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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on June 30, 2014

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



OM Asset Management Limited
(Exact name of each registrant as specified in its charter)

England and Wales
(State or other jurisdiction of
incorporation or organization)
  6282
(Primary Standard Industrial
Classification Code Number)
  98-1179929
(IRS Employer
Identification Number)

5th Floor, Millennium Bridge House
2 Lambeth Hill
London EC4V 4GG, United Kingdom
+44-20-7002-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Stephen H. Belgrad
Chief Financial Officer
c/o Old Mutual (US) Holdings Inc.
200 Clarendon Street, 53rd Floor
Boston, Massachusetts 02116
(617) 369-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Floyd I. Wittlin
Christina E. Melendi
Bingham McCutchen LLP
399 Park Avenue
New York, New York 10022
(212) 705-7000

 

Paul D. Tropp
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

           
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee(2)

 

Ordinary shares, $      nominal value

    $100,000,000   $12,880

 

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)
Including ordinary shares which may be purchased by the underwriters to cover over-allotments, if any.

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion. Dated June 30, 2014

Ordinary Shares

LOGO

Ordinary Shares

        This is an initial public offering of ordinary shares of OM Asset Management Limited.

        All of the ordinary shares offered by this prospectus are being sold by OM Group (UK) Limited, which we refer to as OMGUK or the Selling Shareholder. We are not selling any ordinary shares under this prospectus, and we will not receive any of the proceeds from the sale of the ordinary shares being sold by the Selling Shareholder. Upon completion of this offering, Old Mutual plc, which is our parent company and which we refer to as our Parent, indirectly through the Selling Shareholder, will beneficially own approximately        % of our outstanding ordinary shares, or        % if the underwriters exercise their over-allotment option in full. As a result of this ownership and certain approval rights we are granting our Parent under a shareholder agreement, our Parent will have significant power to control our affairs and policies. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Shareholder Agreement."

        No public market for our ordinary shares existed prior to this offering. It is currently estimated that the initial public offering price per share will be between $            and $            . We will apply to have our ordinary shares listed on the New York Stock Exchange under the symbol "OMAM."



        Investing in our ordinary shares involves risks that are described in the "Risk Factors" section beginning on page 12 of this prospectus.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



       
 
 
  Per share
  Total
 

Initial public offering price

  $               $            
 

Underwriting discount

  $               $            
 

Proceeds, before expenses, to the Selling Shareholder

  $               $            

 

        The Selling Shareholder has granted the underwriters an option to purchase up to an additional            ordinary shares.



        The underwriters expect to deliver the ordinary shares against payment on                        , 2014.

BofA Merrill Lynch   Morgan Stanley   Citigroup   Credit Suisse

   

Prospectus dated                        , 2014


Table of Contents


TABLE OF CONTENTS

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    12  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    43  

USE OF PROCEEDS

    45  

REORGANIZATION

    46  

DIVIDEND POLICY

    48  

CAPITALIZATION

    49  

DILUTION

    50  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

    51  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

    54  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    62  

BUSINESS

    106  

REGULATORY ENVIRONMENT

    123  

MANAGEMENT

    130  

COMPENSATION DISCUSSION AND ANALYSIS

    136  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    153  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    162  

DESCRIPTION OF SHARE CAPITAL

    163  

ORDINARY SHARES ELIGIBLE FOR FUTURE SALE

    181  

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR HOLDERS OF ORDINARY SHARES

    183  

MATERIAL UNITED KINGDOM TAX CONSIDERATIONS FOR HOLDERS OF ORDINARY SHARES

    192  

UNDERWRITING

    196  

LEGAL MATTERS

    204  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    204  

WHERE YOU CAN FIND MORE INFORMATION

    205  

INDEX TO FINANCIAL STATEMENTS

    F-1  



        You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. None of OM Asset Management Limited, Old Mutual plc, the Selling Shareholder or the underwriters has authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities. The information contained in this prospectus may only be accurate as of the date of this prospectus.

        OM Asset Management Limited is a newly-formed private limited company under the laws of England and Wales that has not, to date, conducted any activities other than those incidental to its formation, the preparation of this registration statement and the reorganization transactions described under the section "Reorganization," which we refer to as the Reorganization. Upon the consummation of the Reorganization, we will change our name to OM Asset Management plc. Unless we state otherwise or the context otherwise requires, references in this prospectus to "OMAM" refer to OM Asset Management Limited, or OM Asset Management plc, as applicable, and for all periods after the Reorganization (which we expect to be completed prior to the effectiveness of the registration statement of which this prospectus forms a part), references to the "Company" refer to OMAM, and references to "we," "our" and "us" refer to OMAM and its consolidated subsidiaries and equity accounted Affiliates, excluding discontinued operations, after giving effect to the Reorganization. For

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all periods prior to the Reorganization, references to the "Company" refer to Old Mutual (US) Holdings Inc., or OMUSH, a Delaware corporation, and references to "we," "our" and "us" refer to OMUSH and its predecessors and their respective consolidated subsidiaries and equity accounted Affiliates, excluding discontinued operations. Unless we state otherwise or the context otherwise requires, references in this prospectus to "Affiliates" or an "Affiliate" refer to the asset management firms in which we have an ownership interest. References in this prospectus to our "Parent" refer to Old Mutual plc.

        In this prospectus, we rely on and refer to certain market and industry data and forecasts related thereto. We obtained this information and these statistics from sources other than us, which we have supplemented where necessary with information from publicly available sources and our own internal estimates. We use these sources and estimates and believe them to be reliable, but we cannot give you any assurance that any of the projected results will be achieved.

        None of the information in this prospectus or the registration statement of which this prospectus forms a part constitutes either an offer or a solicitation to buy or sell any of our Affiliates' products or services, nor is any such information a recommendation for any of our Affiliates' products or services.

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PROSPECTUS SUMMARY

        The following is a summary of selected information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before deciding to purchase our ordinary shares. Before deciding to invest in our ordinary shares, you should read this entire prospectus carefully, including the Consolidated Financial Statements and the related notes thereto and the information set forth under the sections "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations", in each case included in this prospectus.

        We present economic net income, or ENI, to help us describe our operating and financial performance. ENI is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. ENI is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Furthermore, our calculation of ENI may differ from similarly titled measures provided by other companies. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Performance Measure—Economic Net Income" for a more thorough discussion of ENI and a reconciliation of ENI to U.S. GAAP net income.

Our Business

        We are a global, diversified, multi-boutique asset management company with approximately $203.1 billion of assets under management, or AUM, as of March 31, 2014. We currently operate our business through seven boutique asset management firms, which we refer to as our Affiliates. We are currently a wholly-owned indirect subsidiary of Old Mutual plc, which we refer to as our Parent, an international investment, savings, insurance and banking group established in 1845.

        Our business model combines the investment talent, entrepreneurialism, focus and creativity of leading asset management boutiques with the resources and capabilities of a larger firm. We have a permanent partnership structure with our Affiliates that preserves the unique culture that has made each of them successful and provides investment and day-to-day operational autonomy. We ensure that key management professionals at each Affiliate retain meaningful levels of equity in their own businesses to maintain strong alignment of interests between us, our Affiliates, their clients and our shareholders. Our approach to investing in Affiliates includes a profit-sharing arrangement to provide incentives for growth and prudent business management across multiple generations of Affiliate partners.

        We have broad and deep experience in working with boutique asset managers, and we leverage the expertise and resources within our organization to engage actively with our Affiliates and provide them with capabilities generally unavailable to specialist asset management firms. We work with Affiliates to identify and execute upon growth opportunities for their businesses in areas such as business line expansion and product development, as well as activities critical to the operational success of investment boutiques, including talent management, risk management and compliance support. Our Company-led Global Distribution team complements and enhances the distribution capabilities of our Affiliates. Furthermore, our collaboration with our Affiliates extends to the commitment of seed and co-investment capital to launch new products and investment capital to financially support new growth initiatives. Our business development professionals, all of whom have prior experience executing M&A transactions for asset managers, facilitate growth opportunities for both us and individual Affiliates by sourcing and structuring investments in new Affiliates as well as add-on acquisitions on behalf of existing Affiliates.

 

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        Currently, our business comprises interests in the following Affiliates:

GRAPHIC

        Our diversification, by Affiliate, asset class, geography and investment strategy, enhances relative earnings stability and provides multiple sources of growth for us. Collectively, our Affiliates offer approximately 100 distinct, active investment strategies in U.S., global, international and emerging markets equities, U.S. and emerging markets fixed income, and alternative investments, including timber and real estate. In addition, there is significant diversification within each of our Affiliate firms through the breadth of their respective investment capabilities. We believe our Affiliates have generated strong absolute and relative performance records. As of March 31, 2014, the percentage of our revenue represented by assets under management outperforming their investment benchmarks on a one-, three-, and five-year basis was 77%, 93% and 68%, respectively. As a result, our Affiliates have attracted significant net client cash flows in recent periods, aggregating $6.6 billion in positive flows for the twelve months ended March 31, 2014, representing approximately 4% of beginning-of-period AUM.

        Through our Affiliates, we serve a highly diverse investor base in the institutional and sub-advisory channels in the U.S. and around the world. Our Affiliates currently manage assets for non-U.S. clients in 26 countries, including Australia, Canada, Ireland, Japan, the Netherlands, Saudi Arabia, South Africa, South Korea, Switzerland, and the United Kingdom. Our Company-led Global Distribution platform, launched in 2012, has contributed to the increase of our non-U.S. assets under management. As a result of this effort, we have raised approximately $4.3 billion of new client assets for our current seven Affiliates from the start of 2013 through March 31, 2014.

        Net inflows and positive investment performance, in conjunction with the successful execution of our business strategy, have led to growth in revenues and net income. We measure financial performance primarily through ENI, a non-GAAP measure that we believe better reflects our underlying economic performance and returns to shareholders. Our ENI revenues from 2011 through

 

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2013 grew from $435.7 million to $528.0 million, for a compounded annual growth rate, or CAGR, of 10.1%. Over this period, our pre-tax ENI grew from $124.3 million to $153.0 million, representing a CAGR of 10.9%.

GRAPHIC

Total AUM: $203.1bn

        Data as of March 31, 2014

Competitive Strengths

        We believe our success as a multi-boutique asset management company is driven by the following competitive strengths:

Well-Established, Diverse Affiliates.    Through our seven Affiliates, we are well diversified by brand, strategy and asset class, providing multiple sources of revenue and growth opportunities for our business across global market cycles, while limiting downside risk. Our assets under management across Affiliates are invested in both U.S. and non-U.S. equities as well as fixed income and alternative assets, and span approximately 100 distinct investment strategy composites. We have a well-diversified client base with low levels of client concentration, serving over 600 institutional and sub-advisory clients.

