Item 1. Security and Issuer
This Amendment No. 10 (this Amendment No. 10) amends the Schedule 13D that was filed on June 8,
2017, as amended by Amendment No. 1 filed on November 14, 2017, Amendment No. 2 filed on December 18, 2017, Amendment No. 3 filed on February 8, 2018, Amendment No. 4 filed on March 7, 2018, Amendment No. 5 filed
on April 3, 2018, Amendment No. 6 filed on April 25, 2018, Amendment No. 7 filed on May 16, 2018, Amendment No. 8 filed on October 4, 2018 and Amendment No. 9 filed on April 27, 2020 (the
Schedule 13D), by Dai-ichi Life Holdings, Inc. (the Investor), relating to the issued and outstanding ordinary shares, par value $1.50 per share (the Company
Ordinary Shares), of Janus Henderson Group plc, incorporated and registered in Jersey, Channel Islands (the Company). The principal executive offices of the Company are located at 201 Bishopsgate, EC2M 3AE, United
Kingdom. Beginning on the date this Amendment No. 10 is filed, all references in the Schedule 13D to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended by this Amendment No. 10. Only those items reported in this
Amendment No. 10 are amended and all other items in the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 10 and not defined herein shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to include the following information:
Termination Agreement
On October 3,
2016, the Investor entered into an Amended and Restated Investment and Strategic Cooperation Agreement (the Investment Agreement) with the Company and Janus Capital Group, Inc. On February 4, 2021, the Company and the
Investor entered into a Termination and Amendment Agreement (the Termination Agreement), which terminated the Investment Agreement and amended certain surviving provisions of the Investment Agreement. Pursuant to the terms of the
Investment Agreement, certain rights and obligations of the parties, including certain standstill provisions, share transfer restrictions, confidentiality obligations and registration rights, survive the termination of the Investment
Agreement. Certain of such surviving provisions with respect to the share transfer restrictions were amended by the Termination Agreement to increase the limit on the number of Company Ordinary Shares that the Investor may sell on a single day from
10% to 20% of the average daily trading volume of the Company Ordinary Shares during a period of thirty trading days immediately preceding the date of such sale (but such limit would not apply to sales in connection with an underwritten public
offering). All of the other rights and obligations of the parties under the Investment Agreement were terminated in accordance with the Termination Agreement as of February 4, 2021.
The foregoing summary of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
Termination Agreement, a copy of which is filed as Exhibit 1 to this Statement and is incorporated herein by reference.
Resignation of Director
In connection with the termination of the Investment Agreement, Tatsusaburo Yamamoto, a director of the Company designated by the
Investor in accordance with the Investment Agreement, voluntarily resigned from the Companys board of directors and all board committees of which he was a member, effective as of February 4, 2021.
Strategic Cooperation Agreement
Although
the parties have agreed to the termination of the Investment Agreement, the Company and the Investor have entered into a new Strategic Cooperation Agreement (the New Agreement) which includes many provisions similar to those in
the Investment Agreement, absent the capital commitment, and reflects the evolution of the companies strategic relationship.
Pursuant to the New Agreement, the Investor will cooperate with the Company in good faith and use commercially reasonable efforts to ensure
that any sales by the Investor of Company Ordinary Shares owned by the Investor be conducted in an orderly manner. The Investor will also consider in good faith to maintain investments of at least US$2.0 billion (with such amount determined
without giving effect to changes in market value or investment performance) in the Companys investment products for three years. The parties will continue to cooperate on the development of new investment products, and cooperate in good faith
and use commercially reasonable efforts to distribute each others investment products through their respective distribution channels.