8-K
JANUS HENDERSON GROUP PLC (JHG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 6, 2020
Janus Henderson Group plc
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | 001-38103 | 98-1376360 |
|---|---|---|
| (State or other jurisdiction | (Commission file | (IRS Employer |
| of incorporation) | number) | Identification Number) |
201 Bishopsgate
EC2M 3AE
United Kingdom
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
+44 (0) 20 7818 1818
Not Applicable
(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 communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>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 of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.50 Per Share Par Value | JHG | New 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 buyback program (the “Buyback”) on and from March 6, 2020.
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 (“MLEA”) on the ASX. MLEA undertakes to 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 2021, 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 |
|---|---|
| Exhibit<br> Number | Description |
| --- | --- |
| 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<br>its XBRL tags are embedded within the Inline XBRL document. |
2
SIGNATURE
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 | ||
|---|---|---|
| Date: March 6, 2020 | By: | /s/ Roger Thompson |
| Roger Thompson | ||
| Chief Financial Officer |
3
| City | London |
|---|
Exhibit 99.1
6 March 2020
Share Buyback Programme
Janus Henderson Group plc (the Company) today announced its intention to commence its on-market share buyback programme (Buyback) on and from 6 March 2020.
Under the Buyback, Janus Henderson Group 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 (MLEA) on the ASX. MLEA undertakes to 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 2021, 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.
Further information regarding the proposed purchase of CDIs on the ASX is provided in the attached Appendix 3C.
* * *
| Investor enquiries | |
|---|---|
| Jim Kurtz<br><br> <br>Investor Relations Manager | +1 (303) 336 4529<br><br> <br>jim.kurtz@janushenderson.com |
| Or | |
| Investor Relations | investor.relations@janushenderson.com |
Rule 3.8A
Appendix3C
Announcement of buy-back(except minimum holding buy-back)
Information and documents given to ASXbecome ASX’s property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10
| Name of entity | ABN/ARSN |
|---|---|
| Janus Henderson Group plc | 67 133 992 766 |
We (the entity) give ASX the following information.
Information about buy-back
| 1 | Type of buy-back | On-market |
|---|---|---|
| 2 | +Class of<br> shares/units which is the subject of the buy-back (eg, ordinary/preference) | CHESS Depository Interests (CDIs) |
| 3 | Voting rights<br> (eg, one for one) | One for one |
| 4 | Fully paid/partly paid (and if partly paid, details of how much has been paid and how much is outstanding) | Fully paid |
| 5 | Number of<br> shares/units in the +class on issue | 43,177,650 as of 29 February 2020. |
| 6 | Whether<br> shareholder/unitholder approval is required for buy-back | Shareholder approval given at the Company’s AGM on 2 May 2019. |
| 7 | Reason for<br> buy-back | To return surplus capital to shareholders. |
| 8 | Any other<br> information material to a shareholder’s/unitholder’s decision whether to accept the offer (eg, details of any proposed takeover bid) | CDIs will be bought on-market by Merrill Lynch Equities (Australia) Limited as principal and as instructed by the Company. The CDIs will then be transferred to the Company by way of one of more special crossings. Purchased CDIs will be converted to ordinary shares and such ordinary shares will be cancelled by the Company. Shareholders also approved an on-market purchase of the Company's ordinary shares which are listed on the New York Stock Exchange. |
| --- | --- | --- |
On-market buy-back
| 9 | Name of broker who will act on the company’s<br> behalf | Merrill Lynch Equities (Australia) Limited will purchase CDIs as principal. The CDIs will then be transferred to the Company by way of one of more special crossings. |
|---|---|---|
| 10 | Deleted 30/9/2001. | |
| 11 | If the company/trust intends to buy back<br> a maximum number of shares - that number<br><br> <br><br><br> <br>Note: This requires a figure to be included,<br> not a percentage. | The Company intends to spend an aggregate maximum amount of up to US$200 million on the Buyback (across both ASX and NYSE). |
| 12 | If the company/trust intends to buy back<br> shares/units within a period of time - that period of time; if the company/trust intends that the buy-back be of unlimited duration<br> - that intention | The Buyback is to be undertaken starting 6 March 2020 and completed by the Company’s Annual General Meeting in 2021, though the Company reserves the right to end the Buyback earlier. |
| 13 | If the company/trust intends to buy back<br> shares/units if conditions are met - those conditions | N/A |
Employee share scheme buy-back
| 14 | Number of shares proposed to be bought<br> back | N/A |
|---|---|---|
| 15 | Price to be offered for shares | N/A |
Selective buy-back
| 16 | Name of person or description of class<br> of person whose shares are proposed to be bought back | N/A |
|---|---|---|
| 17 | Number of shares proposed to be bought<br> back | N/A |
| 18 | Price to be offered for shares | N/A |
Equal access scheme
| 19 | Percentage of shares proposed<br> to be bought back | N/A |
|---|---|---|
| 20 | Total number of shares proposed<br> to be bought back if all offers are accepted | N/A |
| 21 | Price to be offered for shares | N/A |
| 22 | +Record date for participation<br> in offer<br><br> <br><br><br> <br>Cross reference: Appendix 7A,<br> clause 9. | N/A |
Compliance statement
| 1. | The company is in compliance with all Corporations Act requirements relevant to this buy-back. |
|---|
or,for trusts only:
| 1. | The trust is in compliance with all requirements of the Corporations Act as modified by Class Order<br>07/422, and of the trust’s constitution, relevant to this buy-back. | |
|---|---|---|
| 2. | There is no information that the listing rules require to be disclosed that has not already been<br>disclosed, or is not contained in, or attached to, this form. | |
| --- | --- | |
| Sign here: | Date: 6 March 2020 | |
| --- | --- | --- |
| (Company secretary) | ||
| Print name: | Michelle Rosenberg |