Scheme of Arrangement

 
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 
 
31 March 2011 
 
   RECOMMENDED ACQUISITION OF GARTMORE GROUP LIMITED BY HENDERSON GROUP PLC 
 
                    Court Sanction of Scheme of Arrangement 
 
In connection with the scheme of arrangement ("Scheme") to effect the 
acquisition of all of the issued share capital of Gartmore Group Limited 
("Gartmore") by Henderson Group plc ("Henderson Group") (the "Acquisition"), 
Gartmore is pleased to announce that the Scheme has been sanctioned by the 
Grand Court of the Cayman Islands (the "Court") today. The court order to 
sanction the Scheme made by the Court today is expected to be delivered to the 
Cayman Islands Registrar of Companies after the Scheme Record Time (being 9.00 
p.m. (London time) Friday 1 April 2011), upon which the Scheme will become 
effective in accordance with its terms. 
 
Gartmore intends to collapse the Depository Interest structure with effect from 
the close of business tomorrow, Friday 1 April 2011, and holders of Gartmore's 
Depository Interests will be recorded on Gartmore's register of members prior 
to the Scheme Record Time for the purposes of calculating entitlements to 
receive New Henderson Group Shares pursuant to the Scheme. It is anticipated 
that the Scheme will be implemented by 8.00 a.m. (London time) on Monday 4 
April 2011 (the "Effective Time"). It is expected that admission of, and 
commencement in dealings in New Henderson Group Shares on the London Stock 
Exchange will occur on 4 April 2011 and that trading of the New Henderson Group 
CHESS Depositary Interests will commence on the ASX on a normal settlement 
basis on 5 April 2011. 
 
It should be noted that persons who acquire Gartmore Shares prior to Scheme 
Record Time which settle after the Scheme Record Time will not receive Gartmore 
Shares but will receive New Henderson Group Shares on or after the Effective 
Time pursuant to the implementation of the Scheme. 
 
Gartmore has also made an application to the London Stock Exchange for the 
cancellation of the admission to trading of Gartmore Shares on its main market 
for listed securities and to the UK Listing Authority for the cancellation of 
the admission of the Gartmore Shares to the Official List, in each case to be 
effective from the Effective Time. 
 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the Scheme Circular 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 1 April 2011. 
 
For further information, contact: 
 
Jeffrey Meyer (Chief Executive Officer) 
Tel: [phone] 
Email: [e-mail] 
 
Keith Starling (Chief Financial Officer) 
Tel: [phone] 
Email: [e-mail] 
 
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. 
 
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. 
 
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 Group. 
 
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). As explained 
in more detail below, 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 foregoing, 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 websites 
 
A copy of this announcement will be available on Gartmore's website 
(www.gartmore.com) by no later than noon (London time) on 1 April 2011. 
 
 
 
END