Henderson Group - Court sanction of Scheme (1092E)

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RNS Number : 1092E

Henderson Group plc

01 April 2011

Court sanction of Scheme

1 April 2011

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

On 22 March 2011, Henderson Group plc ("Henderson Group") announced that Henderson Group shareholders had approved the resolution proposed at the Henderson Group General Meeting in connection with the proposed acquisition of Gartmore Group Limited ("Gartmore") (the "Proposed Acquisition"). The Proposed Acquisition is being implemented by means of a scheme of arrangement between Henderson Group, Gartmore and its shareholders under section 86 of the Cayman Companies Law.

Henderson Group is pleased to announce that the Court has sanctioned the Scheme and that the Court Order will shortly be filed with the Registrar of Companies in the Cayman Islands. The Scheme will then become effective in accordance with its terms under Cayman Companies Law, and is expected to complete at 8:00 a.m. on 4 April 2011, at which time Gartmore will be delisted from the Official List, Henderson Group will acquire all of the issued shares in Gartmore and Scheme Shareholders will be issued with New Henderson Shares or New Henderson CDIs (as applicable).

Henderson Group published a prospectus in connection with the issue of the New Henderson Group Shares on 1 March 2011 (the "Prospectus"). Terms defined in the Prospectus have the same meaning in this announcement.

A copy of this announcement will be available on the Henderson Group website at www.henderson.com by no later than 12 noon on 2 April 2011.

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

 
 Further information 
  www.henderson.com or 
 
 Investor enquiries 
 Mav Wynn, Head of Investor Relations   [phone] or 
                                        [phone] 
                                        [e-mail] or 
                                        [e-mail] 
 
 Media enquiries 
 Richard Acworth, Head of Corporate     [phone] 
  Communications                         [e-mail] 
 United Kingdom: Maitland               Australia: Cannings 
 George Trefgarne / Rebecca Mitchell    Luis Garcia 
 [phone]                    [phone] 
 
 

UBS Limited (lead financial adviser, sponsor and corporate broker to Henderson Group) John Humphrey Tel: [phone] James Robertson Rahul Luthra

Ondra LLP (trading as Ondra Partners) (joint financial adviser to Henderson Group) Michael Tory Tel: [phone] Stewart Bennett Elena Ciallie

UBS Limited is acting exclusively as lead financial adviser, sole corporate broker and sponsor to Henderson Group and no-one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Henderson Group for providing the protections offered to clients of UBS Limited nor for providing advice in relation to the matters described in this announcement or in relation to the Proposed Acquisition.

Ondra Partners, authorised and regulated in the UK by the FSA, is acting exclusively as joint financial adviser to Henderson Group and no-one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Henderson Group for providing the protections offered to clients of Ondra Partners nor for providing advice in relation to the matters described in this announcement or in relation to the Proposed Acquisition.

Other than their responsibilities to Henderson Group, UBS Limited and Ondra Partners do not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by either of them or on their behalf in connection with the Proposed Acquisition. Each of UBS Limited and Ondra Partners accordingly disclaims all and any other liability whether arising in tort, contract or otherwise which either of them might otherwise have in respect of this announcement or any such statement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Australia may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Australia 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 and Australian law, the Listing Rules, the rules of the LSE and the ASX Listing Rules 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 or Australia.

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 any Restricted Jurisdiction 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 Proposed 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 the Prospectus. 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.

The contents of Henderson Group's website or of any website accessible via hyperlinks from Henderson Group's website are not incorporated into, and do not form part of, this announcement

This information is provided by RNS

The company news service from the London Stock Exchange

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