Result of placing
31 1월 2009 - 12:06AM
UK Regulatory
TIDMHGG TIDMNSAM
RNS Number : 5627M
Henderson Group plc
30 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.
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 GBP47 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
+-------------------------------------+-------------------------------------+
| Henderson Group plc | |
| | |
+-------------------------------------+-------------------------------------+
| Mav Wynn, Head of Investor | +44 (0) 20 7818 5135 or |
| Relations | |
+-------------------------------------+-------------------------------------+
| | +44 (0) 20 7818 5310 |
+-------------------------------------+-------------------------------------+
| | mav.wynn@henderson.com or |
+-------------------------------------+-------------------------------------+
| | investor.relations@henderson.com |
+-------------------------------------+-------------------------------------+
JPMorgan Cazenove
Tim Wise44 (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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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