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
12 January 2011
RECOMMENDED ACQUISITION BY HENDERSON GROUP PLC
OF GARTMORE GROUP LIMITED
The boards of Henderson and Gartmore are pleased to announce that agreement has
been reached on the terms of a recommended acquisition by Henderson of the
entire issued share capital of Gartmore.
Highlights
* The Acquisition reinforces Henderson's position as a diversified fund
management group with product strength in traditional long-only and
absolute return offerings.
* Combined Estimated AUM of GBP78.1bn as at 31 December 2010.
* Significant enhancement of Henderson's presence in UK retail asset
management.
* Gartmore's Estimated AUM of GBP16.5bn as at 31 December 2010 with associated
estimated run-rate net revenue of approximately GBP163m per annum, of which GBP
120m relates to run-rate net management fee revenue and GBP43m relates to
run-rate gross performance fee and transaction fee revenue.
* Henderson's Estimated AUM of GBP61.6bn as at 31 December 2010 with Underlying
Profit before tax for the year ended 31 December 2010 expected to be
between GBP97m and GBP102m (2009: GBP73.7m).
* Under the terms of the Acquisition, Gartmore Shareholders will receive
0.6667 of a New Henderson Share for each Gartmore Share.
* Based on the Closing Price of 138.2 pence per Henderson Share on 11 January
2011, being the last Business Day prior to this announcement, the
Acquisition values each Gartmore Share at 92.1 pence and values the issued
share capital of Gartmore at approximately GBP335.3m.
* In addition, the New Henderson Shares will rank for the Final Dividend.
Given the expected range of Henderson's Underlying Profit before tax for
the year ended 31 December 2010, the Henderson Board expects to recommend a
final dividend which is no less than the 2009 final dividend of 4.25 pence
per Henderson Share. Henderson will be announcing its final results for the
year ended 31 December 2010 on 23 February 2011.
* Gartmore Shareholders will hold approximately 22.5 per cent. of the
enlarged share capital of Henderson immediately following completion of the
Acquisition, giving them the opportunity to share in the development of the
enlarged business.
* The Gartmore Directors, who have been so advised by Goldman Sachs
International, consider the terms of the Acquisition to be fair and
reasonable and intend unanimously to recommend that Gartmore Shareholders
vote in favour of the Acquisition, as they have irrevocably undertaken to
do in respect of their own Gartmore Shares.
* Henderson has received irrevocable undertakings to support the Scheme, in
respect of a total of 218,252,401 Gartmore Shares representing, in
aggregate, approximately 60 per cent. of the issued share capital of
Gartmore including from Hellman & Friedman, Gartmore's largest shareholder.
* Henderson has secured commitments from the key Gartmore portfolio managers,
who collectively have responsibility as lead managers for 84 per cent.
(including sub-advised AUM) of Gartmore's Estimated AUM, that they will
remain with the Combined Group and that they will agree to be bound by the
Scheme.
* On completion of the Acquisition, Hellman & Friedman will hold
approximately 4.6 per cent. of the enlarged share capital of Henderson and
have agreed that their holding of New Henderson Shares will be subject to
orderly marketing arrangements until the earlier of (i) the first
anniversary of the Effective Date or (ii) when their holding represents
less than 3 per cent of Henderson's issued share capital.
Benefits of the Acquisition
* The Acquisition offers compelling benefits as it:
+ reinforces Henderson's existing investment capabilities with the
addition of many of Gartmore's highly respected and highly rated
portfolio managers;
+ significantly enhances Henderson's presence in UK retail asset
management;
+ increases the AUM in absolute return products to over $6bn;
+ expands and strengthens the product range, investment capabilities and
distribution reach of the Combined Group;
+ complements Henderson's and Gartmore's existing investment processes
and approach;
+ is consistent with Henderson's higher margin growth strategy and adds
product strengths that encompass traditional long only and absolute
return offerings in both institutional and retail segments, in
particular, by combining Gartmore's absolute return franchise with the
existing Henderson absolute return range;
+ will benefit from Henderson's previous experience on integrating New
Star;
+ delivers certainty to Gartmore's Shareholders, clients and employees;
and
+ provides significant economies of scale, enabling the Combined Group to
extract cost efficiencies through the reduction of operational overlap.
Based on Gartmore's current estimated run-rate net revenue of GBP163m, under
Henderson's ownership the acquired business would be brought over at an
operating margin in excess of 60 per cent.
After taking account of prudent AUM assumptions, this operating margin is not
expected to be below 50 per cent. and on this basis, the Acquisition is
expected to deliver significant enhancement in Underlying Earnings per
Henderson Share and a return on investment (calculated on the basis of
Underlying Earnings) in excess of Henderson's cost of capital from 2011, in
each case before integration and deal costs.
Statements regarding the benefits of the Acquisition or that the Acquisition
will be earnings enhancing are not and do not constitute a profit forecast and
should not be interpreted to mean that Henderson's Underlying Earnings per
share following the Acquisition will necessarily match or be greater than the
historical published earnings per share of Henderson or Gartmore.
Financing, approvals and timetable
* The consideration for the Acquisition is to be satisfied by the issue of
New Henderson Shares.
* As at 31 December 2010, the Gartmore Group had estimated gross debt and net
debt of approximately GBP246.5m and GBP49.5m respectively.
* Based on 31 December 2010 estimates, the Combined Group would have adjusted
pro forma gross debt and net debt of GBP300.0m and GBP47.7m respectively at
completion.
* Pre-tax integration and deal costs in relation to the Acquisition are
expected to be approximately GBP70m and are expected to occur during 2011.
These costs will be funded from Henderson's existing resources.
* Henderson has entered into multicurrency term and revolving loan facilities
which may be utilised by Henderson to meet the Combined Group's debt
obligations and for general corporate and working capital purposes.
* The FSA has confirmed it is minded to grant an investment firm
consolidation waiver to Henderson should the Acquisition be completed. The
FSA has indicated that the period of the waiver will be five years from the
Effective Date, that is, until 2016, subject to Henderson meeting any
waiver conditions, which are expected to be standard in nature.
* The Acquisition is subject to a number of Conditions, including regulatory
approvals and Henderson and Gartmore Shareholder approvals.
* The Acquisition is expected to be implemented by means of a Cayman
Court-approved scheme of arrangement between Gartmore and its shareholders.
* The Acquisition is expected to complete within three months subject to the
Conditions being satisfied.
Commenting on the Acquisition, Andrew Formica, Chief Executive of Henderson,
said:
"The acquisition of Gartmore is a great opportunity for Henderson. Gartmore is
a natural fit with Henderson, with a highly complementary strategy and stable
of products. Its recent travails should not overshadow the fact that Gartmore
is one of the best known firms in UK fund management and its assets are
performing well. By bringing across fund managers and integrating the business
onto our own platform we will be able to enhance margins significantly. We will
also improve our offering to both sets of clients by expanding our product
range, for instance in absolute return. The combined business will be one of
the largest UK retail fund managers. I am, therefore, confident that it will
create significant value."
Commenting on the Acquisition, Jeffrey Meyer, Chief Executive of Gartmore,
said:
"This transaction brings significant benefits to our shareholders and clients.
We are becoming part of an enlarged group with much greater diversity and
scale. We are benefiting from significant synergies which will enhance
Henderson's operating margins, earnings per share and long term growth rate.
And the vast majority of our investment teams are joining Henderson thus
ensuring continuity of the investment process. We have been impressed with
Andrew Formica and the Henderson team, their vision for the business and are
very excited about the potential of the combined company."
A market briefing will be held by Henderson today 12 January 2011 at 7.00pm
Sydney time/ 8.00 am London time.
Teleconference details
We recommend participants start dialling in 5-10 minutes prior to the start of
the presentation.
From:
United Kingdom 0500 1016 30 (free call)
Australia 1800 9889 41 (free call)
All other countries +44 (0)20 7162 0025 (This is not a free call number)
Conference title Henderson Group Presentation - Market Briefing
Chairperson Andrew Formica
Reference 884839
Replay facility details:
United Kingdom +44 (0)20 7031 4064
Australia +61 (0)2 8223 9748
Access code 884839
Available for 7 days from 12 January 2011 until midnight on 19 January 2011.
Webcast details
You can log on to a live videocast of the briefing via the Henderson website.
Go to www.henderson.com and click on the relevant link of the homepage.
UBS Investment Bank is acting as lead financial adviser, sole corporate broker
and sponsor to Henderson in relation to the Acquisition. Ondra Partners is
acting as joint financial adviser to Henderson in relation to the Acquisition.
Goldman Sachs International is acting as exclusive financial adviser to
Gartmore in relation to the Acquisition.
This summary should be read in conjunction with and is subject to the full text
of the attached announcement (including the Appendices). The Acquisition will
be subject to the Conditions and Further Terms set out in Appendix I to this
announcement and the terms and conditions which will be set out in the Scheme
Document, when issued.
The sources and bases of information contained in this announcement are set out
in Appendix II to this announcement and the definitions of certain expressions
used in this announcement are set out in Appendix IV to this announcement.