Differentiated Multi-Boutique Model Drives Growth.    Our business is differentiated among multi-boutique asset management firms by our focus on active engagement with our Affiliates to enhance their organic growth potential. We have a two-pronged approach for successfully collaborating with our Affiliate firms. First, we align our interests with those of our Affiliates by providing Affiliate partners with equity in their own firms and through a profit-sharing structure, collectively providing Affiliate partners with meaningful wealth creation opportunities and encouraging investments in long-term growth. Second, we offer our Affiliates strategic and financial support to grow and enhance their businesses, including expansion into new products, strategies, geographies and channels. In addition, our Company-led Global Distribution team complements and enhances the distribution capabilities of our Affiliates.

Track Record of Consistent Investment Performance Across Market Cycles.    Our Affiliates have produced strong long-term investment performance across their product offerings, generating consistent outperformance relative to benchmarks. Through March 31, 2014, 80 of our Affiliates' 90 benchmarked strategies have outperformed their relevant benchmarks since inception on a gross basis, and 97% of our Affiliates' benchmarked assets have outperformed their relevant benchmarks since inception. Our Affiliates' five largest benchmarked investment strategies have each outperformed their relevant benchmarks since inception.

Attractive Financial Model.    Our multi-boutique model generates strong, recurring free cash flow to our business. Our ENI revenue has grown by 8.1% annually since 2009. Moreover, our ENI revenue growth since 2011 has accelerated to 10.1% annually as net client cash flows generated positive annualized increases in revenue in seven of the eight quarters in 2012 and 2013. We earn an attractive margin on

 

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revenue, enhanced by our profit-sharing model that enables us to participate directly in margin expansion as our Affiliates grow. Accordingly, from 2011 to 2013, our pre-tax ENI operating margin before Affiliate key employee distributions grew from 32% to 34%.

Experienced Multi-Boutique Management Team.    The members of our senior management team have significant experience in the asset management industry, with a particular focus on managing multi-boutique businesses. With an average industry tenure of approximately 20 years, each of our senior executives brings a deep understanding of how to structure and maintain relationships that provide Affiliate firms with the proper incentives and resources to continue to generate strong growth.

Strong Growth Prospects from New Affiliate Partnerships.    We have established a reputation as a collaborative and supportive partner to our Affiliates and seek to partner with additional high quality managers who provide scalable institutional quality investment capabilities in asset classes in which we seek an enhanced presence. We believe our business model is attractive to the owners of boutique asset management firms, as it provides them an opportunity to realize a portion of the value they have created, while maximizing the value of their retained equity by accelerating the growth of their businesses alongside an experienced and supportive partner.

Business Strategy

        Our future growth and success will be driven by the following four core strategies:

Continue to Execute on Our Differentiated Multi-Boutique Model.    The cornerstone of our multi-boutique model is to combine the investment talent, entrepreneurialism, focus and creativity of leading asset management boutiques with the expertise and capital of a larger firm in areas where our resources can provide distinct advantages. We provide strategic capabilities to our Affiliates, enabling them to focus on delivering superior investment performance, innovative offerings, and excellent service to their clients. We strive to maintain and enhance the characteristics which have made our Affiliates market leaders in their areas of expertise.

Drive Growth at our Existing Affiliates.    We enhance the growth of our existing Affiliates by:

    Aligning Incentives to Support Organic Growth:  As a permanent partner dedicated to providing our Affiliates with operational autonomy, our structure is designed to align our economic interests with those of our Affiliates to promote long-term client-driven growth. Through retained Affiliate equity ownership and a profit-sharing partnership model, we ensure appropriate focus on key issues critical to the long-term success of each Affiliate, particularly investment performance, client service, talent management and risk management.

    Engaging in Collaborative Growth Initiatives:  Our collaboration with our Affiliates generally consists of strategic support across three primary activities. First, we leverage the broad industry experience of our senior management to evaluate, structure, and support Affiliate growth opportunities. Second, we provide seed and co-investment capital to help launch new products. Finally, we provide selective shared services which leverage our scale across our Affiliate base or provide distinctive strategic operational expertise to our Affiliates.

    Delivering Complementary Global Distribution Capabilities to Broaden Reach:  While our Affiliates have strong client and consultant relationships in their core institutional marketplaces, there are certain areas of distribution outside of their core markets that are more scale-oriented or specialized in nature. To assist our Affiliates in penetrating these markets, we offer a range of distribution capabilities in a transparent, opt-in partnership-based model that is supported by an experienced sales team focused on cultivating broad and deep relationships within the U.S. sub-advised, defined contribution and variable annuity channels and non-U.S. institutional markets.

 

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Invest in New Affiliates.    We will selectively pursue partnerships with additional boutique asset managers that can enhance our growth and diversify our earnings drivers. Our partnership strategy targets asset classes that complement our existing Affiliates' capabilities or provide additional expertise in capacity-constrained investment strategies. Within each asset class, we seek to partner with market leaders that have track records of operating as successful, stand-alone enterprises, as well as demonstrating a strong cultural fit and shared strategic vision with us. We target profitable and growing businesses that have the potential to build a meaningful global presence in a given asset class.

Strategically Manage Capital.    Our business generates significant, recurring free cash flow that can be re-invested in growth oriented strategies to create value for our shareholders. In particular, we believe we can generate strong risk-adjusted returns on allocated capital by (i) providing seed capital to fund new products and strategies, (ii) committing co-investment capital to launch new fund partnerships; (iii) providing investment capital to support organic growth; and (iv) investing in new Affiliates.

        For additional information regarding our business, see "Business."

Summary Risk Factors

        Our business is subject to numerous risks that are described more fully in the section entitled "Risk Factors", including:

    OMAM is a holding company. As such, OMAM does not manage investments for clients and does not directly receive management fees. Substantially all of OMAM's cash flow generation is dependent on our Affiliates, who are registered investment advisers and receive the majority of their fees based on the market values of assets under management.

    Our financial performance is dependent upon the ability of our Affiliates to attract and retain AUM through sound relative investment performance over measured periods of time compared to relevant benchmarks and peer performance results. The performance of our Affiliates' investment strategies can be impacted by factors within and/or outside the control of our Affiliates, including market and economic conditions.

    Assets under management could be withdrawn for any number of reasons, including macroeconomic factors unrelated to investment performance, a reduction in market demand for the asset classes, products or strategies offered by our Affiliates, price declines in the securities markets generally, turnover of investment personnel, price declines in those assets in which client assets are concentrated or changes in investment patterns of clients.

    Maintaining strong relationships with our Affiliates is critical to our business model. Any strains in the relationships that we have with our Affiliates could be detrimental to our overall business.

    As of March 31, 2014, two of our seven Affiliates represented approximately 78% of our assets under management, from which we derive a substantial portion of our revenue. An adverse change in the operating results of either of these Affiliates could have a substantial impact on our results of operations.

    The loss of key investment or management personnel at any of our Affiliates or our Company for any reason could have an adverse impact upon our business, results of operations and financial condition.

    Our profit margins and net income are dependent on the ability of our Affiliates to maintain current fee levels for the products and services they offer. Trends in the asset management industry have led to lower fees in certain segments of the asset management market. There can be no assurance that our Affiliates will be able to maintain their current pricing structures. A reduction in the fees charged by our Affiliates, or limited opportunities to increase fees, will reduce or limit our revenues and could reduce or limit our net income.

 

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    The investment management industry is highly competitive with competition based on a variety of factors, including investment performance, fee rates, continuity of investment professionals, client relationships, the quality of services provided to clients, reputation and the strategies offered. We and our Affiliates compete against a broad range of domestic and international asset management firms, broker-dealers, hedge funds, investment banking firms and other financial institutions. The capital resources, scale, name recognition and geographic footprints of many of these organizations are greater than ours. The recent trend toward consolidation in the investment management industry, and the financial services industry generally, has served to increase the size and strength of a number of our competitors.

    Upon the completion of this offering, our Parent, through the Selling Shareholder, will beneficially own approximately         % of our outstanding ordinary shares, or        % if the underwriters exercise their over-allotment option in full. As a result of this ownership and a shareholder agreement that we will enter into with our Parent prior to or concurrently with the consummation of this offering, which we refer to as the Shareholder Agreement, our Parent will, for so long as it continues to own more than 25% of our outstanding ordinary shares, have significant power to control our affairs and policies.

    Future changes in tax laws or the failure by the United States taxing authorities to treat OMAM as a foreign corporation for U.S. federal tax purposes could limit our ability to utilize tax attributes to offset taxable income and adversely affect our results of operations.

Our Structure and Reorganization

        Old Mutual (US) Holdings Inc., or OMUSH, has historically been an indirect wholly-owned subsidiary of Old Mutual plc. Prior to the consummation of this offering, we will effect a reorganization pursuant to which OMAM, incorporated under the laws of England and Wales, will become the indirect parent company of OMUSH. See "Reorganization" for a detailed summary of the steps that will be taken in the reorganization of our Company.

Our Principal Shareholder

        Upon and after the consummation of this offering, our Parent will indirectly hold a majority of the voting power of our share capital through OMGUK's ownership of        % of our outstanding ordinary shares, or        % if the underwriters exercise their over-allotment option in full. Pursuant to the Shareholder Agreement, our Parent will, for so long as it remains the majority owner of our ordinary shares, have the right to nominate a majority of the directors to our Board of Directors and, for so long as it owns certain specified percentages of our outstanding ordinary shares that are less than a majority but greater than 7%, the right to nominate a certain number of directors to our Board of Directors. Likewise, we will be subject to our Parent's Group Operating Manual while our Parent owns at least 50% of our outstanding ordinary shares, which gives our Parent approval rights over certain matters including, among others, our budgets, business strategy, acquisitions, expenditures, financings, dividends, insurance and compensation, and requires us to comply with policies and procedures of our Parent. The Shareholder Agreement also grants our Parent approval rights over certain other matters for so long as our Parent owns at least 25% of our outstanding ordinary shares. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Shareholder Agreement."

