Scheme Circular and Annual Financial Report

 
TIDMGRT 
 
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 
 
28 February 2011 
 
   RECOMMENDED ACQUISITION BY HENDERSON GROUP PLC OF GARTMORE GROUP LIMITED 
 
Publication of Scheme Circular 
 
On 12 January 2011, the boards of directors of Gartmore Group Limited (" 
Gartmore") and Henderson Group plc ("Henderson Group") announced that they had 
reached agreement on the terms of a recommended share-for-share offer, for the 
entire issued share capital of Gartmore. Under the terms of the Acquisition, 
Scheme Shareholders will be entitled to receive 0.6667 of a New Henderson Group 
Share for each Scheme Share held at the Scheme Record Time. It is intended that 
the Acquisition will be implemented by way of a court-sanctioned Scheme of 
Arrangement under section 86 of the Companies Law (2010 Revision) of the Cayman 
Islands. 
 
Further to the above announcement, the Gartmore Board gives notice that the 
circular (the "Scheme Circular") relating to the Acquisition has been published 
and will be posted to Gartmore Shareholders and Gartmore Depository Holders 
today. Persons with information rights will also receive a copy of the Scheme 
Circular shortly. 
 
The Scheme Circular also contains notice of the Court Meeting of Gartmore 
Shareholders that is being convened in connection with the Scheme and which 
will be held at 9.00 a.m. (London time) on Monday 21 March 2011 at Gartmore 
House, 8 Fenchurch Place, London, EC3M 4PB. 
 
Appendix 1 of this announcement contains details of the proposed Scheme 
timetable. 
 
Posting of Annual Financial Report for 2010 
 
In addition, further to Gartmore's announcement of its results on 23 February 
2011, Gartmore also announces that it has posted its financial report for the 
year ended 31 December 2010 ("2010 Annual Report") to Gartmore Shareholders and 
Gartmore Depository Holders today. Persons with information rights will also 
receive a copy of the 2010 Annual Report shortly. 
 
The Scheme Circular and 2010 Annual Report will be available for inspection 
during normal business hours on any weekday (Saturdays, Sundays and public 
holidays excepted) at the offices of Freshfields Bruckhaus Deringer LLP, 65 
Fleet Street, London, EC4Y 1HS until the Effective Date, and will shortly be 
published on Gartmore's website at www.gartmore.com. 
 
The Scheme Circular and the 2010 Annual Report will shortly be submitted to the 
National Storage Mechanism and will thereafter be available for inspection at 
www.hemscott.com/nsm.do. 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the Scheme Circular. 
 
                                  Appendix 1 
 
Stage                                Indicative Date 
 
Court Meeting                        9.00 a.m. (London time) 21 March 2011 
 
Court Hearing (to sanction the       10.00 a.m. (Cayman Islands time) 31 March 
Scheme)                              2011 
 
Scheme Record Date                   1 April 2011 
 
Effective Date                       4 April 2011 
 
Cancellation of listing of Gartmore  By no later than 8.00 a.m. (London time) 
Shares                               on 4 April 2011 
 
Issue of New Henderson Group Shares  4 April 2011 
and New Henderson Group CHESS 
Depositary Interests 
 
Latest date for despatch of          14 April 2011 
certificates relating to New 
Henderson Group Shares and holding 
statements relating to New Henderson 
Group CHESS Depositary Interests 
 
Proposed payment date of Henderson   27 May 2011 
Group 2010 Final Dividend 
 
 
* Please note - These times and dates are indicative only and will depend, 
among other things, on the date upon which the Court sanctions the Scheme and 
the date and time at which the Court Order is lodged with the Registrar of 
Companies and the date on which the Conditions and further terms set out in 
Part III (Conditions) of the Scheme Circular are satisfied or (if capable of 
waiver) waived. If any of the expected dates change, Gartmore will give notice 
of the change by issuing an announcement through a Regulatory Information 
Service. A copy of any announcement amending this timetable issued pursuant to 
this note will be published on Gartmore's website at www.gartmore.com in 
accordance with Rule 19.11 of the City Code. 
 