Enquiries
For further information, contact:
Henderson
Mav Wynn (Head of Investor Relations)
Tel: +44 (0)20 7818 5135
Email: mav.wynn@henderson.com
Media enquiries
Richard Acworth (Head of Corporate Communications)
Tel: +44 (0)20 7818 3010
Email: richard.acworth@henderson.com
Australia: Cannings United Kingdom: Maitland
Luis Garcia George Trefgarne/Rebecca Mitchell
+61 (0)2 8284 9911 +44 (0)20 7379 5151
Gartmore
Jeffrey Meyer (Chief Executive Officer)
Tel: +44 (0)20 7782 2045
Email: jeffrey.meyer@gartmore.com
Keith Starling (Chief Financial Officer)
Tel: +44 (0)20 7782 2569
Email: keith.starling@gartmore.com
UBS Investment Bank
Tel: +44 (0)20 7567 8000
John Humphrey
James Robertson
Rahul Luthra
Ondra Partners
Tel: +44 (0)20 7082 8750
Michael Tory
Stewart Bennett
Elena Ciallie
Goldman Sachs International
Tel: +44 (0)20 7774 1000
Todd Leland
John Brennan
Michael Casey
Brunswick Group
Andrew Garfield
Tel: +44 (0)20 7404 5959
Email: agarfield@brunswickgroup.com
Gill Ackers
Tel: +44 (0)20 7404 5959
Email: gackers@brunswickgroup.com
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 Document
(or, if the Acquisition is implemented by means of the Takeover Offer, the
Offer Document) which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any response in respect of the Acquisition should be based only on the
information contained in the Scheme Document. Gartmore Shareholders should read
carefully the Scheme Document in its entirety before making a decision with
respect to the Acquisition.
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
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 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 Shares have been, or
will be, applied for in any such jurisdiction. It is expected that the New
Henderson 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 prior to or after the Effective Date will be subject to certain
transfer restrictions relating to the New Henderson Shares received in
connection with the Scheme.
UBS Investment Bank is acting exclusively as lead financial adviser, sole
corporate broker and sponsor to Henderson in relation to the Acquisition and
no-one else and will not be responsible to anyone other than Henderson for
providing the protections offered to clients of UBS Investment Bank nor for
providing advice in relation to the Acquisition or the contents of this
announcement.
Ondra Partners is acting exclusively as joint financial adviser to Henderson in
relation to the Acquisition and no-one else and will not be responsible to
anyone other than Henderson for providing the protections offered to clients of
Ondra Partners nor for providing advice in relation to the Acquisition or the
contents of this announcement.
Other than their responsibilities to Henderson, UBS Investment Bank 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 Acquisition. Each of UBS
Investment Bank 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.
Goldman Sachs International, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Gartmore and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Gartmore for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in relation to the matters
set out in this announcement, the contents of this announcement, or any matter
referred to herein.
Forward-looking statements
This announcement contains a number of forward-looking statements relating to
the Henderson Group and the Gartmore Group with respect to, among other
matters, the following: financial condition; results of operations; the
respective businesses of the Henderson Group and the Gartmore Group; the
economic conditions in which the Henderson Group and the Gartmore Group
operate; benefits of the Acquisition and management plans and objectives.
Henderson and Gartmore consider any statements that are not historical facts to
be "forward-looking statements". Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof,
identify forward looking statements. These forward-looking statements involve a
number of risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Important factors that could cause
actual results to differ materially from estimates or forecasts contained in
the forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or difficulties
relating to the combination of the businesses of the Henderson Group and the
Gartmore Group, or of other future acquisitions, are greater than expected;
expected cost savings from the transaction or from other future acquisitions
are not fully realised or not realised within the expected time frame;
competitive pressures in the industry increase; general economic conditions or
conditions affecting the industry, whether internationally or in the places the
Henderson Group and the Gartmore Group do business are less favourable than
expected, and/or conditions in the securities market are less favourable than
expected.
Forward-looking statements only speak as of the date on which they are made,
and the events discussed herein may not occur. Subject to compliance with
applicable law and regulation, neither Henderson nor Gartmore undertakes any
obligation to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise.
The estimated operational cost savings and financial synergies have been
calculated on the basis of the existing cost and operating structures of the
Henderson Group and the Gartmore Group and by reference to current prices and
the current regulatory environment. These statements of estimated cost savings
and one-off costs relate to future actions and circumstances which, by their
nature, involve risks, uncertainties and other factors. Because of this, the
cost savings and financial synergies referred to may not be achieved, or those
achieved could be materially different from those estimated.
Any statements in this announcement regarding the benefits of the Acquisition
or that the Acquisition will be earnings enhancing are not and do not
constitute a profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will necessarily be
greater or lesser than the historical published earnings per share of Henderson
or Gartmore as appropriate.
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). As explained
in more detail in paragraph 12 below, Gartmore and Henderson 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 Shareholders and others dealing in ordinary shares of
Gartmore or Henderson 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'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, 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, all
"dealings" in any "relevant securities" of Gartmore or Henderson, 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 3.30pm (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, 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 by Gartmore or Henderson 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.
Publication on websites
A copy of this announcement will be available on Henderson's website
(www.henderson.com) and on Gartmore's website (www.gartmore.com) by no later
than 12 noon (London time) on 13 January 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
12 January 2011
RECOMMENDED ACQUISITION BY HENDERSON GROUP PLC
OF GARTMORE GROUP LIMITED
1. Introduction
The Boards of Henderson and Gartmore are pleased to announce that agreement has
been reached on the terms of a recommended acquisition by Henderson of the
entire issued share capital of Gartmore in consideration for the issue of New
Henderson Shares to Gartmore Shareholders.
The Acquisition further strengthens Henderson's presence in the UK funds
management industry combining Henderson's Estimated AUM of GBP61.6bn with
Gartmore's Estimated AUM of GBP16.5bn (in each case as at 31 December 2010) to
form a business with combined Estimated AUM as at that date of GBP78.1bn,
diversified across asset classes, geographies, client types, products and
investment capabilities.
The Acquisition is expected to be implemented by means of a scheme of
arrangement between Gartmore and its shareholders under section 86 of the
Cayman Companies Law.
The sources and bases of information contained in this announcement are set out
in Appendix II to this announcement and the definitions of certain expressions
used in this announcement are set out in Appendix IV to this announcement.
2. Terms of the Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and
further terms set out in Appendix I to this announcement and the full terms and
conditions that will be set out in the Scheme Document, Gartmore Shareholders
will be entitled to receive New Henderson Shares on the following basis:
for each Gartmore Share 0.6667 of a New Henderson Share
In addition, the New Henderson Shares will rank for the Final Dividend if they
are in issue on the payment date in respect of such dividend. Given the
expected range of Henderson's Underlying Profit before tax for the year ended
31 December 2010, the Henderson Board expects to recommend a final dividend of
no less than the 2009 final dividend of 4.25 pence per Henderson Share. It will
be announcing its final results for the year ended 31 December 2010 on 23
February 2011. Henderson has agreed that if the Final Dividend is paid before
the Effective Date, it will compensate Gartmore Shareholders by making an
additional cash payment of an amount equivalent to the Final Dividend for each
New Henderson Share issued to Gartmore Shareholders.
Based on the Closing Price of 138.2 pence per Henderson Share on 11 January
2011, being the last Business Day prior to this announcement, the Acquisition
values each Gartmore Share at 92.1 pence and values the issued share capital of
Gartmore at approximately GBP335.3m.
Assuming a maximum of 242,639,403 New Henderson Shares are issued as
consideration for the Acquisition, Gartmore Shareholders will hold
approximately 22.5 per cent. of the enlarged share capital of Henderson
immediately following completion of the Acquisition, giving them the
opportunity to share in the development of the Combined Group.
3. Irrevocable undertakings to vote in favour of the Acquisition
Henderson has received irrevocable undertakings to support the Scheme in
respect of a total of 218,252,401 Gartmore Shares representing, in aggregate,
approximately 60 per cent. of the issued share capital of Gartmore.
Details of these undertakings are set out in Appendix III to this announcement.
On completion of the Acquisition, Hellman & Friedman will hold approximately
4.6 per cent. of the enlarged share capital of Henderson and have agreed that
their holding of New Henderson Shares will be subject to orderly marketing
arrangements until the earlier of (i) the first anniversary of the Effective
Date or (ii) when their holding represents less than 3 per cent. of Henderson's
issued share capital.
4. Background to and reasons for the Acquisition
Gartmore is an established traditional equity and alternative asset management
firm, with Estimated AUM of GBP16.5bn as at 31 December 2010, whose mutual funds,
alternative funds and segregated mandates are distributed to clients in the
United Kingdom, Continental Europe, North America, Japan and South America. A
key element of Gartmore's strategy has been to build scale in retail and
absolute return strategies which typically have higher margins. This is
consistent with Henderson's higher margin growth strategy, which was reinforced
by its acquisition of New Star in 2009. The combination of Gartmore's products,
especially in the UK and European retail and absolute return fund ranges, with
Henderson's own products will represent a significant acceleration of
Henderson's own ambitions in these markets. Gartmore has a number of top-rated
products and investment managers that are complementary or additive to
Henderson's existing capabilities and offering. The Combined Group will also be
diversified across asset classes, geographies, client types, products and
investment capabilities.
The Henderson Board believes that under Henderson's ownership clients will
again begin to recognise the strength and quality of the portfolio of funds and
mandates as the uncertainty resulting from recent events at Gartmore is removed
as a result of the Acquisition.
The Henderson Directors believe that the Acquisition offers compelling benefits
as it:
* reinforces Henderson's existing investment capabilities with the addition
of many of Gartmore's highly respected and highly rated portfolio managers;
* significantly enhances Henderson's presence in UK retail asset management;
* increases the AUM in absolute return products to over $6bn;
* expands and strengthens the product range, investment capabilities and
distribution reach of the Combined Group;
* complements Henderson's and Gartmore's existing investment processes and
approach;
* is consistent with Henderson's higher margin growth strategy and adds
product strengths that encompass traditional long only and absolute return
offerings in both institutional and retail segments, in particular, by
combining Gartmore's absolute return franchise with the existing Henderson
absolute return range;
* will benefit from Henderson's previous experience on integrating New Star;
* delivers certainty to Gartmore's shareholders, clients and employees; and
* provides significant economies of scale, enabling the Combined Group to
extract cost efficiencies through the reduction of operational overlap.
Based on Gartmore's current estimated run-rate net revenue of GBP163m, under
Henderson's ownership the acquired business would be brought over at an
operating margin in excess of 60 per cent.