        In addition, we will enter into the following arrangements with our Parent in connection with the Reorganization:

    We will enter into a deferred tax asset arrangement with our Parent with respect to $290.3 million of existing deferred tax assets as of March 31, 2014 such that following the Reorganization, any future amounts realized in respect of these assets, until the later of

 

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      December 31, 2019 or December 31 of the year in which OMGUK ceases to own, directly or indirectly, at least 50% of our outstanding ordinary shares, are entirely attributable and payable on a quarterly basis to our Parent. Thereafter, the arrangement will terminate and we will make a payment to our Parent in an amount equal to the net present value of the deferred tax assets which have yet to be utilized at the termination date, subject to repayment if and to the extent that the deferred tax assets are determined not to be available.

    We will enter into a seed capital agreement with our Parent whereby our Parent and certain of its affiliates will continue to provide approximately $150 million of seed capital to be invested in products managed by our Affiliates. After January 15, 2018, our Parent and certain of its affiliates may withdraw all of such seed capital investments.

    We will enter into a co-investment arrangement with our Parent whereby we will be obligated to pay our Parent and/or OMGUK an amount equal to the after-tax proceeds realized by us in respect of specified pre-offering co-investments with a carrying value of $63.6 million and an aggregate fair value of $74.2 million as of March 31, 2014.

    OMAM will make a dividend payment of $175.0 million to OMGUK. OMAM will also accrue a payable to OMGUK equal to surplus working capital as of the quarter-end preceding the Reorganization. As of March 31, 2014 this payable would equal $40.8 million. As of the date of the Reorganization, the payable has been agreed by OMAM and OMGUK to equal $             million, and will be paid as funds become available, subject to the maintenance of a minimum level of OMUSH cash holdings.

        See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering" for additional information regarding these arrangements with our Parent.

Recent Financial Performance

        For the period from April 1, 2014 through May 31, 2014, our net client cash flows were $2.4 billion. Our assets under management as of May 31, 2014 were $210.1 billion, an increase of $7.0 billion, or 3%, as compared to our AUM as of March 31, 2014 and an increase of $11.3 billion, or 6%, as compared to our AUM as of December 31, 2013. For the period from January 1, 2014 through May 31, 2014, net client cash flows were $1.4 billion.

Corporate Information

        Our principal executive offices and registered office are located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, and our telephone number is +44-20-7002-7000. Our Internet address is https://www.omam.com. Information on or accessible through our website is not part of this prospectus.

 

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The Offering

Issuer

  OM Asset Management Limited. We will change our name to OM Asset Management plc upon the consummation of the Reorganization.

Ordinary shares offered by OM Group (UK) Limited

 

            ordinary shares.

Underwriters' over-allotment option to purchase additional shares

 

            ordinary shares from OMGUK.

Ordinary shares to be outstanding immediately after this offering

 

            ordinary shares.

Use of proceeds

 

All of the ordinary shares offered by this prospectus are being sold by OMGUK. We will not receive any proceeds from the sale of ordinary shares in this offering, including from any exercise by the underwriters of their over-allotment option.

Voting rights

 

One vote per share.

Dividend policy

 

We will initially target a dividend payout in the range of 25% of ENI, subject to maintaining a sustainable quarterly dividend per share. Any declaration of dividends will be at the discretion of our Board of Directors and subject to the approval of our Parent, and will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements and any other factors that our Board of Directors or Parent deems relevant in making such a determination. See "Dividend Policy."

Listing

 

We will apply to list our ordinary shares on the New York Stock Exchange (which we refer to as the NYSE) under the trading symbol "OMAM."

Risk factors

 

Please read the section entitled "Risk Factors" for a discussion of some of the factors you should consider before investing in our ordinary shares.

Directed Share Program

 

At our request, the underwriters have reserved up to          of the ordinary shares being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. See "Underwriting."

 

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Summary Historical Consolidated and Combined Financial Data

        The summary statement of operations data for the years ended December 31, 2013, 2012 and 2011 have been derived from our audited Consolidated Financial Statements included elsewhere in this prospectus. The summary consolidated financial data as of and for the three months ended March 31, 2014 and 2013 have been derived from our unaudited Consolidated Financial Statements included elsewhere in this prospectus, and have been prepared on substantially the same basis as our Consolidated Financial Statements that were audited in accordance with U.S. GAAP and include all adjustments that we consider necessary for a fair statement of our consolidated statements of operations for the periods and as of the dates presented therein. Our results for the three months ended March 31, 2014 are not necessarily indicative of our results for a full year.

        The following summary consolidated financial data should be read in conjunction with, and is qualified by reference to, "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Consolidated Financial Statements" and the Consolidated Financial Statements and notes thereto included elsewhere in this prospectus.

 
  Three months
ended
March 31,
  Years ended December 31,  
($ in millions, except as noted)
  2014(1)   2013(1)   2013   2012   2011  

U.S. GAAP Statement of Operations(2):

                               

Management fees(3)

  $ 132.8   $ 111.7   $ 478.2   $ 399.3   $ 398.2  

Performance fees

    0.4     5.5     18.1     14.1     4.3  

Other revenues

    0.2     0.8     1.8     0.5     0.3  

Consolidated Funds revenue(3)

    136.0     105.6     430.5     289.6     321.4  
                       

Total revenue

    269.4     223.6     928.6     703.5     724.2  
                       

Compensation and benefits

    88.4     83.6     352.3     267.2     251.8  

General and administrative expenses

    16.9     15.4     68.7     68.6     76.8  

Depreciation and amortization

    1.4     1.2     5.0     7.6     15.5  

Consolidated Funds expense(3)

    157.1     137.2     602.1     422.6     459.0  
                       

Total expenses

    263.8     237.4     1,028.1     766.0     803.1  
                       

Operating income (loss)

    5.6     (13.8 )   (99.5 )   (62.5 )   (78.9 )
                       

Non-operating items

    2.8     2.2     15.7     15.8     6.0  
                       

Income from continuing operations before taxes

    8.4     (11.6 )   (83.8 )   (46.7 )   (72.9 )

Income tax expense (benefit)

    8.0     2.6     13.3     3.3     (4.2 )
                       

Income (loss) from continuing operations

    0.4     (14.2 )   (97.1 )   (50.0 )   (68.7 )

Loss from continuing operations attributable to non-controlling interests

    (10.9 )   (17.4 )   (116.5 )   (74.0 )   (94.9 )
                       

Net income from continuing operations attributable to controlling interests(3)

  $ 11.3   $ 3.2   $ 19.4   $ 24.0   $ 26.2  
                       
                       

 

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  Three months
ended
March 31,
   
   
   
 
 
  Years ended December 31,  
($ in million, except as noted)  
  2014   2013   2013   2012   2011  
Non-GAAP Statement of Operations(1):
 

Economic Net Income(4):

                               

Management fees

  $ 138.6   $ 116.7   $ 499.8   $ 420.9   $ 420.1  

Performance fees

    0.4     5.5     18.1     14.1     2.9  

Other income, including equity-accounted subsidiaries

    2.5     4.8     9.6     15.8     12.2  

Interest income

    0.1     0.2     0.5     1.4     0.5  
                       

Total ENI Revenue

    141.6     127.2     528.0     452.2     435.7  
                       

Fixed compensation and benefits

    30.3     27.7     111.4     104.0     100.2  

General and administrative expenses

    19.5     17.1     76.5     71.1     72.4  

Depreciation and amortization

    1.4     1.2     4.9     5.7     6.9  
                       

Total ENI Operating Expenses

    51.2     46.0     192.8     180.8     179.5  
                       

Earnings before variable compensation

    90.4     81.2     335.2     271.4     256.2  

Variable compensation

    39.2     37.2     153.8     121.0     118.4  
                       

Earnings after variable compensation

    51.2     44.0     181.4     150.4     137.8  

Affiliate key employee distributions

    8.1     5.6     28.4     19.1     13.5  
                       

Pre-Tax Economic Net Income

    43.1     38.4     153.0     131.3     124.3  

Tax on Economic Net Income

    10.6     7.5     30.1     19.0     22.4  
                       

Economic Net Income(4)

  $ 32.5   $ 30.9   $ 122.9   $ 112.3   $ 101.9  
                       
                       

Pre-tax ENI operating margin before Affiliate key employee distributions(5)

    36 %   35 %   34 %   33 %   32 %

Pre-tax ENI operating margin after Affiliate key employee distributions(5)

    30 %   30 %   29 %   29 %   29 %

Other Operational Information(1):

   
 
   
 
   
 
   
 
   
 
 

Assets under management at period end (in billions)

  $ 203.1   $ 170.6   $ 198.8   $ 156.7   $ 136.8  

Net client cash flows (in billions)

    (1.0 )   2.9     10.5     0.4     (4.6 )

Annualized revenue impact of net flows (in millions)

    (3.0 )   11.6     42.5     11.2     (12.1 )

(1)
Unaudited.

(2)
The U.S. GAAP Statement of Operations Data above has been presented on a continuing operations basis. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of our results of operations, including discontinued operations, and a reconciliation to the results from continuing operations.

(3)
Statement of operations data presented in accordance with U.S. GAAP include the results of consolidated pooled investment vehicles, or "Funds," managed by our Affiliates where it has been determined that these entities are controlled by our Company. The effects of consolidating these entities include a reduction in management fee revenue by approximately $22 million per annum for fiscal years 2011 through 2013, with offsetting increases in the results of consolidated Funds. The net income from continuing operations presented as attributable to controlling interests exclude the income or loss directly attributable to third-party Fund investors and represent the net amounts attributable to our shareholders.

 

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(4)
ENI is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Performance Measure—Economic Net Income." Pre-tax and post-tax ENI are presented after Affiliate key employee distributions. The following table reconciles U.S. GAAP net income from continuing operations attributable to controlling interests to economic net income after taxes for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011:

 
   
  Three months
ended
March 31,
  Years ended December 31,  
($ in millions)
  2014   2013   2013   2012   2011  
U.S. GAAP net income from continuing operations attributable to controlling interests   $ 11.3   $ 3.2   $ 19.4   $ 24.0   $ 26.2  
Adjustments related to restructuring actions undertaken in connection with this offering:                                

Non-cash notional parent corporate cost allocation

    0.8     0.6     3.3     2.8     3.2  

Intercompany interest expense

    16.4     20.2     72.2     84.0     74.1  

Co-investment (gain) loss

    (0.8 )   0.8     (3.0 )   (1.2 )   (3.1 )

Initial public offering costs

                0.4     8.0  
                           
Adjustments to refect the economic earnings of our Company:                                

Non-cash key employee-owned equity and profit-interest revaluations

    7.4     10.9     47.7     16.2     11.5  

Amortization and impairment of goodwill and acquired intangible assets

            0.1     1.8     8.6  

Tax effect of above adjustments

    (2.6 )   (4.8 )   (16.8 )   (15.7 )   (26.6 )
                           
Economic Net Income after taxes   $ 32.5   $ 30.9   $ 122.9   $ 112.3   $ 101.9  
                           
                           
(5)
Pre-tax ENI margin is a non-GAAP efficiency measure, calculated based on pre-tax ENI, divided by ENI revenue. Operating margin is monitored both before and after Affiliate key employee distributions. Affiliate key employee distributions are conceptually equivalent to non-controlling interests, representing the share of Affiliate earnings that accrue to key employees under equity or profit interests plans. For accounting purposes under U.S. GAAP, however, these plans are classified as cash-settled liabilities and the share of earnings attributed to key employees under these plans is therefore presented as compensation expense rather than non-controlling interests.

