4th Apr 2011 08:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
4 April 2011
RECOMMENDED ACQUISITION OF GARTMORE GROUP LIMITED BY HENDERSON GROUP PLC
Scheme of Arrangement becomes effective
Further to the announcement made on 31 March 2011, the board of Gartmore Group Limited ("Gartmore") is pleased to announce that the scheme of arrangement to effect the recommended acquisition of the entire issued share capital of Gartmore has now been implemented in accordance with its terms. Holders of Scheme Shares are entitled to receive 0.6667 of a New Henderson Group Share for each Gartmore Share at the Scheme Record Time (being 9.00 p.m. (London time) on 1 April 2011). In addition, the New Henderson Group Shares will rank for the 2010 Final Dividend of 4.65 pence per Henderson Group Share announced by Henderson Group on 23 February 2011, which is subject to shareholder approval at Henderson Group's annual general meeting currently expected to be held on 4 May 2011.
Admission of, and dealings for normal settlement in, New Henderson Group Shares on the London Stock Exchange occured at 8.00 a.m. (London time) today and quotation of the New Henderson Group CHESS Depositary Interests will take place, and dealings will commence, on the ASX on a normal settlement basis on 5 April 2011.
The Consideration due to Scheme Shareholders will be settled no later than 14 April 2011.
Cancellation of the admission to trading of Gartmore Shares on the London Stock Exchange's main market for listed securities and the cancellation of the admission of the Gartmore Shares to the Official List was effective from 8:00 a.m. (London time) today.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Circular that was published by Gartmore on 26 February 2011.
A copy of this announcement will be available on the Gartmore website (www.gartmore.com) by no later than noon (London time) on 5 April 2011.
For further information, contact:
Gartmore:
Jeffrey Meyer (Chief Executive Officer)Tel: +44 (0)20 7782 2045E-mail: [email protected] Starling (Chief Financial Officer)Tel: +44 (0)20 7782 2569E-mail: [email protected]
Brunswick Group:
Andrew GarfieldTel: +44 (0)20 7404 5959E-mail: [email protected] BarnesTel: +44 (0)20 7404 5959E-mail: [email protected]
This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Acquisition will be made solely pursuant to the Scheme of Arrangement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of English law, the Listing Rules and the rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
Notice to US holders of Gartmore Shares
The Acquisition relates to the securities of a Cayman incorporated company, listed on an exchange in the UK and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Gartmore Shares to enforce their rights and any claim arising out of the US federal securities laws, since Henderson Group and Gartmore are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Gartmore Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
The Acquisition is proposed to be implemented by means of a scheme of arrangement provided for under the Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman company that is a `foreign private issuer' as defined under Rule 3b.4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules.
The New Henderson Group Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States or of Canada or Japan and no regulatory clearances in respect of the registration of New Henderson Group Shares have been, or will be, applied for in any such jurisdiction. It is expected that the New Henderson Group Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a) (10) thereof. The Acquisition has not been and will not be approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. Under applicable US securities laws, Gartmore Shareholders who are or will be `affiliates' of Henderson Group prior to or after the Effective Date will be subject to certain transfer restrictions relating to the New Henderson Group Shares received in connection with the Scheme.
Publication on website
A copy of this announcement will be available on Gartmore's website (www.gartmore.com) by no later than 12 noon (London time) on 5 April 2011.
vendorRelated Shares:
HGG.L