After taking account of prudent AUM assumptions this operating margin is not
expected to be below 50 per cent. and on this basis, the Acquisition is
expected to deliver significant enhancement in Underlying Earnings per
Henderson Share and a return on investment (calculated on the basis of
Underlying Earnings) in excess of Henderson's cost of capital from 2011, in
each case before integration and deal costs.
Statements regarding the benefits of the Acquisition or that the Acquisition
will be earnings enhancing are not and do not constitute a profit forecast and
should not be interpreted to mean that Henderson's Underlying Earnings per
share following the Acquisition will necessarily match or be greater than the
historical published earnings per share of Henderson or Gartmore.
5. Integration of Gartmore
Henderson intends to migrate Gartmore's business onto its own operating
platforms. Henderson expects that the total pre-tax integration and deal costs
will be approximately GBP70m. These costs are expected to occur during 2011 and
will be funded from Henderson's existing resources.
6. Background to and reasons for the Recommendation from the Gartmore Board
On 8 November 2010, Gartmore released its Q3 2010 Interim Management Statement
and announced a strategic review and business reorganisation. As part of its
strategic review, it appointed Goldman Sachs International to carry out an
assessment and evaluation of the strategic options available to it. Gartmore
also announced the retirement of Roger Guy and stated its intentions to conduct
a firm-wide cost saving programme as well as to grant equity awards in order to
retain and incentivise key employees.
In evaluating the strategic options available to the Gartmore Group, the
Gartmore Board's primary assessment criteria were to:
* ensure value maximisation for Gartmore Shareholders;
* optimise speed and certainty of execution; and
* regain Gartmore's business momentum and overall potential in light of
recent developments in its business.
The Gartmore Board also considered a number of factors, including:
* Gartmore's overall size and relative position in the key markets in which
it competes, namely its mutual fund and absolute return product offerings;
* an assessment of the challenge and amount of time it would take for
Gartmore to regain positive momentum in fund flows;
* Gartmore's strategic priorities of growing its mutual fund and absolute
return businesses and continuing to diversify the overall franchise; and
* Gartmore's recent share price performance and relative valuation.
On that basis, Gartmore entered into confidential discussions with a broad
range of interested parties and received a number of indications of interest
for acquiring or merging with Gartmore. The Gartmore Board evaluated the
various proposals received based on the criteria described above with a primary
focus on the value deliverable to Gartmore Shareholders as well as the relative
speed and certainty of execution. In considering these factors, the Gartmore
Board's commercial assessment determined that Henderson's proposal presented
the most attractive option for Gartmore going forward. The Gartmore Board
believes that its business represents a strong fit with that of Henderson,
having a similar cultural philosophy, complementary strategic direction and the
opportunity to create value through synergies.
The Gartmore Board believes that the Acquisition will result in value creation
for Gartmore's Shareholders. Under the terms of the Acquisition, Gartmore
Shareholders will receive 0.6667 of a New Henderson Share for each Gartmore
Share. The New Henderson Shares will rank for the Final Dividend if they are in
issue on the payment date in respect of such dividend.? If the Final Dividend
is paid before the Effective Date, Gartmore Shareholders will instead receive a
cash payment of an amount equivalent to the Final Dividend for each New
Henderson Share issued to Gartmore Shareholders. Immediately following
completion of the Acquisition, Gartmore Shareholders will hold 22.5% of the
enlarged share capital of Henderson, offering them the opportunity to share in
the value creation and strategic benefits of the enlarged business.
The Gartmore Board, which has been so advised by Goldman Sachs International,
considers the terms of the Acquisition to be fair and reasonable. In providing
advice to the Gartmore Board, Goldman Sachs International has taken into
account the commercial assessments of the Gartmore Board. Accordingly, the
Gartmore Board intends unanimously to recommend that Gartmore Shareholders vote
in favour of the Acquisition as they have irrevocably undertaken to do in
respect of their own Gartmore Shares (representing approximately 2.9 per cent.
of the issued share capital of Gartmore).
7. Management and employees
Henderson attaches great importance to the skills and experience of the
management and employees of Gartmore.
Henderson will work with Gartmore during the period up to the Effective Date to
ensure retention of key employees and has already secured commitments from the
key Gartmore portfolio managers that they will remain with the Combined Group.
These portfolio managers collectively have lead responsibility for 84 per cent.
(including sub-advised AUM) of Gartmore's Estimated AUM.
The Gartmore Board has given due regard to the impact of the Acquisition on
Gartmore Group's employees. As part of this, the Gartmore Board has had
detailed discussions with Henderson which have included assurances that
Gartmore Group employees who are made redundant will be appropriately
compensated. Henderson has confirmed that Gartmore Group employees who are
retained will be employed on the Henderson Group terms and conditions which are
similar to, but not identical to, the Gartmore Group terms and conditions.
8. Information on Henderson
Henderson is the ultimate holding company of the investment management group
Henderson Global Investors. The Henderson Group's principal place of business
is in London and since December 2003 Henderson has been listed on the London
Stock Exchange and Australian Securities Exchange, appearing in the FTSE 250
and ASX 200 indices. Henderson has approximately 116,000 shareholders
worldwide. Since 31 October 2008, Henderson has been incorporated in Jersey and
tax-resident in the Republic of Ireland.
The Henderson Group provides its institutional, retail and high net-worth
clients access to skilled investment professionals covering a broad range of
asset classes, including equities, fixed income, property and private equity.
The Henderson Group is one of Europe's largest investment managers, with
Estimated AUM of GBP61.6bn as at 31 December 2010 and employs around 955 people
worldwide.
The Henderson Group had net assets of GBP296.7m as at 30 September 2010.
9. Information on Gartmore
Gartmore is an established traditional equity and alternative asset management
firm, whose mutual funds, alternative funds and segregated mandates are
distributed to clients in the United Kingdom, Continental Europe, North
America, Japan and South America. Headquartered in London and incorporated in
the Cayman Islands, Gartmore is listed on the London Stock Exchange (since 16
December 2009) with offices in Tokyo, Boston, Madrid and Frankfurt.
Over the last ten years, Gartmore has built a significant alternative asset
management business, in terms of AUM. This is in addition to its longstanding
long-only equities business, making Gartmore one of the few asset management
firms with significant expertise in both key market segments.
Gartmore earned profits before tax of GBP46.2m in the twelve months ended 31
December 2009 and GBP25.8m for the six months ended 30 June 2010.
10. Current trading and prospects
Henderson
In compliance with ASX requirements, Henderson announces that it expects its
Underlying Profit before tax for the year ended 31 December 2010 to be between
GBP97m and GBP102m (FY09: GBP73.7m). The Underlying Profit before tax for the year
ended 2010 is expected to include revenue from gross performance and
transaction fees of approximately GBP80m (FY09: GBP56.5m). Estimated AUM as at
31 December 2010 is GBP61.6bn with GBP36.6bn in the higher margin products and GBP
25.0bn in the lower margin products of which GBP7.2bn relates to Pearl. During
the fourth quarter of 2010, Henderson experienced net flows of GBP0.9bn into
higher margin products (including net flows of GBP0.1bn into its UK Wholesale and
GBP0.2bn into Horizon funds) and outflows of GBP0.9bn from its lower margin
products, predominantly cash funds (GBP0.8bn) and NSIM (GBP0.3bn).
Given the expected range of Henderson's Underlying Profit before tax for the
year ended 31 December 2010, the Henderson Board expects to recommend a final
dividend which is no less than the 2009 final dividend of 4.25 pence per
Henderson Share. It will be announcing its final results for the year ended 31
December 2010 on 23 February 2011.
Gartmore
Gartmore's estimated AUM as at 31 December 2010 is GBP17.2bn split amongst its
three product classes as follows:
* mutual funds: GBP11.1bn invested in 50 mutual funds for approximately 174,000
investor accounts;
* alternative funds: GBP2.1bn invested through 15 different hedge fund
strategies and related managed accounts and in house fund of funds for
approximately 289 direct investors; and
* segregated mandates: GBP4.0bn invested through separate mandates for over 36
clients.
Of Gartmore's GBP17.2bn of estimated AUM as at 31 December 2010, approximately 88
per cent. was invested in listed equities, with approximately 12 per cent.
invested in other assets, including fixed income, private equity and managed
futures funds.
Gartmore had, as at 7 January 2011, received notifications of redemptions
totalling approximately GBP0.7bn of this GBP17.2bn of estimated AUM, comprising GBP
0.5bn from alternative funds (including GBP0.2 billion for the January 1 2011
dealing day), GBP0.1bn from mutual funds and GBP0.1bn from segregated mandates.
Therefore, Gartmore's Estimated AUM (i.e. taking into account all notified
redemptions as at 7 January 2011) as at 31 December 2010 was GBP16.5bn.
Outflows in the fourth quarter were GBP4.8bn, GBP1.3bn in alternative funds, GBP1.3bn
in mutual funds and GBP2.2bn in segregated mandates of which GBP3.1bn related to
the AUM in the European Large Cap team formerly run by Roger Guy.
The cost saving programme highlighted in the market announcement of 8 November
2010 has been substantially completed yielding GBP10.0m of annual cost
reductions.
At 31 December 2010, 60 per cent., 72 per cent. and 74 per cent. of Gartmore's
mutual fund Estimated AUM were invested in funds that have achieved first or
second quartile performance over the last one, three and five years,
respectively.
Estimated net debt of the Gartmore Group at 31 December 2010 was GBP49.5m
comprising gross debt of GBP246.5m and cash of GBP197.0m. Seed investments at 31
December 2010 were GBP9.1m.
11. Henderson Dividend
As noted above, given the expected range of Henderson's Underlying Profit
before tax for the year ended 31 December 2010, the Henderson Board expects to
recommend a final dividend which is no less than the 2009 final dividend of
4.25 pence per Henderson Share. It will be announcing its final results for the
year ended 31 December 2010 on 23 February 2011.
