EMBARGOED UNTIL 7.00AM 26 September 2006
Not for release, publication or distribution in whole or in part in or into the
United States, Australia, Canada or Japan.
26 September 2006
New Star Asset Management Group PLC
("New Star" or the "Company")
Sale of 11,073,978 ordinary shares of 5p each in New Star ("Shares") by a New
Star director, New Star's employees and their related parties
New Star announces that it has appointed Citigroup Global Markets UK Equity
Limited ("Citigroup") to manage a sale of 11,073,978 Shares representing
approximately 3.8% of New Star's issued share capital from one of its
directors, certain employees and their related parties1 and from certain former
employees (the "Sale"). These Shares are intended for sale to institutional
investors to be effected by an accelerated bookbuilt secondary placing (the
"Placing").
The sale price will be determined and announced after closing of the Placing.
The timing of the closing of the Placing will be determined in due course by
Citigroup.
John Duffield and his related parties are not participating in the Sale in
respect of any of the Shares in which they are beneficially interested. As a
result, John Duffield and his related parties remain beneficially interested in
60.8 million Shares representing 20.8% of the Company's issued share capital.
One New Star director is selling 310,340 Shares. As a consequence, the
aggregate number of Shares in which all the directors (including John Duffield)
and their related parties will be interested following the Sale will reduce
from 96.6 million Shares to 96.3 million Shares, representing respectively
approximately 33.0% and 32.9% of New Star's issued share capital.
Immediately prior to the Sale, New Star's directors, employees and their
related parties were beneficially interested, in aggregate, in 161.1 million
Shares2 representing approximately 55.0% of New Star's issued share capital.
Immediately following the Sale, New Star's directors, employees and their
related parties will be beneficially interested in, in aggregate, 150.3 million
Shares2 representing approximately 51.3% of New Star's issued share capital.
The Shares have been sold in order to allow the relevant director and employees
and their related parties to diversify their investments. As a result of the
Sale the free float of the Company will increase to 48.7%.
The shareholdings of New Star's directors and employees and their related
parties immediately before and as they will be immediately after the Sale are
summarised in the table set out in Appendix 1. The shareholdings of New Star's
directors immediately before and as they will be immediately after the Sale are
summarised in the table set out in Appendix 2.
New Star's lock-in arrangements regulate the sale of Shares in which directors
and employees are interested. The lock-in arrangements continue (on a reducing
basis and unless waived at an earlier date) until 18 November 2009 in respect
of 75.0 million shares (approximately 25.6% of the issued share capital).
On 22 September 2006 New Star announced its unaudited interim results for the
six months ended 30 June 2006. These showed an increase in operating earnings3
of 90% to �30.5 million (2005 - �16.0 million) and increase in operating
earnings3 per share of 90% to 10.1p (2005 - 5.3p). Assets under management at
30 June 2006 were �18.0 billion.
Commenting on the Sale, John Duffield, chairman of New Star, said:
"Some of our employees have taken this opportunity to realise a portion of
their shareholdings in New Star so that they can prudently diversify their
investments. New Star will benefit from the resulting increase in liquidity of
its shares."
Enquiries:
Citigate Dewe Rogerson
Anthony Carlisle 020 7282 2884 (office) / 07973 611888 (mobile)
Notes to the announcement
1. In this announcement, "related parties" means, in respect of any employee,
the interests of family trusts and, in the case of John Duffield, the interest
of family trusts and the interest of New Star Investment Trust PLC.
2. These figures include 9,260,075 Shares held by New Star's employee benefit
trusts in which each of the executive directors and employees of New Star has a
non-beneficial interest as a result of being amongst the class of potential
beneficiaries of the employee benefit trusts.
3. Operating profit before tax, interest, exceptional items, amortisation of
intangibles and front-end fee deferral.
