JHG Janus Henderson Group Plc

 

Exhibit 3.3

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of Janus Capital Group Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:

 

The name of the entity is Janus Henderson US (Holdings) Inc.

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, to be effective as of January 1, 2022.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 2nd day of December, 2021.

 

	By:		/s/ Peter Falconer
			Authorized Officer
	Title:		Asst. Secretary
	Name:		Peter Falconer
			Print or Type

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:45 PM 12/21/2021
FILED 05:45 PM 12/21/2021
SR 20214178713 - File Number 2850271

 

 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

JANUS CAPITAL GROUP INC.

 

FIRST: The name of the corporation is Janus Capital Group Inc. (hereinafter referred to as the Corporation).

 

SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

 

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as the same now exists or may hereafter be amended, the DGCL).

 

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is ONE THOUSAND (1,000) shares of common stock, par value $0.01 per share (Common Stock). Each holder of Common Stock shall have one vote in respect of each share of Common Stock held by such holder of record on the books of the Corporation on all matters on which stockholders of the Corporation are entitled to vote.

 

FIFTH: In furtherance and not in limitation of the powers conferred by the law of the State of Delaware, the directors of the Corporation shall have power to adopt, amend or repeal any or all of the Bylaws of the Corporation, except as may otherwise be provided in the Bylaws of the Corporation.

 

SIXTH: Elections of directors need not be by written ballot, except as may otherwise be provided in the Bylaws of the Corporation.

 

SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. No amendment or repeal of this Article SEVENTH shall adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to such amendment or repeal.

 

EIGHTH: The number of directors that shall constitute the whole board of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the Bylaws of the Corporation (or in an amendment thereof duly adopted by the Board of Directors of the Corporation or by the stockholders of the Corporation).

 

NINTH: The Corporation reserves the right to amend, repeal and/or add to the provisions of this Certificate in any manner now or hereafter permitted by the DGCL and all rights conferred upon directors, officers, employees or agents hereby are subject to this reservation.

 

 

TENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

 

 

 

Exhibit 3.4

 

AMENDED AND RESTATED BYLAWS

 

OF

 

JANUS CAPITAL GROUP INC.

 

As amended and restated as of October 21, 2008

 

ARTICLE I

 

Offices

 

Section 1.      Registered Office. The registered office of the Corporation in the State of Delaware shall be at such location within the State of Delaware as shall from time to time be determined by the Board of Directors.

 

Section 2.      Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

ARTICLE II

 

Stockholders

 

Section 1.      Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.      Annual Meetings. The annual meeting of stockholders (“annual meeting”) shall be held on such day of such month of each year (other than a Saturday, Sunday or holiday) as shall be determined by the Board of Directors or, if the Board shall fail to act, by the Chief Executive Officer. At the annual meeting the stockholders, voting as provided in the Certificate of Incorporation, shall elect directors and transact such other business as may be properly brought before the meeting.

 

 

Section 3.      Advance Notice of Stockholder Proposed Business. At an annual meeting, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder (other than the nomination of a person for election as a director, which is governed by Section 2 of Article III of these Bylaws), the stockholder intending to propose the business (the “Proponent”) must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a Proponent’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the Proponent in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs (For purposes of these Bylaws, public disclosure shall be deemed to include a disclosure made in a press release reported by the Dow Jones News Services, Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In no event shall any adjournment or postponement of an annual meeting commence a new time period for the giving of a Proponent’s notice as described above. A Proponent’s notice to the Secretary shall set forth as to each matter the Proponent proposes to bring before the annual meeting; (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (b) the name and address of the Proponent, and of any holder of record of the Proponent’s shares as they appear on the Corporation’s books; (c) the class and number of shares of the Corporation which are owned by the Proponent (beneficially and of record) and owned by any holder of record of the Proponent’s shares, as of the date of the Proponent’s notice, and a representation that the Proponent will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed; (d) any material interest of the Proponent in such business; (e) a description of any agreement, arrangement or understanding with respect to such business between or among the Proponent and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed; (f) a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, convertible securities, warrants, stock appreciation rights, and borrowed or loaned shares), whether or not settled in any class of or series of stock of the Corporation or otherwise, that has been entered into as of the date of the Proponent’s notice by, or on behalf of, the Proponent or any of its affiliates or associates, the direct or indirect effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any of its affiliates or associates with respect to shares of the Corporation (collectively, “Derivative Instruments”) (including, without limitation, any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by an entity in which such Proponent is a partner, shareholder or other owner and any performance-related fees that such Proponent is entitled to based on any increase or decrease in the value of shares of stock of the Corporation or Derivative Instruments), and a representation that the Proponent will notify the Corporation in writing of any such Derivative Instruments in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed; (g) a representation that the Proponent is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business; and (h) a representation whether the Proponent intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the proposal and/or otherwise to solicit proxies from stockholders in support of the proposal.

 

 

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 3 of Article II or, in the case of the nomination of a person for election as a director, Section 2 of Article III; provided, however, that nothing in this Section 3 of Article II shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with such procedures. Unless otherwise required by law, if a Proponent intending to propose business at an annual meeting pursuant to Section 3 of this Article II does not provide the information required under subparagraphs (c), (e) and (f) of the preceding paragraph to the Corporation promptly following the later of the record date or the date notice of the record date is first publicly disclosed, or the Proponent (or a qualified representative of the Proponent) does not appear at the meeting to present the proposed business, such business shall not be transacted, notwithstanding that proxies in respect of such business may have been received by the Corporation. The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Section 3 of this Article II, and if the Chairman of the annual meeting should so determine, the Chairman of the annual meeting shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. The requirements of Section 3 of this Article II shall apply to any business to be brought before an annual meeting by a stockholder (other than the nomination of a person for election as a director, which is governed by Section 2 of Article III of these Bylaws) whether such business is to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to stockholders by means of an independently financed proxy solicitation. The requirements of Section 3 of this Article II are included to provide the Corporation notice of a stockholder's intention to bring business before an annual meeting and shall in no event be construed as imposing upon any stockholder the requirement to seek approval from the Corporation as a condition precedent to bringing any such business before an annual meeting. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to, and in accordance with, Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock of the Corporation if and only to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

 

Section 4. Notices of Annual Meetings. Written notice of each annual meeting of stockholders stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, except that such notice shall be required for any stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Except as otherwise required by law, notice of any meeting of stockholders following an adjournment shall not be required to be given if the time and place thereof are announced at the meeting which is adjourned.

 

 

Section 5.      Voting Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make or cause to be prepared and made through a transfer agent appointed by the Board of Directors, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

 

Section 6.      Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may be called only in accordance with the Certificate of Incorporation of the Corporation.

 

Section 7.      Quorum. The holders of a majority of the stock issued and outstanding which are entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

When a quorum is present at any meeting, unless otherwise required by law, the Certificate of Incorporation or these Bylaws or permitted by the rules of any stock exchange on which the Corporation’s shares are listed for trading, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class.

 

Section 8.      Voting of Shares. The holders of Common Stock shall have such voting rights as are provided in the Certificate of Incorporation. The holders of Preferred Stock shall have such voting rights as may be provided in applicable Certificates of Designation.

 

Section 9.      Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize, either in writing or by electronic transmission, another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

 

Section 10.    Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 5 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

 

 

Section 11.    Conduct of Meeting. The Chairman of the Board, or, if none or in his or her absence, the Chief Executive Officer or one of the Executive or Senior Vice Presidents, shall call meetings of the stockholders to order and act as Chairman of such meeting. In the absence of all these officers, the Board of Directors may appoint a Chairman of the meeting. The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, if any, or, in the absence of both the Secretary and Assistant Secretaries, any person whom the Chairman shall appoint, shall act as secretary of the meeting of the stockholders. The conduct of any meeting of the stockholders shall be governed by such rules, regulations and procedures as the Chairman of the meeting, in his or her sole and exclusive discretion shall determine.

