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Janus Henderson Group PLC – ‘F-4’ on 3/20/17

On:  Monday, 3/20/17, at 9:00am ET   ·   Accession #:  1047469-17-1769   ·   File #:  333-216824

4 References:   By:  Janus Henderson Group plc – ‘10-K’ on 2/27/24 for 12/31/23 By:  Janus Henderson Group plc – ‘10-K’ on 2/28/23 for 12/31/22 By:  Janus Henderson Group plc – ‘10-K’ on 2/25/22 for 12/31/21 By:  Janus Henderson Group plc – ‘10-K’ on 2/24/21 for 12/31/20 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/20/17  Janus Henderson Group PLC         F-4                   32:12M                                    Merrill Corp/New/FA

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 1: F-4         Registration Statement by a Foreign Private Issuer  HTML   4.73M 
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TABLE OF CONTENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF HENDERSON
TABLE OF CONTENTS
Contents

Table of Contents

As filed with the Securities and Exchange Commission on March 20, 2017

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Henderson Group plc

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant name into English)

Jacqui Irvine
General Counsel & Company Secretary
201 Bishopsgate
EC2M 3AE
United Kingdom
+44 (0) 20 7818 1818
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Henderson Global Investors (North America) Inc.
737 North Michigan Avenue, Suite 1700
Chicago, IL 60611
+1 (312) 397 1122
(Name, address, including zip code, and telephone number, including area code, of agent of service)

Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon closing of the merger described in the enclosed document.

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Notes:

(1)

Represents the estimated maximum number of ordinary shares, par value £0.125 per share, of Henderson Group plc (which we refer to as Henderson, and such shares, the Henderson ordinary shares) to be issued in connection with the merger described herein. The estimated maximum number of Henderson ordinary shares is based on the product of: (i) the sum of 179,749,395 shares of common stock, par value $0.01 per share, of Janus Capital Group Inc. (which we refer to as Janus, and such stock, the Janus common stock) that are estimated to be issued and outstanding immediately prior to the merger and 6,730,791 restricted shares of Janus common stock, multiplied by (ii) 0.4719, which is the exchange ratio (as adjusted) for the holders of Janus common stock under the Agreement and Plan of Merger, dated as of October 3, 2016 (which we refer to as the merger agreement), among Henderson, Janus and Horizon Orbit Corp., a Delaware corporation and a direct wholly owned subsidiary of Henderson, which we refer to as the Merger Sub.

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The proposed maximum aggregate offering price of the Henderson ordinary shares to be registered was calculated based on the product of (i) the average of the U.S. dollar equivalents of the high and low sale prices of Henderson ordinary shares as reported on the London Stock Exchange on March 15, 2017 and (ii) 88,000,000, representing the maximum number of Henderson ordinary shares expected to be issued in connection with the merger (as defined herein) (such amount reflects 86,970,130 Henderson ordinary shares expected to be issued in connection with the merger based on Janus shares of common stock outstanding as of March 15, 2017, plus an additional 1,029,870 Henderson ordinary shares to be registered in the event additional Janus shares of common stock are issued following March 15, 2017 and are outstanding as of the closing of the merger).

(3)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 C:     

Table of Contents

The information in this proxy statement/prospectus is not complete and may be changed. Henderson Group plc may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and Henderson Group plc is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED MARCH 20, 2017

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

            You are cordially invited to attend a special meeting of the stockholders, which we refer to as the Janus special meeting, of Janus Capital Group Inc., which we refer to as Janus. The Janus special meeting, is to be held on April 25, 2017 at 10:00 a.m. local time at the JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado.

            As previously announced, Janus, Henderson Group plc, which we refer to as Henderson, and Horizon Orbit Corp., a Delaware corporation and a direct and wholly owned subsidiary of Henderson, which we refer to as Merger Sub, entered into an Agreement and Plan of Merger, dated as of October 3, 2016, which we refer to as the merger agreement. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Janus, with Janus surviving such merger as a direct and wholly owned subsidiary of Henderson, which we refer to as the merger. Upon closing of the merger, Henderson will be the parent holding company for the combined group and will be renamed Janus Henderson Group plc, which we refer to as Janus Henderson. We believe that this merger of Janus and Henderson accelerates both businesses' strategic objectives for growth, diversification, and the creation of a truly global active investment manager. We believe that the merger will benefit both the Janus stockholders and the Henderson shareholders and we ask for your support in voting for the proposals at the Janus special meeting.

            Upon closing of the merger, a holder of Janus common stock will be entitled to receive 4.7190 fully paid and non-assessable Henderson ordinary shares for each share of Janus common stock that it holds, which we refer to as the exchange ratio, plus cash in lieu of any fractional shares based on then prevailing market prices, subject to the following adjustments. Effective immediately prior to the closing of the merger, Henderson will implement a share consolidation of Henderson ordinary shares, which we refer to as the share consolidation, at a ratio of one Janus Henderson ordinary share (or CDI, as applicable) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding (so that at closing of the merger each Janus stockholder will receive 0.4719 Janus Henderson ordinary shares for each share of Janus common stock). In addition, subject to approval by the Henderson shareholders at the Henderson shareholder meeting, effective upon the date of the Henderson shareholder meeting, the par value of Henderson ordinary shares will be redenominated from pounds sterling into U.S. dollars. Following the redenomination, subject to approval by the Henderson shareholders at the Henderson shareholders meeting, upon completion of certain registration procedures with the Jersey Registrar of Companies, the par value of Henderson ordinary shares will be reduced to ensure that the par value is a round number. Based on Henderson's and Janus's respective fully diluted shares as of the signing date, it is expected that the exchange ratio will result in Henderson shareholders and Janus stockholders owning approximately 57% and 43% of Janus Henderson, respectively, immediately following the effective time of the merger, which we refer to as the effective time, excluding the conditional options granted to Dai-ichi, which are subject to closing of the merger and Henderson shareholders' approval. Shares of Janus common stock are currently traded on the New York Stock Exchange, which we refer to as NYSE, under the symbol "JNS" and Henderson ordinary shares are currently traded on the London Stock Exchange, which we refer to as the LSE, under the symbol "HGG", and Henderson maintains a listing of CHESS Depositary Interests, which we refer to as CDIs, each representing a beneficial interest in one Henderson ordinary share, on the ASX Limited, which we refer to as ASX, under the ticker symbol "HGG". We expect that, subject to shareholder approval, Henderson ordinary shares will be delisted from the LSE, ordinary shares of Janus Henderson, which we refer to as the Janus Henderson ordinary shares, will be listed on the NYSE under the ticker symbol "JHG" and the CDIs will remain quoted and traded on the financial market operated by ASX under the ticker symbol "HGG" for a short period of time following closing of the merger and then under the new ticker symbol "JHG".

            On September 30, 2016, the last trading day prior to the public announcement of the merger, for Henderson ordinary shares, the closing price on the LSE was 232.00 pence per share and, for shares of Janus common stock, the closing price on the NYSE was $14.01 per share. On September 30, 2016, the exchange rate for pounds sterling was $1.2972 per pound sterling as reported by Bloomberg. The implied value of the merger consideration payable in respect of each share of Janus common stock was 1,094.81 pence, or $14.20 in dollar equivalent. The total merger consideration as of the date immediately prior to the public announcement of the merger, based on 179,762,551 diluted shares of Janus common stock, was $2,552,960,673. On March 17, 2017, the latest practicable date before the date of this proxy statement/prospectus, for Henderson ordinary shares, the closing price on the LSE was 231.00 pence per share and, for shares of Janus common stock, the closing price on the NYSE was $12.82 per share. On March 17, 2017, the exchange rate for pounds sterling was $1.2376 per pound sterling as reported by Bloomberg. The implied value of the merger consideration payable in respect of each share of Janus common stock was 1,090.09 pence, or $13.49 in dollar equivalent. The total merger consideration as of March 17, 2017, based on 179,560,968 diluted shares of Janus common stock, was $2,422,446,509. The maximum number of Janus Henderson ordinary shares expected to be issued to Janus stockholders at the effective time is 86,970,130 (based on Janus shares of common stock outstanding as of March 15, 2017).

            We urge you to obtain current market quotations of Janus common stock and Henderson ordinary shares prior to casting your vote.

            At the Janus special meeting, you will be asked to consider and vote on:

(i)

a proposal to adopt the merger agreement, which we refer to as the Janus merger proposal;



(ii)

a non-binding, advisory proposal to approve the compensation that may become payable to Janus's named executive officers in connection with the consummation of the merger, which compensation is summarized in the table in the section entitled "The Merger—Merger Related Compensation" beginning on page 127;



(iii)

a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association implementing the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CDI) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger;



(iv)

a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association increasing the authorized share capital of the company from £274,363,847.00 to $720,000,000;



(v)

a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing preemptive rights for Janus Henderson shareholders on new issuances of Janus Henderson ordinary shares;



(vi)

a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing the requirement that the Janus Henderson board seek the approval of Janus Henderson shareholders to issue Janus Henderson ordinary shares;



(vii)

a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association requiring directors of Janus Henderson to be re-elected at each annual Janus Henderson shareholder meeting; and



(viii)

a proposal to adjourn the Janus special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Janus merger proposal.

