Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Janus Henderson Group plc

(Name of Issuer)

Ordinary Shares, par value $1.50 per Share

(Title of Class of Securities)

G4474Y 214

(CUSIP Number)

Takahiro Saito

General Manager, Actuarial and Accounting Unit

Dai-ichi Life Holdings, Inc.

13-1, Yurakucho 1-Chome,

Chiyoda-ku, Tokyo, 100-8411 Japan

+81-50-3780-4198

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 6, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	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.

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. G4474Y 214

 

1.		Names of Reporting Person:   Dai-ichi Life Holdings, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions):   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization:   Tokyo, Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power:   31,574,756*
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   31,574,756*
				10.		Shared Dispositive Power:   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   31,574,756*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   ☐
13.		Percent of Class Represented by Amount in Row (11):   15.0%**
14.		Type of Reporting Person (See Instructions):   OO

 

*

Represents 21,574,756 shares of outstanding ordinary shares, par value $1.50 per share (the Company Ordinary Shares), of Janus Henderson Group plc, incorporated and registered in Jersey, Channel Islands (the Company) and 10,000,000 shares of Company Ordinary Shares issuable upon the exercise of the conditional options granted pursuant to the Option Agreement, dated as of October 3, 2016, between Dai-ichi Life Holdings, Inc. (the Investor) and the Company.

**

Based on 210,406,138 shares of Company Ordinary Shares, which is the sum of (i) the 200,406,138 shares of Company Ordinary Shares outstanding as of November 6, 2017 as reported by the Company in its Form 10-Q filed on November 9, 2017, plus (ii) the 10,000,000 shares of Company Ordinary Shares issuable pursuant to the Option Agreement.

 

2

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Item 1. Security and Issuer

This Amendment No. 3 (this Amendment No. 3) amends the Schedule 13D that was filed on May 30, 2017, as amended by Amendment No. 1 filed on November 14, 2017 and Amendment No. 2 filed on December 18, 2017 (the Schedule 13D) by Dai-ichi Life Holdings, Inc. (the Investor), relating to the issued and outstanding shares of ordinary shares, par value $1.50 per share (the Company Ordinary Shares), of Janus Henderson Group plc, incorporated and registered in Jersey, Channel Islands (the Company). The principal executive offices of the Company are located at 201 Bishopsgate, EC2M 3AE, United Kingdom. Beginning on the date this Amendment No. 3 is filed, all references in the Schedule 13D to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended by this Amendment No. 3. Only those items reported in this Amendment No. 3 are amended and all other items in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 3 and not defined herein shall have the meanings given to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following to the end thereof:

From December 15, 2017 and February 6, 2018, the Investor purchased 2,260,741 shares of Company Ordinary Shares in the open market and through block trades for an aggregate purchase price of $88,182,063. The source of funds used by Investor to pay the purchase price for such shares was working capital.

Item 5. Interest in the Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) Rows (7) through (11) and (13) of the cover pages to this Amendment No. 3 are hereby incorporated by reference. Pursuant to the 10b5-1 Plan, the Investor purchased a total of 2,260,741 shares of Company Ordinary Shares in the open market and through block trades from December 15, 2017 through February 6, 2018. Following completion of the purchase acquisition and for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Investor beneficially owns 31,574,756 shares of Company Ordinary Shares, representing approximately 15.0% of the outstanding shares of Company Ordinary Shares. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 210,406,138, which is the sum of (i) the 200,406,138 shares of Company Ordinary Shares outstanding as of November 6, 2017 as reported by the Company in its Form 10-Q filed on November 9, 2017, plus (ii) the 10,000,000 shares issuable pursuant to the Option Agreement.

Of these shares, 10,000,000 shares represent shares that the Investor has a right to acquire upon exercise of the conditional options granted to the Investor pursuant to the Option Agreement.

