8-K - JHG - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the

Securities ExchangeAct of 1934

Date of Report (Date of earliest event reported): May 5, 2022

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

Jersey ,Channel Islands	001-38103	98-1376360
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)
201 Bishopsgate	EC2M3AE
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London,<br> United Kingdom	(Zip Code)
(Address of principal executive offices)

+44

(0) 20

7818

1818

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $1.50 Per Share Par Value	JHG	New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01	REGULATION FD DISCLOSURE.

Janus Henderson Group plc (the “Company”) today announced its intention to commence its on-market share repurchase program (the “Buyback”) on and from May 6, 2022.

Under the Buyback, the Company intends to spend up to US$200 million to buy its ordinary shares on the New York Stock Exchange (“NYSE”) and its CHESS Depositary Interests (“CDIs”) on the Australian Securities Exchange (“ASX”), in each case through BofA Securities, Inc. on the NYSE and through Merrill Lynch Equities (Australia) Limited (“BofA Securities”) on the ASX. BofA Securities will purchase CDIs as principal and sell the CDIs to the Company by way of one or more special crossings.

The Buyback will continue until the Company’s Annual General Meeting in 2023, though the Company reserves the right to end the Buyback earlier.

Any repurchases will be effected in accordance with the Company’s general authority to repurchase shares and CDIs granted by its shareholders at the Company’s Annual General Meeting and in accordance with all relevant regulatory requirements.

A copy of ASX Appendix 3C is furnished as Exhibit 99.1 hereto. This exhibit is being furnished and shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filings.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	ASX Disclosure Announcement of Buyback.
104	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JANUS HENDERSON GROUP PLC

By:	/s/ Roger Thompson
Name:	Roger Thompson
Title:	Interim Chief Executive Officer and Chief Financial Officer

Date: May 5, 2022

Exhibit 99.1

Notification of buy-back

Announcement Summary

Name of entity

JANUS HENDERSON GROUP PLC

Announcement type

New announcement

Date of this announcement

5/5/2022

ASX Security code and description of the class of +securitiesthe subject of the buy-back

JHG : CHESS DEPOSITARY INTERESTS 1:1

The type of buy-back is:

On market buy-back

Refer to next page for full details of the announcement

Notification of buy-back	1 / 5
Notification of buy-back
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Part 1 - Entity and announcement details

1.1 Name of entity

JANUS HENDERSON GROUP PLC

We (the entity named above) provide the following information about our buy-back.

1.2 Registration number type	Registration number
ABN	67133992766

1.3 ASX issuer code

JHG

1.4 The announcement is

New announcement

1.5 Date of this announcement

5/5/2022

1.6 ASX Security code and description of the class of +securities the subject of the buy-back

JHG : CHESS DEPOSITARY INTERESTS 1:1

Notification of buy-back	2 / 5
Notification of buy-back
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Part 2 - Type of buy-back

2.1 The type of buy-back is:

On market buy-back

Notification of buy-back	3 / 5
Notification of buy-back
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Part 3 - Buy-back details

Part 3A - Details of +securities, price and reason

3A.1 Total number of +securities on issue in the classof +securities to be bought back

22,600,648

3A.4 Does the entity intend to buy back a minimum numberof +securities

3A.5 Does the entity intend to buy back a maximum numberof securities

3A.6 Name of broker or brokers who will offer to buy back +securities on the entity's behalf

Broker name:

Merrill Lynch Equities (Australia) Limited (“BofA Securities”)

3A.9 Are the +securities being bought back for a cash consideration?

Yes

3A.9a Is the price to be paid for +securities bought backknown?

3A.9a.1 In what currency will the buy-back considerationbe paid?

AUD - Australian Dollar

Part 3B - Buy-back restrictions and conditions

3B.1 Does the buy-back require security holder approval?

Notification of buy-back	4 / 5
Notification of buy-back
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Part 3C - Key dates

On-market buy-back

3C.2 Proposed buy-back start date

6/5/2022

3C.3 Proposed buy-back end date

31/3/2023

Part 3D - Other Information

3D.1 Any other information the entity wishes to notifyto ASX about the buy-back

The Company intends to spend an aggregate maximum amount of<br>up to US$200 million on the buy-back (across both the ASX and NYSE).<br><br> <br><br><br> <br>CDIs will be bought on-market by BofA Securities as principal and as instructed by the Company. The CDIs will then be transferred to the Company by way of one or more special crossings. Purchased CDIs will be converted to ordinary shares and such ordinary shares will be cancelled by the Company.
Notification of buy-back	5 / 5
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The Company intends to spend an aggregate maximum amount of up to US$200 million on the buy-back (across both the ASX and NYSE). CDIs will be bought on-market by BofA Securities as principal and as instructed by the Company. The CDIs will then be transferred to the Company by way of one or more special crossings. Purchased CDIs will be converted to ordinary shares and such ordinary shares will be cancelled by the Company.

Notification of buy-back

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