            The Janus board unanimously recommends that Janus stockholders vote "FOR" each of the proposals to be considered at the Janus special meeting.

            We cannot complete the merger unless the Janus stockholders approve the Janus merger proposal.

            Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Janus special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.

            The obligations of Janus and Henderson to complete the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about Janus, Henderson, and the merger is contained in this proxy statement/prospectus.

            Janus encourages you to read this entire proxy statement/prospectus carefully, including the section entitled "Risk Factors" beginning on page 50.

Sincerely,

Glenn Schafer
Chairman of the Board

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated March 21, 2017 and is first being mailed to the stockholders of Janus on or about March 21, 2017.

Table of Contents

Janus Capital Group Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on April 25, 2017

TIME: 10:00 a.m. (local time) on April 25, 2017

PLACE: JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado

ITEMS OF BUSINESS:

1.

To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of October 3, 2016, by and among Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands, Horizon Orbit Corp., a Delaware corporation and a direct and wholly owned subsidiary of Henderson, and Janus Capital Group Inc., a Delaware corporation, a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, pursuant to which Merger Sub will merge with and into Janus with Janus continuing as the surviving corporation as a direct and wholly owned subsidiary of Henderson (the "Janus merger proposal");



2.

To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to Janus's named executive officers in connection with the consummation of the merger (the "Janus compensation proposal");



3.

To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association implementing the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CDI) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger;



4.

To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association increasing the authorized share capital of the company from £274,363,847.00 to $720,000,000;



5.

To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing preemptive rights for Janus Henderson shareholders on new issuances of Janus Henderson ordinary shares;



6.

To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing the requirement that the Janus Henderson board seek the approval of Janus Henderson shareholders to issue Janus Henderson ordinary shares;



7.

To consider and vote on a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association requiring directors of Janus Henderson to be re-elected at each annual Janus Henderson shareholder meeting (together with proposals 3 through 6, the "amendment proposals"); and



8.

To consider and vote on a proposal to adjourn the Janus special meeting (as defined below), if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Janus merger proposal (the "Janus adjournment proposal").

        The approval by Janus stockholders of the Janus merger proposal is required to complete the merger described in the accompanying proxy statement/prospectus.

        The Janus merger proposal, Janus compensation proposal, the amendment proposals and Janus adjournment proposal are described in the accompanying proxy statement/prospectus, which you should read carefully in its entirety before you vote.

Table of Contents

        The proxy statement/prospectus accompanying this notice, including the annexes thereto, contains further information with respect to the business to be transacted at the special meeting of the Janus stockholders, which we refer to as the Janus special meeting. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Janus will transact no other business at the Janus special meeting except such business as may properly be brought before the Janus special meeting or any adjournments or postponements thereof. Please refer to the proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Janus special meeting.

BOARD OF DIRECTORS' RECOMMENDATION:

        After careful consideration, the Janus board, on October 1, 2016, unanimously approved the merger agreement and determined that entering into the merger agreement and consummating the transactions contemplated thereby are advisable and fair to and in the best interests of Janus and its stockholders.

        The Janus board unanimously recommends that the Janus stockholders vote "FOR" each of the Janus merger proposal, the Janus compensation proposal, the amendment proposals and the Janus adjournment proposal.

WHO MAY VOTE:

        Only holders of record of Janus common stock at the close of business on March 15, 2017, the record date for voting at the Janus special meeting, which we refer to as the record date, are entitled to vote at the Janus special meeting. On March 15, 2017, 184,297,796 shares of Janus common stock were issued and outstanding. Each share of Janus common stock is entitled to one vote.

        Persons present at the start of the Janus special meeting and representing in person or by proxy in excess of 50% of the total issued shares in Janus common stock entitled to vote at the Janus special meeting shall form a quorum for the transaction of business at the Janus special meeting. The Janus common stock represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by Janus prior to the close of voting at the Janus special meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on this Notice of Special Meeting of Stockholders.

        All stockholders will need proof of ownership of shares in Janus, and may be asked to present a form of personal photo identification, in order to be admitted to the Janus special meeting. In addition, if your shares of Janus common stock are held in the name of your broker, bank, or other nominee and you wish to attend the Janus special meeting, you must bring an account statement or letter from the broker, bank, or other nominee indicating that you were the owner of the shares on the record date.

VOTE REQUIRED FOR APPROVAL:

        Your vote is very important. We cannot complete the merger without the approval of the Janus merger proposal.

        Assuming a quorum is present, approval of the Janus merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of Janus common stock entitled to vote on the Janus merger proposal. Assuming a quorum is present, approval of each of the amendment proposals requires the affirmative vote of a majority of stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting. Assuming a quorum is present, approval of the Janus compensation proposal requires the affirmative vote of a majority of stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting. Assuming a quorum is present, approval of the Janus adjournment proposal requires the affirmative vote of a majority of stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting.

Table of Contents

        Whether or not you plan to attend the Janus special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number included with your proxy card or by using the Internet. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

Sincerely,

Glenn Schafer
Chairman of the Board

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, by Henderson, constitutes a prospectus of Henderson under Section 5 of the Securities Act with respect to the Henderson ordinary shares to be issued to Janus stockholders pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act only with respect to Janus stockholders. It also constitutes a notice of meeting with respect to the special meeting of Janus stockholders, which we refer to as the Janus special meeting.

        No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated March 21, 2017. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to Janus stockholders, nor the issuance by Henderson of Henderson ordinary shares in connection with the merger, will create any implication to the contrary.

        The information in this proxy statement/prospectus is subject to completion. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction, nor shall there be any sale of these securities in any jurisdiction, in which such offer would be unlawful prior to registration under the securities laws of such jurisdiction. Information contained in this proxy statement/prospectus regarding Janus has been provided by Janus and information contained in this proxy statement/prospectus regarding Henderson has been provided by Henderson.

        Unless otherwise indicated or as the context otherwise requires, each reference in this proxy statement/prospectus to:

•

"2016 Senior Notes" refers to the 7.25% Senior Notes due 2016 of Henderson;



•

"90 West" refers to 90 West Asset Management;



•

"Advisers Act" refers to the U.S. Investment Advisers Act of 1940, as amended;



•

"AIFMD" refers to the Alternative Investment Fund Manager Directive;



•

"amended investment and cooperation agreement" refers to the Amended and Restated Investment and Strategic Cooperation Agreement, dated October 3, 2016, by and among Janus, Henderson and Dai-ichi;



•

"amendment proposals" refers to the non-binding, advisory proposals to Janus stockholders to approve (i) an amendment to the Henderson Memorandum of Association implementing the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CDI) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger, (ii) an amendment to the Henderson Memorandum of Association increasing the authorized share capital of the company from £274,363,847.00 to $720,000,000, (iii) an amendment to the Henderson Articles of Association removing preemptive rights for Janus Henderson shareholders on new issuances of Janus Henderson ordinary shares, (iv) an amendment to the Henderson Articles of Association removing the requirement that the Janus Henderson board seek the approval of Janus Henderson shareholders to issue Janus Henderson ordinary shares and (v) an amendment to the Henderson Articles of Association requiring directors of Janus Henderson to be re-elected at each annual Janus Henderson shareholder meeting;

Table of Contents

•

"ASIC" refers to the Australian Securities and Investments Commission;



•

"ASX" refers to the ASX Limited (ABN 98 008 624 691);



•

"ASX Principles" refers to the Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council in March 2014;



•

"AUM" refers to assets under management;



•

"BAML" refers to Bank of America Merrill Lynch;



•

"CDIs" refers to CHESS Depositary Interests, each representing a beneficial interest in one Henderson ordinary share, that are quoted and traded on the financial market operated by ASX;



•

"CDI Holder" refers to a holder of CDIs;



•

"Centerview" refers to Centerview Partners UK LLP;



•

"CFTC" refers to the U.S. Commodity Futures Trading Commission;



•

"CHESS" refers to Clearing House Electronic Subregister System;



•

"City Code" refers to the U.K. City Code on Takeovers and Mergers;



•

"closing" refers to the closing of the merger;



•

"Code" refers to the Internal Revenue Code of 1986, as amended;



•

"combined company" refers to Janus Henderson, following closing of the merger;



•

"Dai-ichi" refers to Dai-ichi Life Holdings, Inc. (formerly known as The Dai-ichi Life Insurance Company, Limited);



•

"Dai-ichi agreements" refers to the voting agreement, the Dai-ichi option agreement and the amended investment and cooperation agreement;



•

"Dai-ichi option agreement" refers to the option agreement, dated October 3, 2016, by and between Henderson and Dai-ichi;



•

"Dai-ichi Representative" refers to a director of the Janus Henderson board appointed by Dai-ichi pursuant to the terms of the amended investment and cooperation agreement;



•

"DGCL" refers to the General Corporation Law of the State of Delaware;



•

"Dodd-Frank Act" refers to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act;



•

"DTC" refers to the Depository Trust Company;



