Transaction in Own Shares
July 10 2006 - 3:00AM
UK Regulatory
EMBARGOED UNTIL 7.00AM 10 July 2006
Not for release, publication or distribution in whole or in part in or into the
United States, Australia, Canada or Japan.
10 July 2006
New Star Asset Management Group PLC
("New Star" or "the Company")
Purchase of ordinary shares of 5p each in New Star ("Shares")
New Star announces that it is to acquire off-market for cancellation 19,532,031
Shares at an average price of 41.4p per Share. These Shares are being acquired
from the trustees of certain of its employee benefit trusts ("EBTs") pursuant
to authorities previously disclosed in the Company's AIM Admission Document and
Annual Reports and in the notice of its 2006 Annual General Meeting.
The Shares to be sold by the EBTs to the Company are being acquired by the EBTs
under arrangements entered into by them between 2001 and 7 July 2006 with
Martin Smith, a director of the Company, Alan Miller, an employee and a
significant shareholder of the Company and one other employee of the Company
(the "employee").
Pursuant to these arrangements, Mr Smith is selling 6,250,000 Shares at a price
of 80p per Share and 3,250,000 Shares at a price of 1p per Share, Mr Miller is
selling 3,750,000 Shares at a price of 80p per Share and 4,700,000 Shares at a
price of 1p per Share and the employee is selling 1,582,031 Shares at a price
of 1p per Share.
A further 5,437,500 Shares will be acquired by one of the Company's EBTs but
are not being repurchased by the Company. Of these, 3,750,000 will be acquired
from Alan Miller at a price of 80p per Share and 1,687,500 will be acquired
from the employee at a price of 110p per Share.
Following completion of these transactions Mr Smith will be interested in
3,000,000 Shares, representing approximately 1.0 per cent of the Company's
issued share capital, and Mr Miller will be interested in 6,550,000 Shares,
representing approximately 2.2 per cent of the Company's issued share capital.
Details of the consequential changes in the interests in Shares of the other
directors of the Company as they will be following completion of all of these
arrangements are set out in the appendix to this announcement. It is
anticipated that completion will occur on or around 18 July 2006.
This acquisition and cancellation of Shares is in accordance with the intention
of the Directors of the Company, as stated in the Company's AIM Admission
Document and its 2006 Annual Report, that the Company should purchase its own
shares when the Company has sufficient surplus capital and when such purchases
are in the best interests of the Company. It follows the acquisition and
cancellation of 334,842 Shares announced on 18 May 2006 and 420,000 Shares
announced on 14 June 2006.
Following cancellation of the 19,532,031 Shares there will be 292,832,687
Shares in issue, a reduction of approximately 6.3% of the Company's issued
share capital compared to the number of Shares in issue immediately prior to
the cancellation.
Following the acquisition of 5,437,500 Shares by one of the Company's EBTs, the
EBTs will hold a total of 9,260,075 Shares. These Shares are included within
the 292,832,687 Shares in issue referred to above.
The total consideration payable by New Star for the 19,532,031 Shares,
including the cost of the assignment to it of various options from the EBTs,
will be �9.4 million and will be funded from existing cash resources.
Appendix: Interests of New Star's directors in Shares
The interests of New Star's directors in Shares immediately prior to and
following completion of the sale and cancellation of the 19,532,031 Shares
referred to in this announcement, are set out below:
Before sale and cancellation After sale and cancellation(3)
Number of Percentage of Number of Percentage of
shares issued share shares issued share
capital capital
John Duffield(1) 33,894,300 10.9% 33,894,300 11.6%
Michael Astor(2) 2,576,400 0.8% 2,576,400 0.9%
Sir Dominic 15,000 0.0% 15,000 0.0%
Cadbury
Howard Covington 9,500,000 3.0% 9,500,000 3.2%
John Craig - - - -
David Gamble - - - -
Richard Pease 9,250,000 3.0% 9,250,000 3.2%
Rupert Ruvigny 9,000,000 2.9% 9,000,000 3.1%
Mark Skinner 1,551,500 0.5% 1,551,500 0.5%
Martin Smith 12,500,000 4.0% 3,000,000 1.0%
(1) These figures include 5,394,300 Shares held by New Star Investment Trust
PLC, of which John Duffield holds approximately 60 per cent. of the issued
share capital, but exclude a non-beneficial interest in 1,000,000 Shares that
are held by a trust for the benefit of a former employee of the Company and of
which John Duffield is a trustee. The interests of trusts of which members of
John Duffield's family are beneficiaries, not included in the table above,
amount to a further 21,902,700 Shares.
(2) These figures include 1,675,000 Shares that are held in Michael Astor's own
name and, in addition, a non-beneficial interest in 901,400 Shares that are
held by discretionary trusts for the benefit of his dependent children.
(3) These figures exclude 9,260,075 Shares which will be held by the Company's
employee benefit trusts following completion of the acquisition of the
5,437,500 Shares. Each of the executive directors has a non-beneficial interest
in these shares as a result of being amongst the class of potential
beneficiaries of the employee benefit trusts. In addition, John Duffield is
entitled to any profit realised by the Company's employee benefit trusts on the
subsequent disposal of 5,000,000 Shares.
2346034-3
END
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