Henderson has no formal dividend policy. Henderson employs a dividend formula
where the interim dividend equates to 30 per cent. of the total dividend of the
previous year, assuming the Henderson Group has sufficient resources to fund
the dividend.
12. Implementation Agreement
Henderson and Gartmore have entered into the Implementation Agreement which
governs their relationship until the Acquisition becomes effective or lapses
and which provides, inter alia, for the implementation of the Scheme. The
Implementation Agreement contains certain assurances and confirmations between
the parties, including provisions to implement the Scheme on a timely basis and
governing the conduct of the business of Gartmore pending completion of the
Acquisition.
Under the Implementation Agreement, Gartmore has undertaken not to, and to
procure that no member of the Gartmore Group or any of its or their directors,
officers, employees or agents shall, (directly or indirectly) solicit any
Competing Proposal, nor negotiate with anyone in respect of a Competing
Proposal.
Further, under the Implementation Agreement Gartmore has agreed to pay
Henderson a break fee of GBP3.4m if:
a. the Gartmore Directors (or any committee thereof) either:
i. fail unanimously and without qualification to recommend the Acquisition; or
ii. withdraw, qualify or adversely modify or qualify their unanimous and
unqualified recommendation of (or their intention so to recommend) the
Acquisition.
and in either case there is a change of control as a result of a Competing
Proposal becoming effective, becoming or being declared unconditional in all
respects or being otherwise completed; or
b. there is a change of control as a result of a Competing Proposal becoming
effective, becoming or being declared unconditional in all respects or
being otherwise completed; or
c. at any time after the Scheme is approved but before the Court Order is
granted, the Gartmore Directors do not proceed with the Scheme and there is
a change of control as a result of a Competing Proposal becoming effective,
becoming or being declared unconditional in all respects or being otherwise
completed.
Gartmore and Henderson 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.
The Implementation Agreement terminates in certain circumstances, including if
the Court Order sanctioning the Scheme is not granted, or any resolutions
required to approve and implement the Scheme are not passed by Gartmore
Shareholders or Henderson Shareholders.
Further information regarding the Implementation Agreement will be set out in
the Scheme Document.
13. Effect of the Scheme on Gartmore Omnibus Incentive Plan
Henderson intends to make appropriate proposals to participants in the Gartmore
Omnibus Incentive Plan. Participants will be informed of the proposals in due
course.
14. Structure of the Acquisition
The Acquisition is expected to be implemented by means of a scheme of
arrangement between Gartmore and its shareholders under section 86 of the
Cayman Companies Law. The procedure involves an application by Gartmore to the
Court to sanction the proposed Scheme and to effect the transfer of the
Gartmore Shares to Henderson. In consideration for the transfer of Gartmore
Shares to Henderson, Gartmore Shareholders will receive New Henderson Shares on
the basis set out above.
Before the Court Order can be sought, the proposed Scheme will require approval
by Gartmore Shareholders at the Court Meeting. The Court Meeting will be
convened by order of the Court pursuant to section 86 of the Cayman Companies
Law for the purposes of considering and, if thought fit, approving the Scheme
(with or without modification). The Scheme will be approved at the Court
Meeting if a majority in number representing not less than 75 per cent. in
value of Gartmore Shareholders present and voting, either in person or by proxy
at the Court Meeting, vote in favour of the Scheme.
The Scheme Document will be made available to Gartmore Shareholders in due
course. The Scheme Document will include full details of the Scheme, together
with notices of the Court Meeting, the expected timetable, and further
information relating to Henderson Shares and will specify the necessary action
to be taken by Gartmore Shareholders.
As a result of the size of the transaction, the Acquisition requires the
approval of Henderson Shareholders at the Henderson General Meeting. Henderson
Shareholders will also be asked to consider and, if thought fit, pass a
resolution to increase the authorised share capital of Henderson and to
authorise the allotment of the New Henderson Shares. Henderson is required to
prepare and send to Henderson Shareholders the Henderson Shareholder Circular
summarising the background to, and reasons for, the Acquisition (which will
include a notice convening the Henderson General Meeting).
Henderson will be required to publish a prospectus in connection with the issue
of the New Henderson Shares. The prospectus will contain information relating
to, amongst other things, the Combined Group and the New Henderson Shares.
Once the necessary approvals from the Gartmore Shareholders and Henderson
Shareholders have been obtained and the other Conditions have been satisfied or
(where applicable) waived, the sanction hearing will be convened at which the
Court will consider whether to sanction the Scheme and grant the Court Order.
Upon the Scheme becoming effective, it will be binding on all Gartmore
Shareholders, irrespective of whether they attended or voted at the Court
Meeting.
The Acquisition will be subject to the conditions and terms set out or referred
to in Appendix I to this announcement and in the Scheme Document. It is
expected that, subject to the satisfaction or, where relevant, waiver of the
Conditions, the Acquisition is expected to complete within three months.
15. Financing arrangements and regulatory capital
The consideration for the Acquisition is to be satisfied by the issue of New
Henderson Shares. As at 31 December 2010, the Gartmore Group had estimated
gross debt and net debt of approximately GBP246.5m and GBP49.5m respectively. As at
31 December 2010, Henderson had estimated gross debt and net cash of
approximately GBP175m and GBP1.8m respectively. Based on these estimates, the
Combined Group would have adjusted pro forma gross debt and net debt of GBP300.0m
and GBP47.7m respectively at completion. Henderson expects pre-tax integration
and deal costs in relation to the Acquisition to be approximately GBP70m. These
costs are expected to occur during 2011 and will be funded from Henderson's
existing resources.
Henderson has entered into multicurrency term and revolving loan facilities
with HSBC Bank plc, The Royal Bank of Scotland plc and UBS AG, London Branch
which may be utilised by Henderson to meet the Combined Group's debt
obligations and for general corporate and working capital purposes.
Henderson anticipates that, following completion of the Acquisition, leverage
of the Combined Group would be within acceptable limits and consistent with
maintaining the financial strength of the Combined Group.
The FSA has confirmed it is minded to grant an investment firm consolidation
waiver to Henderson should the Acquisition be completed. The FSA has indicated
that the period of the waiver will be five years from the expected Effective
Date, that is, until 2016, subject to Henderson meeting any waiver conditions,
which are expected to be standard in nature.
16. Delisting of Gartmore Shares
The London Stock Exchange and the UK Listing Authority will be requested
respectively to cancel trading in Gartmore Shares and Gartmore Depositary
Interests on the London Stock Exchange's market for listed securities and the
listing of the Gartmore Shares from the Official List. The last day of dealings
in Gartmore Shares and Gartmore Depositary Interests on the London Stock
Exchange is expected to be the Business Day immediately prior to the Effective
Date and no transfers will be registered after 6:00 p.m. on that date.
17. Regulatory clearances
The Acquisition is conditional upon obtaining regulatory clearances from, and
the grant of a waiver by, the FSA as well as obtaining clearances from
regulatory bodies in other jurisdictions.
18. Disclosure of interests in relevant Henderson and Gartmore securities
In connection with the Acquisition and on the date of this
announcement, Henderson will make a public opening position disclosure setting
out details of its and the Henderson Directors' interests or short positions
in, or rights to subscribe for, any relevant securities of Gartmore and
Henderson.
Henderson's opening position disclosure will not include details of all
interests or short positions in or rights to subscribe for, any relevant
securities of Gartmore or Henderson held by all other persons acting in concert
with Henderson. Henderson will make a further Opening Position Statement as
soon as possible disclosing these details.
In connection with the Acquisition and on the date of this
announcement, Gartmore will make a public Opening Position Disclosure setting
out details of its interests or short positions in, or rights to subscribe for,
any relevant securities of Gartmore and Henderson.
Gartmore's Opening Position Disclosure will not include details of all
interests or short positions in or rights to subscribe for, any relevant
securities of Gartmore or Henderson held by all persons acting in concert
with Gartmore. Gartmore will make a further Opening Position Statement as soon
as possible disclosing these details.
19. General
The Acquisition will comply with the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange and the ASX. The Scheme will be
governed by, and construed in accordance with, the laws of the Cayman Islands
and will be subject to the exclusive jurisdiction of the courts of the Cayman
Islands and to the Conditions and further terms set out in Appendix I, and the
full terms and conditions to be set out in the Scheme Document.
It is currently intended that the Acquisition will be implemented by means of a
court sanctioned scheme of arrangement pursuant to section 86 of the Cayman
Companies Law, although Henderson reserves the right, at its sole discretion,
to seek to implement the Acquisition by way of a Takeover Offer.
20. Recommendation
The Gartmore Directors, who have been so advised by Goldman Sachs
International, consider the terms of the Acquisition to be fair and reasonable.
In providing advice to the Gartmore Directors, Goldman Sachs International has
taken into account the commercial assessments of the Gartmore Directors.
Accordingly, the Gartmore Directors intend unanimously to recommend that
Gartmore Shareholders vote in favour of all resolutions necessary to implement
the Scheme, as they have irrevocably undertaken so to do in respect of their
own Gartmore Shares (representing approximately 2.9 per cent. of the issued
share capital of Gartmore).
The Henderson Directors, who have been so advised by UBS Investment Bank and
Ondra Partners, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Henderson Directors, UBS Investment Bank
and Ondra Partners have taken into account the commercial assessments of the
Henderson Directors. Accordingly, the Henderson Board intends unanimously to
recommend that Henderson Shareholders vote in favour of the necessary
resolutions to implement the Acquisition to be proposed at the Henderson
General Meeting as they intend to do in respect of their own Henderson Shares
(representing approximately 0.56 per cent. of the issued share capital of
Henderson).