•

"DTRs" refers to the U.K. Disclosure and Transparency Rules;



•

"effective time" refers to the effective time of the merger;



•

"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended;



•

"exchange ratio" refers to 4.7190 Henderson ordinary shares (subject to adjustment for the share consolidation) for each share of Janus common stock;



•

"FCA" refers to the U.K.'s Financial Conduct Authority;



•

"FINRA" refers to the Financial Industry Regulatory Authority, Inc.;



•

"FPI" refers to a foreign private issuer as defined in Rule 405 under the Securities Act;



•

"Freshfields" refers to Freshfields Bruckhaus Deringer LLP and affiliates;



•

"FSMA" refers to the U.K.'s Financial Services and Markets Act (2000);



•

"Geneva" refers to Geneva Capital Management;

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•

"Group" refers to Henderson Group plc and its consolidated subsidiaries;



•

"GST" refers to the Goods and Services Tax of Jersey;



•

"Henderson" refers to Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands;



•

"Henderson amended articles proposal" refers to the proposal to approve the Amended and Restated Memorandum and Articles of Association of Henderson;



•

"Henderson annual general shareholder meeting" refers to the annual general meeting of the Henderson shareholders convened for April 26, 2017;



•

"Henderson Articles of Association" refers to the Articles of Association of Henderson prior to closing of the merger;



•

"Henderson board" refers to the board of directors of Henderson;



•

"Henderson interim memorandum" refers to the Memorandum of Association of Henderson that, subject to approval by Henderson shareholders at the Henderson shareholder meeting, will have the effect of redenominating Henderson's share capital from pounds sterling to U.S. dollars with effect from the date of the Henderson shareholders meeting;



•

"Henderson LSE de-listing approval" refers to the approval of the Henderson LSE de-listing proposal at the Henderson shareholder meeting by the affirmative vote of three-fourths of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting;



•

"Henderson LSE de-listing proposal" refers to the proposal to cancel the listing of the Henderson ordinary shares on the premium segment of the Official List of the FCA and trading of the Henderson ordinary shares on the LSE's main market for listed securities;



•

"Henderson Memorandum of Association" refers to the Memorandum of Association of Henderson prior to the effectiveness of the Henderson interim memorandum;



•

"Henderson name change proposal" refers to the proposal to change the name of Henderson from "Henderson Group plc" to "Janus Henderson Group plc" at the effective time;



•

"Henderson option proposal" refers to the proposal in connection with the allotment and issue of the options pursuant to the Dai-ichi option agreement;



•

"Henderson ordinary shares" refers to the ordinary shares, par value £0.125, of Henderson;



•

"Henderson permitted dividend proposal" refers to the proposal for Henderson to declare and pay a final cash dividend in respect of the calendar year ended December 31, 2016;



•

"Henderson Remuneration Committee" refers to the remuneration committee of the Henderson board;



•

"Henderson required shareholder approvals" refers to (i) the approval of the merger by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (ii) the approval of the Henderson share issuance proposal by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (iii) the approval of the Henderson amended articles proposal by the affirmative vote of two-thirds of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (iv) the approval of the Henderson name change proposal by the affirmative vote of two-thirds of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (v) the approval of the Henderson permitted dividend proposal by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson annual general shareholder meeting and (vi) the approval of the

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Henderson LSE de-listing proposal by the affirmative vote of three-fourths of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting;

•

"Henderson share issuance proposal" refers to the proposal for Henderson to issue newly created Henderson ordinary shares in connection with the merger and in satisfaction of payment of the merger consideration;



•

"Henderson Shareholder Circular" refers to the Shareholder Circular prepared by Henderson for the Henderson shareholders in connection with the merger;



•

"Henderson shareholder meeting" refers to the extraordinary general meeting of the Henderson shareholders to consider the Henderson required shareholder approvals other than the Henderson permitted dividend proposal;



•

"Henderson shareholders" refers to the holders of Henderson ordinary shares and CDIs;



•

"HMSA" refers to Henderson Management S.A.;



•

"HSR Act" refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;



•

"HUKPOEIC" refers to the Henderson U.K. Property OEIC;



•

"IFRS" refers to the International Financial Reporting Standards as issued by the International Accounting Standards Board as adopted by the European Union;



•

"Intrinsic" refers to Intrinsic Cirilium Investment Company Limited;



•

"Investment Company Act" refers to the Investment Company Act of 1940, as amended;



•

"IRS" refers to the U.S. Internal Revenue Service;



•

"Janus" refers to Janus Capital Group Inc., a Delaware corporation;



•

"Janus adjournment proposal" refers to the Janus stockholder proposal to adjourn the Janus special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Janus merger proposal;



•

"Janus board" refers to the board of directors of Janus;



•

"Janus common stock" refers to the common stock, par value $0.01 per share, of Janus;



•

"Janus compensation proposal" refers to the non-binding, advisory proposal to Janus stockholders to approve the compensation that may become payable to Janus's named executive officers in connection with the consummation of the merger;



•

"Janus ESOP" refers to the Employee Stock Ownership Plan of Janus;



•

"Janus ESPP" refers to the Employee Stock Purchase Plan of Janus;



•

"Janus Henderson" refers to Janus Henderson Group plc, following closing of the merger;



•

"Janus Henderson Amended Articles" refers to the amended Articles of Association of Janus Henderson, following closing of the merger;



•

"Janus Henderson Amended Memorandum" refers to the amended Memorandum of Association of Janus Henderson, following closing of the merger;



•

"Janus Henderson board" refers to the board of directors of Janus Henderson, following closing of the merger;



•

"Janus Henderson Facility" refers to the five-year, $200 million unsecured, multi-currency revolving credit facility entered into by Henderson on February 16, 2017, with Bank of America Merrill Lynch International Limited as agent;

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"Janus Henderson ordinary shares" refers to the ordinary shares, par value $1.50, of Janus Henderson following the merger;



•

"Janus merger proposal" refers to the Janus stockholder proposal to adopt the merger agreement;



•

"Janus MFU Award" refers to a long-term incentive award in the form of cash-based mutual fund units granted under Janus's Mutual Fund Share Investment Plan;



•

"Janus Option" refers to an option to purchase shares of Janus common stock;



•

"Janus PSU Award" refers to an outstanding award of performance stock units in respect of shares of Janus common stock granted under a Janus equity plan whose vesting is conditioned in whole or in part on the satisfaction of performance criteria;



•

"Janus required stockholder approval" refers to the approval of the Janus merger proposal at the Janus special meeting by the affirmative vote of the holders of a majority of all outstanding shares of Janus common stock as of the record date;



•

"Janus Restricted Share Award" refers to an issued and outstanding award of shares of Janus common stock granted under a Janus equity plan that is subject to vesting or other restrictions;



•

"Janus RSU Award" refers to an outstanding award of restricted stock units in respect of shares of Janus common stock granted under a Janus equity plan whose vesting is not conditioned in any part on satisfaction of performance criteria;



•

"Janus special meeting" refers to the special meeting of Janus stockholders, which will be held on April 25, 2017;



•

"Janus stockholders" refers to the holders of Janus common stock;



•

"Jersey Companies Law" refers to the Companies (Jersey) Law 1991, as amended;



•

"JFSC" refers to the Jersey Financial Services Commission;



•

"KCS 401(k) Plan" refers to the Kansas City Southern 401(k) Plan of Janus;



•

"Loeb Spencer House" refers to Loeb Spencer House Partners;



•

"LSE" refers to the London Stock Exchange;



•

"LTIP" refers to the Long-Term Incentive Plan of Henderson;



•

"merger" refers to the merger of Merger Sub with and into Janus, with Janus surviving the merger as a direct and wholly owned subsidiary of Henderson;



•

"merger agreement" refers to the Agreement and Plan of Merger, dated as of October 3, 2016, as it may be amended from time to time, by and among Henderson, Merger Sub and Janus, a copy of which is attached as Annex A to this proxy statement/prospectus;



•

"merger consideration" refers to the right of holders of Janus common stock to receive 4.7190 Henderson ordinary shares (subject to adjustment for the share consolidation) for each share of Janus common stock held by them (plus cash in lieu of any fractional shares based on then prevailing market prices);



•

"Merger Sub" refers to Horizon Orbit Corp., a Delaware corporation and direct and wholly owned subsidiary of Henderson;



•

"MiFID" refers to the EU's Markets in Financial Instruments Directive;



•

"MiFID II" refers to the EU's Markets in Financial Instruments Directive II;



•

"NYSE" refers to the New York Stock Exchange;



•

"OEIC" refers to an open-ended investment company;

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"Official List" refers to the official list maintained by the FCA (acting in its capacity as the UKLA);



•

"outside date" refers to September 30, 2017;



•

"Perennial" refers to Perennial Fixed Interest and Perennial Growth Management;



•

"PFIC" refers to a passive foreign investment company for U.S. federal income tax purposes;



•

"record date" refers to March 15, 2017;



•

"required shareholder approvals" refers collectively to the Janus required stockholder approval and the Henderson required shareholder approvals;



•

"SDRT" refers to the U.K. stamp duty reserve tax;