 

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RISK FACTORS

        You should carefully consider the following risk factors in addition to the other information presented in this prospectus before investing in our ordinary shares. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations or cash flow. If any of the following risks and uncertainties actually occurs, you may lose all or part of your original investment.

Business Risks

Our overall financial results are dependent on the ability of our Affiliates to generate earnings.

        OMAM is a holding company and is not a registered investment adviser under U.S. federal or state law. As such, OMAM does not manage investments for clients and does not directly receive management fees. All of OMAM's revenue generation is dependent on our Affiliates who are registered investment advisers under the Investment Advisers Act of 1940, as amended, or the Advisers Act, and receive the majority of their fees based on the market values of assets under management. Substantially all of OMAM's cash flows consist of distributions received from our Affiliates. As a result, OMAM's cash flows and ability to fund operations are largely dependent upon the profitability of our Affiliates.

        Each Affiliate is required to make certain cash distributions to us under the operating agreement we enter into with such Affiliate. Distributions to us from an Affiliate may be subject to the Affiliate maintaining sufficient working capital, regulatory requirements, claims of creditors of the Affiliate and applicable bankruptcy and insolvency laws. Any material decrease in profits at, or material reduction in distributions from, our Affiliates could negatively impact our business and results of operations.

The ability of our Affiliates to attract and retain assets under management and generate earnings is dependent on our Affiliates maintaining competitive investment performance, as well as market and other factors.

        Our financial performance is dependent upon the abilities of our Affiliates to minimize the risk of outflows through sound relative investment performance over measured periods of time compared to relevant benchmarks and peer performance results. The performance of our Affiliates' investment strategies, which can be impacted by factors within and/or outside the control of our Affiliates, including market and economic conditions, is critical to retaining existing client assets and investors in mutual funds our Affiliates sub-advise and attracting new client and investor assets. Poor performance can be caused by our Affiliates' choices in investing in sectors, industries, companies or assets that do not perform as well as others. Additionally, companies in which our Affiliates invest may incur negative changes in their financial conditions or suffer other adverse events that could reduce the values of the Affiliates' investments in those companies.

        Net flows related to our investment strategies can be affected by investment performance relative to other competing investment strategies or to established benchmarks. Investment management strategies are rated, ranked or assessed by independent third parties, distribution partners, and industry periodicals and services. These assessments often influence the investment decisions of our Affiliates' clients and investors in mutual funds our Affiliates sub-advise. If the performance or assessment of our investment strategies is seen as underperforming relative to peers, it could result in an increase in the withdrawal of assets by existing clients and investors in mutual funds our Affiliates sub-advise and the inability to attract additional investments from existing and new clients or investors. If a significant portion of clients or investors decide to withdraw their investments or terminate their investment management agreements, our Affiliates' abilities to generate earnings would decline and our results of operations and financial condition would be affected.

        In addition, assets could be withdrawn for any number of reasons other than poor absolute or relative investment performance, including macro-economic factors unrelated to investment

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performance, a reduction in market demand for the asset classes, products or strategies offered by our Affiliates, the loss of key personnel, price declines in the securities markets generally, price declines in those assets in which client assets are concentrated or changes in investment patterns of clients. Any of these factors could have a negative impact on the revenues and profits of an Affiliate and an adverse impact on our results of operations and financial condition.

Our relationships with our Affiliates are critical to our success.

        Maintaining strong relationships with our Affiliates is critical to our business model. Any potential disagreements over matters such as economics or management policies, growth strategies and compensation philosophy would impact our relationships with our Affiliates if not effectively managed. Furthermore, dissatisfaction by the management teams of our Affiliates with the services that we provide to them and the conditions upon which such services are provided also could result in a strained relationship with the management of that Affiliate. Any strains in the relationships that we have with our Affiliates could be detrimental to our overall business.

        Each of our Affiliates operates under ownership, governance and economic arrangements that we and such Affiliate negotiated either at inception or during the course of our relationship. Periodically, these arrangements are reviewed and, in some instances, may be renegotiated and revised. Any renegotiation that results in a reduction in our ownership interest in an Affiliate and/or a revision to the economic arrangements could reduce the economic benefits derived by us from that Affiliate.

We derive a substantial portion of our revenue from a limited number of Affiliates and investment strategies.

        As of March 31, 2014, Acadian Asset Management LLC, or Acadian, and Barrow, Hanley, Mewhinney & Strauss, LLC, or Barrow Hanley, represented approximately 78% of our assets under management, from which we derive a substantial portion of our revenue. An adverse change in the operating results of either of these Affiliates, whether as a result of poor investment performance, withdrawals of assets under management or otherwise, could have a substantial impact on our results of operations.

        While our Affiliates invest in a number of asset classes, a significant portion of our assets are invested in a limited number of investment strategies. As of March 31, 2014, approximately $110 billion, or 54%, of our assets under management were concentrated across five investment strategies: Barrow Hanley's large cap value equity (approximately $54 billion, or 27%); Heitman LLC's, real estate domestic private equity (approximately $17 billion, or 8%); and Acadian's emerging markets equity (approximately $19 billion, or 9%), global equity (approximately $13 billion, or 6%) and all-country world ex-U.S. strategy (approximately $7 billon, or 3%). Consequently, our results of operations are dependent upon the abilities of our Affiliates that manage these investment strategies to minimize the risk of outflows through relatively strong performance over measured periods of time compared to relevant benchmarks and peer performance results. Also, certain investors may evaluate us on the basis of the asset-weighted performance of our assets under management. A relatively small change in the relative performance of one of our largest strategies, such as Barrow Hanley's large-cap value equity, could have a significant impact on the asset-weighted performance of our assets under management. Such volatility could adversely affect investors' perception of us.

Our business model limits our ability to manage our Affiliates' investment management practices and certain other aspects of their day-to-day operations.

        Our multi-boutique affiliate structure offers a diversity of investment styles and client bases. While our agreements with the majority of our Affiliates typically give us ultimate control over the business activities of those Affiliates, we generally do not become directly involved in managing their day-to-day operations, including investment management practices, policies and procedures, fee levels, marketing

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and product development, client relationships and employment and compensation programs. If we fail to intervene in potentially serious matters arising out of the day-to-day operations of our Affiliates, our reputation could be damaged and our results of operations adversely affected.

        For each of Heitman, LLC, or Heitman, and Investment Counselors of Maryland, LLC, or ICM, we exercise significant influence rather than control. Our ability to (i) direct the activities of these Affiliates, (ii) influence their decision-making processes and (iii) require our risk management and governance practices to be applied may be limited and not consistent with those of our controlled Affiliates.

Our growth strategy is dependent upon continued growth of our existing Affiliates and our ability to successfully acquire or invest in new Affiliates.

        Since we depend on distributions from our Affiliates to conduct our operations, the inability of our Affiliates to meet projected distribution levels could impact their ability to grow their businesses and contribute to our future growth at current or historical levels. In addition, capacity constraints, particularly on our Affiliates' smaller strategies, or the unavailability of appropriate investment opportunities could limit their ability to accept new client assets and, therefore, limit the growth of their and our revenue.

        Our growth strategy is also enhanced by our ability to successfully make new acquisitions or investments, which will depend on our ability to find suitable firms to acquire or invest in, our ability to negotiate agreements with such firms on acceptable terms, and our ability to raise the capital necessary to finance such transactions. Our most recent acquisition occurred in 2010. There is no certainty that we will identify suitable candidates at prices and terms we consider attractive, consummate any such acquisition or investment on acceptable terms, have sufficient resources to complete an identified acquisition or investment or that our strategy for pursuing acquisitions or investments will be effective. In addition, any acquisition or investment can involve a number of risks, including the existence of known liabilities or contingent liabilities or those not disclosed or known by us prior to closing an acquisition or investment. An acquisition or investment may impose additional demands on our staff that could strain our operational resources and increase the possibility of operational error, and require expenditure of substantial legal, investment banking and accounting fees. We may be required to issue ordinary shares or spend significant cash to consummate an acquisition or investment, resulting in dilution of ownership or additional debt leverage, or spend additional time and money on facilitating the acquisition or investment that otherwise would be spent on the development and expansion of our existing businesses. Following a completed acquisition or investment, failure by us and the target firm to achieve a strong, long-term relationship, or failure of the firm to realize incremental organic growth and growth through leveraging its relationship with us may result in our inability to achieve the anticipated benefits of the acquisition or investment, and could have an adverse impact on our business, financial condition and results of operations. In addition, the capital available for our use and the nature by which we deploy it is subject to the approval of our Parent. Any future capital constraints imposed by our Parent may inhibit our ability to partner with new firms. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Shareholder Agreement."

We and our Affiliates rely on certain key personnel, and our results are dependent upon our ability to retain and attract key personnel.

        We and our Affiliates depend on the skills and expertise of our key investment and management personnel, and our success and growth depends on our ability to attract and retain key personnel. Our Affiliates rely heavily upon the services of certain key investment and management personnel, many of whom have managed their firms for a number of years and who primarily guide the investment decision-making processes and strategies at the firms. The loss of key investment and management

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personnel at any of our Affiliates for any reason could have an adverse impact upon our business, results of operations and financial condition. Any of our key investment or management personnel could resign at any time, join a competitor or form a competing company. We have entered into non-competition agreements with some, but not all, of our investment and management personnel, but these agreements may not be enforceable or may not be enforceable to their full extent. In addition, we may agree to waive a non-competition agreement applicable to investment or management personnel in light of the circumstances of our relationship with that person.