Enquiries
For further information, contact:
Henderson
Mav Wynn (Head of Investor Relations)
Tel: +44 (0)20 7818 5135
Email: mav.wynn@henderson.com
Media enquiries
Richard Acworth (Head of Corporate Communications)
Tel: +44 (0)20 7818 3010
Email: richard.acworth@henderson.com
Australia: Cannings United Kingdom: Maitland
Luis Garcia George Trefgarne/Rebecca Mitchell
+61 (0)2 8284 9911 +44 (0)20 7379 5151
Gartmore
Jeffrey Meyer (Chief Executive Officer)
Tel: +44 (0)20 7782 2045
Email: jeffrey.meyer@gartmore.com
Keith Starling (Chief Financial Officer)
Tel: +44 (0)20 7782 2569
Email: keith.starling@gartmore.com
UBS Investment Bank
Tel: +44 (0)20 7567 8000
John Humphrey
James Robertson
Rahul Luthra
Ondra Partners
Tel: +44 (0)20 7082 8750
Michael Tory
Stewart Bennett
Elena Ciallie
Goldman Sachs International
Tel: +44 (0)20 7774 1000
Todd Leland
John Brennan
Michael Casey
Brunswick Group
Andrew Garfield
Tel: +44 (0)20 7404 5959
Email: agarfield@brunswickgroup.com
Gill Ackers
Tel: +44 (0)20 7404 5959
Email: gackers@brunswickgroup.com
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 Document
(or, if the Acquisition is implemented by way of the Takeover Offer, the Offer
Document) which will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any response in
respect of the Acquisition should be based only on the information contained in
the Scheme Document. Gartmore Shareholders should read carefully the Scheme
Document in its entirety before making a decision with respect to the
Acquisition.
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
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 judgement.
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 requirement, which differ from the disclosure requirements of the US
proxy and tender offer rules.
The New Henderson 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 Shares have been, or
will be, applied for in any such jurisdiction. It is expected that the New
Henderson 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 prior to or after the Effective Date will be subject to certain
transfer restrictions relating to the New Henderson Shares received in
connection with the Scheme.
UBS Investment Bank is acting exclusively as lead financial adviser, sole
corporate broker and sponsor to Henderson in relation to the Acquisition and
no-one else and will not be responsible to anyone other than Henderson for
providing the protections offered to clients of UBS Investment Bank nor for
providing advice in relation to the Acquisition or the contents of this
announcement.
Ondra Partners is acting exclusively as joint financial adviser to Henderson in
relation to the Acquisition and no-one else and will not be responsible to
anyone other than Henderson for providing the protections offered to clients of
Ondra Partners nor for providing advice in relation to the Acquisition or the
contents of this announcement.
Other than their responsibilities to Henderson, UBS Investment Bank 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 Acquisition. Each of UBS
Investment Bank 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.
Goldman Sachs International, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Gartmore and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Gartmore for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in relation to the matters
set out in this announcement, the contents of this announcement, or any matter
referred to herein.
Forward-looking statements
This announcement contains a number of forward-looking statements relating to
the Henderson Group and the Gartmore Group with respect to, among other
matters, the following: financial condition; results of operations; the
respective businesses of the Henderson Group and the Gartmore Group; the
economic conditions in which the Henderson Group and the Gartmore Group
operate; benefits of the Acquisition and management plans and objectives.
Henderson and Gartmore consider any statements that are not historical facts to
be "forward-looking statements". Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof,
identify forward looking statements. These forward-looking statements involve a
number of risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Important factors that could cause
actual results to differ materially from estimates or forecasts contained in
the forward-looking statements include, among others, the following
possibilities: future revenues are lower than expected; costs or difficulties
relating to the combination of the businesses of the Henderson Group and the
Gartmore Group, or of other future acquisitions, are greater than expected;
expected cost savings from the transaction or from other future acquisitions
are not fully realised or not realised within the expected time frame;
competitive pressures in the industry increase; general economic conditions or
conditions affecting the relevant industries, whether internationally or in the
places the Henderson Group and the Gartmore Group do business are less
favourable than expected, and/or conditions in the securities market are less
favourable than expected.
Forward-looking statements only speak as of the date on which they are made,
and the events discussed herein may not occur. Subject to compliance with
applicable law and regulation, neither Henderson nor Gartmore undertakes any
obligation to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise.
The estimated operational cost savings and financial synergies have been
calculated on the basis of the existing cost and operating structures of the
Henderson Group and the Gartmore Group and by reference to current prices and
the current regulatory environment. These statements of estimated cost savings
and one-off costs relate to future actions and circumstances which, by their
nature, involve risks, uncertainties and other factors. Because of this, the
cost savings and financial synergies referred to may not be achieved, or those
achieved could be materially different from those estimated.
Any statements in this announcement regarding the benefits of the Acquisition
or that the Acquisition will be earnings enhancing are not and do not
constitute a profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will necessarily be
greater or lesser than the historical published earnings per share of Henderson
or Gartmore as appropriate.
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). As explained
in more detail in paragraph 12 above, Gartmore and Henderson 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 Shareholders and others dealing in ordinary shares of
Gartmore or Henderson 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'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, 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, all "dealings"
in any "relevant securities" of Gartmore or Henderson, 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
3.30pm (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, 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 by Gartmore or Henderson 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.
Publication on websites
A copy of this announcement will be available on Henderson's website
(www.henderson.com) and on Gartmore's website (www.gartmore.com) by no later
than 12 noon (London time) on 13 January 2011.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: Conditions
1. The Acquisition will be conditional upon the Scheme becoming unconditional
and becoming effective by no later than 31 May 2011, or such later date (if
any) as Henderson and Gartmore may agree and the Court may allow.
2. The Scheme will be conditional upon:
(1) its approval by a majority in number representing not less than
three-fourths in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting;
(2) the sanction of the Scheme with or without modification (but subject to any
such modification being acceptable to Henderson) by the Court and the delivery
of an office copy of the Court Order to the Registrar of Companies for the
Cayman Islands; and
(3) the passing at the Henderson General Meeting (or at any adjournment of such
meeting) of such resolution or resolutions as may be necessary to approve,
effect and implement the Acquisition (including resolutions to (a) approve the
terms of the Acquisition and (b) authorise and permit the creation and
allotment of New Henderson Shares).
3. In addition, Henderson and Gartmore have agreed that the Acquisition will be
conditional upon the following matters and, accordingly, the necessary actions
to make the Scheme effective will not be taken unless the following conditions
(as amended if appropriate) have been satisfied or, where relevant, waived:
(a) Henderson or its agent:
(i) having received an acknowledgement by the UK Listing Authority that the
application for the admission of the New Henderson Shares to the Official List
with a premium listing has been approved and will become effective as soon as a
notice pursuant to Listing Rule 3.2.7G has been issued by the FSA and any
conditions to which such approval is expressed to be subject having been
satisfied and an acknowledgement by the London Stock Exchange that such shares
will be admitted to trading; and
(ii) not having received any notice that the ASX will refuse or not grant
official quotation to the New Henderson CHESS Depositary Interests to be issued
to any Scheme Shareholders;
(b) the Office of Fair Trading in the United Kingdom having either (i) declined
jurisdiction over the Acquisition or (ii) indicated, in terms reasonably
satisfactory to Henderson, that it is not the intention of the Office of Fair
Trading or the appropriate Minister to refer the Acquisition or any matter
arising therefrom or related thereto to the UK Competition Commission and the
deadline for appealing the relevant decision to the UK Competition Appeal
Tribunal having expired with no appeal having been lodged beforehand;
(c) in respect of each notice under section 178 of FSMA which Henderson is
under a duty to give in connection with the Acquisition:
(i) the FSA notifying Henderson pursuant to section 189(4)(a) or 189(7) of FSMA
that it has determined to approve the acquisition by Henderson of, or increase
in control by Henderson over, each member of the Wider Gartmore Group which is
a UK authorised person (as that expression is defined in section 191G of FSMA)
pursuant to section 185 of FSMA on terms reasonably satisfactory to Henderson;
or
(ii) the FSA being treated, under section 189(6) of FSMA, as having approved
each such acquisition of or increase in control;
(d) each Relevant Regulator having approved or being deemed to have approved,
in terms reasonably satisfactory to Henderson, the acquisition by Henderson of
control over Gartmore and any member of the Wider Gartmore Group which is
authorised or regulated by any Relevant Regulator, either unconditionally or
subject to the fulfilment of conditions or obligations reasonably acceptable to
Henderson;
(e) the FSA having granted an investment firm consolidation waiver on terms
reasonably satisfactory to Henderson in respect of the consolidated supervision
of the Combined Group;
(f) except as Disclosed, there being no provision of any agreement,
arrangement, licence, permit, lease or other instrument to which any member of
the Wider Gartmore Group is a party or by or to which any such member or any of
its assets is or may be bound, entitled or subject, and no event or
circumstance having occurred which under any agreement, arrangement, licence,
permit, lease or other instrument which any member of the Wider Gartmore Group
is a party to or by or to which any member of the Wider Gartmore Group or any
of its assets is or may be bound, entitled or subject, which in consequence of
the Acquisition or the acquisition or proposed acquisition by any member of the
Wider Henderson Group of any shares or other securities (or the equivalent) in
Gartmore or because of a change in the control or management of any member of
the Gartmore Group or otherwise, would or might reasonably be expected to
result in (in each case to an extent which is material and adverse in the
context of the Wider Gartmore Group taken as a whole):
(i) any moneys borrowed by or any other material indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, lease or instrument or
the rights, liabilities, obligations, interests or business of any such member
in or with any other firm, company, body or person (or any agreement or
arrangements relating to any such interests or business) thereunder being
terminated, adversely modified or affected or any obligation or liability
arising or any action being taken thereunder;
(iii) any assets or interests of, or any asset the use of which is enjoyed by,
any such member being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the Wider
Gartmore Group;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member;
(v) the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so;
(viii) the creation of any liability, actual or contingent, by any such member;
or
(ix) any liability of any such member to make any severance, termination, bonus
or other payment to any of the directors or other officers,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Gartmore Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (ix) of this
condition in any case where such result would be material and adverse in the
context of the Wider Gartmore Group taken as a whole;
(g) no Third Party having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