•

"SEC" refers to the U.S. Securities and Exchange Commission;



•

"Securities Act" refers to the U.S. Securities Act of 1933, as amended;



•

"SFC" refers to the Securities and Futures Commission of Hong Kong;



•

"SFO" refers to the Securities and Futures Ordinance of Hong Kong;



•

"SICAV" refers to société d'investissement à capital variable (investment company with variable capital), an open-ended collective investment scheme in which the amount of capital in the fund varies according to the number of investors;



•

"Skadden" refers to Skadden, Arps, Slate, Meagher & Flom LLP and affiliates;



•

"share consolidation" refers to the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CDI) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger;



•

"share consolidation effective time" refers to the time immediately prior to the effective time of the merger when the Janus Henderson Amended Memorandum implementing the share consolidation will become effective;



•

"STI" refers to the Short-Term Incentive Plan of Henderson;



•

"THRE" refers to TH Real Estate;



•

"U.K." refers to the United Kingdom of Great Britain and Northern Ireland;



•

"U.K. Code" refers to the U.K. Corporate Governance Code issued by the Financial Reporting Council in April 2016;



•

"U.K. Pension Scheme" refers to the Henderson Group Pension Scheme;



•

"UCITS" refers to the Undertakings for Collective Investment in Transferable Securities Directive;



•

"UKLA" refers to the Financial Conduct Authority acting in its capacity as the authority for listing in the U.K.;



•

"U.S." refers to the United States of America;



•

"U.S. GAAP" refers to the U.S. Generally Accepted Accounting Principles;



•

"VAT" refers to value added tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and any other tax of a similar nature whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere;



•

"VIEs" refers to variable interest entities;

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"VREs" refers to voting rights entities;



•

"voting agreement" refers to the Voting and Support Agreement, dated October 3, 2016, by and among Janus, Henderson and Dai-ichi; and



•

"we", "our" and "us" refer to Janus.

CURRENCIES

        In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•

"£", "GBP", and "pound sterling" each refer to the lawful currency of the United Kingdom of Great Britain and Northern Ireland; and



•

"$", "USD" and "U.S. dollar" each refer to the U.S. dollar.

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REFERENCE TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates important business and financial information about Janus from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from Janus at the following addresses and telephone numbers:

JANUS CAPITAL GROUP INC.
151 Detroit Street
Denver, Colorado 80206
+1 (303) 333-3963
Attention: Investor Relations

        Investors may also consult Janus's website for more information concerning the merger described in this proxy statement/prospectus. Janus's website is www.janus.com. Information included on the Janus website is not incorporated by reference into this proxy statement/prospectus.

        If you would like to request any documents, please do so by April 18, 2017 in order to receive them before the Janus special meeting.

        For more information, see "Where You Can Find More Information" beginning on page 300.

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QUESTIONS AND ANSWERS

        The following are some questions that you, as a stockholder of Janus, may have regarding the merger and the other matters being considered at the Janus special meeting, as well as the answers to those questions. Janus urges you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the Janus special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 300.

        Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus does not give effect to the share consolidation described in the section entitled "The Merger—Share Consolidation", beginning on page 144 of this proxy statement/prospectus.

About the Merger

Q:

What is the proposed transaction on which I am being asked to vote?

A:

Janus and Henderson have agreed to the strategic combination of Janus and Henderson under the terms of the merger agreement that is described in this proxy statement/prospectus. Subject to the terms and conditions of the merger agreement, Merger Sub, a Delaware corporation and a direct and wholly owned subsidiary of Henderson, will be merged with and into Janus, with Janus surviving as a direct and wholly owned subsidiary of Henderson, which we refer to as the merger.

As a result of the merger, each issued and outstanding share of Janus common stock, par value $0.01, will be converted into the right to receive 4.7190 Henderson ordinary shares, par value £0.125, plus cash in lieu of any fractional shares based on then prevailing market prices, subject to the following adjustments. Effective immediately prior to the closing of the merger, subject to approval by the Henderson shareholders at the Henderson shareholder meeting, Henderson will implement the share consolidation at a ratio of one Janus Henderson ordinary share (or CDI, as applicable) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding (so that at closing of the merger each Janus stockholder will receive 0.4719 Janus Henderson ordinary shares for each share of Janus common stock). In addition, subject to approval by the Henderson shareholders at the Henderson shareholder meeting, effective upon the date of the Henderson shareholder meeting, the par value of Henderson ordinary shares will be redenominated from pounds sterling into U.S. dollars. Following the redenomination, subject to approval by the Henderson shareholders at the Henderson shareholder meeting, upon completion of certain registration procedures with the Jersey Registrar of Companies, the par value of Henderson ordinary shares will be reduced to ensure that the par value is a round number.

Upon closing of the merger, Henderson will be the parent holding company for the combined group and will be renamed Janus Henderson Group plc, which we refer to as Janus Henderson or the combined company. Upon closing of the merger: (i) shares of Janus common stock will be delisted from the New York Stock Exchange, which we refer to as the NYSE, and shares of Janus common stock will be deregistered under the Exchange Act; and (ii) subject to the Henderson LSE de-listing approval being obtained, Henderson ordinary shares will be delisted from the London Stock Exchange, which we refer to as the LSE. Upon the closing, Janus Henderson ordinary shares will be listed for trading on the NYSE and CHESS Depositary Interests, which we refer to as the CDIs, each representing a beneficial interest in one Janus Henderson ordinary share, will continue to be quoted and traded on the financial market operated by ASX.

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Q:

Why is stockholder approval necessary and who is entitled to vote?

A:

This proxy statement/prospectus serves as the proxy statement through which Janus will solicit proxies to obtain the necessary stockholder approvals for the merger. It also serves as the prospectus by which Henderson will issue its ordinary shares as consideration in the merger.

Janus is holding a special meeting of stockholders, which we refer to as the Janus special meeting, in order to obtain the stockholder approval necessary to adopt the merger agreement. Janus stockholders will also be asked to approve the adjournment of the Janus special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Janus stockholder proposals), to approve, by non-binding advisory vote, the compensation arrangements for Janus's named executive officers in connection with the merger, which compensation is summarized in the table in the section entitled "The Merger—Merger Related Compensation" beginning on page 127, and to approve, by non-binding advisory vote, certain amendments to the Henderson Memorandum of Association and Henderson Articles of Association. The approval of the foregoing compensation arrangements and amendments are not conditions to the completion of the merger and the merger will be consummated regardless of whether one or more of these approvals are obtained.

We will be unable to complete the merger unless, among other things, the Janus stockholders vote to adopt the merger agreement and the Henderson shareholders approve the merger, the Henderson share issuance proposal, the Henderson name change proposal, the Henderson amended articles proposal, the Henderson LSE de-listing proposal and the Henderson permitted dividend proposal.

You are receiving this proxy statement/prospectus because you were a holder of record of Janus common stock as of the close of business on March 15, 2017, the record date for the Janus special meeting, which we refer to as the record date.

This proxy statement/prospectus contains important information about the merger, the merger agreement (which is summarized below in the section entitled "The Merger—Description of the Merger Agreement" and a copy of which is attached as Annex A), the amended Memorandum of Association of Janus Henderson, which we refer to as the Janus Henderson Amended Memorandum, and the amended Articles of Association of Janus Henderson, which we refer to as the Janus Henderson Amended Articles (which are summarized below in the section entitled "Description of Janus Henderson Ordinary Shares and Janus Henderson Amended Articles of Association" and forms of which are attached as Annex B), and the Janus special meeting. You should read this information carefully and in its entirety.

The enclosed voting materials also allow you to vote your shares of Janus common stock without attending the Janus special meeting. Your vote is very important and we encourage you to submit your proxy as soon as possible.

Q:

What will Janus stockholders receive in the merger?

A:

If the merger is completed, pursuant to the merger agreement, Janus stockholders will be entitled to receive 4.7190, which we refer to as the exchange ratio, Henderson ordinary shares for each share of Janus common stock they hold at the effective time, which we refer to as the merger consideration. Effective immediately prior to the closing of the merger, subject to approval by the Henderson shareholders at the Henderson shareholder meeting, Henderson will implement the share consolidation at a ratio of one Janus Henderson ordinary share (or CDI, as applicable) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding (so that at closing of the merger each Janus stockholder will receive 0.4719 Janus Henderson ordinary shares for each share of Janus common stock). Janus stockholders will not receive any fractional Henderson ordinary

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shares in the merger. Instead, Janus stockholders will receive cash in lieu of any fractional Henderson ordinary shares, that they would otherwise have been entitled to receive, based on then prevailing market prices.

Q:

What will Henderson shareholders receive in the merger?

A:

If the merger is completed, Henderson shareholders will continue to hold their Janus Henderson ordinary shares or CDIs, as applicable, and will not receive any consideration in the merger.

Q:

What equity stake will former Janus stockholders and former Henderson shareholders hold in Janus Henderson?

A:

Under the merger agreement and pursuant to the exchange ratio, based on Henderson's and Janus's respective fully diluted shares as of the signing date, it is expected that Henderson shareholders and Janus stockholders will own approximately 57% and 43%, respectively, of the combined company's ordinary shares immediately following the effective time excluding any dilutative instruments issued to Dai-ichi in connection with the merger.

