not be extended.
Application has been made for the Placing Shares to be admitted to the Official List maintained by the UK Listing Authority and to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that admission of the Placing Shares to the Official List will become effective and dealings will commence at 8.00 am on 5 February 2009 (London time). The Placing Shares will, when issued, rank pari passu in all respects with the existing ordinary shares of 12.5p each in the capital of Henderson Group, including in relation to the recommended final dividend of 4.25 pence per share to be paid in respect of the year ended 31 December 2008.
Henderson Group plc
47 Esplanade
St Helier
Jersey JE1 0BD
Registered in Jersey
No. 101484
ARBN 133 992 766
Application for quotation on the financial market operated by ASX Limited ("ASX") will also be made for the CDIs representing a beneficial interest in the Placing Shares. It is expected that the CDIs will be admitted to quotation, and commence trading on the ASX on 6 February 2009 (Sydney time).
Enquiries
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Henderson Group plc
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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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mav.wynn@henderson.com or
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investor.relations@henderson.com
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JPMorgan Cazenove
Tim Wise 44 (0) 20 7588 2828
Shona Graham
Edward Squire
UBS Investment Bank
Ian Gladman 44 (0)20 7567 8000
Tom Johnson
Craig Calvert
This announcement has been issued by, and is the sole responsibility of, Henderson Group. JPMorgan Cazenove and UBS are acting exclusively for Henderson Group and no one else in connection with the Placing and will not be responsible to anyone other than Henderson Group for providing the protections afforded to clients of JPMorgan Cazenove or UBS, respectively, nor for providing any advice in relation to the Placing or any other matters referred to in this press announcement.
This announcement is not for distribution, directly or indirectly, in or into the United States. This document is not an offer of securities for sale into the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state of the United States and may not be offered or sold within the United States unless they are registered with the US Securities and Exchange Commission or an exemption from registration is available. No public offering of the Placing Shares will be made in the United States.
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.
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of New Star, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of New Star, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of New Star by Henderson Group, or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this Dealing disclosure requirements section are defined in the Takeover Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Takeover Panel.
Related Shares:
HGG.L