 

Section 12.    Inspectors of Election. For each meeting of stockholders there shall be appointed by the Board of Directors or by the Chairman of the meeting three (3) inspectors of election. If any inspector shall fail or be unable to serve as inspector or for any reason be unable to complete his or her duties, an alternate inspector shall be appointed by the Board of Directors or the Chairman of the meeting. The inspectors of election shall examine and canvass the proxies and ballots, and make and submit a signed report of the votes cast at the meeting, which shall be entered at large upon the records.

 

Section 13.    Inspectors’ Oath. An inspector, before he enters into the duties of his or her office, shall take and subscribe an oath substantially in the following form before any officer authorized by law to administer oaths:

 

“I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality and according to the best of my ability.”

 

ARTICLE III

 

Directors

 

Section 1.      Number, Tenure and Qualifications. The number of directors which shall constitute the whole board shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders.

 

The Board of Directors shall be divided into three classes as nearly equal in number as reasonably possible. At each annual meeting of stockholders, successors to directors of the class whose terms then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders. If the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. Any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of the class.

 

Except as provided in Section 3 of this Article, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if, as of the date that is fourteen (14) days in advance of the date that the Corporation files with the Securities and Exchange Commission its definitive proxy statement for the relevant meeting of stockholders (regardless of whether or not thereafter revised, amended or supplemented), the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors (and in such case stockholders shall not be permitted to vote “against” a nominee). For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. If a director does not receive a majority of the votes cast, the director shall offer to tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board of Directors’ decision.

 

 

Section 2.      Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at an annual meeting of stockholders. Nominations of persons for election to the Board of Directors may be made at an annual meeting of stockholders by the Board of Directors or by any nominating committee or person appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the annual meeting who complies with the notice procedures set forth in this Section 2. Nominations by stockholders shall be made pursuant to timely written notice to the Secretary of the Corporation. To be timely, such notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. The written notice of the stockholder intending to make the nomination (the “Nomination Proponent”) shall set forth: (i) the name, age, business address and residence address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee; (iv) a statement whether each such nominee, if elected, intends to tender, promptly following such person's failure to receive the required vote for election or reelection at the next meeting at which such person would face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board of Directors as required by Section 1 of this Article III; (v) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2 of this Article III; (vi) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under the rules of the Securities and Exchange Commission; and (vii) as to the Nomination Proponent (a) the name and address of the Nomination Proponent, and of any holder of record of the Nomination Proponent’s shares as they appear on the Corporation’s books, (b) the class and number of shares of the Corporation which are owned by the Nomination Proponent (beneficially and of record) and owned by any holder of record of the Nomination Proponent’s shares, as of the date of the Nomination Proponent’s notice, and a representation that the Nomination Proponent will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (c) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Nomination Proponent and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Nomination Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (d) a description of any Derivative Instruments that has been entered into as of the date of the Nomination Proponent’s notice by, or on behalf of, the Nomination Proponent or any of its affiliates or associates (including, without limitation, any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by an entity in which such Nomination Proponent is a partner, shareholder or other owner and any performance-related fees that such Nomination Proponent is entitled to based on any increase or decrease in the value of shares of stock of the Corporation or Derivative Instruments), and a representation that the Nomination Proponent will notify the Corporation in writing of any such Derivative Instruments in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a representation that the Nomination Proponent is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (f) a representation whether the Nomination Proponent intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

 

 

If the Chairman of the meeting determines that a nomination of any candidate for election as a director was not made in accordance with the applicable provisions of these Bylaws, such nomination shall be void. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Nomination Proponent intending to make a nomination at an annual meeting pursuant to Section 2 of this Article III does not provide the information required under clauses (b) through (d) of subparagraph (vii) of the preceding paragraph to the Corporation promptly following the later of the record date or the date notice of the record date is first publicly disclosed, or the Nomination Proponent (or a qualified representative of the Nomination Proponent) does not appear at the meeting to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

 

To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2 of this Article III) to the Secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein; and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

 

Section 3.      Newly Created Directorships and Vacancies. Newly created directorships and vacancies which shall occur in the Board of Directors because of death, resignation, disqualification, any increase in the number of directors or any other cause, may be filled by a majority of the directors then in office, though less than a quorum, pursuant to Section 223 of the General Corporation Law of Delaware and the Corporation’s Certificate of Incorporation. Such directors may, by resolution, eliminate any vacant directorship thereby reducing the size of the whole Board of Directors but in no event shall the size of the Board of Directors be reduced to less than three directors. No decrease in the Board of Directors shall shorten the term of any incumbent directors.

 

Section 4.      General Powers. The business of the Corporation shall be managed under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

 

Section 5.      Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

 

Section 6.      Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

 

Section 7.      Special Meetings. Special meetings of the Board of Directors may be called at the request of the Chairman of the Board, the Chief Executive Officer, or any three members of the Board of Directors. Notice of the time and place of such meeting shall be given to each director by mail not less than three (3) days before the meeting or personally, by courier, telephone, facsimile, telecopy or by other electronic means to each director not less than twelve (12) hours before such meeting.

 

 

Section 8.      Quorum. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws or the rules and regulations of any securities exchange on which the Corporation’s securities are listed for trading. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 9.      Organization. At each meeting of the Board of Directors, the Chairman of the Board, or in his or her absence, the Chief Executive Officer of the Corporation, or in his or her absence, a Vice Chairman, or in the absence of all of said officers, a Chairman chosen by a majority of the directors present, shall preside. The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, if any, or, in the absence of both the Secretary and Assistant Secretaries, any person whom the Chairman shall appoint, shall act as secretary of the meeting.

 

Section 10.    Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

 

Section 11.    Participation by Conference Telephone. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

 

Section 12.    Compensation. The directors may receive reasonable fees to be determined from time to time by the Board of Directors for services actually performed in attending meetings and for other services actually performed and the expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors. A director who is, at the same time, an officer or employee of the Corporation or an officer or employee of a subsidiary or affiliate more than 50% owned by the Corporation, shall not be entitled to receive any compensation or fee for service as a director or as a member of any committee of the Board of Directors.

 

 

ARTICLE IV

 

Committees

 

Section 1.      Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange on which the securities of the Corporation are listed for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange on which the securities of the Corporation are listed for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained in this Article IV, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling. Subject to the provisions of Section 12 of Article III of these Bylaws, each member of any Committee may receive a reasonable fee to be fixed by the Board of Directors for services actually performed in attending meetings, and for other services actually performed, and shall receive expenses of attendance, if any are actually incurred by member for attendance at any meeting of the Committee.

 

Section 2.      Subcommittees. A Committee may appoint such subcommittees as it shall deem necessary.

 

Section 3.      Vacancies. Any vacancy in a Committee shall be filled by a majority of the whole Board of Directors.

 

 

ARTICLE V

 

Notices

 

Section 1.      Written Notice. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, such notice shall be in writing and shall be given in person or by mail to such director or stockholder, except that notice to directors may also be given personally by courier, telephone, facsimile, telecopy or by other electronic means. If mailed, notice shall be addressed to such director or stockholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and shall be deemed to be given at the time when the same shall be deposited in the United States mail.

