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Section 1: 425 (425)

 

Filed by Henderson Group plc

This communication is filed pursuant to Rule 425
under the United States Securities Act of 1933

Subject Company: Janus Capital Group Inc.

Commission File Number: 001-15253

Date: March 20, 2017

 

 

Merger of Henderson Group plc and Janus Capital Group Inc.
Proposed changes to the Henderson Group plc Board

 

20 March 2017

 

Henderson Group plc (‘Henderson Group’) announces the following proposed appointments to, and resignations from, the Henderson Group Board to take effect on completion of the Merger with Janus Capital Group Inc. (“Janus”).

 

Roger Thompson and Philip Wagstaff will resign from the Henderson Group Board but continue as Chief Financial Officer and Global Head of Distribution respectively in the Combined Group and will be members of the Executive Committee. In addition, Timothy How and Robert Jeens will retire from the Henderson Group Board.

 

The following individuals, who are currently members of the Janus board of directors, will be appointed to the Janus Henderson Board with effect from completion of the Merger:

 

Glenn Schafer
Richard Weil

Jeffrey Diermeier
Eugene Flood Jr.
Lawrence Kochard
Tatsusaburo Yamamoto

 

Therefore, immediately after completion of the Merger, the Janus Henderson Board will consist of:

 

Name

 

Position

Richard Gillingwater

 

Chairman

Glenn Schafer

 

Deputy Chairman

Andrew Formica

 

Co-Chief Executive Officer

Richard Weil

 

Co-Chief Executive Officer

Sarah Arkle

 

Non-Executive Director

Kalpana Desai

 

Non-Executive Director

Jeffrey Diermeier

 

Non-Executive Director

Kevin Dolan

 

Non-Executive Director

Eugene Flood Jr.

 

Non-Executive Director

Lawrence Kochard

 

Non-Executive Director

Angela Seymour-Jackson

 

Non-Executive Director

Tatsusaburo Yamamoto

 

Non-Executive Director

 

Further details, including biographies of the proposed Janus Henderson Directors, will be included in the circular to be sent to shareholders in connection with the Merger (the ‘Circular’), which is expected to be published on 21 March 2017.

 

 

Henderson Group plc
47 Esplanade,
Jersey JE1 0BD
Registered in Jersey
No. 101484
ABN 67 133 992 766

 



 

There are no additional matters requiring disclosure under Rule 9.6.13 of the UK Listing Rules.

 

Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.

 

*              *              *

 

Investor enquiries

 

 

Miriam McKay

 

+44 (0) 20 7818 2106

Head of Investor Relations

 

miriam.mckay@henderson.com

 

 

 

Louise Curran

 

+44 (0) 20 7818 5927

Investor Relations Manager

 

louise.curran@henderson.com

 

 

 

Investor Relations

 

+44 (0) 20 7818 5310

 

 

investor.relations@henderson.com

 

 

 

Media enquiries

 

 

Angela Warburton

 

+44 (0) 20 7818 3010

Global Head of Communications

 

angela.warburton@henderson.com

 

 

 

United Kingdom: FTI Consulting

 

Asia Pacific: Honner

Andrew Walton

 

Rebecca Piercy

+44 (0) 20 3727 1514

 

+61 2 8248 3740

 

In connection with the proposed merger, Henderson has filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC), containing a proxy statement of Janus Capital Group and other documents regarding the proposed merger. Before making any voting or investment decision, the respective investors and shareholders of Henderson and Janus Capital Group are urged to carefully read the entire registration statement of Henderson, including the proxy statement of Janus Capital Group, and any other relevant documents filed by either company with the SEC, as well as any amendments or supplements to those documents, because they contain important information about Henderson, Janus Capital Group and the proposed merger. The registration statement and other related documents filed by Henderson and Janus Capital Group will be available electronically without charge at the SEC’s website, www.sec.gov. Materials filed with the SEC may also be obtained without charge at Henderson’s website, www.henderson.com or at Janus Capital Group’s website www.janus.com, respectively.

 

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