Q:

How do I calculate the value of the merger consideration?

A:

On September 30, 2016, the last trading day prior to the public announcement of the merger, for Henderson ordinary shares, the closing price on the LSE was 232.00 pence per share and, for shares of Janus common stock, the closing price on the NYSE was $14.01 per share. On September 30, 2016, the exchange rate for pounds sterling was $1.2972 per pound sterling as reported by Bloomberg. The implied value of the merger consideration payable in respect of each share of Janus common stock was 1,094.81 pence, or $14.20 in dollar equivalent. The total merger consideration as of the date immediately prior to the public announcement of the merger, based on 179,762,551 diluted shares of Janus common stock, was $2,552,960,673.

On December 31, 2016, for Henderson ordinary shares, the closing price on the LSE was 235.60 pence per share and, for shares of Janus common stock, the closing price on the NYSE was $13.27 per share. On December 31, 2016, the exchange rate for pounds sterling was $1.2340 per pound sterling as reported by Bloomberg. The implied value of the merger consideration payable in respect of each share of Janus common stock was 1,111.80 pence, or $13.72 in dollar equivalent. The total merger consideration as of December 31, 2016, based on 180,253,742 diluted shares of Janus common stock, was $2,473,003,394.

On March 17, 2017, the latest practicable date before the date of this proxy statement/prospectus, for Henderson ordinary shares, the closing price on the LSE was 231.00 pence per share and, for shares of Janus common stock, the closing price on the NYSE was $12.82 per share. On March 17, 2017, the exchange rate for pounds sterling was $1.2376 per pound sterling as reported by Bloomberg. The implied value of the merger consideration payable in respect of each share of Janus common stock was 1,090.09 pence, or $13.49 in dollar equivalent. The total merger consideration as of March 17, 2017, based on 179,560,968 diluted shares of Janus common stock, was $2,422,446,509.

We urge you to obtain current market quotations and currency exchange rates before voting your shares of Janus common stock.

The merger agreement does not contain any provision that would adjust the exchange ratio based on fluctuations in the market value of either the Janus common stock or Henderson ordinary shares or currency exchange rates between the signing date and the effective time. Because of this, the implied value of consideration to the Janus stockholders may fluctuate between now and closing of the merger. The value of the consideration to Janus stockholders will depend on the

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market value of Henderson ordinary shares at the time the merger is completed and on currency exchange rates. However, the merger agreement provides that the merger consideration will be adjusted appropriately to reflect the effect of any stock/share split, reverse stock split, share consolidation (including the share consolidation), share subdivision, share bonus issue or stock/share dividend (including any dividend or distribution of securities convertible into the Henderson ordinary shares or Janus common stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of Henderson ordinary shares or shares of Janus common stock issued and outstanding after October 3, 2016 and prior to the effective time.

Q:

What do I need to do now to receive the merger consideration?

A:

After the merger is completed, Janus stockholders will each receive from the exchange agent instructions on how to surrender their book-entry shares in exchange for the merger consideration.

Q:

After the merger, where can I trade my Janus Henderson ordinary shares?

A:

It is a condition to the closing of the merger that the Janus Henderson ordinary shares will be approved for listing on the NYSE. At and as of the closing of the merger, it is expected that the Janus Henderson ordinary shares will be traded on the NYSE under the ticker symbol "JHG".

Subject to the Henderson LSE de-listing approval being obtained, Janus Henderson ordinary shares will not be traded on the LSE following the closing of the merger, but interests in Janus Henderson ordinary shares will continue to be quoted and traded on the financial market operated by ASX in the form of CDIs under the ticker symbol "HGG" for a short period of time following closing of the merger and then under the new ticker symbol "JHG".

Q:

Will I still be paid dividends prior to the merger?

A:

Janus has declared and paid to Janus stockholders quarterly cash dividends of US$0.11 and US$0.11 per share of Janus common stock for the third and fourth quarter of 2016, respectively. Janus also currently expects to declare and pay a dividend in respect of the first quarter of 2017 to Janus stockholders prior to closing of the merger.

Q:

Will I still be paid dividends after the merger?

A:

Janus Henderson is expected to continue to follow a progressive dividend policy, increasing the dividend broadly in-line with growth in adjusted operating income over the medium term and with a pay-out ratio consistent with Henderson's past practice. Following the closing of the merger, it is intended that Janus Henderson will declare dividends on a quarterly basis beginning with the second quarter of 2017.

However, the amount of dividends, if any, that are declared or paid to Janus Henderson shareholders in periods after closing of the merger cannot yet be determined and will depend on a number of factors. The Janus Henderson board will have sole discretion to determine whether any interim dividends will be declared, the amount of any such interim dividend, the amount of any final dividend recommended to its shareholders (which may be paid subject to the approval of Janus Henderson shareholders by way of an ordinary resolution) and when any dividend will be paid. We expect that such determination would be based on a number of considerations, including, but not limited to, Janus Henderson's results of operations, capital management plans, the market price of Janus Henderson ordinary shares, the combined company's access to capital markets, as well as legal requirements, industry practice and other factors deemed relevant by the Janus Henderson board. There can be no assurance that Janus Henderson shareholders will receive or be entitled to dividends commensurate with the historical dividends of Janus or Henderson. For a

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further discussion of the risks related to the payment of dividends after the merger, see "Risk Factors—Risks Related to the Merger" beginning on page 71.

Q:

Who will serve as the directors and senior officers of the combined company?

A:

Under the terms of the merger agreement, at the effective time, the Janus Henderson board will consist initially of 12 directors. Six of the 12 directors will be persons that are current directors of Henderson: Andrew Formica, the current Chief Executive of Henderson, Richard Gillingwater, the current Chairman of Henderson, who will serve as Chairman of the Janus Henderson board, Sarah Arkle, Kalpana Desai, Kevin Dolan, and Angela Seymour-Jackson. Six of the 12 directors will be persons that are current directors of Janus: Richard Weil, the current Chief Executive Officer of Janus, Glenn Schafer, the current Chairman of Janus, who will serve as Deputy Chairman of the Janus Henderson board, Jeff Diermeier, Eugene Flood Jr., Larry Kochard and Tatsusaburo Yamamoto. Dai-ichi is entitled to nominate a director to the Janus Henderson board pursuant to the terms of the amended investment and cooperation agreement, whom we refer to as the Dai-ichi Representative. Mr. Yamamoto is the initial Dai-ichi Representative. Not less than four directors designated by each of Henderson and Janus will be "independent" in accordance with the standards of the NYSE and the Corporate Governance Principles and Recommendations issued by the ASX Corporate Governance Council in March 2014, which we refer to as the ASX Principles.

Under the terms of the merger agreement, at the effective time, Andrew Formica and Richard Weil each will become co-Chief Executive Officer of Janus Henderson. Also at the effective time, the individuals set forth below will become executive officers of Janus Henderson, serving in the respective offices set forth beside each individual's name below. The executive officers, together with the co-Chief Executive Officers, will constitute the executive committee of Janus Henderson.

•

Enrique Chang, Global Chief Investment Officer

•

Phil Wagstaff, Global Head of Distribution

•

Bruce Koepfgen, Head of North America

•

Rob Adams, Head of Asia Pacific

•

Jennifer McPeek, Chief Operating and Strategy Officer

•

Roger Thompson, Chief Financial Officer

•

David Kowalski, Chief Risk Officer

•

Jacqui Irvine, Group General Counsel and Company Secretary

Q:

Who is the exchange agent for the merger?

A:

Computershare Inc., is the exchange agent.

Q:

When do you expect the merger to be completed?

A:

Janus and Henderson are currently anticipating closing of the merger on May 30, 2017. However, the merger is subject to certain conditions, and it is possible that the merger will be completed at a later time, or not at all. For additional information on the regulatory approvals and clearances required to complete the merger, see the section entitled "The Merger—Regulatory Approvals" beginning on page 142. For additional information on the conditions to closing of the merger, see the section entitled "The Merger—Description of the Merger Agreement—Conditions to Closing of the Merger" beginning on page 160.

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Q:

What effects will the merger have on Janus and Henderson?

A:

Upon closing of the merger, Janus will cease to have its common stock traded publicly. Merger Sub will merge with and into Janus, with Janus surviving the merger as a direct and wholly owned subsidiary of Henderson. Following closing of the merger, the registration of the Janus common stock and the reporting obligations of Janus with respect to its common stock under the Exchange Act will be terminated. In addition, upon closing of the merger, shares of Janus common stock will no longer be listed on the NYSE or any other stock exchange or quotation system. Although current Janus stockholders will no longer be stockholders of Janus, they will have an indirect interest in Janus through their ownership of Janus Henderson ordinary shares. Subject to the Henderson LSE de-listing approval being obtained, upon closing of the merger, Henderson ordinary shares will be delisted from the LSE and the Janus Henderson ordinary shares will be listed on the NYSE. In addition, the Janus Henderson CDIs will continue to be quoted and traded on the financial market operated by ASX.