required any such action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order,
and there not continuing to be outstanding any statute, regulation, decision or
order, or having taken any other steps which would or might reasonably be
expected to:
(i) require, prevent or delay the divestiture, or materially alter the terms
envisaged for any proposed divestiture by any member of the Wider Henderson
Group or by any member of the Wider Gartmore Group of all or any portion of
their respective businesses, assets or property, or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties or any part
thereof which, in any such case, is material in the context of (as the case may
be) the Wider Henderson Group or the Wider Gartmore Group in either case taken
as a whole;
(ii) require, prevent or delay the divestiture by any member of the Wider
Henderson Group of any shares or other securities (or the equivalent) in
Gartmore;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Henderson Group directly or indirectly to acquire or to
hold or to exercise effectively all or any rights of ownership in respect of
shares or loans or securities convertible into shares or any other securities
(or the equivalent) in Gartmore or on the ability of any member of the Wider
Gartmore Group or any member of the Wider Henderson Group to hold or exercise
effectively any rights of ownership of shares or other securities in, or to
exercise management control over, any such member in any respect which is
material in the context of the Wider Gartmore Group taken as a whole;
(iv) otherwise adversely affect the business, assets, profits or prospects of
any member of the Wider Henderson Group or of any member of the Wider Gartmore
Group in a manner which is adverse to and material in the context of the Wider
Henderson Group or the Wider Gartmore Group (as the case may be) in either case
taken as a whole;
(v) make the Acquisition or its implementation or the acquisition or proposed
acquisition by Henderson or any member of the Wider Henderson Group of any
shares or other securities in, or control of, Gartmore void, illegal and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose material additional conditions or
obligations with respect thereto, or otherwise materially challenge or
interfere therewith or require material amendment to the terms of the
Acquisition;
(vi) require any member of the Wider Henderson Group or the Wider Gartmore
Group to acquire or offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Gartmore Group or the Wider
Henderson Group or any asset owned by any third party;
(vii) impose any limitation on the ability of any member of the Wider Henderson
Group or any member of the Wider Gartmore Group to integrate or to co-ordinate
its business, or any part of it, with all or any part of the businesses of any
other members which is adverse to and material in the context of the group
concerned taken as a whole; or
(viii) result in any member of the Wider Gartmore Group ceasing to be able to
carry on business under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could decide to institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under the laws of
any jurisdiction in respect of the Acquisition, the Scheme or the acquisition
or proposed acquisition of any Gartmore Shares having expired, lapsed or been
terminated;
(h) all necessary, or otherwise reasonably deemed by Henderson or any member of
the Wider Henderson Group to be appropriate, filings, notifications and/or
applications having been made in connection with the Acquisition and all
necessary waiting periods (including any extensions thereof) in connection
therewith under any applicable legislation or regulation of any jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition and all necessary, or otherwise reasonably
deemed by Henderson or any member of the Wider Henderson Group to be
appropriate, authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals in any jurisdiction for or
in respect of the Acquisition and the acquisition or proposed acquisition of
any shares or other securities in, or control of, Gartmore by any member of the
Wider Henderson Group having been obtained in terms and in a form reasonably
satisfactory to Henderson from all appropriate Third Parties or persons or
bodies with whom any member of the Wider Gartmore Group or the Wider Henderson
Group has entered into contractual arrangements and all such authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations, orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary, or otherwise reasonably deemed by Henderson or any member
of the Wider Henderson Group to be appropriate, to carry on the business of any
member of the Wider Gartmore Group remaining in full force and effect and all
filings necessary for such purpose having been made and there being no notice
or intimation of any intention to revoke, suspend, restrict, modify or not to
renew any of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with, which in any such case would be
material in the context of the Wider Gartmore Group taken as a whole;
(i) except as Disclosed, no member of the Wider Gartmore Group having, since 31
December 2009 to an extent which is material in the context of the Wider
Gartmore Group taken as a whole:
(i) save as between Gartmore and wholly-owned subsidiaries of Gartmore or for
Gartmore Shares issued pursuant to the awards granted under the Gartmore
Omnibus Incentive Plan, issued, authorised or proposed the issue of additional
shares of any class;
(ii) save as between Gartmore and wholly-owned subsidiaries of Gartmore or for
the grant of awards under the Gartmore Omnibus Incentive Plan, issued or agreed
to issue, authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(iii) other than to another member of the Gartmore Group, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution whether payable in cash or otherwise;
(iv) save for intra-Gartmore Group transactions, merged or demerged with or
acquired any body corporate, partnership or business or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course of business;
(v) save for intra-Gartmore Group transactions, made or authorised or proposed
or announced an intention to propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or (save for
intra-Gartmore Group transactions), save in the ordinary course of business,
incurred or increased any indebtedness or become subject to any contingent
liability;
(vii) save for intra-Gartmore Group transactions, purchased, redeemed or repaid
or announced any proposal to purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its share capital
which in any such case is material;
(viii) save for intra-Gartmore Group transactions, implemented, effected or
authorised, proposed or announced its intention to implement, effect, authorise
or propose any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract, service agreement or other
arrangement with any director or senior executive save to the extent requested
in writing by Henderson;
(ix) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or could reasonably be expected to
be materially restrictive on the businesses of any member of the Wider Gartmore
Group or the Wider Henderson Group or which involves or could reasonably be
expected to involve an obligation of such a nature or magnitude or which is
other than in the ordinary course of business;
(x) (other than in respect of a member which is dormant and was solvent at the
relevant time) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or
any of its assets or revenues or any analogous proceedings in any jurisdiction
or had any such person appointed in any jurisdiction;
(xi) entered into any contract, transaction or arrangement which would be
materially restrictive on the business of any member of the Wider Gartmore
Group or the Wider Henderson Group other than of a nature and to an extent
which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary and usual
course of business and which is material in the context of the Wider Gartmore
Group taken as a whole;
(xiii) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
any intention to, or proposed to, effect any of the transactions, matters or
events referred to in this condition;
(xiv) having made or agreed or consented to any significant change to:
(1) the terms of the trust deeds constituting the pension scheme(s) established
by any member of the Wider Gartmore Group for its directors, employees or their
dependents;
(2) the contributions payable to any such pension scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder;
(3) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined;
(4) the basis on which the liabilities (including pensions) of such pension
schemes are funded, valued or made; or
(5) the trustees, involving the appointment of a trust corporation, which in
any such case would be material in the context of the pension schemes operated
by the Gartmore Group;
(xv) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Gartmore Group;
(xvi) been unable, or having admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business; or
(xvii) taken (or agreed or proposed to take) any action which would require,
were the City Code applicable to the Acquisition, the consent of the Panel or
the approval of Gartmore Shareholders in a general meeting in accordance with,
or as contemplated by, Rule 21.1 of the City Code,
and, for the purposes of paragraphs (iii),(iv), (v), (vi), (vii) and (viii) of
this condition, the term "Gartmore Group" shall mean Gartmore and its
wholly-owned subsidiaries;
(j) except as Disclosed:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the
Wider Gartmore Group which is material in the context of the Wider Gartmore
Group taken as a whole; and
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against, or
remaining outstanding against, any member of the Wider Gartmore Group or to
which any member of the Wider Gartmore Group is or is reasonably likely to
become a party (whether as a claimant, defendant or otherwise) and no enquiry
or investigation by, or complaint or reference to, any Third Party against or
in respect of any member of the Wider Gartmore Group having been instituted,
announced or threatened by or against or remaining outstanding in respect of
any member of the Wider Gartmore Group which in any such case might reasonably
be expected adversely to affect any member of the Wider Gartmore Group to an
extent which is material in the context of the Wider Gartmore Group taken as
whole; and
(iii) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Wider Gartmore Group which is
necessary for the proper carrying on of its business;
(k) except as Disclosed, Henderson not having discovered:
(i) that any financial, business or other information concerning the Wider
Gartmore Group as contained in the information publicly disclosed at any time
by or on behalf of any member of the Wider Gartmore Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
that information not misleading which in any case is material and adverse in
the context of the Wider Gartmore Group taken as whole;
(ii) that any member of the Wider Gartmore Group is subject or likely to become
subject to any liability (contingent or otherwise) which has not been Disclosed
and which is or would be likely to be material in the context of the Gartmore
Group as a whole or which would otherwise be likely to adversely affect the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Gartmore Group; or
(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider Gartmore Group.
For the purposes of these conditions the "Wider Gartmore Group" means Gartmore
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Gartmore and/or such undertakings (aggregating their
interests) have a significant interest and the "Wider Henderson Group" means
Henderson and its subsidiary undertakings, associated undertakings and any
other undertaking in which Henderson and/or such undertakings (aggregating
their interests) have a significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the Companies Act
2006, "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those
Regulations which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in twenty per cent. or more of
the equity share capital (as defined in the Companies Act 2006).
4. Subject to the requirements of the City Code Expert, Henderson reserves the
right to waive, in whole or in part, all or any of the conditions except
condition 2 and conditions 3(a) and (c). Henderson will be under no obligation
to waive or treat as satisfied any of the other conditions in paragraph 3
notwithstanding that the other conditions may have been waived or satisfied and
that there are no circumstances indicating that the relevant condition may not
be capable of satisfaction.
5. The Acquisition will lapse and the Scheme will not proceed if, before the
date of the Court Meeting, there is a reference to the UK Competition
Commission.
6. Henderson reserves the right to elect at any time prior to the Effective
Date to implement the Acquisition by way of a contractual offer. In such event,
such offer will be implemented on the same terms (subject to any revisions,
including (without limitation) an acceptance condition set at 90 per cent. (or
such lower percentage as may be determined by the City Code Expert of the
shares to which such offer relates) so far as applicable, as those which would
apply to the Scheme.
