A complex corporate action over four regions

Janus Henderson case study

​The 2017 merger of Henderson Group PLC with Janus Capital Group Inc. demonstrates that neither size nor complexity are barriers to successful cross-border corporate actions.

Following the consolidation and merger transactions managed by Computershare, the combined entity of Janus Henderson, a Jersey incorporated company, had a market value of approximately £5bn. They have a direct share listing in the US, a secondary listing in Australia in the form of CHESS Depositary Interests (CDIs) ​and both a Depositary Interest Facility and Corporate Sponsored Nominee (CSN) service in the UK.​

 Janus Henderson's challenges:
  • Formidably complex and intricate transaction
  • Management of multiple listings
  • Large and diverse global investor base
  • Need for a series of corporate actions with ongoing registry services across multiple jurisdictions
  • Varying market and regulatory requirements and timings

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The formation of Janus Henderson offers compelling value creation to our investors but there’s no doubt that the merger was complex. By partnering with Computershare, we were able to plan and execute all the necessary legal and regulatory steps precisely and effectively, meeting the needs of shareholders in all jurisdictions.​



​

John Groneman
Global Head of Investor Relations
Janus Henderson

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What did the transaction involve?

45000 shareholders across all regions
30 plus Computershare services and dedicated global teams contributed to this transaction
8 month project planning and execution period
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A complex merger across multiple jurisdictions

The merger between Henderson Group and Janus Capital is one of the most prominent and complex mergers in recent years.

This highly technical and intricate process required the management of a complex series of corporate actions and creation of specialised registry services across multiple jurisdictions.​                             


Our specialist team created a tailored solution

Our dedicated Global Capital Markets team was selected to support this transaction. The team worked in partnership with Henderson Group,

Janus Capital and their advisory team to provide a tailored and effic​ient share registry solution that:​   

  • meets Janus Henderson's legal listing requirements
  • benefits both retail and institutional investors
  • allows Janus Henderson to continue to provide investors with securities across jurisdictions in the future
We delivered over 30 services across the world's major financial markets​

Our global footprint and comprehensive range of corporate services meant we were able to allocate dedicated teams to this transaction from across the globe.                             


Under the merger, share consolidation and reorganisation of Janus Henderson's listings, we undertook a wide range of additional services across Jersey, the UK, the US and Australia.                             

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These services included:​                             

  • Shareholder voting and meeting services
  • Migration of shareholder records
  • Consideration calculations
  • Distribution of equity and fractional payments
  • Provision of new and ongoing share registry services
  • Depositary interest and company sponsored nominee services
  • Ongoing cross-border repositioning

Our global footprint allowed us to deliver a sophisticated listing structure

Under our management, Janus Henderson's share register is now internationally-structured across four major jurisdictions.                       


The details of the structure and services that we provided in each market are below:                       

  • Jersey - Share Register Services

    Services related to the merger:
    › Project Management
    › Meeting Services
    › Corporate Actions
    › Helpline
    › Georgeson Proxy Solicitation

    Ongoing services:
    › Inspection Location for New Registry/Investor Services
  • USA - Transfer Agent and Direct Share Listing
    Services related to the merger:
    › Project Management
    › Meeting Services
    › Corporate Actions
    › Register Migration
    › Helpline
    › Georgeson Proxy Solicitation

    Ongoing services:
    › New Principal Registry/Investor Services
    › Global Transaction Processing
    › Dealing Services
    › Exchange Agent
  • Australia - Secondary Listing in the form of CDIs
    Services related to the merger:
    › Project Management
    › Meeting Services
    › Corporate Actions
    › Helpline
    › Georgeson Proxy Solicitation

    Ongoing services:
    › CDI Registry
    › Global Transaction Processing
  • UK - Depositary Interest Facility and CSN Services
    Services related to the merger:
    › Project Management
    › Corporate Actions
    › Helpline

    Ongoing services:
    › New Registry/Investor Services
    › Global Transaction Processing
    › Dealing Services
    › Employee Equity Plans
​Designing and implementing an efficient multiple jurisdiction share register​

Our insight and experience in complex, high profile and cross-border transactions made sure we quickly identified the service solutions to support Janus Henderson with this unique transaction.

We were able to implement over 30 interconnected services across four regions by working with Janus Henderson, their legal counsel, market advisors and market infrastructure organisations (such as Euroclear, CHESS and DTC).


"Establishing a robust, efficient and forward-looking cross-border register structure, connecting to each local clearing and settlement securities depository, was a central component for Janus Henderson and their investors in our service solution."



Marco de Santis​
Head of Cross-Border Solutions
Computershare


​Completing this complex transaction was the key objective of this project, but it was also essential that Janus Henderson and their investors had a seamless and robust register structure after their merger. This allowed investors to hold securities through regional registers or central securities depositories like CREST (in the UK), CHESS (in Australia) and DTC (in the US).

Our team made sure Janus Henderson’s shareholder records were consolidated, restructured, migrated and merged accurately and on-time.

We developed these cross-border solutions for Janus Henderson so their investors can quickly reposition their securities across different markets.

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 To find out more, please contact us:
​Graham Palmer
(Oceania and Asia)
T: +61 8 9323 2001
E: graham.palmer@computershare.com

Charlie Hodge
(EMEA)
T: +44 (0) 370 703 0114
E: charles.hodge@computershare.com

Laura Crosby
(North America)
T: +1 781 575 2626
E: laura.crosby@computershare.com