 

Section 2.      Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

 

ARTICLE VI

 

Officers

 

Section 1.      Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a Treasurer and a Secretary. The Board of Directors, in its discretion, may also choose a Chairman of the Board and one or more Vice Chairmen of the Board from among their members, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more additional Vice Presidents, and one or more Assistant Treasurers and Assistant Secretaries. The Board of Directors may also elect a Chief Financial Officer and a Chief Operating Officer. The Board of Directors may appoint such other officers and agents as it shall deem desirable who shall hold their offices for such terms and shall exercise such powers and responsibilities and perform such duties as shall be specified and from time to time modified or changed by the Board of Directors. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. The officers of the Corporation need not be stockholders of the Corporation.

 

Section 2.      Election and Term of Office. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect the officers of the Corporation. The officers of the Corporation shall hold office until their successors shall have been duly elected or appointed and qualified, or until they shall become disabled, die, retire, resign or be removed.

 

Section 3.      Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the affirmative vote of a majority of the Board of Directors present at any meeting or by any committee or superior officer upon whom such power of removal may be conferred by the Board of Directors. All officers and employees not appointed by the Board of Directors shall hold their offices at the discretion of the Executive Committee or of the officer appointing them.

 

Section 4.      Vacancies. The Board of Directors shall, as soon as practicable, fill any vacancy in the office of Chief Executive Officer. Any vacancy in any other office may be filled temporarily by the Chairman of the Board, or Chief Executive Officer. In case of temporary incapacity or absence of any of the officers, the Chairman of the Board, or the Chief Executive Officer, may make an appointment pro tem and confer on such appointee full power and authority to act in place of any of said officers or appointees so temporarily incapacitated or absent; but such appointment shall be subject to change by the Board of Directors or by the Executive Committee at any regular or special meeting.

 

 

Section 5.      Resignations. Any officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein and, unless otherwise provided therein, the acceptance of such resignation shall not be necessary to make it effective.

 

CHAIRMAN OF THE BOARD

 

Section 6.      Duties. The Chairman of the Board, if one is elected, shall preside, if present, at all meetings of the Board of Directors. The Chairman of the Board shall also perform such other duties and he or she may exercise such other powers as from time to time may be prescribed by these Bylaws or by the Board of Directors. In his or her absence, the Chief Executive Officer shall discharge the duties of the Chairman of the Board.

 

VICE CHAIRMEN OF THE BOARD

 

Section 7.      Duties. The Vice Chairmen of the Board, if any, shall perform such duties and may exercise such powers as from time to time may be prescribed by the Board of Directors.

 

CHAIRMAN OF THE EXECUTIVE COMMITTEE

 

Section 8.      Duties. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee. In the absence of the Chairman of the Executive Committee, his or her duties shall be discharged by the Chief Executive Officer.

 

CHIEF EXECUTIVE OFFICER

 

Section 9.      General Powers and Duties. The Chief Executive Officer shall have the general care, supervision and control of the Corporation’s business and operations. The Chief Executive Officer shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe and shall perform such other duties as are incidental to the office of Chief Executive Officer. In the event there is no Chairman of the Board or in the absence or incapacity of the Chairman of the Board, he shall preside at all meetings of the Board of Directors and stockholders.

 

Section 10.    Appointments. Except as otherwise provided by statute, the Certificate of Incorporation, or these Bylaws, the Chief Executive Officer may employ such persons as he shall deem necessary for the proper management of the business and property of the Corporation.

 

PRESIDENT AND VICE PRESIDENTS

 

Section 11.    Powers and Duties. The President and Vice Presidents shall have such designations or titles and powers and perform such duties as shall from time to time be conferred and prescribed by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

 

 

SECRETARY

 

Section 12.    Duties. The Secretary, or, in his or her absence, an Assistant Secretary, shall attend all meetings of the stockholders, of the Board of Directors and of the Committees of the Board of Directors.

 

Section 13.    Notice of Meetings. The Secretary, or any Assistant Secretary, shall give due notice of all meetings of the stockholders and of the Board of Directors and of the Executive Committee, where such notice is required by law, by the Certificate of Incorporation, by these Bylaws, by the Board of Directors or by the Executive Committee.

 

Section 14.    Custody of Seal. The Secretary shall be custodian of the seal of the Corporation, of its records, and of such papers and documents as may be committed to his or her care by the Board of Directors or of the Executive Committee. He shall have power to affix the seal of the Corporation to instruments to which the same is authorized to be affixed by the Board of Directors or by the Executive Committee, and shall have power to attest the same. He shall perform such other duties as may be assigned to him by the Chairman of the Board (if any), the Chief Executive Officer, the Board of Directors or the Executive Committee, or as may be prescribed in the rules or regulations to be adopted by the Board of Directors.

 

Section 15.    Duties of Assistant Secretaries. The Assistant Secretary or Secretaries shall perform the duties of the Secretary in his or her absence and such duties as may be assigned to him or them by the Board of Directors, the Executive Committee, the Chairman of the Board, or the Chief Executive Officer, or as may be prescribed in the rules or regulations to be adopted by the Board of Directors or the Executive Committee; and, he or they shall have the power to affix the corporate seal to instruments and to attest the same and to sign the certificates of stock of the Corporation.

 

OTHER OFFICERS

 

Section 16.    Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Chief Executive Officer or the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

 

Section 17.    Other Positions. The Chief Executive Officer may authorize the use of titles, including the titles of chairman, Chief Executive Officer and vice president, by individuals who hold management positions with the business groups, divisions or other operational units of the Corporation, but who are not and shall not be deemed officers of the Corporation. Individuals in such positions shall hold such titles at the discretion of the appointing officer, who shall be the Chief Executive Officer or any officer to whom the Chief Executive Officer delegates such appointing authority, and shall have such powers and perform such duties as such appointing officer may from time to time determine.

 

 

ARTICLE VII

 

Certificates Of Stock and Their Transfer

 

Section 1.      Shares of Stock. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.

 

Section 2.      Lost Certificates. The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

 

Section 3.      Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person's attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

 

Section 4.      Transfer and Registry Agents. The Corporation may maintain a transfer office or agency where its stock shall be directly transferable and a registry office, which may be identical with the transfer or agency, where its stock shall be registered; and the Corporation may, from time to time, maintain one or more other transfer offices or agencies, and registry offices; and the Board of Directors may from time to time, define the duties of such transfer agents and registrars and make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

 

 

Section 5.      Closing of Transfer Books; Record Date. The Board of Directors may close the stock transfer books of the Corporation for a period of not more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any postponement and adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournments or postponement of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned or postponed meeting.

 

Section 6.      Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

 

ARTICLE VIII

 

Amendments and General Provisions

 

Section 1.      Amendments. These Bylaws may only be altered, amended or repealed in accordance with the Corporation’s Certificate of Incorporation.

 

Section 2.      Proxies. Unless otherwise provided by resolution of the Board of Directors, the Chief Executive Officer or any Vice President, from time to time in the name and on behalf of the Corporation may: (i) himself cast the votes which the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporations or consent in writing to any action by such other corporation; (ii) appoint an attorney or attorneys, agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporations or to consent in writing to any action by such other corporation, may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed in the name or on behalf of the Corporation and under its corporate seal all such written proxies or other instruments as may be necessary or proper to evidence the appointment of such attorneys and agents.

 

Section 3.      Fiscal Year. The fiscal year of the Corporation shall end on the last day of December in each year.

 

 

FIRST AMENDMENT

TO

THE AMENDED AND RESTATED BYLAWS

OF

JANUS CAPITAL GROUP INC.

