Share Registry
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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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What did the transaction involve?
45,00045,000
shareholders across all regions
3030
plus Computershare services and dedicated global teams contributed to this transaction
88
month project planning and execution period
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.
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:
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
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
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
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
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).
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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