        All of our Affiliates have established equity plans which are intended to attract, retain and motivate key personnel and pursuant to which key Affiliate personnel may be awarded or be able to purchase equity in their firm. The equity plans provide key employees with the opportunity to participate in the appreciation in the value of their businesses. Award documents under these plans typically limit a recipient's right to provide competitive services to clients of the Affiliates or solicit employees of the Affiliates for prescribed periods. Additionally, certain of our Affiliates' key executive management personnel may have entered into, or been offered the opportunity to enter into, agreements with us that are structured to motivate and retain such personnel. However, retention strategies we and our Affiliates have put into place may not be successful and, to the extent the plans do not produce the desired results, our Affiliates may suffer a loss of valued personnel.

        For certain of our Affiliates, a number of key management personnel are arriving at the point in their careers where they may be looking to limit their day-to-day involvement in their businesses or withdraw entirely. We have instituted succession planning at our Affiliates in an attempt to mitigate any disruption caused by these changes but cannot predict whether such efforts will be successful and whether the firms will be able to retain clients, assets and personnel or attract new assets and talent.

        We rely upon the contributions of our senior management team to establish and implement our strategy and to manage the future growth of our business. The amount and structure of compensation and opportunities for equity ownership we offer are key components of our ability to attract and retain qualified management personnel. In connection with our transition to a public company, we intend to make certain changes to our compensation structure, as described in "Compensation Discussion and Analysis—Compensation Plans Expected Post-Offering." There is no assurance that we will be successful in designing and implementing an attractive compensation model.

We and certain of our Affiliates face risks associated with investments in the real estate and timber markets.

        One of our Affiliates, Heitman, focuses on investments in private real estate equity, public real estate securities and real estate debt. Another of our Affiliates, Campbell Global, LLC, or Campbell Global, acquires and manages timberland for investors. As a result, we are exposed to the risks associated with investment in real estate and in timberland. Investment in real estate is subject to the risk of illiquidity of the investment, the possibility that cash generated from operations will not be sufficient to meet fixed obligations, changes in economic conditions affecting real estate ownership directly or the demand for real estate, the need for unanticipated expenditures in connection with environmental matters, changes in tax rates and other operating expenses, adverse changes in law, governmental rules, and fiscal policies, acts of God, environmental and waste hazards and other factors that are beyond the control of our real estate investment Affiliate. Timberland investments are subject to physical risks and economic risks. Physical risks include natural disasters, fire, pest infestation, disease, animal damage, and theft. Economic risks include price risk, supply risk, regulatory risk, demand risk, and liquidity risk. If our Affiliates do not adequately manage the unique risks associated with investments in real estate and timberland, or if any event occurs that is out of the control of our Affiliates, then our results of operations and financial condition may be adversely impacted.

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Our Affiliates' business operations are complex, and a failure to properly perform operational tasks or maintain infrastructure could have an adverse effect on our revenues and income.

        In addition to providing investment management services, our Affiliates must have the necessary operational capabilities to manage their businesses effectively in accordance with client expectations and applicable law. The required non-investment management functions include sales, marketing, portfolio recordkeeping and accounting, security pricing, trading activity, investor reporting, corporate governance, compliance, net asset value computations, account reconciliations and calculations of required distributions to accounts. Some of these functions are performed either independently or with the support of or in conjunction with us or third-party service providers that are overseen by our Affiliates. Also, certain of our Affiliates are highly dependent on specially developed proprietary systems. Any material failure to properly perform and monitor these non-investment management functions and operations, or adequately oversee the entities that provide the services, could result in potential liability to clients, regulatory sanctions, investment losses, loss of clients and reputational damage.

Reputational harm could result in a loss of assets under management and revenues for our Affiliates and us.

        The integrity of our brand and reputation, as well as the integrity of the brand and reputation of each of our Affiliates, is critical to the ability of us and our Affiliates to attract and retain clients, business partners and employees and maintain relationships with consultants. We operate within the highly regulated financial services industry and various potential scenarios could result in harm to our reputation. They include internal operational failures, failure to follow investment or legal guidelines in the management of accounts, intentional or unintentional misrepresentation of our Affiliates' products and services in offering or advertising materials, public relations information, social media or other external communications, employee misconduct or investments in businesses or industries that are controversial to certain special interest groups. The negative publicity associated with any of these factors could harm our reputation and those of our Affiliates and adversely impact relationships with existing and potential clients, third-party distributors, consultants and other business partners and subject us to regulatory sanctions. Damage to our brands or reputations would negatively impact our standing in the industry and result in loss of business in both the short term and the long term.

        Our brand and reputation are also tied to the brand and reputation of our Parent and those of our Parent's other subsidiaries. Immediately following this offering and, after giving effect to the transactions described herein, our Parent will indirectly own approximately        % of our outstanding ordinary shares, or    % if the underwriters exercise their over-allotment option in full. We exercise no control over the activities of our Parent or its affiliates. We may be subject to reputational harm, or our relationships with existing and potential clients, third-party distributors, consultants and other business partners could be harmed, if our Parent or any of its affiliates, previously, or in the future, among other things, engages in poor business practices, experiences adverse results, becomes subject to litigation or otherwise damages its reputation or business prospects. Any of these events might in turn adversely affect our own reputation, our revenues and our business prospects.

We or our Affiliates may not always successfully manage actual or potential conflicts of interests that may arise in our businesses.

        As we continue to expand the scope of our business, we increasingly confront actual, potential and perceived conflicts of interest relating to our activities and the investment activities of our Affiliates. Conflicts may arise with respect to decisions by our Affiliates regarding the allocation of specific investment opportunities among accounts in which Affiliates may receive an allocation of profits and accounts in which they do not or among client accounts that have overlapping investment objectives yet different fee structures.

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        Certain client accounts of our Affiliates have similar investment objectives and may engage in transactions in the same types of securities and instruments. These transactions could impact the prices and availability of the securities and instruments in which a client account invests and could have an adverse impact on an account's performance. An Affiliate may also buy or sell positions in a client account while that or another Affiliate, on behalf of other client accounts, is undertaking a similar, differing or opposite strategy, which could disadvantage the other accounts.

        The SEC and other regulators have increased their scrutiny of conflicts of interest. Our Affiliates have implemented procedures and controls to be followed when actual, potential or perceived conflicts of interest are identified, but it is possible that the procedures adopted by our Affiliates may not be effective in identifying or mitigating all conflicts which could give rise to the dissatisfaction of, or litigation by, investors or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and the reputations of us and our Affiliates could be damaged if we or they fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny, litigation or reputational risk incurred in connection with conflicts of interest would adversely impact our business in a number of ways, including by making counterparties reluctant to do business with us, impeding our ability to retain or increase our assets under management, subjecting us to potential litigation and adversely impacting our results of operations.

        Conflicts of interest also may arise between our Affiliates where, for example, for competitive business reasons, more than one Affiliate may seek the same business opportunity, clients or talent or make other competitive business decisions.

        We may make business decisions which we believe are in the best interests of our Company but that may have indirect negative effects on one or more of our Affiliates. We also may be required to make strategic and financial or other resource allocation decisions that may directly benefit one or more Affiliates and not others. Any decision that does not directly or indirectly benefit an Affiliate could negatively impact our relationship with that Affiliate.

        Equity ownership by key employees of each Affiliate is at the level of the applicable Affiliate and not at the holding company level, although employees of our Affiliates may acquire our ordinary shares. Therefore, there may be instances where the interests of an Affiliate and its key employee equity-holders may not align with ours in effecting a desired outcome.

        While we endeavor to assess and resolve any conflicts in a manner that is not disruptive or detrimental to us, our Affiliates, or our Parent, there is no assurance that a resolution may be possible or the interests of all parties can be taken into account.

Impairment of our Affiliates' relationships with clients and/or consultants may negatively impact their businesses and our operating results.

        Our Affiliates have strong client and consultant relationships in their core institutional marketplaces, and they depend upon these relationships to successfully market their existing products and strategies and to introduce new products and strategies. Some Affiliates may have client exposures that are meaningful to their individual businesses. As of March 31, 2014, our Affiliates' top five client relationships represented 17% of total run rate ENI management fee revenue, including equity accounted Affiliates, and our Affiliates' top 25 clients represented 36% of run rate ENI management fee revenue, including equity accounted Affiliates. Any negative changes in these relationships that reduce the number of client or consultant contacts, restrict access to existing or potential clients, or result in negative statements by a consultant, could have an adverse impact on our Affiliates' businesses and negatively impact our operating results.

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The business of our Affiliates is dependent upon investment advisory agreements that are subject to negotiation, non-renewal, or termination, including termination upon assignment.

        Our Affiliates derive substantially all of their revenues from the fees charged to their clients under their investment advisory agreements with those clients. The agreements generally provide for fees to be paid on the basis of the market values of assets under management, although a portion also provide for fees to be paid on the basis of investment performance against stated benchmarks.

        An investment advisory agreement may be terminated by a client without penalty upon relatively short notice (typically no more than 30 days). In addition, the investment advisory agreements with registered investment companies generally may be terminated by the mutual fund or, in those instances where an Affiliate serves as a sub-adviser, the mutual fund's adviser, without penalty, upon 60 days' notice and are subject to annual approval by the mutual fund's board of directors or trustees. Clients may decide to terminate or not renew an agreement for poor investment performance or any variety of reasons beyond the control of our Affiliates. A decrease in revenues resulting from termination of an advisory agreement for any reason could have a material adverse effect on the revenue and profits of our Affiliates and a negative effect on our results of operations.

        Pursuant to the Advisers Act, investment advisory agreements between our Affiliates, all of which are U.S. registered investment advisers, and their clients are not assignable without the consent of the client. As required by the Investment Company Act of 1940, or the Investment Company Act, investment advisory agreements between our Affiliates and investment company clients terminate upon their assignment. Assignment, as generally defined, includes direct assignments as well as assignments that may be deemed to occur, under certain circumstances, upon the direct or indirect transfer of a "controlling block" of the voting securities of the respective Affiliate. A transaction is not an assignment under the Advisers Act or the Investment Company Act, however, if it does not result in a change of actual control or management of the relevant Affiliate.

        It is not expected that this offering will constitute an assignment of any investment advisory agreements for purposes of the Advisers Act or the Investment Company Act, as applicable. However, our Parent could decide to sell a controlling block of our voting securities in the future, in which event the contractual anti-assignment and termination provisions of the investment advisory agreements between our Affiliates and their clients may be implicated. If an assignment of an investment advisory agreement is deemed to occur, and clients do not consent to the assignment or enter into a new agreement, our results of operations could be materially and adversely affected.

The historical returns of our existing investment strategies may not be indicative of their future results or of the investment strategies we may develop in the future.

