EMBARGOED UNTIL 7.10 AM 30 March 2007
Not for release, publication or distribution in whole or in part in or into the United States, Australia, Canada or Japan.
New Star Asset Management Group PLC
("New Star" or the "Company")
Sale of 46,912,200 ordinary shares of 5p each in New Star ("Shares") by New Star directors, employees and their related parties
Further to the announcement, made earlier today, of New Star's results for the year ended 31 December 2006, the proposed return of capital to its shareholders and the proposed move to the Official List, New Star announces that it has appointed Goldman Sachs International ("Goldman Sachs") to manage a sale of 46,912,200 Shares (representing approximately 16% of New Star's issued share capital) by certain of its directors, employees and their related parties1 and by New Star's employee benefit trusts. These Shares are intended for sale to institutional investors to be effected by an accelerated bookbuilt offering (the "Placing"). The Shares to be sold will be sold with the right to receive the final dividend for the year ended 31 December 2006 and are eligible to participate in the proposed return of capital to shareholders.
Book building will commence immediately. The right is reserved to close the book at any time. The sale price will be determined and announced as soon as possible after closing of the book. A further announcement will be made in due course.
John Duffield and his related parties are participating in the Placing in respect of 24,318,460 Shares, equivalent to 40.0% of the Shares in which they are interested2. As a consequence, the aggregate number of Shares in which John Duffield or his related parties will between them be interested2 following the Placing will reduce from 60.8 million Shares to 36.5 million Shares, representing respectively approximately 20.9% and 12.5% of New Star's issued share capital.
Certain other New Star directors and their related parties are selling 13,090,560 Shares in aggregate. As a consequence, the aggregate number of Shares in which all the directors (including John Duffield) and their related parties will be interested2 following the Placing will reduce from 97.1 million Shares to 59.7 million Shares, representing approximately 33.3% and 20.5% respectively of New Star's issued share capital.
Immediately prior to the Placing, New Star's directors, employees and their related parties were interested3, in aggregate, in 149,086,577 Shares representing approximately 51.1% of New Star's issued share capital. Immediately following the Placing, New Star's directors, employees and their related parties will be interested3 in, in aggregate, 102,174,377 Shares representing approximately 35.1% of New Star's issued share capital.
The Shares are being sold in order to allow the directors and employees and their related parties to diversify their investments. As a result of the Placing the free float of the Company will increase to approximately 64.9%.
The interests of New Star's directors and employees and their related parties in Shares immediately before and as they will be immediately after the Placing are summarised in the table set out in Appendix 1. The interests of New Star's directors in Shares immediately before and as they will be immediately after the Placing 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 (or, if earlier, the announcement of New Star's interim results for 2009) in respect of 72,392,275 Shares (approximately 24.8% of the issued share capital). In addition, and subject to completion of the Placing, the selling shareholders will agree not to dispose of any of their retained Shares for a period of 90 days.
Commenting on the Placing, John Duffield, chairman of New Star, said:
"We have taken this opportunity to realise a portion of our shareholdings in New Star so that we can prudently diversify our investments. Together with my senior team I remain completely committed to the business. New Star will benefit from the resulting increase in liquidity of its shares."
Enquiries:
Citigate Dewe Rogerson
Anthony Carlisle (office) 020 7638 9571
(mobile) 07973 611 888
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 interests of New Star Investment Trust PLC.
2. These figures exclude a non-beneficial interest in 750,000 Shares that are held in a trust for a former employee of the Company and of which John Duffield is a trustee but include an interest in 5,000,000 Shares held by New Star's employee benefit trusts ("EBTs") on which John Duffield is entitled to any profit realised on subsequent disposal.