7. The Scheme shall be governed by, and construed in accordance with, the laws
of the Cayman Islands and be subject to the exclusive jurisdiction of the
courts of the Cayman Islands and to the conditions set out above and in the
formal Scheme Document. The Acquisition will comply with the applicable rules
and regulations of the UK Listing Authority and the London Stock Exchange and
any other applicable laws or regulations.
Part B: Certain further terms of the Acquisition
1. Fractions of New Henderson Shares will not be allotted or issued to holders
of Gartmore Shares. Fractional entitlements to New Henderson Shares will be
aggregated and sold in the market and the net proceeds of sale distributed pro
rata to persons entitled thereto. However, individual entitlements to amounts
of less than GBP5 will be retained for the benefit of Henderson.
2. The New Henderson Shares will be issued credited as fully paid and will rank
pari passu in all respects with the existing Henderson Shares and will be
entitled to all dividends and other distributions declared or paid by Henderson
after the date of this announcement. Applications will be made to the UKLA for
the New Henderson Shares to be admitted to the Official List and to the London
Stock Exchange for the New Henderson Shares to be admitted to trading.
Application for quotation on the financial market operated by ASX will be made
in respect of any New Henderson CHESS Depositary Interests representing New
Henderson Shares to be issued.
3. Gartmore Shares which will be acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement.
APPENDIX II
BASES AND SOURCES
1. Unless otherwise stated:
* financial information on Henderson is extracted from Henderson's annual
report and accounts for the year ended 31 December 2009, from the
announcement of Henderson's interim results for the six months ended 30
June 2010 and from Henderson's internal records;
* financial information on Gartmore is extracted from Gartmore's Annual
Report and Accounts for the year ended 31 December 2009, from the
announcement of Gartmore's interim results for the six months ended 30 June
2010 and from Gartmore's internal records; and
* earnings per share figures are stated exclusive of exceptional and
extraordinary items where these have been disclosed.
2. The value of the Acquisition is calculated:
* by reference to a price of 138.2 pence per Henderson Share (the Closing
Price on 11 January 2011, the last Business Day prior to this
announcement); and
* on the basis of the issued share capital of Gartmore referred to in
paragraph 4 below.
3. The percentage of the Combined Group that Gartmore Shareholders will hold
upon completion of the Acquisition is calculated on the basis of:
* the issued ordinary share capital of Gartmore referred to in paragraph 4
below; and
* the issued ordinary share capital of Henderson referred to in paragraph 4
below.
4. As at the close of business on 11 January 2011, the last Business Day prior
to the date of this announcement, Gartmore had 363,940,908 ordinary shares
of GBP0.005 each in issue; and Henderson had 833,878,637 ordinary shares of
12.5 pence each, including 554,228,264 Henderson CHESS Depositary Interests
representing ordinary shares, in issue. The International Securities
Identification Number for Gartmore Shares is KYG917851084, for Henderson
Shares is JE00B3CM9527 and for Henderson CHESS Depositary Interests is
AU000000HGG2.
5. Unless otherwise stated:
6.
+ Henderson and Gartmore Estimated AUM as at 31 December 2010 is
unaudited, has been extracted from the relevant company's internal
accounting records, is estimated and subject to adjustments; and
* Gartmore's estimated AUM of GBP17.2bn as at 31 December 2010 is stated
without reference to notified redemptions. Taking into account notified
redemptions received by Gartmore as at 7 January 2011 of GBP0.7bn in
aggregate (comprising GBP0.5bn from alternative funds (including GBP0.2bn for
the 1 January 2011 dealing day), GBP0.1bn from mutual funds and GBP0.1bn from
segregated mandates), Gartmore's Estimated AUM as at 31 December 2010 was GBP
16.5bn.? This estimate has been prepared by Gartmore management based on
internal accounting information, but has not been audited. It uses market
and other valuations as at 31 December 2010.
6. Gartmore's estimated run-rate revenue of approximately GBP163m is the
aggregate of (a) Gartmore's run-rate net management fee revenue (net of
distribution costs) and (b) Gartmore's gross performance fee and
transaction fee revenue; each of which is calculated on the basis of
Gartmore Estimated AUM of GBP16.5bn as at 31 December 2010. Gartmore's net
management fee revenue (net of distribution costs) is estimated to be GBP120m
and is calculated by multiplying the Estimated AUM for each fund/mandate
with the average net management fee rate as at 31 December 2010 net of
distribution costs for that fund/mandate. Gartmore's run-rate gross
performance fee revenue is calculated on the basis of an assumed return
(net of management fees) of 7.5 per cent. on Gartmore's hedge and absolute
return funds with an absolute return benchmark and transaction fee revenue
calculated on the basis of the cost of administering UK mutual funds and
includes other income. The amounts referred to in this paragraph have not
been audited, should not be interpreted as being a forecast of the run-rate
revenue or fees for this or any subsequent financial period, as this will
depend on the actual level of redemptions (if any) and market and other
value movements affecting the amount of Estimated AUM.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. The following Gartmore Directors who are Gartmore Shareholders or have an
interest in Gartmore Shares have given irrevocable undertakings to vote in
favour of the Scheme:
Name Number of Gartmore Percentage of issued
Shares capital
1 Jeffrey Meyer 6,983,104 1.91
2 Keith Starling 2,887,139 0.79
3 Andrew Skirton 619,672 0.17
4 David Lindsell 47,852 0.01
5 David Barclay 22,727 <0.01
TOTAL 10,560,494 2.9
Notes:
These undertakings will continue to be binding even if a Competing Proposal is
made which exceeds the value of the Acquisition and even if such higher
Competing Proposal is recommended for acceptance by the Gartmore Directors.
However, these undertakings shall cease to be binding if the Scheme or Takeover
Offer lapses or is withdrawn or if the Implementation Agreement is terminated
in accordance with its terms.
2. The following Gartmore Shareholders have given irrevocable undertakings to
vote in favour of the Scheme:
Name Number of Gartmore Percentage of issued
Shares capital
1 Hellmann & Friedman Acquisition I 65,433,875 17.97
Limited(1)
2 Hellmann & Friedman Acquisition 9,304,990 2.53
II Limited(1)
3 Roger Guy(1) 16,912,302 4.64
4 Henderson New Star(2) 44,044,695(3) 12.10
5 Lansdowne Partners(2) 18,200,000 5.00
6 Barclays Wealth Trustees 2,830,339 0.77
(Guernsey) Limited(1)(4)
TOTAL 156,726,201 43.01
Notes:
(1) These undertakings will continue to be binding even if a Competing Proposal
is made which exceeds the value of the Acquisition and even if such higher
Competing Proposal is recommended for acceptance by the Gartmore Directors.
However, these undertakings shall cease to be binding if the Scheme or Takeover
Offer lapses or is withdrawn or if the Implementation Agreement is terminated
in accordance with its terms.
(2) These undertakings will continue to be binding if there is a Competing
Proposal unless such Competing Proposal represents an improvement of not less
than 10 per cent. on the price per Gartmore Share under the Acquisition as set
out in this announcement and Henderson does not match that Competing Proposal
within seven days of the announcement of the Competing Proposal. In addition,
these undertakings shall cease to be binding if the Scheme or Takeover Offer
lapses or is withdrawn or if the Implementation Agreement is terminated in
accordance with its terms.
(3) Henderson New Star's holding comprises of interests in 3,908,959 (1.07%)
Gartmore Shares held through contracts for difference and beneficial interests
in 40,135,736 (11.03%) Gartmore Shares.
(4) This undertaking is over unallocated shares held as trustee for the
Gartmore Omnibus Incentive Plan and the number of shares will therefore
fluctuate as Gartmore Shares cease to be or become unallocated.
3. The following Gartmore employees who are Gartmore Shareholders or have an
interest in Gartmore Shares have given irrevocable undertakings to agree to
and to be bound by the Scheme:
Name Number of Gartmore Percentage of issued
Shares capital
1 John Bennett 11,582,939 3.18
2 Christopher Palmer 5,842,572 1.60
3 John Clive Stewart 5,348,419 1.46
4 Neil Rogan 5,178,911 1.42
5 Robert Giles 4,341,143 1.19
6 Christopher Burvill 4,295,937 1.18
7 Ben Shaheen Wallace 4,210,486 1.15
8 Charles Edward Awdry 2,232,344 0.61
9 Adam James McConkey 2,078,237 0.57
10 Simon John Peters 1,783,822 0.49
11 Leopold Arminjon 1,463,193 0.40
12 Tomas Pinto 1,463,193 0.40
13 Anthony John Lanning 587,497 0.16
14 Luke Christian Newman 506,948 0.13
15 Simon Melluish 50,065 0.01
TOTAL 50,965,706 13.95
Notes:
These undertakings will continue to be binding even if a Competing Proposal is
made which exceeds the value of the Acquisition and even if such higher
Competing Proposal is recommended for acceptance by the Gartmore Directors.
However, these undertakings shall cease to be binding if the Scheme or Takeover
Offer lapses or is withdrawn.