 

Janus Capital Group Inc., a Delaware corporation (the “Corporation”), makes this First Amendment to its Amended and Restated Bylaws, amended and restated as of October 21, 2008 (the “Bylaws”).

 

WHEREAS, pursuant Article SIXTH of the Amended and Restated Certificate of Incorporation of the Corporation and Article VIII, Section 1 of the Bylaws, the Board of Directors is authorized to amend the Bylaws; and

 

WHEREAS, the Board of Directors approved an amendment to Article III, Section 1, of the Bylaws in connection with the phased-in elimination of the classification of the Board of Directors and the annual election of all directors.

 

NOW, THEREFORE, the following amendment is hereby made:

 

1.	The second paragraph of Article III, Section 1, hereby is amended in its entirety to read as follows:

 

Commencing at the annual meeting of stockholders held in calendar year 2012 (the “2012 Annual Meeting”), each director shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting; provided, however, each director elected at the annual meeting of stockholders in calendar year 2010 shall hold office until the annual meeting of stockholders in calendar year 2013 and each director elected at the annual meeting of stockholders in calendar year 2011 shall hold office until the annual meeting of stockholders in calendar year 2014. In all such cases, each director shall hold office until his or her successor shall have been duly elected and qualified, or until his or her earlier resignation or removal.

 

2.	All other provisions of the Corporation’s Bylaws shall remain in full force and effect.

 

 

SECOND AMENDMENT

TO

THE AMENDED AND RESTATED BYLAWS

OF

JANUS CAPITAL GROUP INC.

 

April 22, 2016

 

Janus Capital Group Inc., a Delaware corporation (the “Corporation”), makes this Second Amendment to its Amended and Restated Bylaws, amended and restated as of October 21, 2008, and as amended further by the First Amendment to the Amended and Restated Bylaws as of May 18, 2012 (the “Bylaws”).

 

WHEREAS, pursuant to Article SIXTH of the Amended and Restated Certificate of Incorporation of the Corporation and Article VIII, Section 1 of the Bylaws, the Board of Directors is authorized to amend the Bylaws; and

 

WHEREAS, the Board of Directors approved an amendment to Article VIII of the Bylaws in connection with the selection of the State of Delaware as the sole exclusive forum by which certain derivative or other actions may be brought.

 

NOW, THEREFORE, the following amendment is hereby made:

 

1.	Article VIII is hereby amended by adding the following as a new Section 4:

 

Section 4. Forum for Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware, the Certificate of Incorporation, or these Bylaws, or as to which the General Corporation Law of Delaware confers jurisdiction upon the Court of Chancery of the State of Delaware, (iv) any action asserting a claim governed by the internal affairs doctrine, or (v) any other internal corporate claim as defined in Section 115 of the General Corporation Law of Delaware or any successor provision, shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction to decide such action or claim, another Delaware state court that has subject matter jurisdiction to decide such action or claim, or, if no Delaware state court has subject matter jurisdiction to decide such action or claim, the federal district court for the District of Delaware if it has subject matter jurisdiction to decide such action or claim). Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 4. If any action the subject matter of which is within the scope of this Section 4 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 4 and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. References to the General Corporation Law of Delaware, the Certificate of Incorporation, or these Bylaws apply as each may be amended from time to time. If any provision or provisions of this Section 4 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 4 (including, without limitation, each portion of any sentence of this Section 4 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby

 

 

 

Exhibit 5.1

 

 

Our Ref:

SDM/AMM/1045060/0023/J24202014v4

18 November 2024

 

To the Addressee(s) listed in Schedule 1

 

Janus Henderson Group plc (the “Company”)

 

1.             Background

 

We act as Jersey legal advisers to the Company in connection with the issuance of the Notes by the Issuer and the Documents.

 

2.             Definitions and interpretation

 

2.1

Capitalised terms used in this Opinion shall have the meanings given to them in Part A of Schedule 5 (Definitions and Interpretation).

 

2.2

This Opinion shall be interpreted and construed in accordance with Part B of Schedule 5 (Definitions and Interpretation).

 

3.             Scope

 

3.1

This Opinion is limited to: (a) matters of Jersey law and practice as at the date of this Opinion; and (b) matters expressly stated in this Opinion.

 

3.2

We have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

 

3.3

This Opinion is based only on those matters of fact known to us at the date of this Opinion.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 2

 

4.             Documents EXAMINED AND SEARCHES

 

4.1

In giving this Opinion we have examined copies sent to us in electronic form by email of each Document.

 

4.2

In addition, we have examined each Further Document.

 

4.3

The Documents and the Further Documents are the only documents we have seen or examined for the purposes of this Opinion.

 

4.4

The Searches are the only searches, investigations or enquiries we have carried out for the purposes of this Opinion.

 

5.             Assumptions and qualifications

 

5.1

This Opinion is given: (a) in reliance on the Assumptions; and (b) on the basis that the Assumptions (which we have not independently investigated or verified) are accurate, and have been accurate, in all respects at the date of this Opinion, and at all other relevant times.

 

5.2

This Opinion is subject to the Qualifications.

 

6.             Opinion

 

We are of the opinion that:

 

6.1

Incorporation, valid existence, power and capacity

 

6.1.1

The Company is duly incorporated with limited liability and validly existing under Jersey law.

 

6.1.2

The Company has the corporate power and capacity to enter into, and to perform its obligations under, each Document.

 

6.2

Authority and execution

 

6.2.1

The Company has taken the corporate and other action necessary under Jersey law to authorise the acceptance and due execution of, and the performance of its obligations under, each Document.

 

6.2.2

Each Document has been duly executed by the Company.

 

6.3

Non-conflict

 

The Company’s entry into, and performance of its obligations under, each Document do not conflict with any applicable law or regulation of Jersey to which the Company is subject or any provision of the Memorandum and Articles of Association.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 3

 

6.4

Search results

 

6.4.1

The Public Records Search revealed no evidence of any current resolutions or orders for winding up or dissolution of the Company and no evidence of the appointment of any liquidator in respect of the Company or any of its assets.

 

6.4.2

The office of the Viscount has given the Viscount Confirmation.

 

6.4.3

The Judicial Greffe has given the Creditors’ Winding Up Confirmation.

 

7.

law Governing THIS OPINION, limitations, benefit, disclosure and reliance

 

7.1

This Opinion is governed by and shall be construed in accordance with Jersey law.

 

7.2

We assume no obligation to advise you or any other person, or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed in this Opinion.

 

7.3

This Opinion is addressed only to you and is solely for the benefit of you and your professional legal advisers in connection with each Document and except with our prior written consent it may not be disclosed to, used or relied on by any other person or for any other purpose, or referred to or made public in any way.

 

7.4

We consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended (the “Securities Act”) or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.

 

Yours faithfully

 

Carey Olsen Jersey LLP

 

 

 

Janus Henderson Group plc 18 November 2024 Page 4

 

Schedule 1

 

Addressee(s)

 

Janus Henderson Group plc

 

Janus Henderson US (Holdings) Inc

 

 

Janus Henderson Group plc 18 November 2024 Page 5

 

Schedule 2

 

Documents EXAMINED

 

Part A

 

The Documents

 

1.

An indenture dated as of 10 September 2024 between, among others, the Company, the Issuer and the Trustee.

 

2.

A registration rights agreement dated 10 September 2024 between, among others, the Company, the Issuer and the Initial Purchasers.

 

Part B

 

Further Documents

 

1.             A copy of:

 

1.1

the Certificate of Incorporation;

 

1.2

the Memorandum and Articles of Association;

 

1.3

the Registers; and

 

1.4

the Consent.

