Henderson Group - Court sanction of Scheme (1092E)
01 Aprile 2011 - 9:51AM
UK Regulatory
TIDMHGG TIDMGRT
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 +44 (0) 20 7818 5135 or
+44 (0) 20 7818 5310
mav.wynn@henderson.com or
investor.relations@henderson.com
Media enquiries
Richard Acworth, Head of Corporate +44 (0) 20 7818 3010
Communications richard.acworth@henderson.com
United Kingdom: Maitland Australia: Cannings
George Trefgarne / Rebecca Mitchell Luis Garcia
+44 (0)20 7379 5151 +61 (0)2 8284 9911
UBS Limited (lead financial adviser, sponsor and corporate
broker to Henderson Group) John Humphrey Tel: +44 (0)20 7567 8000
James Robertson Rahul Luthra
Ondra LLP (trading as Ondra Partners) (joint financial adviser
to Henderson Group) Michael Tory Tel: +44 (0)20 7082 8750 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
END
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