Q:

What are the implications to Janus stockholders of Henderson being a "foreign private issuer"?

A:

Following completion of the merger, Janus Henderson will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Notwithstanding the fact that Janus Henderson will be a foreign private issuer, Janus Henderson intends to file its annual report on Form 10-K and, starting with closing of the merger, to file quarterly reports on Form 10-Q and current reports on Form 8-K. As a foreign private issuer, Janus Henderson would be required to file an annual report on Form 20-F and to furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Janus Henderson. In addition, as a foreign private issuer, Janus Henderson will be exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, and will not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Janus Henderson's officers, directors and principal stockholders will be exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Janus Henderson ordinary shares. If Janus Henderson loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States.

Q:

What are the conditions to the closing of the merger?

A:

In addition to the adoption of the merger agreement by the Janus stockholders, the closing of the merger is subject to the satisfaction or waiver of a number of other conditions, including:

•

the approval of (i) the merger by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (ii) the Henderson share issuance proposal by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (iii) the Henderson amended articles proposal by the affirmative vote of two-thirds of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (iv) the Henderson name change proposal by the affirmative vote of two-thirds of the Henderson shareholders voting (in person or represented by proxy) at the Henderson shareholder meeting, (v) the Henderson permitted dividend proposal by the affirmative vote of a majority of the Henderson shareholders voting (in person or represented by proxy) at the Henderson annual general shareholder meeting and (vi) the Henderson LSE de-listing proposal by the affirmative vote of three-fourths of the Henderson shareholders voting

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(in person or represented by proxy) at the Henderson shareholder meeting (resolutions relating to items (i) to (iv) (inclusive) and item (vi) above, and the approval of the share consolidation at the Henderson shareholder meeting are inter-conditional, which means that for any of them to take effect, they must all be passed);

•

if the Henderson shareholder de-listing approval is not obtained and the relevant condition is waived by Henderson and Janus, the re-admission of all of the Henderson ordinary shares to listing on the FCA's Official List, which we refer to as the Official List, and to trading on the LSE's main market for listed securities;



•

the receipt of certain regulatory approvals and clearances, including (i) the termination or expiration of any applicable waiting period under the HSR Act, (ii) approval from the Financial Industry Regulatory Authority, Inc., which we refer to as FINRA, pursuant to NASD Rule 1017 in connection with the merger, (iii) the required approval from the FCA, pursuant to Section 189(4)(a) of the Financial Services and Markets Act 2000, which we refer to as FSMA, (iv) the approval by the Jersey Financial Services Commission, which we refer to as the JFSC, of this proxy statement/prospectus, the registration statement of which this proxy statement/prospectus forms a part and any other relevant document deemed to be a prospectus pursuant to the Jersey Companies Law, and the issue by the JFSC of any consent required pursuant to the Control of Borrowing (Jersey) Order 1958 for Henderson to lawfully assume the Janus awards and plans, and (iv) consents, non-objections and/or approvals from the applicable governmental authorities in Canada, Hong Kong, Ireland, Singapore, Switzerland, and, if applicable, Australia, India and Jersey and certain other non-U.S. jurisdictions, as well as obtaining approvals, consents and/or non-objections from the applicable governmental authorities in Jersey, Switzerland and, if applicable, Ireland necessary in connection with the transactions contemplated by the Dai-ichi agreements;



•

approval by the boards of trustees and shareholders of Janus-advised U.S. mutual funds of new investment advisory agreements with Janus to take effect at the closing of the merger representing at least 67.5% of the assets under management of those funds as of September 30, 2016;



•

the absence of certain governmental restraints or prohibitions preventing the consummation of the merger;



•

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the absence of any stop order or proceeding seeking a stop order; and



•

the approval for listing by the NYSE of the Henderson ordinary shares to be issued in connection with the merger, subject to official notice of issuance.


For additional information on the regulatory approvals and clearances required to complete the merger, see the section entitled "The Merger—Regulatory Approvals" beginning on page 142. For additional information on the conditions to closing of the merger, see the section entitled "The Merger—Description of the Merger Agreement—Conditions to Closing of the Merger" beginning on page 160.

Q:

What will happen to outstanding Janus equity awards in the merger?

A:

The merger agreement generally provides for the conversion of Janus Options, Janus RSU Awards, Janus PSU Awards and Janus Restricted Share Awards into corresponding awards for a number of Janus Henderson ordinary shares, determined by multiplying the number of shares of Janus common stock subject to each Janus award by the exchange ratio (subject to adjustment to account for the share consolidation). The exercise price of the Janus Options following the conversion will be determined by dividing the per-share exercise price of the Janus Options by the exchange ratio,

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as adjusted to give effect to the share consolidation. The converted Janus equity awards will generally be subject to the same terms and conditions as the original Janus equity awards. For additional information on the treatment of Janus equity awards, see the section entitled "The Merger—Description of the Merger Agreement—Merger Consideration" beginning on page 146.

Q:

What will happen to the Janus Employee Stock Purchase Plan in the merger?

A:

The merger agreement generally provides that each outstanding award under Janus's Employee Stock Purchase Plan, which we refer to as the Janus ESPP, will be converted at the effective time into corresponding awards for a number of Janus Henderson ordinary shares on the same basis as the Janus Options, provided that Janus and Henderson will cooperate prior to the effective time to determine whether different treatment of the Janus ESPP is appropriate, which treatment may include termination of the Janus ESPP at the effective time of the merger. For additional information on the treatment of Janus equity awards, see the section entitled "The Merger—Description of the Merger Agreement—Merger Consideration" beginning on page 146.

Q:

Are there any risks relating to the merger, Janus's business or the combined business that I should consider?

A:

Yes. There are risks associated with all mergers. These risks are discussed in more detail in the section entitled "Risk Factors" beginning on page 50 and you should also refer to the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 49.

Q:

Are Janus stockholders entitled to appraisal rights?

A:

No. Under the General Corporation Law of the State of Delaware, which we refer to as the DGCL, no appraisal rights are available to Janus stockholders in connection with the merger.

Q:

Will Janus still have an annual stockholders' meeting in 2017?

A:

Janus does not expect to hold an annual stockholders' meeting in 2017 while the merger is pending, and it currently plans to delay its 2017 annual stockholders' meeting and only hold an annual meeting in 2017 if the merger is terminated.

Q:

What are the U.S. federal income tax consequences of the merger to U.S. holders of shares of Janus common stock?

A:

The parties intend the merger to be treated as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. In addition, provided that the fair market value of Henderson, at the time of the merger, equals or exceeds the fair market value of Janus, as specially determined for purposes of section 367 of the Code, the parties intend that the merger should not be subject to section 367(a)(1) of the Code.

Assuming that the merger is so treated, if you are a U.S. holder of Janus common stock and you exchange all of your Janus common stock for Henderson ordinary shares in the merger, you should not recognize any gain or loss with respect to your Janus common stock, except to the extent of any cash you may receive in lieu of a fractional share.

If section 367(a)(1) of the Code were to apply to the merger, however, which cannot be determined definitively until the closing of the merger, a U.S. holder of Janus common stock would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value, as of the closing date of the merger, of Henderson ordinary shares received in the merger plus cash received in lieu of fractional shares, over such U.S. holder's basis in the shares of Janus common stock surrendered by the U.S. holder in the merger. Any gain so recognized would

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generally be long-term capital gain if the U.S. holder had held the Janus common stock for more than one year at the time the merger is completed. See "Risk Factors—Risks Relating to Taxes—The merger may fail to qualify as a reorganization within the meaning of section 368(a) of the Code or may be subject to section 367(a)(1) of the Code, potentially causing U.S. holders of Janus common stock to recognize taxable gain" beginning on page 66.

Janus has requested that Skadden render its opinion to Janus, which will be dated on or after the closing date of the merger and be based on certain facts, representations, covenants, and assumptions, that the merger should be treated as a tax-free reorganization under section 368(a) of the Code and that section 367(a)(1) should not apply to the merger. Whether such opinion can be given will depend on the facts as of the closing date. Moreover, if such opinion is rendered, there can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will agree with the conclusions expressed therein. The obligation of Janus and Henderson to consummate the merger, however, is not conditioned upon the receipt of such opinion from Skadden or any other counsel, nor have the parties applied for a ruling from the IRS.

For a more complete description of the U.S. federal income tax consequences of the merger, please see the section entitled "The Merger—U.S., U.K. and Jersey Tax Considerations—U.S. Federal Income Tax Considerations for U.S. Holders" beginning on page 131.

Q:

What are the U.S. federal income tax consequences of the merger to U.S. holders of Henderson ordinary shares?

A:

So long as section 7874 of the Code is not applicable to the merger, there are no U.S. federal income tax consequences of the merger to U.S. holders of Henderson ordinary shares unless they also hold Janus common stock. If section 7874 of the Code were to apply, there would be an indirect impact on Henderson shareholders because Janus Henderson could be treated as a U.S. corporation and therefore could be liable for substantial U.S. federal income tax on its operations and income following the merger. In addition, non-U.S. shareholders could be subject to U.S. withholding tax on the gross amount of any dividends paid by Janus Henderson to such shareholders. Finally, the ability to use tax attributes to offset certain income may be limited.