 

2.

A copy of the written resolutions document including the Director Resolutions.

 

3.             A copy of

 

3.1 the Registration Statement; and

 

3.2 the Prospectus.

 

4.             The Public Records.

 

5.             The Viscount Confirmation.

 

6.

The Creditors’ Winding Up Confirmation.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 6

 

Schedule 3

 

Assumptions

 

1.             Authenticity

 

1.1

The genuineness and authenticity of all signatures, initials, stamps, seals and markings on all documents examined by us, including, in the case of copy documents examined by us, on the originals of those copies.

 

1.2

Where any person has purported to sign a Document for or on behalf of the Company by electronic signature, either:

 

1.2.1

that person affixed, attached or inserted their own electronic signature to or in such Document; or

 

1.2.2

that person authorised another person (the “delegate/agent”) to affix, attach or insert that person’s electronic signature to or in such Document and that person’s electronic signature was affixed, attached or inserted by the delegate/agent,

 

and no other person affixed, attached or inserted that signature to or in such Document.

 

1.3

Where any person (the “witness”) has purported to sign a Document as a witness to the signing of such Document by another person for or on behalf of the Company:

 

1.3.1

the witness was physically present with that other person when such Document was so signed by that other person; or

 

1.3.2

at the time when such Document was so signed by that other person:

 

(a)

the witness and that other person were able to see one another by means of an audio-visual link; and

 

(b)

either:

 

(i)

(A) by means of that audio-visual link, the witness positively identified that other person and saw that other person sign such Document; (B) that other person sent an electronic copy of such Document so signed to the witness; and (C) the witness signed such Document attesting to the signature of that other person on such Document; or

 

(ii)

(A) the witness was in communication with that other person by any other electronic means; (B) the witness and that other person were both able to see such Document; (C) that other person made their electronic signature on or in relation to such Document; and (D) the witness signed such Document attesting to the signature of that other person on such Document.

 

 

Janus Henderson Group plc 18 November 2024 Page 7

 

2.             Copies

 

The completeness and conformity to original documents of all copies examined by us.

 

3.             Execution versions/drafts

 

Where we have been provided with a document (whether original or copy) in executed form or with only the signature page of an executed document, that such executed document does not differ from the latest draft or execution version of the document provided to us and/or, where a document has been reviewed by us only in draft, execution or specimen form, it has been executed in the form of that draft, execution version or specimen.

 

4.

Signing

 

4.1

Each Document has been signed for or on behalf of the Company by one Authorised Signatory.

 

4.2

Each party (other than the Company as a matter of Jersey law) has duly executed those documents to which it is a party.

 

4.3

Where any person has signed a Document for or on behalf of the Company, or as a witness to such signing of a Document, by electronic signature, such person used an Acceptable Method.

 

5.             Dating and delivery

 

Each Document has been dated and has been duly and unconditionally delivered by each of the parties to it.

 

6.             Directors’ duties

 

6.1

In resolving that the Company enter into each Document and the transaction(s) documented or contemplated by each Document the directors of the Company were acting with a view to the best interests of the Company and were otherwise exercising their powers in accordance with their duties under all applicable laws.

 

6.2

Each director of the Company has disclosed all interests required to be disclosed by the Companies Law and the Articles of Association in accordance with the provisions of the Companies Law and the Articles of Association.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 8

 

7.             Solvency

 

7.1

The Company remains solvent (meaning that the Company will be able to discharge its liabilities as they fall due) after entering into each Document and the transaction(s) documented or contemplated by each Document, and all statements, assessments and opinions of solvency made or expressed by the directors of the Company in the Further Documents have been properly made.

 

7.2

The Company has not had served on it a statutory demand requiring payment for the purposes of Article 157A(2) of the Companies Law.

 

8.             No litigation

 

Without prejudice to our opinion in paragraph ‎6.3 (Search results)

 

no notice has been given to the Company that an application is being made, and no application has been made, to the Royal Court by any person for an order for or in respect of a winding up of the Company, and no such order has been made by the Royal Court; and

 

8.1

the Company is not involved in, and there is not pending or threatened against the Company, any other action, suit or proceeding of any kind before any court, tribunal, governmental body, agency or official or any arbitrator that is relevant to or that might affect the opinions expressed in this Opinion.

 

9.             Consents etc. - Jersey

 

9.1

The Consent is in full force and effect and has not been infringed, revoked, superseded or amended and no other consents, authorisations, licences, registrations, approvals, filings or other requirements of any governmental, judicial or other public bodies or authorities in Jersey have been or should have been obtained, made or satisfied by the Company.

 

10.           Consents etc. - other laws

 

All consents, authorisations, registrations, approvals, filings or other requirements of any governmental, judicial or other public bodies or authorities required to be obtained, made or satisfied by the Company under any law (other than Jersey law): (a) for the execution and delivery of each Document and the performance of its obligations under each Document; and (b) generally for the enforceability of each Document, have been obtained, made or satisfied and, where appropriate, remain in full force and effect.

 

11.           Establishment, existence, capacity and authority – other parties

 

Each party (other than the Company as a matter of Jersey law) is duly established and validly existing and: (a) has the necessary capacity, power, authority and intention; (b) has taken the corporate and other action necessary to authorise it; and (c) has obtained, made or satisfied all necessary consents, authorisations, registrations, approvals, filings or other requirements (i) of any governmental, judicial or other public bodies or authorities or (ii) imposed by any contractual or other obligation or restriction binding upon it; in each case to enter into and deliver, and perform its obligations under, the documents to which it is a party.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 9

 

12.           Capacity and authority – the Company

 

12.1

The Director Resolutions were duly passed, are in full force and effect and have not been revoked, superseded or amended, and are the only resolutions passed by the directors of the Company relating to the matters referred to in those resolutions.

 

12.2

The Company is acting as principal on its own behalf in entering into each Document and not as an agent, trustee, nominee or in any other capacity.

 

13.            No sovereign possession, control, interest or authority

 

13.1

No state (including a sovereign or other head, or government or department of government, of a state) has possession or control of, or any interest in, any property of the Company.

 

13.2

The Company does not exercise sovereign authority (whether in respect of the transaction(s) documented or contemplated by any Document or otherwise).

 

14.           No conflict – foreign law or regulation

 

There is no provision of the law or regulation of any jurisdiction other than Jersey that would have any adverse implication in relation to the opinions expressed in this Opinion.

 

15.           Searches

 

15.1

The Public Records are accurate and complete, with all documents or information that are required to be filed or registered by or in relation to the Company with the Registrar of Companies (whether or not any time limit for such filing or registration has yet expired) having been so filed or registered and appearing in the Public Records.

 

15.2

The Viscount Confirmation (construed as if the expression “to the best of my knowledge and belief” or similar did not appear in it) is accurate and complete.

 

15.3

The Creditors’ Winding Up Confirmation (construed as if the expression “to the best of my knowledge and belief” or similar did not appear in it) is accurate and complete.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 10

 

15.4

There has been no change in the public records relating to the Company available for inspection in the companies register on the web-site of the Registrar of Companies since the time we carried out the Public Records Search.

 

15.5

There has been no change in the records relating to the Company available to the office of the Viscount since the time it gave the Viscount Confirmation.

 

15.6

There has been no change in the records relating to the Company available to the Judicial Greffe since the time it gave the Creditors’ Winding Up Confirmation.

 

16.           Certificate of Incorporation and Memorandum and Articles of Association

 

The Certificate of Incorporation and Memorandum and Articles of Association are in full force and effect and have not been superseded or amended and there are no resolutions, agreements or arrangements (in each case, whether of the board of directors, shareholders, or otherwise) that affect, limit, supplement, override or amend the Memorandum and Articles of Association.

