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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:





Richard Gillingwater



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




Louise Curran


+44 (0) 20 7818 5927

Investor Relations Manager




Investor Relations


+44 (0) 20 7818 5310




Media enquiries



Angela Warburton


+44 (0) 20 7818 3010

Global Head of Communications




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, Materials filed with the SEC may also be obtained without charge at Henderson’s website, or at Janus Capital Group’s website, respectively.



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