Based on currently available data, the parties do not expect section 7874 to apply to the merger, although this conclusion cannot be made definitively until the closing of the merger.

For a more complete description of section 7874 and the U.S. federal income tax consequences of the merger for U.S. holders of Henderson ordinary shares, please see the sections entitled "Risk Factors—Risks Relating to Taxes—The IRS may not agree with the conclusion that Janus Henderson is to be treated as a foreign corporation for U.S. federal income tax purposes following the merger or may assert that Janus Henderson is subject to certain adverse consequences for U.S. federal income tax purposes following the merger" beginning on page 64 and "The Merger—U.S., U.K. and Jersey Tax Considerations—U.S. Federal Income Tax Considerations for U.S. Holders" beginning on page 131.

About the Special Meeting

Q:

When and where will the Janus special meeting be held?

A:

The Janus special meeting will be held at JW Marriott Hotel, 150 Clayton Lane, Denver, Colorado on April 25, 2017, 10:00 a.m. (local time).

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Q:

Who is entitled to vote at the Janus special meeting?

A:

Only holders of record of Janus common stock at the close of business on March 15, 2017, the record date for voting at the Janus special meeting, are entitled to vote at the Janus special meeting.

Q:

How can I attend the Janus special meeting?

A:

All stockholders will need proof of ownership of shares in Janus, and may be asked to present a form of personal photo identification, in order to be admitted to the Janus special meeting. In addition, if your shares are held in the name of your broker, bank, or other nominee and you wish to attend the Janus special meeting, you must bring an account statement or letter from the broker, bank, or other nominee indicating that you were the owner of the shares on the record date.

Q:

What proposals will be considered at the Janus special meeting?

A:

At the Janus special meeting, Janus stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which we refer to as the Janus merger proposal, (ii) a non-binding, advisory proposal to approve the compensation that may become payable to Janus's named executive officers in connection with the consummation of the merger, which we refer to as the Janus compensation proposal, (iii) (A) a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association implementing the share consolidation of Henderson ordinary shares at a ratio of one new Janus Henderson ordinary share (or CDI) for every 10 Henderson ordinary shares (or CDIs, as applicable) outstanding, to be implemented effective upon the closing of the merger, (B) a non-binding, advisory proposal to approve an amendment to the Henderson Memorandum of Association increasing the authorized share capital of the company from £274,363,847.00 to $720,000,000, (C) a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing preemptive rights for Janus Henderson shareholders on new issuances of Janus Henderson ordinary shares, (D) a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association removing the requirement that the Janus Henderson board seek the approval of Janus Henderson shareholders to issue Janus Henderson ordinary shares and (E) a non-binding, advisory proposal to approve an amendment to the Henderson Articles of Association requiring directors of Janus Henderson to be re-elected at each annual Janus Henderson shareholder meeting, which we refer to as the amendment proposals, and (iv) a proposal to adjourn the Janus special meeting, if necessary or appropriate, to obtain additional proxies if there are not sufficient votes to approve the Janus merger proposal, which we refer to as the Janus adjournment proposal. Janus will transact no other business at its special meeting except such business as may properly be brought before the Janus special meeting or any adjournment or postponement thereof.

Q:

How does the Janus board recommend that I vote?

A:

The Janus board unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of Janus and its stockholders.

The Janus board unanimously recommends that the Janus stockholders vote:

•

"FOR" the Janus merger proposal;

•

"FOR" the Janus compensation proposal;

•

"FOR" each of the amendment proposals; and

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•

"FOR" the Janus adjournment proposal.

Q:

How do I vote?

A:

If you are a holder of record of Janus common stock as of the close of business on the record date for the Janus special meeting, you may vote in person by attending the applicable special meeting or, to ensure your shares are represented at the applicable meeting, you may vote by:

•

accessing the Internet website specified on your proxy card;

•

calling the toll-free number specified on your proxy card; or

•

marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If your shares are held in street name, through a broker, bank, trustee or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

Q:

How do I vote shares of Janus common stock I hold through the Employee Stock Ownership Plan and/or the Kansas City Southern 401(k) Plan?

A:

Each participant in the Employee Stock Ownership Plan of Janus, which we refer to as the Janus ESOP, and the Kansas City Southern 401(k) Plan, which we refer to as the KCS 401(k) Plan, may instruct the respective trustees of these plans on how to vote the shares of Janus common stock held on behalf of the participant under such plans. The trustee of each plan must receive your voting instructions for the common stock allocated to your Janus ESOP or KCS 401(k) Plan account before April 21, 2017. If the trustee for the Janus ESOP or the KCS 401(k) Plan does not receive your voting instructions before April 21, 2017, it will vote those shares, subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, in the same proportion as the voting instructions that it receives from other Janus ESOP or KCS 401(k) Plan account holders (as applicable).

Q:

If I am a Janus stockholder and my shares are represented by physical stock certificates, should I send in my stock certificates now?

A:

No. After the merger is completed, you will receive a transmittal form with instructions for the surrender of your Janus stock certificates. Please do not send in your stock certificates with your proxy card.

Q:

What is a "broker non-vote"?

A:

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote "uninstructed" shares (i.e., shares held of record by banks, brokerage firms or other nominees but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. "Non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation) and certain corporate governance proposals, even if management-supported. A "broker non-vote" occurs on an item when (i) a broker, nominee or intermediary has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the broker, nominee or intermediary with such instructions. Because none of the proposals to be voted on at the Janus

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special meeting are routine matters for which brokers may have discretionary authority to vote, Janus does not expect there to be any broker non-votes at the Janus special meeting.

Q:

What vote is required to approve each Janus proposal?

A:

Proposal to Adopt the Merger Agreement by Janus Stockholders.    Approving the Janus merger proposal requires the affirmative vote of a majority of the outstanding shares of Janus common stock entitled to vote on the Janus merger proposal. Accordingly, a Janus stockholder's failure to submit a proxy card or to vote in person at the Janus special meeting, an abstention from voting, or a broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

Proposal Regarding Certain Merger-Related Executive Compensation Arrangements.    In accordance with Section 14A of the Exchange Act, Janus is providing stockholders with the opportunity to approve, by non-binding advisory vote, compensation payments for Janus's named executive officers in connection with the merger. Approving the Janus compensation proposal, on a non-binding advisory basis, requires the affirmative vote of a majority of Janus stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting. Accordingly, abstentions of Janus stockholders present (in person or represented by proxy) at the Janus special meeting will have the same effect as a vote "AGAINST" the Janus compensation proposal. A Janus stockholder's failure to submit a proxy card will have no effect on the Janus compensation proposal. A Janus stockholder who attends the Janus special meeting but does not vote will have the same effect as a vote "AGAINST" the Janus compensation proposal.

Proposals Regarding Certain Amendments to the Henderson Memorandum of Association and Henderson Articles of Association.    Approving each of the amendment proposals, on a non-binding advisory basis, requires the affirmative vote of a majority of Janus stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting. Accordingly, abstentions of Janus stockholders present (in person or represented by proxy) at the Janus special meeting will have the same effect as a vote "AGAINST" each of the amendment proposals. A Janus stockholder's failure to submit a proxy card will have no effect on the amendment proposals. A Janus stockholder who attends the Janus special meeting but does not vote will have the same effect as a vote "AGAINST" each of the amendment proposals.

Proposal to Adjourn the Janus special meeting by Janus stockholders.    Approving the Janus adjournment proposal (if necessary or appropriate to obtain additional proxies if there are not sufficient votes to adopt the merger agreement) requires the affirmative vote of a majority of Janus stockholders present, in person or represented by proxy, and entitled to vote at the Janus special meeting. Accordingly, abstentions of Janus stockholders present (in person or represented by proxy) at the Janus special meeting will have the same effect as a vote "AGAINST" the Janus compensation proposal.

Q:

How many votes do I have?

A:

You are entitled to cast one vote for each share of Janus common stock that you owned as of the close of business on the record date for the Janus special meeting. As of the close of business on March 15, 2017, there were 184,297,796 shares of Janus common stock issued and outstanding entitled to vote at the Janus special meeting.

Q:

Do the Janus stockholders have to vote on the Janus merger proposal at the Janus special meeting if the Janus board has changed its recommendation of the Janus merger proposal?

A:

Yes. Unless the merger agreement is terminated before the Janus special meeting, Janus will notify the Janus stockholders before the Janus special meeting if the Janus board has changed its

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recommendation with respect to the adoption of the merger agreement, and the Janus stockholders will be asked to vote on such adoption even if the Janus board has so changed its recommendation.

Q:

What will happen if I am present at the Janus special meeting, in person or by proxy, and I fail to vote or I abstain from voting?

A:

Proposal to Adopt the Merger Agreement by Janus stockholders.    If you are a Janus stockholder and fail to vote, fail to instruct a broker or other nominee to vote, or abstain, it will have the same effect as a vote "AGAINST" the Janus merger proposal.