 

17.           Registers and appointments

 

17.1

The accuracy and completeness of the Registers and that each director, alternate director (if any) and secretary of the Company and of any corporate director of the Company stated in the Registers has been validly appointed.

 

17.2

The Registers remain up to date as at the date of this Opinion.

 

18.           Not an AIF or alternative investment fund manager to an AIF

 

The Company:

 

18.1

either:

 

18.1.1

is not an “AIF”; or

 

18.1.2

has not been “marketed” at any time in the United Kingdom or in any EU/EEA State; and

 

18.2

does not act as alternative investment fund manager to any “AIF”,

 

where: (a) each of “AIF” and “marketed” has the meaning given in the UK AIFM Regulations or in the AIFM Directive and any applicable implementing legislation in any relevant EU/EEA State, as the case may be; and (b) “EU/EEA State” means: (i) each member State of the European Union; and (ii) each other State to which the AIFM Directive applies and which is a contracting party to the agreement on the European Economic Area signed at Oporto on the 2nd May 1992 as adjusted by the Protocol signed at Brussels on the 17th March 1993.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 11

 

19.           Statements, assessments and opinions as to matters of fact

 

The accuracy, correctness and completeness of all statements, assessments and opinions as to matters of fact contained in each Document and each Further Document.

 

20.            Unknown facts

 

That there is no document or other information or matter (including, without limitation, any arrangement or understanding) that has not been provided or disclosed to us that is relevant to or that might affect the opinions expressed in this Opinion.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 12

 

schedule 4

 

Qualifications

 

1.             Title

 

We offer no opinion as to the title or interest of the Company or any other person to or in, or the existence of, any property or assets the subject of any Document.

 

2.

Commercial terms/performance

 

We offer no opinion on: (a) any commercial term of any Document; (b) whether any such term reflects the intentions of the parties to any such Document; or (c) whether any party to any Document will or will be able to perform its obligations under any such Document.

 

3.

No conflict – purpose, contractual obligations etc.

 

3.1

We offer no opinion on whether the Company’s entering into and performance of its obligations under each Document are within the purpose for which the Company was and is to be used as notified to the Jersey Financial Services Commission in the incorporation papers of the Company.

 

3.2

We offer no opinion on:

 

3.2.1

whether there are any contractual or other obligations or restrictions binding on the Company that would or could have any adverse implication in relation to the opinions expressed in this Opinion; or

 

3.2.2

the manner in which the Company performs its obligations under any Document.

 

4.

Representations and warranties

 

Unless expressly stated otherwise, we offer no opinion in relation to any representation or warranty made or given in or in connection with any Document or Further Document.

 

5.

Searches/registries

 

5.1

The Public Records Search is not conclusively capable of revealing whether or not: (a) a winding up order has been made or a resolution passed for the winding up of the Company; or (b) an order has been made or a resolution passed appointing a liquidator in respect of the Company, as notice of these matters might not be filed with the Registrar of Companies immediately and, when filed, might not be entered in the public records of the Company immediately.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 13

 

5.2

The Viscount Enquiry and Viscount Confirmation relate only to the property of the Company being declared to be en désastre. There is no formal procedure for determining whether the Company has otherwise become Bankrupt.

 

5.3

For the purposes of providing the Creditors’ Winding up Confirmation, the Judicial Greffe has completed the Creditors’ Winding Up Search. The Creditors’ Winding Up Search:

 

5.3.1

is capable of revealing only whether the Company has been listed as being the subject of an application to the Royal Court for a creditors’ winding up and not any other proceedings whether in the Royal Court or in any other court or tribunal including, for example, the Petty Debts Court of Jersey (which deals with debt claims that do not exceed £30,000);

 

5.3.2

is not conclusively capable of revealing whether or not an application has been made to the Royal Court for an order that a creditors’ winding up must commence in respect of the Company as such an application, when filed, might not be placed on the Royal Court Civil records immediately; and

 

5.3.3

is not capable of revealing, among other things: (1) whether or not any statutory demand, as provided for in the Companies Law, has been served on the Company requiring the Company to pay a sum due; or (2) whether or not an order has been made: (i) that a creditors’ winding up must commence in respect of the Company; or (ii) appointing a liquidator and/or appointing a liquidator provisionally in respect of the Company.

 

5.4

Information available in public registries in Jersey is limited. In respect of security interests, there are: (a) the Security Interests Register; and (b) publicly available records of: (i) hypothèques over real property situated in Jersey; (ii) mortgages of ships registered in Jersey; and (iii) mortgages over aircraft, and aircraft engines, registered in Jersey. We have not examined any such public records for the purposes of giving this Opinion.

 

6.

Enforcement

 

6.1

We offer no opinion as to the enforceability of any obligations under or pursuant to any transaction, agreement or document entered into or to be entered into by the Company.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 14

 

SCHEDULE 5

 

Definitions and interpretation

 

Part A

 

Definitions

 

“2012 Law”	means the Security Interests (Jersey) Law 2012;
“Acceptable Method”	means where:   (a)         a person accesses a Document through a web-based e-signature platform and clicks to have his or her name in a typed or handwriting font or his or her signature in the form of an image automatically inserted into the Document in the appropriate place;   (b)         a person electronically pastes his or her signature (e.g. in the form of an image) into an electronic (i.e. soft copy) version of a Document in the appropriate place; and/or   (c)        a person uses a finger, light pen or stylus and a touchscreen to write his or her name electronically in the appropriate place in a Document,   in each case where the method used identifies the person who provided the signature and indicates the person’s approval of the Document (or, where the person is signing as a witness to the signing of the Document, indicates the person’s attestation of that signing of the Document);
“Addressee(s)”	means the addressee(s) of this Opinion set out in Schedule 1 (Addressee(s));
“AIFM Directive”	means European Union Directive 2011/61/EU;
“Articles of Association”	means the articles of association of the Company, as supplied to us;
“Assumptions”	means the assumptions set out in Schedule 3 (Assumptions);
“Authorised Signatory”	means a person authorised (including by way of ratification) to sign a Document for or on behalf of the Company pursuant to the relevant Director Resolutions;

 

 

 

Janus Henderson Group plc 18 November 2024 Page 15

 

“Bankrupt” and “Bankruptcy”	have the meanings given to those words by Article 8 of the Interpretation (Jersey) Law 1954;
“Bankruptcy Law”	means the Bankruptcy (Désastre) (Jersey) Law 1990;
“Certificate of Incorporation”	means together the Company’s certificate of incorporation and certificates of incorporation on change of name, as supplied to us;
“Companies Law”	means the Companies (Jersey) Law 1991;
“Consent”	means the consent to issue shares dated 1 January 2017 granted to the Company pursuant to the Control of Borrowing (Jersey) Order 1958, as supplied to us;
“Creditors’ Winding Up Confirmation”	means the confirmation given on the date of this Opinion by a representative of the Judicial Greffe in response to the Creditors’ Winding Up Enquiry, that, to the best of the representative’s knowledge and belief, the Company has not been listed as being the subject of an application for a creditors’ winding up;
“Creditors’ Winding Up Enquiry”	means our enquiry to the Judicial Greffe in respect of whether any application has been made to the Royal Court by any person for an order that a creditors’ winding up must commence in respect of the Company;
“Creditors’ Winding Up Search”	means the search by the Judicial Greffe of the Royal Court Civil records from 1 March 2022 to-date;
“director”	includes, where the context permits, a person occupying the position of director, by whatever name called;
“Director Resolutions”	means the resolutions of the directors of the Company stated as passed on 29 August 2024 in the form of written resolutions of the directors of the Company, relating to the Documents and as supplied to us;
“Documents”	means the documents listed in Part A of Schedule 2 (Documents Examined);
“Further Documents”	means the documents listed in Part B of Schedule 2 (Documents Examined);
“Issuer”	means Janus Henderson US (Holdings) Inc.;
“Judicial Greffe”	means the office of the Judicial Greffe in Jersey;

