Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 12:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Schedule 13G under the Securities Exchange Act of 1934
(Amendment No. 2)
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Janus Henderson Group plc
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(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐
Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. G4474Y214
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13G
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Page
2
of 11
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1.
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester International Investors LLP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,665,651 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
14,665,651 shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,665,651 shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
Approximately 8.08% (based on
181,405,733 shares of common stock outstanding as of October 27, 2020, as reported in the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2020)
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12.
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TYPE OF REPORTING PERSON
PN/IA
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CUSIP NO. G4474Y214
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13G
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Page
3
of 11
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1.
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester Continuation Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,665,651 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
14,665,651 shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,665,651 shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
Approximately 8.08% (based on
181,405,733 shares of common stock outstanding as of October 27, 2020, as reported in the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2020)
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12.
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TYPE OF REPORTING PERSON
CO/HC
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CUSIP NO. G4474Y214
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13G
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Page
4
of 11
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1.
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silchester Partners Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,665,651 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
14,665,651 shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,665,651 shares
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
|
11.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
Approximately 8.08% (based on
181,405,733 shares of common stock outstanding as of October 27, 2020, as reported in the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on October 29,
2020)
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12.
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TYPE OF REPORTING PERSON
CO/HC
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CUSIP NO. G4474Y214
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13G
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Page
5
of 11
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1.
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NAME OF
REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen Charles Butt
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,665,651 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
14,665,651 shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,665,651 shares
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10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
Approximately 8.08% (based on
181,405,733 shares of common stock outstanding as of October 27, 2020, as reported in the Issuers Report on Form 10-Q filed with the Securities and Exchange Commission on October 29,
2020)
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12.
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TYPE OF REPORTING PERSON
IN/HC
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CUSIP NO. G4474Y214
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13G
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Page
6
of 11
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Item 1(a)
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Name of Issuer: Janus Henderson Group plc
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Item 1(b)
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Address of Issuers Principal Executive Offices:
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Item 2(a)
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Name of Person Filing
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Item 2(b)
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Address of Principal Business Office
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Silchester International Investors LLP
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London, W1J6TL, United Kingdom
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Silchester Continuation Ltd
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London, W1J6TL, United Kingdom
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Silchester Partners Limited
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London, W1J6TL, United Kingdom
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London, W1J6TL, United Kingdom
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2(d)
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Title of Class of Securities:
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2(e)
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CUSIP Number: G4474Y214
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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CUSIP NO. G4474Y214
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13G
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Page
7
of 11
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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☒
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☒
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
If this statement is filed pursuant to Rule 13d-1(c), check this box: ☐
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(a)
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Amount beneficially owned:
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Incorporated by reference to Item 9 of the cover page pertaining to each reporting person. Each of the Reporting Persons disclaims any
beneficial ownership of these shares, and this report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of any of the shares for any purpose, except to the extent of any pecuniary interest therein.
Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
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CUSIP NO. G4474Y214
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13G
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Page
8
of 11
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(ii)
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shared power to vote or to direct the vote:
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Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
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(iii)
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sole power to dispose or to direct the disposition of:
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Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
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(iv)
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shared power to dispose or to direct the disposition of:
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Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Owners of accounts managed by Silchester International Investors LLP have or may have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, securities held in their accounts. No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company:
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Silchester International Investors LLP is a majority owned subsidiary of Silchester Continuation
Limited, which is a majority owned subsidiary of Silchester Partners Limited.
Item 8
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Identification and Classification of Members of the Group:
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Not Applicable.
Item 9
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Notice of Dissolution of Group:
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. G4474Y214
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13G
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Page
9
of 11
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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated this February 5, 2021
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Silchester International Investors LLP
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By:
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/s/ Timothy J. Linehan
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Name:
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Timothy J. Linehan
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Title:
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Head of Operations
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Silchester Continuation Limited
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By:
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/s/ Timothy J. Linehan
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Name:
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Timothy J. Linehan
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Title:
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Director
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Silchester Partners Limited
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By:
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/s/ Timothy J. Linehan
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Name:
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Timothy J. Linehan
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Title:
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Director
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Stephen Charles Butt
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/s/ Stephen Charles Butt
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CUSIP NO. G4474Y214
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13G
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Page 10 of 11
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INDEX TO EXHIBITS
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Exhibit
No.
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Exhibit
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99.1
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Joint Filing Agreement
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