APPENDIX IV
DEFINITIONS
In this announcement, the following definitions apply unless the context
requires otherwise:
"Acquisition" means the proposed recommended
acquisition by Henderson of the entire
issued share capital of Gartmore (other
than any Gartmore Shares already held by
Henderson (if any)), to be effected by
way of (i) the Scheme or (ii) the
Takeover Offer (as the case may be);
"Annual Report and Accounts" means the annual report and accounts of
Gartmore for the year ended 31 December
2009;
"ASX" means ASX Limited (ABN 98 008 624 691);
"ASX Listing Rules" means the listing rules of the ASX;
"AUM" means assets under management;
"Business Day" means a day (other than a Saturday or
Sunday) on which banks in the City of
London and in Sydney are generally open
for business;
"Cayman Companies Law" means The Companies Law (2010 Revision)
of the Cayman Islands, as revised and
consolidated;
"City Code" means the UK City Code on Takeovers and
Mergers;
"Closing Price" means the closing middle-market
quotation of a Gartmore Share or a
Henderson Share (as the context
requires) as derived from the daily
official list of the London Stock
Exchange;
"City Code Expert" means the expert appointed pursuant to
the Implementation Agreement to
determine the application of the
provisions of the City Code;
"Combined Group" means the Henderson Group following
completion of the Acquisition;
"Competing Proposal" means any offer, scheme of arrangement,
merger or business combination, or
similar transaction which is announced
or entered into by a third party which
is not acting in concert with Henderson,
including any revisions thereof the
purpose of which is, or would be, to
enable that third party to acquire,
directly or indirectly, all or a
significant proportion (being 50 per
cent. or more when aggregated with the
shares already held by the third party
and any person acting in concert with
that third party) of the share capital
of Gartmore or all or a significant
proportion (being 50 per cent. or more)
of its undertaking, assets or business
or any other arrangement or transaction
between Gartmore (and/or any member of
the Gartmore Group) and any third party
which is or would be inconsistent with
implementation of the Acquisition;
"Competition Commission" means the body corporate known as the
Competition Commission as established
under section 45 of the Competition Act
1998, as amended;
"Conditions" means the conditions to the Acquisition
as set out in Appendix I to this
announcement and to be set out in the
Scheme Document and `Condition' means
any one of them;
"Court" means the Grand Court of the Cayman
Islands;
"Court Meeting" means the meeting of Scheme Shareholders
(and any adjournment thereof) to be
convened by order of the Court pursuant
to section 86 of the Cayman Companies
Law to consider and, if thought fit, to
approve the Scheme (with or without
amendment);
"Court Order" means the order(s) of the Court
sanctioning the Scheme under section 86
of the Cayman Companies Law;
"Disclosed" means fairly disclosed in writing by or
on behalf of Gartmore to Henderson or in
the Annual Report and Accounts or
publicly announced to a Regulatory
Information Service by or on behalf of
Gartmore in each case prior to the date
of this announcement;
"Effective Date" means the date upon which (i) the
Acquisition takes effect in accordance
with the terms of the Scheme or (ii) if
Henderson elects to implement the
Acquisition by way of the Takeover
Offer, the Takeover Offer becomes or is
declared unconditional in all respects;
"Estimated AUM" means, in respect of Henderson the
amount of AUM estimated by Henderson as
at the relevant date, determined on the
basis set out in Appendix II and, in
respect to Gartmore the amount of AUM
estimated by Gartmore as at the relevant
date taking into account all notified
redemptions, determined on the basis set
out in Appendix II;
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended;
"Final Dividend" means Henderson's final dividend for the
financial year 2010, which Henderson
intends to announce at the time of
announcement of its final results for
the year ended 31 December 2010 and
which will be proposed for approval at
Henderson's next annual general meeting;
"FSA" means the Financial Services Authority
of the UK and any successor authorities;
"FSMA" means the Financial Services and Markets
Act 2000 as amended;
"Gartmore" means Gartmore Group Limited;
"Gartmore Articles" means the articles of association of
Gartmore in force from time to time;
"Gartmore Board" means the board of directors of Gartmore
from time to time;
"Gartmore Depositary" means Capita IRG Trustees Limited;
"Gartmore Depositary Interests" means the dematerialised depositary
interests in respect of the Gartmore
Shares issued by the Gartmore
Depositary;
"Gartmore Directors" means the directors of Gartmore from
time to time;
"Gartmore EBT Trustee" means Barclays Wealth Trustees
(Guernsey) Limited;
"Gartmore Group" means Gartmore and its subsidiary
undertakings;
"Gartmore Omnibus Incentive Plan" means the Gartmore Group Limited Omnibus
Incentive Plan, as amended by the
Gartmore Remuneration Committee on 28
May 2010;
"Gartmore Shareholders" means holders of Gartmore Shares and/or,
where the context so requires, holders
of Gartmore Depositary Interests;
"Gartmore Shares" means the ordinary shares of GBP0.005 each
in the capital of Gartmore and/or, where
the context so requires, the Gartmore
Depositary Interests;
"Hellman and Friedman" or "H&F" means Hellman & Friedman Acquisition I
Limited and Hellman & Friedman
Acquisition II Limited;
"Henderson" means Henderson Group plc;
"Henderson Board" means the board of directors of
Henderson at the date of this
announcement;
"Henderson CHESS Depositary" means CHESS Depositary Nominees Pty Ltd
(ABN 75 071 346 506);
"Henderson CHESS Depositary means the CHESS Depositary Interests
Interests" issued by Henderson CHESS Depositary,
where each Henderson CHESS Depositary
Interest represents a beneficial
interest in one Henderson Share;
"Henderson Directors" means the directors of Henderson from
time to time;
"Henderson General Meeting" means the general meeting of the
Henderson Shareholders to be convened to
consider the necessary resolutions to
implement the Acquisition (and any
adjournment thereof);
"Henderson Group" means Henderson and its subsidiary
undertakings;
"Henderson Shareholder Circular" means the circular proposed to be
despatched to Henderson Shareholders
containing details of the Acquisition
and containing notice of the Henderson
General Meeting;
"Henderson Shareholders" means holders of Henderson Shares or
Henderson CHESS Depositary Interests (as
appropriate) from time to time;
"Henderson Shares" means ordinary shares of 12.5 pence each
in the capital of Henderson;
"Implementation Agreement" means the implementation agreement
between Gartmore and Henderson in
respect of the Acquisition dated on or
about the date of this announcement;
"Listing Rules" means the rules and regulations made by
the UK Listing Authority;
"London Stock Exchange" means London Stock Exchange plc or its
successor;
"New Henderson CHESS Depositary means the Henderson CHESS Depositary
Interests" Interests to be issued by Henderson
CHESS Depositary in respect of New
Henderson Shares to be issued to
Gartmore Shareholders who are to receive
Henderson CHESS Depositary Interests;
"New Henderson Shares" means the Henderson Shares to be issued
to Gartmore Shareholders or the
Henderson CHESS Depositary as
consideration for the Acquisition;
"Offer Document" means the document proposed to be
despatched to Gartmore Shareholders if
the Acquisition is effected by way of
Takeover Offer;
"Office of Fair Trading" means the UK Office of Fair Trading;
"Official List" means the official list of the UK
Listing Authority;
"Ondra Partners" means Ondra LLP, trading as Ondra
Partners;
"Panel" means the Panel on Takeovers and
Mergers;
"Pearl" means Pearl Group Limited and its
subsidiaries
"Registrar of Companies" means the Registrar of Companies in the
Cayman Islands;
"Regulatory Information Service" means any of the services authorised
from time to time by the FSA for the
purpose of disseminating regulatory
announcements;
"Relevant Regulator" means in respect of Gartmore or any
member of the Wider Gartmore Group, each
and any regulatory authority to the
supervision and/or authorisation of
which it is subject whether statutory,
self-regulatory or otherwise, including,
without limitation, the FSA, any
settlement system, stock exchange or
listing authority;
"Scheme" or "Scheme of Arrangement" means the scheme of arrangement proposed
to be implemented under section 86 of
the Cayman Companies Law between
Gartmore and the Scheme Shareholders
upon and subject to the Conditions;
"Scheme Document" means the scheme circular proposed to be
despatched to Gartmore Shareholders
containing the details of the
Acquisition and the Scheme and certain
information about Gartmore and Henderson
and containing notices of the Court
Meeting and the text of the Scheme and,
where the context so admits, includes
any form of proxy, election, notice,
court document, meeting advertisement or
other document reasonably required in
connection with the Scheme;
"Scheme Shareholders" means the holders of Scheme Shares;
"Scheme Shares" means Gartmore Shares:
a. in issue at the date of the Scheme
Document;
b. (if any) issued after the date of
the Scheme Document and prior to the
Voting Record Time; and
c. (if any) issued, on or after the
Voting Record Time either on terms
that the original or subsequent
holder(s) thereof shall be bound by
the Scheme or in respect of which
the holder(s) thereof are, or have
agreed in writing to be, bound by
the Scheme;
"SEC" means the United States Securities and
Exchange Commission;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"subsidiary undertaking", have the meanings respectively ascribed
"associated undertaking", and to them under the UK Companies Act;
"undertaking"
"Takeover Offer" means a takeover offer under section 88
of the Cayman Companies Law;
"Third Party" means a government, governmental,
quasi-governmental, supranational,
statutory, regulatory or investigative
body, trade agency, court, association,
institution or any other body or person
in any jurisdiction;
"UBS" or "UBS Investment Bank" means UBS Limited;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland and its
dependent territories;
"UK Companies Act" means the Companies Act 2006 as amended;
"UK Listing Authority" means the UK Financial Services
Authority acting in its capacity as the
competent authority for listing in the
United Kingdom for the purposes of Part
VI of FSMA;
"United States" means the United States of America
(including the states of the United
States and the District of Columbia),
its possessions and territories and all
areas subject to its jurisdiction;
"Underlying Earnings" or "Underlying means recurring profit before
Profit" amortisation of intangibles, a void
property finance charge and employee
incentive scheme costs;
"Voting Record Time" means the time fixed by the Court for
determining the entitlement to vote at
the Court Meeting as set out in the
notice thereof;
"Wider Henderson Group" means the Henderson Group and associated
undertakings and any other body
corporate, partnership, joint venture or
person in which the Henderson Group and
such undertakings (aggregating their
interests) have an interest of 20 per
cent. or more of the voting or equity
capital or the equivalent; and
"Wider Gartmore Group" means the Gartmore Group and associated
undertakings and any other body
corporate, partnership, joint venture or
person in which the Gartmore Group and
such undertakings (aggregating their
interests) have an interest of 20 per
cent. or more of the voting or equity
capital or the equivalent.
END
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