        We have presented information with respect to the historical returns of our existing investment strategies throughout this prospectus, including under "Business—Products and Investment Performance". The historical returns of our Affiliates' strategies and the ratings and rankings our Affiliates or their strategies have received in the past should not be considered indicative of the future results of these strategies or of any other strategies that our Affiliates may develop in the future. The investment performance our Affiliates achieve for their clients varies over time and the variance can be wide. The ratings and rankings our Affiliates or their strategies have received are typically revised monthly. The historical performance and ratings and rankings presented herein are as of March 31, 2014 and for periods then ended unless otherwise indicated. The returns on the strategies of our Affiliates' have benefited during some periods from investment opportunities and positive economic and market conditions. In other periods, general economic and market conditions have negatively affected investment opportunities and the returns on our Affiliates' strategies. These negative conditions may occur again, and in the future our Affiliates may not be able to identify and invest in profitable investment opportunities within their current or future strategies.

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Pressure on fee levels of our Affiliates and changes to their mix of assets could impact our results of operations.

        Our profit margins and net income are dependent on the ability of our Affiliates to maintain current fee levels for the products and services they offer. The competitive nature of the asset management industry has led to a trend toward lower fees in certain segments of the asset management market, and there can be no assurance that our Affiliates will be able to maintain their current pricing structures. Our Affiliates also may be required to restructure their fees due to regulatory changes. These factors also could inhibit the ability of our Affiliates to increase fees for certain products. A reduction in the fees charged by our Affiliates, or limited opportunities to increase fees, will reduce or limit our revenues and could reduce or limit our net income.

        The fees charged by our Affiliates on their assets under management vary by asset class and produce different revenues per dollar of assets under management based on factors such as the type of assets being managed, the applicable investment strategy, the type of client and the client fee schedule. Institutional clients may have significant negotiating leverage in establishing the terms of an advisory relationship, particularly with respect to the level of fees paid, and the competitive pressure to attract and retain institutional clients may impact the level of fee income earned by an Affiliate. In order for an Affiliate to maintain its fee structure in a competitive environment, it may elect to decline to manage additional assets from potential clients who demand lower fees even though our revenues may be adversely affected in the short term.

        Furthermore a shift in the mix of assets under management from assets that generate higher fees to those that generate lower fees may result in a decrease in revenues while aggregate assets under management remain unchanged or increase. Such shifts can occur as various investment strategies go in and out of favor due to competition in the industry or as a result of movements between asset classes or certain products no longer being available to investors. A decrease in revenues without a reduction in expenses will result in reduced net income.

        Changes in how clients choose to access asset management services may also exert downward pressure on fees. Some investment consultants, for example, are implementing programs in which the consultant provides a range of services, including selection, in a fiduciary capacity, of asset managers to serve as sub-adviser at lower fee rates than the manager's otherwise applicable rates, with the expectation of a larger amount of assets under management through that consultant. The expansion of those and similar programs could, over time, make it more difficult for us to maintain our fee rates.

Failure by our Affiliates to comply with investment guidelines set by their clients, including the boards of mutual funds that they sub-advise, or limitations imposed by applicable law could result in a loss of assets, potential damage awards or regulatory sanctions, which could adversely impact our results of operations or financial condition.

        As investment advisers, our Affiliates have fiduciary duties to their clients. Our Affiliates are required to follow specified investment guidelines established by their clients in the management of client accounts. Our Affiliates that sub-advise registered investment companies are also required to invest fund assets in accordance with guidelines contained in the Investment Company Act and applicable provisions of the Internal Revenue Code of 1986, as amended, or the Code, as well as any guidelines established by the boards of the investment companies. Affiliates that manage accounts subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, must comply with the requirements of ERISA and regulations of the Department of Labor in their management of those plan accounts. An Affiliate's failure to comply with applicable client and regulatory guidelines could result in losses to a client which, depending on the circumstances, could result in an Affiliate obligation to make the client whole for such losses. If an Affiliate believed that the circumstances did not justify a reimbursement, or a client believed the

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reimbursement offered was insufficient, the client could seek to recover damages from the Affiliate, withdraw assets from management by the Affiliate or terminate its investment advisory agreement with the Affiliate. An Affiliate that fails to follow investment guidelines or other limitations in the management of a client account may be subject to actual and threatened lawsuits, or be subject to investigations and proceedings by governmental and self-regulatory organizations and potential damages, fines or sanctions. Any of these events could harm the reputations of us and our Affiliates and adversely impact our and their results of operations and financial condition.

If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses.

        In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our financial condition or results of operations. The potential for some types of operational risks, including, for example, trading errors, may be increased in periods of increased volatility, which can magnify the cost of an error. Although we have not suffered operational errors, including trading errors, of significant magnitude in the past, we may experience such errors in the future, which could be significant and the losses related to which we could be required to absorb. Additionally, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators. Our Affiliates' techniques for managing operational, legal and reputational risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate.

We or our Affiliates may be exposed to potential liability as a general partner or a controlling person.

        Our Affiliates are limited liability companies of which we are, or an entity controlled by us is, the managing member. Certain of our Affiliates may serve as general partners, managing members or their equivalents for investment products that are organized as partnerships or other commingled vehicles. As such, we or an Affiliate may be exposed to liability to the limited liability company, partnership or investment vehicle or required to undertake certain obligations under applicable law that we or they otherwise would not be required to undertake as a holding company or investment adviser. In addition we may be deemed to be a control person of our Affiliates, as that term is defined in various United States federal and state statutes, and, as such, potentially liable for the acts of our Affiliates or their employees. Consequently, if under such circumstances any of our Affiliates incurs liabilities or expenses that exceed its ability to pay, we may be directly or indirectly liable for its payment to the extent provided in the governing documents of the limited liability company, partnership or investment vehicle or under applicable law. While we and our Affiliates maintain errors and omissions and general liability insurance in amounts believed to be adequate to cover certain potential liabilities, we cannot be certain that claims will not be made against us that exceed the limits of available insurance coverage, that the insurers will remain solvent and will meet their obligations to provide coverage or that an adequate amount of insurance coverage will continue to be available to us and our Affiliates at a reasonable cost. A judgment against any of our Affiliates and/or us in excess of available insurance coverage could have a material adverse impact on our business and financial condition.

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Our expenses are subject to fluctuations that could materially impact our results of operations.

        Our results of operations are dependent upon the level of our expenses and those of our Affiliates, which can vary from period to period. We and our Affiliates have certain fixed expenses that we incur as going concerns, and some of those expenses are not subject to adjustment. If our revenues decrease, without a corresponding decrease in expenses, our results of operations would be negatively impacted. While we and our Affiliates attempt to project expense levels in advance, there is no guarantee that an unforeseen expense will not arise or that we will be able to adjust our variable expenses quickly enough to match a declining asset base. Consequently, either event could have either a temporary or permanent negative impact on our results of operations.

The cost of insuring our business is meaningful and may increase.

        Our insurance costs are meaningful and can fluctuate significantly from year to year. In addition, certain insurance coverage may not be available or may only be available at prohibitive costs. As we renew our insurance coverage, we may be subject to additional costs caused by premium increases, higher deductibles, co-insurance liability, changes in the size of our business or nature of our operations, litigation or acquisitions or dispositions. We may also obtain additional forms of coverage resulting from our being a public company.

        We currently maintain certain insurance arrangements with our Parent and we benefit from the financial leverage our Parent brings to bear in negotiating certain insurance premiums with insurers specific to directors and officers insurance and excess errors and omission insurance. If we no longer were to be a member of our Parent's group of companies, we likely would lose the benefit of this arrangement and potentially be subject to less financially favorable insurance arrangements. Higher insurance costs and incurred deductibles, as with any expense, would reduce our net income. In addition, we may obtain additional liability insurance for our directors and officers. There have been historical periods in which directors' and officers' liability insurance and errors and omissions insurance have been available only with limited coverage amounts, less favorable terms or at prohibitive cost, and these conditions could recur.

Investments in non-U.S. markets and in securities of non-U.S. companies may involve foreign currency exchange risk, and tax, political, social and economic uncertainties, and a reduction in assets under management associated with investments in non-U.S. equities could have a disproportionate adverse impact on our results of operations.

        A significant amount of our Affiliates' assets under management is represented by strategies that primarily invest in securities of non-U.S. companies. Fluctuations in foreign currency exchange rates could negatively impact the account values and the investment returns of clients who are invested in these strategies, with a corresponding reduction in management fee income. In addition, an increase in the value of the U.S. dollar relative to non-U.S. currencies could result in a decrease in the U.S. dollar value of assets under management that are denominated in non-U.S. currencies, which in turn would result in lower revenues.

        Many non-U.S. financial markets are not as developed or as efficient as the U.S. financial markets and, as a result, have limited liquidity and greater price volatility and may lack established regulations. Liquidity in such markets also may be adversely impacted by political or economic events, government policies, expropriation, volume trading limits by foreign investors, and social or civil unrest. The ability to dispose of an investment and its market value may be adversely impacted by any of these factors. In addition, non-U.S. legal and regulatory financial accounting standards and practices may be different from those of the U.S., and there may be less publicly available information about non-U.S. companies and non-U.S. markets. Governments of foreign jurisdictions may assert their abilities to tax local gains and/or income of foreign investors, including clients of our Affiliates, which could adversely impact the

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economics associated with investing in foreign jurisdictions or non-U.S. based companies. These risks also could impact the performance of strategies that invest in such markets and, in particular, strategies that concentrate investments in emerging market companies and countries.

        In general, management fees for accounts that invest in non-U.S. equity markets, particularly emerging markets, are higher than those for accounts that invest in the domestic markets. Since approximately 37.3% of our Affiliates' total assets under management as of March 31, 2014 were invested in global, international and emerging markets equities, a significant reduction in assets under management associated with such investments could have a disproportionately adverse impact on our results of operations.

Our non-U.S. distribution initiatives may be unsuccessful, may expose us to other tax and regulatory risks and may not facilitate the growth of our business.

        One of the primary opportunities for growth lies in expanding the geographic regions in which our Affiliates' investment products and services are distributed. To assist our Affiliates in their non-U.S. distribution, we offer the assistance of our Company-led distribution team. The success of these non-U.S. initiatives is therefore dependent upon the ability of our and our Affiliates' teams to successfully partner in non-U.S. distribution efforts and to structure products that appeal to the global markets. The inability of the Company-led distribution team and our Affiliates to successfully execute on their non-U.S. distribution plans may adversely impact the growth prospects of our Affiliates.

