Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

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)

May 10, 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:   40,266,218*
				8.		Shared Voting Power:   0
				9.		Sole Dispositive Power:   40,266,218*
				10.		Shared Dispositive Power:   0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:   40,266,218*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):  ☐
13.		Percent of Class Represented by Amount in Row (11):   19.1%**
14.		Type of Reporting Person (See Instructions):   OO

 

*

Represents 30,266,218 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 May 4, 2018 as reported by the Company in its Form 10-Q filed on May 9, 2018, 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. 7 (this Amendment No. 7) amends the Schedule 13D that was filed on May 30, 2017, as amended by Amendment No. 1 filed on November 14, 2017, Amendment No. 2 filed on December 18, 2017, Amendment No. 3 filed on February 8, 2018, Amendment No. 4 filed on March 7, 2018, Amendment No.5 filed on April 3, 2018, and Amendment No. 6 filed on April 25, 2018 (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. 7 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. 7. Only those items reported in this Amendment No. 7 are amended and all other items in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 7 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 April 24, 2018 and May 10, 2018, the Investor purchased 2,174,744 shares of Company Ordinary Shares in the open market and through block trades for an aggregate purchase price of $69,921,769. 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. 7 are hereby incorporated by reference. Pursuant to the 10b5-1 Plan, the Investor purchased a total of 2,174,744 shares of Company Ordinary Shares in the open market and through block trades from April 24, 2018 through May 10, 2018. Following completion of the purchase acquisition and for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Investor beneficially owns 40,266,218 shares of Company Ordinary Shares, representing approximately 19.1% 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 February 22, 2018 as reported by the Company in its Form 10-K filed on February 27, 2018, 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 40,266,218 shares of Company Ordinary Shares beneficially owned by it.

(c) The transactions in the Common Ordinary Shares effected subsequent to April 23, 2018, the last date of trading reflected in Amendment No. 6, 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 April 23, 2018.

(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: May 16, 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 April 24, 2018 through May 10, 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
April 24, 2018		171,348		32.2145		31.9800  32.5300		5,519,890.15
April 25, 2018		153,439		32.4518		32.1900  32.6500		4,979,371.74
April 26, 2018		138,695		32.3780		32.2500  32.5200		4,490,666.71
April 27, 2018		151,320		32.3339		32.1500  32.5400		4,892,765.75
April 30, 2018		166,640		31.9053		31.6450  32.4000		5,316,699.19
May 01, 2018		190,535		31.4665		31.2600  31.7600		5,995,469.58
May 02, 2018		216,982		31.3425		31.2100  31.7000		6,800,758.34
May 03, 2018		157,153		31.2290		30.9100  31.6300		4,907,731.04
May 04, 2018		127,391		31.3616		31.0700  31.6300		3,995,185.59
May 07, 2018		106,232		31.4292		31.1900  31.6600		3,338,786.77
May 08, 2018		119,009		31.6781		31.5200  31.8700		3,769,979.00
May 09, 2018		238,000		32.9523		32.4200  33.9700		7,842,647.40
May 10, 2018		238,000		33.9152		33.2800  34.4900		8,071,817.60

 

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.