 

 

 

Janus Henderson Group plc 18 November 2024 Page 16

 

“Memorandum and Articles of Association”	means the memorandum and articles of association of the Company, as supplied to us;
“New Notes”	has the meaning given to that term in the Prospectus;
“Notes”	means $400,000,000 5.450% Senior Notes due 2034 issued by the Issuer;
“Opinion”	means this legal opinion and includes the Schedules;
“Prospectus”	means the prospectus dated 18 November 2024 in relation to the exchange offer of the Notes for New Notes which is supplemental to the Registration Statement;
“Public Records”	means the public records of the Company available for inspection in the companies register on the web-site of the Registrar of Companies at the time we carried out the Public Records Search;
“Public Records Search”	means our inspection of the Public Records on the date of this Opinion;
“Qualifications”	means the observations and qualifications set out in Schedule 4 (Qualifications);
“Registers”	means the registers of directors and secretaries of the Company, as supplied to us;
“Registrar of Companies”	means the Registrar of Companies in Jersey;
“Registration Statement”	means the registration statement on Form S-4, as filed with the SEC on 18 November 2024, in relation to, among other things, the exchange of the Notes for New Notes in a transaction registered under the Securities Act;
“Searches”	means the Creditors’ Winding Up Enquiry, the Public Records Search and the Viscount Enquiry;
“SEC”	means the U.S. Securities and Exchange Commission or any successor thereto
“Securities Act”	means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder;
“Security Interests Register”	means the register maintained by the Registrar of Companies under the 2012 Law in respect of security interests created and assignments of receivables effected under the 2012 Law;

 

 

 

Janus Henderson Group plc 18 November 2024 Page 17

 

“Trustee”	means The Bank of New York Mellon Trust Company, N.A.;
“UK AIFM Regulations”	means the Alternative Investment Fund Managers Regulations 2013 of the United Kingdom (S.I. 2013/1773);
“Viscount”	means the Viscount in Jersey;
“Viscount Confirmation”	means the confirmation given on the date of this Opinion by a representative of the office of the Viscount in response to the Viscount Enquiry, that, to the best of the representative’s knowledge and belief, the property of the Company has not been declared to be en désastre; and
“Viscount Enquiry”	means our enquiry to the office of the Viscount in respect of whether the property of the Company has been declared to be en désastre.

 

 

 

Janus Henderson Group plc 18 November 2024 Page 18

 

Part B

 

Interpretation

 

1.             References in this Opinion to:

 

1.1

a Schedule are references to a schedule to this Opinion;

 

1.2

a “person” include any body of persons corporate or unincorporated;

 

1.3

legislation include, where relevant, a reference to such legislation as amended at the date of this Opinion;

 

1.4

“signed” (and the words “sign” and “signature” shall be construed accordingly) include, where relevant and the context so admits, signed by electronic signature and “executed” (and the words “execute” and “execution” shall be construed accordingly) include, where relevant and the context so admits, signed by electronic signature;

 

1.5

“you” means the Addressee(s) and where there is more than one Addressee, means each of them; and

 

1.6

“we”, “us” or “our” in relation to the examination, sight, receipt or review by us, or provision to us, of information or documents are references only to our lawyers who worked on the preparation of this Opinion acting for the Company in this matter.

 

2.

Where a capitalised term appears in the left-hand column of Part A of Schedule 5 (Definitions and Interpretation) in the singular, its plural form, if used in this Opinion, shall be construed accordingly, and vice versa.

 

3.

Headings in this Opinion are inserted for convenience only and shall not affect the construction of this Opinion.

 

 

 

 

Exhibit 5.2

 

Skadden, Arps, Slate, Meagher & Flom llp

One Manhattan West

New York, NY 10001 ________   TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com                         November 18, 2024

FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO

 

Janus Henderson Group plc

201 Bishopsgate

London, United Kingdom

EC2M3AE

 

Ladies and Gentlemen:

 

Re:	Janus Henderson Group plc
	Registration Statement on Form S-4

 

We have acted as special United States counsel to Janus Henderson Group plc, a public limited company incorporated and registered in Jersey, Channel Islands (the “Parent”), in connection with the public offering by Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), of up to $400,000,000 aggregate principal amount of the Issuer’s 5.450% Senior Notes due 2034 (the “New Notes”) to be issued under the Indenture, dated as of September 10, 2024 (the “Indenture”), among the Issuer, the Parent, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

 

The New Notes are to be issued pursuant to an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $400,000,000 of the New Notes, which have been registered under the Securities Act of 1933 (the “Securities Act”), for a like principal amount of the Issuer’s issued and outstanding 5.450% Senior Notes due 2034 (the “Old Notes”) as contemplated by a Registration Rights Agreement, dated as of September 10, 2024 (the “Registration Rights Agreement”), among the Issuer, the Parent, and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers of the Old Notes.

 

As of the date hereof, the Guarantor guarantees the Old Notes and will guarantee the New Notes immediately following the Exchange Offer and any Old Notes that remain outstanding following the Exchange Offer.

 

 

Janus Henderson Group plc

November 18, 2024

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In rendering the opinions stated herein, we have examined and relied upon the following:

 

(a)

the registration statement on Form S-4 of the Issuer and the Guarantor relating to the New Notes filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act (such registration statement being hereinafter referred to as the “Registration Statement”);

 

(b)	an executed copy of the Registration Rights Agreement;

 

(c)	an executed copy of the Indenture, including Article 10 thereof containing the guaranty obligations of the Guarantor (the “Guarantee”);

 

(d)	the forms of global certificates included in the Indenture (the “New Notes Certificates”) evidencing the New Notes to be registered in the name of Cede & Co.;
(e)	an executed copy of a certificate for the Issuer of Peter Falconer, Assistant Secretary of the Issuer, dated the date hereof (the “Secretary’s Certificate”);

 

(f)	a copy of the Issuer’s Certificate of Incorporation, as amended and in effect as of the date hereof, certified by the Secretary of State of the State of Delaware as of November 15, 2024, and certified pursuant to the Secretary’s Certificate;

 

(g)	a copy of the Issuer’s Amended and Restated Bylaws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate; and

 

(h)	a copy of certain resolutions of the Board of Directors of the Issuer, adopted on August 30, 2024, certified pursuant to the Secretary’s Certificate.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuer and the Guarantor and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Issuer, the Guarantor and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

 

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer, the Guarantor and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Transaction Documents (as defined below).

 

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined on Law”).

 

As used herein, “Transaction Documents” means the Indenture and the New Notes Certificates.

 

 

Janus Henderson Group plc

November 18, 2024

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

 

1.

The New Notes Certificates have been duly authorized by all requisite corporate action on the part of the Issuer and duly executed by the Issuer under the DCGL, and when duly authenticated by the Trustee and issued and delivered by the Issuer upon consummation of the Exchange Offer against receipt of the Old Notes to be surrendered in exchange therefor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the New Notes Certificates will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms under the laws of the State of New York.

 

2.

