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
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.
Global Head of Investor Relations
What did the transaction involve?
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 efficient 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.
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).
Marco de Santis
Head of Cross-Border Solutions
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.