26th Jan 2009 07:00
New Star Asset Management Group PLC
26 January 2009
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.
New Star Asset Management Group PLC ("New Star" or the "Company")
Statement regarding press speculation
New Star notes the announcement released by Henderson Group plc ("Henderson") on 25 January 2009 in response to press speculation of a potential transaction involving Henderson and the Company. As noted in that announcement New Star and Henderson are in discussions regarding a potential transaction, including a possible offer for the Company's ordinary shares, which would be conditional upon, inter alia, completion of the proposed capital restructuring which the Company has agreed with its bank syndicate (the "Restructuring"). There can be no certainty that any transaction or an offer for the Company's ordinary shares will be forthcoming nor as to the terms on which any transaction or an offer, if forthcoming, will be made. New Star is in any event committed to and continues to pursue implementation of the Restructuring.
If any transaction were forthcoming, substantially all the proceeds would be applied to the repayment of the Company's current liabilities and therefore it is not certain that any transaction will lead to a significant return, if any, to current shareholders. There can be no assurance that any offer for the Company's ordinary shares, if forthcoming, would be at or above the level of the Company's current share price.
On 22 January 2009 New Star posted a circular to its shareholders in connection with the proposed cancellation of admission of its ordinary shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. This is the first step towards implementing the Restructuring.
This announcement is being made without the agreement or approval of Henderson.
Enquiries:
UBS Investment Bank 020 7567 8000
Jim Renwick
Rahul Luthra
Citigate Dewe Rogerson
Anthony Carlisle 020 7638 9571 (office) and 07973 611888 (mobile)
UBS Limited ("UBS Investment Bank") is acting as financial adviser to New Star and is not acting for any other person in relation to the matters referred to in this announcement. UBS will not be responsible to anyone other than New Star for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, 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 3.30 pm (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 the Company, 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 Code, all "dealings" in "relevant securities" of the Company by the offeror, or by any of their respective " 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 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 are defined in the Code, which can also be found on the 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 Panel.
Related Shares:
HGG.L