Appendix 1: Interest of directors, employees and their related parties
The beneficial interests of New Star's directors, employees and their related
parties in Shares, immediately before and as they will be following the Sale,
are set out below:
No. of per cent. of
New Star issued share
Shares capital
Beneficial holdings of the directors and employees 132,857,926 45.4%
immediately before the Sale
Related parties' interests immediately before the 28,230,400 9.6%
Sale
Aggregate interest in Shares immediately before the 161,088,326 55.0%
Sale
Shares sold by the directors and employees and their (10,782,728) -3.7%
related parties
Aggregate interest in Shares immediately after the 150,305,598 51.3%
Sale
Represented by:
Beneficial holdings free of lock-in arrangements 37,793,867 12.9%
Beneficial holdings subject to lock-in arrangements 75,021,256 25.6%
Employee benefit trusts 9,260,075 3.2%
Total beneficial holdings of directors and employees 122,075,198 41.7%
Holdings of related parties 28,230,400 9.6%
Aggregate interest in Shares immediately after the 150,305,598 51.3%
Sale
Appendix 2: Interest of New Star's directors in New Star Shares
The interests of New Star's directors in Shares immediately prior to and as
they will be following the Sale, are set out below.
Before Sale(3 Number of After
) Shares sold
Sale(3)
John Duffield(1) 33,894,300 - 33,894,300
Michael Astor(2) 2,576,400 - 2,576,400
Sir Dominic Cadbury 15,000 - 15,000
Howard Covington 9,500,000 - 9,500,000
John Craig - - -
David Gamble - - -
Richard Pease 9,250,000 - 9,250,000
Rupert Ruvigny 9,000,000 - 9,000,000
Mark Skinner 1,551,500 310,340 1,241,160
Martin Smith 3,000,000 - 3,000,000
Percentage of issued share capital
Before After
Sale Sale
John Duffield 11.6% 11.6%
Michael Astor 0.9% 0.9%
Sir Dominic Cadbury 0.0% 0.0%
Howard Covington 3.2% 3.2%
John Craig - -
David Gamble - -
Richard Pease 3.2% 3.2%
Rupert Ruvigny 3.1% 3.1%
Mark Skinner 0.5% 0.4%
Martin Smith 1.0% 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 750,000 Shares (after
the Sale) 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 21,902,300 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 are held by the Company's
employee benefit trusts. 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.
Important information
This announcement has been issued by the Company and is the sole responsibility
of the Company. Citigroup Global Markets UK Equity Limited is acting
exclusively for the Company and no-one else in relation to the Sale and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of Citigroup Global Markets UK Equity Limited
or for providing advice in relation to the contents of this announcement or any
other matter.
This announcement is for information purposes only and does not constitute or
form part of an offer or invitation to acquire or dispose of any securities of
the Company, or constitute a solicitation of any offer to purchase or subscribe
for securities in any jurisdiction, including the United States, Canada,
Australia or Japan. The Company's shares have not been, and will not be,
registered under the United States Securities Act of 1933, as amended, or under
the securities legislation of any state of the United States.
The Company's shares may not, directly or indirectly, be offered or sold within
the United States, Canada, Australia or Japan or offered or sold to a resident
of Canada, Australia or Japan. New Star Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an exemption
from registration. No public offering of securities is being in the United
States.
This announcement is not for publication or distribution to persons in the
United States of America, its territories or possessions or to any US person
(within the meaning of Regulation S under the US Securities Act of 1933, as
amended). Neither this announcement nor any copy of it may be taken or
transmitted into Australia, Canada or Japan or to Canadian persons or to any
securities analyst or other person in any of those jurisdictions. Any failure
to comply with this restriction may constitute a violation of United States,
Australian, Canadian or Japanese securities law. The distribution of this
announcement in certain other jurisdictions may be restricted by law and
persons into whose possession this announcement comes should inform themselves
about, and observe, any such restrictions.
This announcement and any offer of securities to which it relates are only
addressed to and directed at persons who are (1) qualified investors within the
meaning of directive 2003/71/ec and any relevant implementing measures (the
"prospectus directive") and (2) who have professional experience in matters
relating to investments who fall within article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are
persons falling within article 49(2)(a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order (all such persons together
being referred to as "relevant persons"). The information regarding the Sale
set out in this announcement must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "projects", "expects", "intends",
"may", "will", "seeks" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the Company's intentions, beliefs or current expectations concerning, amongst
other things, the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies and the industry in which the Group
operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual results of operations,
financial condition and liquidity, and the development of the business sector
in which the Group operates, may differ materially from those suggested by the
forward-looking statements contained in this document. In addition, even if the
Company's results of operations, financial condition and liquidity, and the
development of the industry in which it operates, are consistent with the
forward-looking statements contained in this document, those results or
developments may not be indicative of results or developments in subsequent
periods. Other than in accordance with the Company's obligations under the AIM
Rules, the Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
END
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