When the New Notes Certificates are issued and delivered by the Issuer upon consummation of the Exchange Offer against receipt of the Old Notes to be surrendered in exchange therefor in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the Guarantee of the Guarantor will constitute the valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms under the laws of the State of New York.

 

The opinions stated herein are subject to the following assumptions and qualifications:

 

(a)

we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

 

(b)

we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

 

(c)	except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

 

(d)

we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

 

(e)	subsequent to the effectiveness of the Indenture and immediately prior to the issuance of the New Notes Certificates, the Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the New Notes Certificates;

 

(f)

we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

 

 

Janus Henderson Group plc

November 18, 2024

 

(g)

to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or constitutionality;

 

(h)

we do not express any opinion with respect to the enforceability of Section 10.01(a) of the Indenture to the extent that such section provides that the obligations of the Guarantor are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;

 

(i)

we have assumed that the Issuer has accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

 

(j)	we call to your attention that the opinions stated herein are subject to possible judicial action giving effect to governmental actions or laws of jurisdictions other than those with respect to which we express our opinion;

 

(k)

we do not express any opinion whether the execution or delivery of any Transaction Document by the Issuer or the Guarantor, or the performance by the Issuer or the Guarantor of its obligations under any Transaction Document to which the Issuer or the Guarantor is a party will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Issuer or the Guarantor or any of their respective subsidiaries;

 

(l)

the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document that is not a Transaction Document; and

 

(m)	this opinion letter shall be interpreted in accordance with customary practice of the United States lawyers who regularly give opinions in transactions of this type.

 

In addition, in rendering the foregoing opinions we have also assumed that, at all applicable times:

 

(a)

the Guarantor (i) was duly incorporated and was validly existing and in good standing, (ii) had requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents and the Registration Rights Agreement to which the Guarantor is a party;

 

(b)	the Guarantor had the power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which the Guarantor is a party;

 

 

Janus Henderson Group plc

November 18, 2024

 

(c)	each of the Transaction Documents to which the Guarantor is a party had been duly authorized, executed and delivered by all requisite action on the part of the Guarantor;

 

(d)

neither the execution and delivery by the Issuer or the Guarantor of the Transaction Documents to which the Issuer or the Guarantor is a party nor the performance by each of the Issuer and the Guarantor of its obligations under each of the Transaction Documents or the Registration Rights Agreement to which the Issuer or the Guarantor is a party, including the issuance of the New Notes: (i) conflicted or will conflict with the memorandum of association or articles of association of the Guarantor, (ii) constituted or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Issuer or the Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (ii) with respect to those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Parent’s Annual Report on Form 10-K for the year ended December 31, 2023), (iii) contravened or will contravene any order or decree of any governmental authority to which either of the Issuer or the Guarantor or its property is subject, or (iv) violated or will violate any law, rule or regulation to which the Issuer or the Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and

 

(e)

neither the execution and delivery by the Issuer or the Guarantor of the Transaction Documents to which the Issuer or the Guarantor is a party nor the enforceability of each of the Transaction Documents to which the Issuer or the Guarantor is a party against the Issuer or the Guarantor requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

 

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,

 

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

 

 

Exhibit 22.1

 

List of Guarantors and Subsidiary Issuers of Guaranteed Securities

 

The subsidiary of Janus Henderson Group plc identified in the table below has issued the debt securities listed opposite such subsidiary issuer. Janus Henderson Group plc has fully and unconditionally guaranteed all such securities.

 

Subsidiary Issuer		Guaranteed Securities
Janus Henderson US (Holdings) Inc.		5.450% Senior Notes due 2034

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Janus Henderson Group plc of our report dated February 27, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Janus Henderson Group plc’s Annual Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

Denver, Colorado

 

November 18, 2024

 

 

Exhibit 25.1

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM T-1 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter) 

 

California		95-3571558
(State of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)
400 South Hope Street, Suite 500 Los Angeles, California		90071
(Address of principal executive offices)		(Zip code)

 

JANUS HENDERSON GROUP PLC

JANUS HENDERSON US (HOLDINGS) INC.

(Exact name of obligors as specified in their charters) 

 

Jersey, Channel Islands Delaware		98-1376360 43-1804048
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
201 Bishopsgate London, United Kingdom 251 Little Falls Drive Wilmington, Delaware		EC2M 3UN 19808
(Address of registrants’ principal executive offices)		(Zip Code)

 

5.450% Senior Notes due 2034

(Title of the indenture securities) 

 

 

 

1.	General information. Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

	Name		Address
	Comptroller of the Currency United Stated Department of the Treasury		Washington, D.C. 20219
	Federal Reserve Bank of New York		San Francisco, CA 94105
	Federal Deposit Insurance Corporation		Washington, D.C. 20429

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor and Guarantor.

 

If the obligor or guarantor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

3-15.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, the obligor or the guarantor is not in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15 .

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.       A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.       A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.       A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).).

 

4.       A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

6.       The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.       A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on November 18, 2024.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ April Bradley
		Name:	April Bradley
		Title:	Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business June 30, 2024, published in accordance with Federal regulatory authority instructions.

 

			Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			5,196
Interest-bearing balances				320,481
Securities:
Held-to-maturity securities				0
Available-for-sale debt securities				519
Equity securities with readily determinable fair values not held for trading				0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices				0
Securities purchased under agreements to resell				0
Loans and lease financing receivables:
Loans and leases held for sale				0
Loans and leases, held for investment	0
LESS: Allowance for credit losses on loans and leases	0
Loans and leases held for investment, net of allowance	0
Trading assets				0
Premises and fixed assets (including right-of-use assets)				11,540
Other real estate owned				0
Investments in unconsolidated subsidiaries and associated companies				0
Direct and indirect investments in real estate ventures				0
Intangible assets				856,313
Other assets				103,122
Total assets			$	1,297,171

 

 

LIABILITIES
Deposits:
In domestic offices				1,073
Noninterest-bearing	1,073
Interest-bearing	0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				0
Securities sold under agreements to repurchase				0
Trading liabilities				0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)				0
Not applicable
Not applicable
Subordinated notes and debentures				0
Other liabilities				259,868
Total liabilities				260,941
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,000
Surplus (exclude all surplus related to preferred stock)				106,831
Not available
Retained earnings				928,399
Accumulated other comprehensive income				0
Other equity capital components				0
Not available
Total bank equity capital				1,036,230
Noncontrolling (minority) interests in consolidated subsidiaries				0
Total equity capital				1,036,230
Total liabilities and equity capital				1,297,171

 

I, Shana Quinn, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Shana Quinn               )               CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Antonio I. Portuondo, President	)
Loretta A. Lundberg, Managing Director	)		Directors (Trustees)
Jon M. Pocchia, Senior Director	)

 

 

v3.24.3

Submission	Nov. 15, 2024
Submission [Line Items]
Central Index Key	0001274173
Registrant Name	JANUS HENDERSON GROUP PLC
Form Type	S-4
Submission Type	S-4
Fee Exhibit Type	EX-FILING FEES

v3.24.3

Offerings - Offering: 1	Nov. 15, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Debt
Security Class Title	5.450% Senior Notes due 2034
Amount Registered | shares	400,000,000
Maximum Aggregate Offering Price	$ 400,000,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 61,240.00
Offering Note	Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended. Represents the aggregate principal amount of the 5.450% Senior Notes due 2034 to be offered in the exchange offer to which the registration statement relates.

v3.24.3

Fees Summary	Nov. 15, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 400,000,000.00
Previously Paid Amount	0.00
Total Fee Amount	61,240.00
Total Offset Amount	0.00
Net Fee	$ 61,240.00

---