Recommended Acquisition of Gartmore Group Limited ("Gartmore") by Henderson Group plc ("Henderson Group") (the "Acquisition").
ACCESS TO THIS SECTION OF THE WEBSITE ("Web Page") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS WEB PAGE.
Disclaimer
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS WEB PAGE BY HENDERSON GROUP IN GOOD FAITH.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH HENDERSON GROUP REGARDS AS UNDULY ONEROUS ("Restricted Jurisdiction"). iN pArticular, The New Henderson GROUP Shares to be issued under the terms of the acquisition have not been, and will not be, registered under the US Securities Act OF 1933 (the "US Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States or of Canada or Japan and no regulatory clearances in respect of the registration of New Henderson GROUP Shares have been, or will be, applied for in any such jurisdiction. It is expected that the New Henderson Group Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. The Acquisition has not been, and will not be, approved or disapproved by the US Securities and Exchange Commission ("SEC"), nor has the SEC or any US state securities commission passed upon the merits or fairness of the Transaction nor upon the adequacy or accuracy of the information contained in the materials on this web Page. Any representation to the contrary is a criminal offence in the United States.
If you would like information on the Acquisition please read this notice carefully - it applies to all persons who view this Web Page and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Web Page in respect of the Acquisition is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please note that this notice may be altered or updated. You should read it in full each time you access the Web Page.
The information contained on this Web Page speaks only at the date of the relevant document or announcement reproduced on this Web Page, and Henderson Group has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Web Page at any time.
In relation to any document, announcement or information contained on the Web Page, the only responsibility accepted by the directors of Henderson Group is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Henderson Group, nor Henderson Group, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Web Page.
Forward-looking statements
The information on this Web Page, including information included or incorporated by reference, contains a number of forward-looking statements relating to Henderson Group and its subsidiary undertakings (the "Group") and Gartmore and its subsidiary undertakings (the "Gartmore Group") with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the Group and the Gartmore Group; the economic conditions in which the Group and the Gartmore Group operate; benefits of the Acquisition; and management plans and objectives. Henderson Group and Gartmore consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance, or the negative thereof, identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the combination of the businesses of the Group and the Gartmore Group, or of other future acquisitions, are greater than expected; expected cost savings from the Acquisition or from other future acquisitions are not fully realised or not realised within the expected timeframe; competitive pressures in the industry increase; general economic conditions or conditions affecting the industry, whether internationally or in the places the Group and the Gartmore Group do business are less favourable than expected; and/or conditions in the securities market are less favourable than expected.
Forward-looking statements only speak as of the date on which they are made, and the events discussed on this Web Page may not occur. Henderson Group does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law or regulation.
Overseas persons
The materials found on this Web Page contain information in respect of the Acquisition. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Web Page by clicking on the "Decline" button at the top right of this page.
By choosing the "Accept" option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Henderson Group is lawfully entitled to make the content of any communication or document in relation to the Acquisition available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Acquisition.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Acquisition. If you are not permitted to view materials on this Web Page or are in any doubt as to whether you are permitted to view these materials, please exit this Web Page and seek independent advice. Henderson Group and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
Notice to US holders of Gartmore shares
The Acquisition relates to the securities of a Cayman incorporated company, listed on an exchange in the UK and is subject to UK disclosure requirements, which are different from those of the United States. The Acquisition is proposed to be made by means of a scheme of arrangement provided for under company law of the Cayman Islands. The scheme of arrangement will relate to the shares of a Cayman company that is a 'foreign private issuer' as defined under Rule 3b.4 under the United States Securities Exchange Act of 1934 (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules.
ACCEPTANCE OF DISCLAIMER
By clicking on the "Accept" button at the top right of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Web Page and agree to be bound by its terms.
By clicking on the "Decline" button at the top right of this page, you will not be able to proceed to the Web Page.