SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Henderson Group plc
(Exact Name of Registrant as Specified in Its Charter)
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Jersey, Channel Islands |
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Not Applicable |
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(State of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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201 Bishopsgate
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N/A |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
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Ordinary Shares, par value $1.50 per share |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x :
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
Securities Act registration statement file number to which this form relates: 333-216824
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1: Description of Registrant’s Securities to be Registered
Henderson Group plc (the “Registrant”) hereby incorporates by reference the description of its ordinary shares, par value $1.50 per share, to be registered hereunder, contained under the heading “Description of Janus Henderson Ordinary Shares and Janus Henderson Amended Articles of Association” in the Registrant’s Registration Statement on Form F-4 (File No. 333-216824) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Act that constitutes part of the Registration Statement shall also be deemed to be incorporated herein by reference. The Registrant intends to change its name to “Janus Henderson Group plc” upon closing of the proposed merger (the “Merger”) described in the Registration Statement. Upon closing of the Merger the par value of the Registrant’s ordinary shares will be $1.50 per share.
Item 2: Exhibits
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Henderson Group plc |
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By: |
/s/ Roger Thompson |
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Name: Roger Thompson Title: Chief Financial Officer |
Date: May 25, 2017