Proposal Regarding Certain Merger-Related Executive Compensation Arrangements.    If you are a Janus stockholder present at the Janus special meeting (in person or represented by proxy) and fail to vote or abstain, it will have the same effect as a vote "AGAINST" the Janus compensation proposal.

Proposals Regarding Certain Amendments to the Henderson Memorandum of Association and Henderson Articles of Association.    If you are a Janus stockholder present at the Janus special meeting (in person or represented by proxy) and fail to vote or abstain, it will have the same effect as a vote "AGAINST" each of the amendment proposals.

Proposal to Adjourn the Janus special meeting by Janus stockholders.    If you are a Janus stockholder present at the Janus special meeting (in person or represented by proxy) and fail to vote or abstain, it will have the same effect as a vote "AGAINST" the Janus adjournment proposal.

Q:

What constitutes a quorum?

A:

A quorum of stockholders is necessary to transact business at the Janus special meeting. A quorum exists if the holders of at least a majority of the shares of Janus common stock entitled to vote are present either in person or represented by proxy at the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum exists. Because none of the proposals to be voted on at the Janus special meeting are routine matters for which brokers may have discretionary authority to vote, Janus does not expect any broker non-votes at the Janus special meeting.

Q:

If my shares are held in "street name" by my broker, will my broker automatically vote my shares for me?

A:

No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee, that is, in "street name", your broker, bank, trust company or other nominee cannot vote your shares on "non-routine" matters without instructions from you. You should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions provided by your broker, bank, trust company or other nominee to you. Please check the voting form used by your broker, bank, trust company or other nominee.

If you are a Janus stockholder and you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy, your shares of Janus common stock will be counted for purposes of determining a quorum at the Janus special meeting, but will not be voted on any proposal on which your broker, bank, trust company or other nominee does not have discretionary authority.

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Q:

What will happen if I return my proxy card without indicating how to vote?

A:

If you are a registered holder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Janus board.

Please note that you may not vote shares held in street name by returning a proxy card directly to Janus, or by voting in person at the Janus special meeting unless you provide a "legal proxy", which you must obtain from your broker, bank, trust company or other nominee.

If you are a Janus stockholder and you do not instruct your broker on how to vote your shares of Janus common stock, your broker may not vote your shares of Janus common stock, which will have the same effect as a vote "AGAINST" the Janus merger proposal but will have no effect on the Janus compensation proposal, the amendment proposals or the Janus adjournment proposal, assuming a quorum is present. However, because none of the proposals to be voted on at the Janus special meeting are routine matters for which brokers may have discretionary authority to vote, Janus does not expect any broker non-votes at the Janus special meeting.

Q:

Can I change my vote after I have returned a proxy or voting instruction card?

A:

Yes. You can change your vote or revoke your proxy at any time before it is exercised at the Janus special meeting by doing any of the following:

•

Deliver a written notice of revocation to the General Counsel and Secretary, Janus Capital Group Inc., 151 Detroit Street, Denver, Colorado 80206 by 5:00 p.m. Denver time on April 24, 2017.

•

Complete, sign, and timely submit a new proxy card with a later date.

•

Timely submit a proxy with new voting instructions using the telephone or Internet voting system.

•

Vote in person at the Janus special meeting.

Your attendance at the special meeting in and of itself will not revoke any proxy.

Q:

Are any Janus stockholders already committed to vote in favor of any of the special meeting proposals?

A:

Under a voting and support agreement with Dai-ichi and Henderson, which we call the "voting agreement," Dai-ichi has agreed to vote all of its shares of Janus common stock in favor of the Janus merger proposal and have granted to Henderson a proxy to vote its shares in favor of the Janus merger proposal. As of March 15, 2017, Dai-ichi beneficially owned (with sole or shared voting power) 36,382,545 shares, or 19.74%, of the Janus common stock outstanding and entitled to vote at the special meeting. For more information, see "Dai-ichi Agreements" beginning on page 167.

Q:

What happens if I transfer my Janus common stock before the Janus special meeting?

A:

The record date for the Janus special meeting is earlier than both the date of the Janus special meeting and the date that the merger is expected to be completed. If you transfer your shares of Janus common stock after the record date but before the Janus special meeting, you will retain your right to vote at the Janus special meeting. However, in order to receive the merger consideration you must hold your shares of Janus common stock through the closing of the merger.

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Q:

Who is the inspector of election?

A:

The Janus board has appointed David W. Grawemeyer, Amy J. Stefonick and Broadridge Financial Services to act as inspectors of election at the Janus special meeting.

Q:

Where can I find the voting results of the Janus special meeting?

A:

The preliminary voting results are expected to be announced at the Janus special meeting. In addition, within four business days following certification of the final voting results, Janus intends to furnish on Form 8-K the final voting results of its special meeting with the SEC.

Q:

What will happen if the Janus merger proposal to be considered at the Janus special meeting is not approved?

A:

As a condition to the closing of the merger, Janus stockholders must approve the Janus merger proposal. Closing of the merger is not conditioned or dependent on approval of any of the other proposals to be considered at the Janus special meeting. Under specified circumstances, Janus or Henderson may be required to pay to, or be entitled to receive from, the other party, a fee with respect to termination of the merger agreement, see "The Merger—Description of the Merger Agreement—Expenses and Termination Fees" beginning on page 163.

Q:

Why are Janus stockholders being asked to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Janus's named executive officers in connection with the closing of the merger?

A:

The rules promulgated by the SEC under Section 14A of the Exchange Act require Janus to seek a non-binding, advisory vote with respect to certain compensation that may be paid or become payable to Janus's named executive officers in "Janus Proposal 2: The Janus Compensation Proposal" beginning on page 173.

Q:

What will happen if Janus stockholders do not approve, on a non-binding advisory basis, the payments to Janus's named executive officers in connection with the closing of the merger?

A:

The votes on the Janus compensation proposal are votes separate and apart from the votes on the Janus merger proposal. Accordingly, Janus stockholders may vote in favor of the Janus merger proposal and not in favor of the Janus compensation proposal, or vice versa. Approval of the Janus compensation proposal is not a condition to consummation of the merger, and it is advisory in nature only, meaning it will not be binding on Janus.

Q:

Why are Janus stockholders being asked to approve, on a non-binding advisory basis, the amendments to the Henderson Memorandum of Association and Henderson Articles of Association?

A:

Each stockholder of Janus will become a shareholder of Janus Henderson upon completion of the merger and the ordinary shares of Janus Henderson received by the Janus stockholders will be governed by the Janus Henderson Amended Memorandum and Janus Henderson Amended Articles. Accordingly, Janus stockholders are being provided the opportunity to cast a non-binding advisory vote on several of the amendments to the Henderson Memorandum of Association and Henderson Articles of Association. As an advisory vote, none of these proposals is binding upon Janus or Henderson (or Janus Henderson), and approval of these proposals is not a condition to completion of the merger. However, Janus seeks the support of Janus stockholders and believes that stockholder support is appropriate because the Janus stockholders will become Janus Henderson shareholders upon completion of the merger. Accordingly, holders of Janus common stock are being asked to vote on the non-binding amendment proposals.

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For more information on the existing rights of Janus stockholders and their post-merger rights as shareholders of Janus Henderson, please see "Comparison of Rights of Holders Janus Henderson Ordinary Shares and Shares of Janus Common Stock" beginning on page 274 and "Description of Janus Henderson Ordinary Shares and Janus Henderson Amended Articles of Association" beginning on page 218.

Q:

What will happen if Janus stockholders do not approve, on a non-binding advisory basis, any of the amendments to the Henderson Memorandum of Association or Henderson Articles of Association?

A:

Approval by Janus stockholders of the amendment proposals is not a condition to completion of the merger. The votes by Janus stockholders with respect to the amendment proposals are advisory and will not be binding on Janus or Henderson (or Janus Henderson). If Henderson's shareholders approve the Janus Henderson Amended Memorandum and Janus Henderson Amended Articles, the Janus Henderson Amended Memorandum and Janus Henderson Amended Articles will be effective upon completion of the merger. See "Janus Proposals 3 through 7: The Amendment Proposals" beginning on page 174.

Q:

What do I need to do now?

A:

Carefully read and consider the information contained in, and incorporated by reference into, this proxy statement/prospectus, including its annexes.

If you are a holder of record, in order for your shares to be represented at the Janus special meeting, you must:

•

attend the Janus special meeting in person;

•

vote through the Internet or by telephone by following the instructions included on your proxy card; or

•

indicate on the enclosed proxy card how you would like to vote, sign and return the proxy card in the accompanying pre-addressed postage paid envelope.

If you hold your shares in street name, in order for your shares to be represented at the Janus special meeting, you should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions provided to you by your broker, bank, trust company or other nominee.

Q:

Who can help answer my questions?

A:

Janus stockholders who have questions about the merger agreement, the merger or the other matters to be voted on at the Janus special meeting, who need assistance submitting their proxy or voting shares or who desire additional copies of this proxy statement/prospectus or additional proxy cards should contact:

Contact info for Janus Proxy Solicitor
Georgeson LLC
Telephone: Toll Free: 888-565-5423
Email: Januscapital@Georgeson.com