For further information, contact: 
 
Jeffrey Meyer (Chief Executive Officer) 
 
Tel: [phone] 
 
Email: [e-mail] 
 
Keith Starling (Chief Financial Officer) 
 
Tel: [phone] 
 
Email: [e-mail] 
 
Media enquiries 
Brunswick Group 
 
Andrew Garfield 
 
Tel: [phone] 
 
Email: [e-mail] 
 
Helen Barnes 
 
Tel: [phone] 
 
Email: [e-mail] 
 
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 Circular 
published by Gartmore on 28 February 2011. 
 
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 
London Stock Exchange 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. 
 
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. 
 
Application of the City Code and Dealing Disclosure Requirements 
 
As previously advised, by virtue of its status as a Cayman incorporated 
company, the City Code does not apply to Gartmore. 
 
Shareholders are reminded that whilst the Gartmore Articles reflect certain 
provisions of the City Code, as set out more fully below, the Panel does not 
have responsibility for ensuring compliance with the City Code and is not able 
to answer shareholders queries in relation to Gartmore or Henderson. 
 
In particular, public disclosures consistent with the provision of Rule 8.3 of 
the City Code should not be e-mailed to the Panel, but released directly 
through a Regulatory Information Service. 
 
Gartmore has incorporated certain provisions in the Gartmore Articles to 
reflect certain provisions of the City Code. The provisions do not, however, 
provide shareholders with the full protections offered by the City Code. In 
particular, the Gartmore Articles provide that subject to the Cayman Companies 
Law, to any other applicable law, to any other regulation in respect of 
takeovers which applies to Gartmore at any time, and to the Gartmore Board 
being satisfied, in any particular case, that the application of the following 
provisions are in the best interests of Gartmore, the Gartmore Board will use 
its reasonable endeavours to (i) apply and have Gartmore abide by the General 
Principles of the City Code; (ii) if circumstances arise under which Gartmore 
would be an offeree or otherwise the subject of an approach or the subject of a 
third party's statement of a firm intention to make an offer to comply with, 
and procure that Gartmore complies with, the provisions of the City Code 
applicable to an offeree company and the board of directors of an offeree 
company; and (iii) if the Gartmore Board recommends an offer, obtain an 
undertaking from the offeror to comply with the City Code in relation to the 
conduct and execution of that offer as though Gartmore were subject to the City 
Code (but recognising that the Panel will not have jurisdiction). Gartmore and 
Henderson Group have agreed generally, subject to certain exceptions set out in 
the Implementation Agreement, to comply with the general principles and rules 
of the City Code in the conduct and execution of the Acquisition, as if the 
City Code applied to the Acquisition. 
 
Gartmore and Henderson Group Shareholders and others dealing in ordinary shares 
of Gartmore or Henderson Group are not obliged to disclose any of their 
dealings under the provisions of the City Code. However, market participants 
are requested to make disclosures of dealings as if the City Code applied and 
as if Gartmore were in an offer period under the City Code. Gartmore's and 
Henderson Group's websites contain the form of disclosure requested. If you are 
in any doubt as to whether or not you should disclose dealings, you should 
consult Gartmore or Henderson Group, as relevant. 
 
In light of the forgoing, under the provisions of Rule 8.3 of the City Code, if 
any person is, or becomes "interested" (directly or indirectly) in 1% or more 
of any class of "relevant securities" of Gartmore or Henderson Group, all 
"dealings" in any "relevant securities" of Gartmore or Henderson Group, as the 
case may be, (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") should be publicly disclosed by 
no later than 3.30 p.m. (London time) on the London business day following the 
date of the relevant transaction. In a situation where the City Code applies, 
this requirement would continue until the date on which the Scheme becomes 
effective 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 Gartmore or Henderson Group, they would be deemed to 
be a single person for the purpose of Rule 8.3 of the City Code. 
 
In accordance with the provisions of Rule 8.1 of the City Code, all "dealings" 
in "relevant securities" of Gartmore or Henderson Group by Gartmore or 
Henderson Group or by any of their respective "associates", would be disclosed 
by no later than 12.00 noon (London time) on the London business day following 
the date of the relevant transaction. "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 City Code, which can be found on 
the Panel's website. If you are in any doubt as to whether or not you should 
disclose a "dealing" under Rule 8 of the City Code, as if it applied, you 
should consult Gartmore or Henderson Group. 
 
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 28 February 2011. 
 
 
 
 
END