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EX-99.1 - EX-99.1 - JANUS HENDERSON GROUP PLCa17-14050_3ex99d1.htm
EX-99.2 - EX-99.2 - JANUS HENDERSON GROUP PLCa17-14050_3ex99d2.htm

 

 

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): May 30, 2017

 

Janus Henderson Group plc

(Exact Name of Registrant as Specified in its Charter)

 

Jersey, Channel Islands

 

001-38103

 

N/A

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

201 Bishopsgate

EC2M 3AE

United Kingdom

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: +44 (0) 20 7818 1818

 

Henderson Group plc

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

 

On May 30, 2017, Henderson Group plc (“Henderson”) and Janus Capital Group Inc. (“Janus”) issued a press release announcing the closing of their previously announced merger. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

On May 30, 2017, Henderson and Janus issued an ASX announcement announcing the closing of their previously announced merger. The announcement is attached as Exhibit 99.2 hereto and incorporated by reference herein.

 

Item 8.01 Other Events.

 

As previously announced, as of May 30, 2017, Henderson’s ordinary shares have been cancelled from the UKLA Official List and have ceased trading on the main market of the London Stock Exchange.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are furnished herewith.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated May 30, 2017, jointly issued by Henderson and Janus

99.2

 

ASX Announcement, dated May 30, 2017, jointly issued by Henderson and Janus

 

2



 

SIGNATURES

 

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

 

 

Janus Henderson Group plc

 

 

 

 

 

 

Date: May 30, 2017

By:

/s/ Andrew Formica

 

Name:

Andrew Formica

 

Title:

Co-Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated May 30, 2017, jointly issued by Henderson and Janus

99.2

 

ASX Announcement, dated May 30, 2017, jointly issued by Henderson and Janus

 

4