(b) The Investor has (or, in the case of the 10,000,000 shares of Company Ordinary Shares that the Investor has a right to acquire upon the exercise of the conditional options granted to the Investor pursuant to the Option Agreement, will have upon the exercise of such options) the sole power to vote or direct the vote and to dispose or direct the disposition of all 31,574,756 shares of Company Ordinary Shares beneficially owned by it.

(c) The transactions in the Common Ordinary Shares effected subsequent to December 14, 2017, the last date of trading reflected in Amendment No. 2, by the Investor are set forth in Schedule A, and are incorporated herein by reference.

Except as described above, neither the Investor nor, to its knowledge, any of its directors or executive officers has engaged in any transaction in shares of the Company Ordinary Shares subsequent to December 14, 2017.

(d) No other person is known by the Investor to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Companys securities beneficially owned by the Investor.

(e) Not applicable.

 

3

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

		Dai-ichi Life Holdings, Inc.
Date: February 8, 2018		By:		/s/ Takahiro Saito
		Name:		Takahiro Saito
		Title:		General Manager, Actuarial and Accounting Unit

 

4

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SCHEDULE A

This Schedule sets forth information with respect to each purchase of Common Ordinary Shares which were effectuated by Investor from December 15, 2017 through February 6, 2018. All such transactions were effected in the open market or through block trades through a broker.

DAI-ICHI LIFE HOLDINGS, INC.

 

Date of Transaction		Number of Shares Purchased				Price Per Share1				Range of Prices Per Share		Aggregate Purchase Price
December 15, 2017			137,609				37.3224			37.1900  37.4500			5,135,898.14
December 18, 2017			75,000				37.4849			37.4200 37.5400			2,811,367.50
December 19, 2017			56,626				38.1528			38.0100 38.3200			2,160,440.45
December 20, 2017			63,901				38.1791			37.9600 38.3900			2,439,682.67
December 21, 2017			73,601				38.3813			38.2100 38.5400			2,824,902.06
December 22, 2017			64,195				38.4527			38.4000 38.5200			2,468,471.08
December 26, 2017			65,996				38.4912			38.3400 38.6300			2,540,265.24
December 27, 2017			75,000				38.2065			37.8700 38.4500			2,865,487.50
December 28, 2017			49,787				38.2711			38.1300 38.4800			1,905,403.26
December 29, 2017			34,797				38.4860			38.3600  38.5400			1,339,197.34
January 02, 2018			75,000				38.5650			38.3100  38.7600			2,892,375.00
January 03, 2018			75,000				38.5351			38.2900 38.7000			2,890,132.50
January 04, 2018			75,000				39.0096			38.8500 39.2000			2,925,720.00
January 05, 2018			115,300				39.7020			39.4600 39.9900			4,577,640.60
January 08, 2018			137,493				39.3568			39.0900 39.9900			5,411,284.50
January 09, 2018			91,590				39.8220			39.4100 39.9400			3,647,296.98
January 10, 2018			75,000				39.8462			39.6800 40.0000			2,988,465.00
January 11, 2018			75,000				39.9771			39.8550 40.1300			2,998,282.50
January 12, 2018			75,000				40.5729			40.3700 40.7400			3,042,967.50
January 16, 2018			75,000				40.8506			40.5200 41.2200			3,063,795.00
January 17, 2018			75,000				40.9779			40.8000 41.1800			3,073,342.50
January 18, 2018			75,000				40.7868			40.6300 40.8900			3,059,010.00
January 19, 2018			75,000				40.9335			40.7100 41.2200			3,070,012.50
January 22, 2018			75,000				40.9695			40.7800 41.2500			3,072,712.50
January 23, 2018			13,546				40.9664			40.7100 41.0000			554,930.85
January 24, 2018			75,000				40.9204			40.6100 41.3000			3,069,030.00
February 02, 2018			50,000				38.5143			38.4200 38.6000			1,925,715.00
February 05, 2018			90,000				37.6890			36.9200 37.8800			3,392,010.00
February 06, 2018			166,300				36.2972			35.5900 37.1200			6,036,224.36

 

1	The Investor undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.