        Our non-U.S. distribution initiative has required and will continue to require us to incur a number of up-front expenses, including those associated with obtaining regulatory approvals, as well as additional ongoing expenses, including those associated with the employment of additional support staff and regulatory compliance. Our employees routinely travel outside the United States in connection with our distribution efforts and may spend extended periods of time in one or more non-U.S. jurisdictions. Their activities outside the United States on our behalf may raise both tax and regulatory issues. If we are incorrect in our analysis of the applicability or the extent of the impact of non-U.S. tax or regulatory requirements, we could incur costs, penalties or be the subject of an enforcement or other action. We also expect that operating our business in non-U.S. markets generally will be more expensive than in the United States. To the extent that our revenues do not increase as much as our expenses in connection with our distribution initiatives outside the United States, our profitability could be adversely affected. Expanding our distribution initiatives into non-U.S. markets may also place significant demands on our existing infrastructure and employees.

Our outstanding indebtedness may impact our business and may restrict our growth and results of operations.

        At the time we consummate this offering, OMAM expects to have $175.0 million of debt outstanding under a revolving credit facility with a third-party lender as described in "Unaudited Pro Forma Consolidated Financial Data."

        We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our acquisition strategy and in connection with our obligations under the deferred tax asset arrangement that we will enter into with our Parent in connection with this offering (see "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Deferred Tax Asset Arrangement"), and for seed or co-investment capital. We will be dependent on the cash flow generated from our Affiliates to service any indebtedness that is taken on by us.

        The level of our indebtedness has important consequences to investors in our ordinary shares. For example, our level of indebtedness may require us to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the funds available to us for working capital, capital expenditures and other general corporate purposes and may limit our ability to pay future dividends. Too much debt may limit our ability to implement our business strategy; heighten

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our vulnerability to downturns in our business, the financial services industry or in the general economy and limit our flexibility in planning for, or reacting to, changes in our business and the financial services industry; or prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our business and our Affiliates' product offerings. Any of these consequences could have a material adverse effect on our financial condition or results of operations.

We may be unable to obtain sufficient capital and liquidity to meet the financing requirements of our business.

        Historically, we have relied principally upon our Parent to provide financing to facilitate the growth of our business and, in particular, to finance our acquisition strategy and investments in new products. In connection with the Reorganization, we intend to establish independent financing facilities with third-party lenders as described in "Unaudited Pro Forma Consolidated Financial Data." Our future ability to incur debt may be restricted or limited by the regulations that govern our Parent's operations and our Parent's approval rights over our incurrence of indebtedness. We also may be subject to more onerous borrowing terms to the extent we do not have established relationships with third-party lenders. Borrowing from third-party lenders on less favorable terms could result in our having to allocate greater amounts of cash available in the future toward debt repayment and reduce cash available for other business opportunities. Our ability to finance our operations through borrowing from, and to repay maturing obligations to, our lenders will be dependent in large part on the profitability of our Affiliates and our future operating performance. Any future inability to obtain financing on reasonable terms and with reasonable restrictions on the operation of our business could impair our liquidity, have a negative impact on our growth and that of our Affiliates and negatively impact our financial condition.

Our business involves risks of potential litigation that could harm our business.

        We and our Affiliates may be named as defendants or co-defendants in lawsuits, or may be involved in disputes that include the threat of lawsuits seeking substantial damages. Any such legal action, whether threatened or actual, could result in reputational damage, loss of clients and assets, increased costs and expenses in resolving a claim, diversion of employee resources and resulting financial losses.

        Our Affiliates make investment decisions on behalf of their clients that could result in substantial losses to those clients. If their clients suffer significant losses or otherwise are dissatisfied with the service of one of our Affiliates, that Affiliate could be subject to the risk of legal liability or actions alleging negligent misconduct, breach of fiduciary duty, breach of contract, unjust enrichment and/or fraud. These risks often are difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time, even after an action has been commenced. Our Affiliates may incur substantial legal expenses in defending against litigation commenced by a client or regulatory authority. Substantial legal liability levied on any one of our Affiliates could have a material adverse effect on our business, financial condition, or results of operations and could cause significant reputational harm.

Any significant limitation on the use of our facilities or the failure or security breach of our software applications or operating systems and networks, including the potential risk of cyber-attacks, could result in the disclosure of confidential client information, damage to our reputation, additional costs, regulatory penalties and financial losses.

        We and our Affiliates depend upon our principal business offices and our various centers of operation for the continued operations of our businesses. A disruption in the infrastructure that supports our businesses or prevents our employees from performing their job functions, including communication failures, natural disasters, terrorist attacks and international hostilities, may have a

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material impact on our ability to continue business operations without interruption. Insurance and other safeguards might not be available or might only partially reimburse us for our losses.

        Although we have back-up systems and disaster recovery programs in place and test their uses periodically, there can be no assurance that the recovery programs will be sufficient to mitigate any harm that may result from a disruption or disaster. Additionally, it is possible that any such disruption or disaster could have a significant impact on the general economy, domestic and local financial and capital markets or specific industries, including the financial services industry.

        A significant portion of our operations relies heavily on the secure processing, storage and transmission of confidential and other information as well as the monitoring of a large number of complex transactions. With the evolving proliferation of new technologies and the increasing use of the Internet and mobile devices to conduct financial transactions, financial institutions such as us have been, and will continue to be, subject to an increasing risk of cyber incidents from these activities. We and our Affiliates take protective measures to secure information, including through system security technology. However, our technology systems may still be vulnerable to unauthorized access, computer malware or other events that have a security impact, such as an authorized employee or vendor inadvertently causing the release of confidential information or third-party unauthorized access or account takeovers, which could materially damage our operations or cause the disclosure or modification of sensitive or confidential information. Breach of our technology systems through cyber-attacks, or failure to manage and secure our technology environment, could result in interruptions or malfunctions in the operations of our business, loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by a breach, additional costs to mitigate against future incidents and litigation costs resulting from an incident. Moreover, loss of confidential client information could harm our reputation and subject us to liability under the laws that protect personal data, resulting in increased costs or loss of revenues.

        Our Affiliates and third parties with which we do business may also be sources of cybersecurity or other technological risks as we outsource certain functions. While we engage in certain actions to reduce the exposure resulting from outsourcing, such as performing onsite security control assessments, limiting third-party access to the least privileged level necessary to perform job functions, and restricting third-party processing to systems stored within our data centers, ongoing threats may result in unauthorized access, loss or destruction of data or other cyber incidents with increased costs and consequences to us such as those discussed above.

The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our financial condition and results of operations.

        We have recorded goodwill and intangible asset impairments in the past and could incur such charges in the future as acquisitions occur and we take on more goodwill. We review the carrying value of goodwill and intangible assets not subject to amortization on an annual basis, or more frequently if indications exist suggesting that the fair value of our intangible assets may be below their carrying values. We test the values of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should such review indicate impairment, a write-down of the carrying value of the intangible asset could occur, resulting in a non-cash charge that may, in turn, affect our reported results of operations, financial condition and shareholders' equity.

Claims for indemnification may be substantial and have a negative impact on our financial condition.

        We have engaged in a number of transactions involving the sale of businesses to third parties and to members of management of former Affiliates. As is customary in business transactions of these types, we were required to and did provide indemnifications with respect to third-party claims arising

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out of these transactions for limited periods of time with respect to certain claims, and for unlimited periods of time with respect to other claims. While we currently are not aware of exposure or potential exposure to any claim against us for indemnification, there can be no guarantee that a claim will not arise during the relevant indemnification period and that we will not have to provide the requisite indemnification. In addition, legal challenges to any potential claim for indemnification could result in increased legal expenses.

The failure of a counterparty to meet its obligations could affect our business adversely.

        Our Affiliates routinely execute transactions with counterparties in the financial industry and for the provision of services that are important to the business, and we may engage in transactions with counterparties as part of our corporate finance management function and for the provision of services. As a result, we and our Affiliates and clients have exposure to the credit, operational and other risks posed by such counterparties, including the risk of default by or bankruptcy of a counterparty. The failure of a counterparty to meet its obligations or provide the services we depend on for these or other reasons could adversely affect our ability to conduct our businesses and result in loss of client assets and potential liability.

We may be subject to financial criminal activity which could result in financial loss or damage to our reputation.

        Instances of financial criminal activity, personal trading violations and other abuses, including misappropriation of assets by internal or external perpetrators, may arise despite our internal control policies and procedures. Instances of such criminal activity by financial firms and their personnel, including those in the investment management industry, have led the U.S. government and regulators to increase enforcement of existing rules relating to such activities, adopt new rules and regulations and enhance oversight of the U.S. financial industry. As we expand our international operations, we will be subject to the rules of other jurisdictions that govern and control financial criminal activities and exposed to financial criminal activities on a more global scale. Compliance with existing and new rules and regulations may have the effect of increasing our expenses. Further, should any of our or our Affiliates' personnel be linked to financial criminal activity, either domestically or internationally, we would suffer material damage to our reputation which could result in a corresponding loss of clients and/or client assets and revenue.

        We and our Affiliates are vulnerable to reputational harm because we operate in an industry in which personal relationships, integrity and client confidences are of critical importance. For example, if an employee were to engage in illegal or suspicious activities, we or an Affiliate could be subject to legal or regulatory sanctions and suffer serious harm to our reputations (as a consequence of the negative perception resulting from such activities), and impairment to client relationships and the ability to attract new clients. Our Affiliates' businesses often require that they deal with confidential information. If their employees were to improperly use or disclose this information, even if inadvertently, our Affiliates and we could be subject to legal or regulatory action and suffer serious harm to our reputations and current and future business relationships.

        It is not always possible to deter employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. In addition, the SEC has increased its scrutiny of the use of non-public information obtained from corporate insiders by professional investors. Employee misconduct, or even unsubstantiated allegations of misconduct, could adversely impact our reputation, current and future business relationships and our financial condition.

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We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, results of operations and financial condition.

        Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or the Bribery Act, the U.S. Foreign Corrupt Practices Act, or the FCPA, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, FCPA and these other laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We and our commercial partners operate in a number of jurisdictions that may pose a risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under the Bribery Act, FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted.

        We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the European Union, including applicable export control regulations, economic sanctions on countries or persons, customs requirements and currency exchange regulations, or Trade Control Laws.

        There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control Laws. If we are not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control Laws by U.K., U.S. or other authorities could also have an adverse impact on our reputation, our business, results of operations and financial condition.