3. These figures include 10,953,455 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.
Appendix 1: Interests 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 Placing, on the assumption stated below, are set out in the following table:
|
No. of New Star Shares |
per cent. of issued share capital | |
| Beneficial holdings of the directors and employees immediately before the Placing |
119,904,777 |
41.1% |
| Related parties' interests immediately before the Placing |
29,181,800 |
10.0% |
| Aggregate interests in Shares immediately before the Placing |
149,086,577 |
51.1% |
| Shares sold by the directors and employees and their related parties and New Star's employee benefit trusts |
(46,912,200) |
(16.0)% |
| Aggregate interests in Shares immediately after the Placing |
102,174,377 |
35.1% |
| Represented by: | ||
| Beneficial holdings free of lock-in arrangements |
4,595,868 |
1.6% |
| Beneficial holdings subject to lock-in arrangements |
72,392,275 |
24.8% |
| Employee benefit trusts |
9,253,454 |
3.2% |
| Total beneficial holdings of directors and employees |
86,241,597 |
29.6% |
| Holdings of related parties |
15,932,780 |
5.5% |
| Aggregate interest in Shares immediately after the Placing |
102,174,377 |
35.1% |
The Company's EBTs will be selling up to 1,700,001 Shares in the Placing. The intentions of a number of employees, who are entitled to sell in aggregate 1,337,437 Shares in the Placing, are uncertain at the time of this announcement. To the extent that such employees decide to sell, the number of Shares being placed by the EBTs will be reduced pro rata.
Appendix 2: Interests of New Star's directors in New Star Shares
The interests of New Star's directors in Shares, immediately before and as they will be following the Placing, are set out below.
| Before Placing(3) | Number of Shares sold | After Placing(3) | |
| John Duffield(1) | 33,894,300 | 11,818,460 | 22,075,840 |
| Michael Astor(2) | 2,576,400 | 1,000,560 | 1,575,840 |
| Howard Covington | 9,500,000 | 3,500,000 | 6,000,000 |
| John Craig | - | - | - |
| David Gamble | - | - | - |
| John Jay | 840,000 | 240,000 | 600,000 |
| Richard Pease | 9,250,000 | 3,250,000 | 6,000,000 |
| Rupert Ruvigny | 9,000,000 | 3,000,000 | 6,000,000 |
| Mark Skinner | 1,241,160 | - | 1,241,160 |
| Martin Smith | 3,000,000 | 2,100,000 | 900,000 |
|
Percentage of issued |
share capital | |
| Before Placing |
After Placing | |
| John Duffield | 11.6% | 7.6% |
| Michael Astor | 0.9% | 0.5% |
| Howard Covington | 3.2% | 2.1% |
| John Craig | - | - |
| David Gamble | - | - |
| John Jay | 0.3% | 0.2% |
| Richard Pease | 3.2% | 2.1% |
| Rupert Ruvigny | 3.1% | 2.1% |
| Mark Skinner | 0.4% | 0.4% |
| Martin Smith | 1.0% | 0.3% |
(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. These trusts are selling 350,560 Shares in the Placing.
(3) These figures exclude 10,953,455 Shares which are held by the Company's employee benefit trusts ("EBTs"). 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 EBTs. In addition, John Duffield is entitled to any profit realised by the Company's EBTs on the subsequent disposal of 5,000,000 Shares. The EBTs are selling up to 1,700,001 Shares in the Placing.
The intentions of a number of employees, who are entitled to sell in aggregate 1,337,437 Shares in the Placing, are uncertain at the time of this announcement. To the extent that such employees decide to sell, the number of Shares being placed by the EBTs will be reduced pro rata.
Important information
This announcement has been issued by the Company and is the sole responsibility of the Company. Goldman Sachs International is acting exclusively for the selling shareholders and no-one else in relation to the Placing and will not be responsible to anyone other than the selling shareholders for providing the protections afforded to clients of Goldman Sachs International 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.
Members of the general public are not eligible to participate in the Placing. 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 Placing 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.
Any investment decision to buy Shares in the Placing must be made solely on the basis of publicly available information which has not been independently verified by Goldman Sachs.
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 for Companies, 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.