5th Sep 2008 08:57
SCHEME OF ARRANGEMENT
5 September 2008
Henderson Group plc announces today that the Prospectus and Scheme Circular relating to Henderson Group's ("Old Henderson Group") announcement on 28 August 2008 regarding the proposed scheme of arrangement, are now available on its website http://go.henderson.com/nhg. These documents have also been submitted to the UK Listing Authority and are available for inspection at the Document Viewing Facility, which is situated at the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS. In addition, these documents have been submitted to the London Stock Exchange and the Australian Securities Exchange.
http://www.rns-pdf.londonstockexchange.com/rns/8170C_-2008-9-5.pdf
http://www.rns-pdf.londonstockexchange.com/rns/8170C_1-2008-9-5.pdf
The Scheme Circular contains the formal notice of meeting for the Court Meeting and the General Meeting and includes information to assist shareholders in understanding the Proposals.
Court and General Meeting
The Court Meeting will be held at 9.00am on 30 September 2008 in London. The General Meeting will commence at 9.30am, or as soon thereafter as the Court Meeting concludes or is adjourned. Each meeting will be simultaneously broadcast to a venue in Sydney where shareholders can attend and vote in person. Shareholders will be able to listen to the Meetings via audiocast on http://go.henderson.com/nhg.
Board recommendation
Henderson Group Chairman, Rupert Pennant-Rea, said: "The Board firmly believes that these Proposals are in the best interests of Old Henderson Group and its shareholders. Directors unanimously recommend the Proposals to shareholders and will be voting in favour of all the resolutions."
Defined terms in this announcement have the same meaning as in the Scheme Circular and the Prospectus.
Henderson Group plc
4 Broadgate
London EC2M 2DA
Registered in England
No. 2072534
ABN 30 106 988 836
Timetable
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Latest time for receipt of CDI Voting Instruction Forms via post and voting instructions via internet (for CDI holders) for the Court Meeting and the General Meeting (if directing CDN how to vote on your behalf) |
6.00pm (Sydney time) 26 September 2008 |
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Latest time for receipt of CDI Voting Instruction Forms via post and voting instructions via internet (for CDI holders) for the Court Meeting (if directing CDN to appoint you or someone else as its proxy) |
6.00pm (Sydney time) 28 September 2008 |
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Latest time for receipt of CDI Voting Instruction Forms via post and voting instructions via internet (for CDI holders) for the General Meeting (if directing CDN to appoint you or someone else as its proxy) |
6.30pm (Sydney time) 28 September 2008 |
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Latest time for receipt of Proxy Forms via post and submission of proxy instructions via CREST/internet (for holders of Ordinary Shares) for the Court Meeting Latest time for receipt of Proxy Forms via post and submission of proxy instructions via CREST/internet (for holders of Ordinary Shares) for the General Meeting |
9.00am (London time) 28 September 2008 9.30am (London time) 28 September 2008 |
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Voting record time for the Court Meeting and the General Meeting for the holders of Old Henderson Group Ordinary Shares |
6.00pm (London time) 28 September 2008 |
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The Court Meeting |
9.00am (London time) 6.00pm (Sydney time) 30 September 2008 |
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The General Meeting |
9.30am* (London time) 6.30pm* (Sydney time) 30 September 2008 |
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Court Hearing to sanction the Scheme |
22 October 2008 |
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Court Hearing to confirm the Reduction of Capital |
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 |
24 October 2008 |
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Last day of dealings in Old Henderson Group CDIs on the ASX |
24 October 2008 |
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Admission of New Henderson Group to the official list of the ASX |
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) |
27 October 2008 |
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Last day of dealings in Old Henderson Group Ordinary Shares |
31 October 2008 |
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Scheme Effective Date and Scheme Record Date and Time |
5.00pm London time 31 October 2008 |
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Cancellation of listing of Old Henderson Group Ordinary Shares and 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) |
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 |
3 November 2008 |
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CREST accounts credited with resulting New Henderson Group Ordinary Shares |
3 November 2008 |
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Despatch of certificates for New Henderson Group Ordinary Shares and holding statements for New Henderson Group CDIs |
7 November 2008 |
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Commencement of normal settlement trading in New Henderson Group CDIs on the ASX |
10 November 2008 |
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 developments concerning possible changes to UK tax laws, including the issuance by HM Treasury of a discussion document in June 2007 on proposed changes to the 'Taxation of Foreign Profits' of companies, 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.
The Scheme will require the approval of Old Henderson Group Shareholders at the Court Meeting and the passing of resolutions at the General Meeting of Old Henderson Group Shareholders.
In addition, Old Henderson Group Shareholders will be asked to approve the adoption by New Henderson Group of the New Henderson Group Share Plans.
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
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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