Industry Risks

We operate in a competitive environment.

        The investment management industry is highly competitive, with competition based on a variety of factors, including investment performance, investment management fee rates, continuity of investment professionals, and client relationships, the quality of services provided to clients, reputation and the strategies offered. We and our Affiliates compete against a broad range of domestic and international asset management firms, broker-dealers, hedge funds, investment banking firms and other financial institutions. We directly compete against these organizations with respect to investment products, distribution channels, opportunities to acquire other investment management firms and retention and recruitment of talent. The capital resources, scale, name recognition and geographic footprints of many of these organizations are greater than ours. The recent trend toward consolidation in the investment management industry, and the financial services industry in general, has served to increase the size and strength of a number of our competitors. Some investors may prefer to invest with an investment manager that is not publicly traded based on the perception that a publicly traded asset manager may focus on the manager's own growth to the detriment of investment performance for clients. Some competitors may operate in a different regulatory environment than we do, which may give them certain competitive advantages in the investment products and portfolio structures that they offer.

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        In addition, each of our Affiliates competes against other investment managers offering the same or different investment strategies. The competition in our industry results in pressure on fees which may hinder the ability of our Affiliates to compete. All of our Affiliates rely upon their investment performance as a competitive advantage, which may not always position them to compare favorably to their competitors. In certain instances, our Affiliates also may compete against one another for clients. It is likely that new competitors will enter the market as there are low costs and limited barriers to entry.

        Our ability to attract assets also is dependent upon the ability of our Affiliates to offer a mix of products and services that meet client demand and their abilities to maintain investment management fees at competitive levels. There are a number of asset classes and product types that currently are not well covered by our Affiliates, such as index funds, passive ETFs and hedge funds. When these asset classes or products are in favor with either existing or potential clients, our Affiliates will miss the opportunity to attract and manage these assets and face the risk of assets being withdrawn in favor of competitors who manage the asset classes and/or provide these products. If our Affiliates are unable to compete effectively in their markets, our results of operations and potential business growth could be adversely affected.

        Our sole business is asset management. As a result, we may be more impacted by trends and issues, and more susceptible to negative events impacting the asset management industry than other more diversified financial services companies that provide asset management and other financial services.

We operate in a highly regulated industry, and continually changing federal, state, local and foreign laws and regulations could materially adversely affect our business, financial condition and results of operations.

        The investment management business is highly regulated and, as a result, our Affiliates are required to comply with a wide array of domestic and international laws and regulations. The requirements imposed by our regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us, and are not designed to protect our shareholders. Accordingly, these regulators often serve to limit our activities, including through client protection and market conduct requirements.

        Our Affiliates are subject to extensive regulation in the U.S. through their primary regulator, the SEC, under the Advisers Act. Those of our Affiliates that act as investment advisers or sub-advisers to registered investment companies must comply with the terms of the Investment Company Act and the rules thereunder. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, advertising and operational requirements, disclosure obligations, and prohibitions on fraudulent activities. The Investment Company Act regulates the structure and operations of registered investment companies and imposes additional obligations on advisers to registered investment companies, including detailed disclosure and regulatory requirements applicable to the registered investment companies and additional compliance responsibilities which must strictly be adhered to by the funds and their advisers. Certain of our advisory Affiliates also are subject to the rules and regulations adopted by the Commodity Futures Trading Commission, or the CFTC, under the Commodity Exchange Act, by the Department of Labor, under ERISA, the Financial Industry Regulatory Authority, Inc., or FINRA, and state regulators.

        The domestic regulatory environment in which we operate has seen significantly increased regulation in recent years. In particular, the Dodd-Frank Act represents a comprehensive overhaul of the financial services industry in the U.S. and includes, among other things: (i) the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation among federal agencies, (ii) the creation of the Consumer Financial Protection Bureau authorized to promulgate and enforce consumer protection

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regulations relating to financial products and services, and (iii) enhanced regulation of financial markets, including the derivatives and securitization markets. Certain provisions of the Dodd-Frank Act may require our Affiliates to change, or adopt new limitations on, the manner in which they conduct their business. The Dodd-Frank Act and the rules promulgated thereunder have also increased regulatory burdens and related reporting and compliance costs. Certain provisions may have unintended adverse consequences on the liquidity or structure of the financial markets. In addition, the scope and impact of many provisions of the Dodd-Frank Act remain to be determined by implementing regulations, some of which have involved lengthy proposal and promulgation periods and could lead to additional legislation or regulation. The Dodd-Frank Act impacts a broad range of market participants with whom our Affiliates interact or may interact. These changes may also impact the way in which our Affiliates conduct business with their counterparties and many aspects of the regulatory landscape continue to evolve. As a result of these uncertainties, the full impact of the Dodd-Frank Act on the investment management industry and on our and our Affiliates' businesses, in particular, cannot be predicted at this time.

        Developments in the current regulatory environment in the U.S. may include heightened and additional examinations and inspections by regulators. Regulators also may take a more aggressive posture on bringing enforcement proceedings resulting in fines, penalties and additional remedial activities.

        We and our Affiliates also are subject to the regulatory environments of the non-U.S. jurisdictions in which we and they operate, some of which also recently implemented or are in the process of implementing changes in regulations. In the United Kingdom we and our Affiliates are subject to regulation by two regulators, the Prudential Regulation Authority and the Financial Conduct Authority, which impose a comprehensive system of regulation on investment advisers and the manner in which we and they conduct our businesses. Some Affiliates are subject to and required to comply with the rules and regulations of the Irish Central Bank and the Luxembourg CSSF. We and our Affiliates are additionally subject to regulation relating to the offer and sale of financial products in each of the European Union countries in which we and they operate. The system of financial regulation in the European Union (including the U.K., Germany, Ireland and Luxembourg) continues to develop and evolve and, as a result, the rules to which we and our Affiliates are subject (including rules relating to the remuneration of staff) are and will continue to be subject to change. Others that are registered in Australia, Canada, Hong Kong, Japan, South Korea, Russia, Singapore and the United Arab Emirates are subject to applicable regulations in those jurisdictions. As we execute on our growth strategy and continue to expand our distribution efforts into non-U.S. jurisdictions, including other member countries of the European Union, Latin America, the Middle East and certain other Asian countries, our Affiliates may be required to register with additional foreign regulatory authorities or otherwise comply with non-U.S. rules and regulations that currently are not applicable to our businesses and with respect to which we may have limited or no compliance experience. Our lack of experience in complying with any such non-U.S. or non-U.K. laws and regulations may increase our risk of becoming a party to litigation or subject to regulatory actions.

        Our business, results of operations and financial condition may be adversely affected as a result of new or revised legislation or regulations or by changes in the interpretation or enforcement of existing laws and regulations in any of the jurisdictions in which we and our Affiliates conduct business. The ability of us and our Affiliates to function in this legislative and regulatory environment will depend on our and our Affiliates' abilities to monitor and promptly react to legislative and regulatory changes. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we and our Affiliates conduct business.

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        Failure to comply with applicable laws or regulations could result in fines, suspension or revocation of an Affiliate's registration as an investment adviser, suspensions of individual employees, revocation of licenses to operate in certain jurisdictions or other sanctions, which could materially adversely affect our business, financial condition and results of operations. Even if an investigation or proceeding did not result in a fine or sanction, or the fine or sanction imposed against an Affiliate or us or our respective employees by a regulator were small in monetary amount, the adverse publicity relating to an investigation, proceeding or imposition of a fine or sanction could cause us to suffer financial loss, harm our reputation and cause us to lose business or fail to attract new business which would have a direct adverse impact on our business, financial condition and results of operations.

If we were deemed an investment company under the Investment Company Act, we would become subject to burdensome regulatory requirements and our business activities could be restricted.

        We do not believe that we are an "investment company" under the Investment Company Act. Generally, a company is an "investment company" if, absent an applicable exemption, it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire "investment securities" having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items). We are primarily engaged in a non-investment company business. Because we control and operate our Affiliates, we believe, among other reasons, that our interests in our Affiliates are not "investment securities" as defined in the Investment Company Act. If we were to stop participating in the management of our Affiliates, our interests in our Affiliates could be deemed an "investment security" for purposes of the Investment Company Act.

        We and our Affiliates intend to conduct our operations so that we will not be deemed an investment company under the Investment Company Act. However, if we were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital structure and our ability to transact with our Affiliates, could make it impractical for us to continue our business as currently conducted and could have a material adverse effect on our financial performance and operations.

Risks Related to Our Ownership Structure

Our Parent will continue to control us after this offering and will have significant power to control our business, affairs and policies.

        Upon completion of this offering, our Parent will beneficially own approximately    % of our outstanding ordinary shares, or     % if the underwriters exercise their over-allotment option in full. As a result of this ownership, and pursuant to the rights granted to our Parent under the Shareholder Agreement that we will enter into with our Parent prior to or concurrently with the consummation of this offering, our Parent will have significant power to control our business, affairs and policies, including the election of directors and, through the election of directors, the appointment of management, the adoption of amendments to our articles of association and the number of ordinary shares available for issuance under our equity incentive plans for our prospective and existing employees. This concentration of ownership may have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our ordinary shares, which could prevent shareholders from receiving a premium for their ordinary shares. It also may make it difficult for other shareholders to replace management and may adversely impact the trading price of our ordinary shares because investors often perceive disadvantages in owning ordinary shares in companies with controlling shareholders.

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        Pursuant to the Shareholder Agreement that we will enter into with our Parent, our Parent will, for so long as it remains the majority owner of our outstanding ordinary shares, have the right to nominate a majority of the directors to our Board of Directors and, for so long as it owns certain specified percentages of our outstanding ordinary shares that are less than a majority but greater than 7%, the right to nominate a certain number of directors to our Board of Directors. Under the Shareholder Agreement, we will be subject to our Parent's Group Operating Manual, which gives our Parent approval rights over certain matters, including budgets, business strategy, acquisitions, expenditures, financings, dividends, insurance and compensation, and requires us to comply with policies and procedures of our Parent. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Shareholder Agreement" for a description of the Group Operating Manual. Pursuant to the Shareholder Agreement, beginning on the date that our Parent ceases to beneficially own more than 50% of our outstanding ordinary shares and ending on the date our Parent ceases to beneficially own more than 25% of our outstanding ordinary shares, our Parent will have approval rights over various matters, including:

    any merger or acquisition with consideration paid or payable (including a pro rata share of the debt assumed) of more than $100 million, or any disposition of assets with a fair market value of more than $100 million, involving us or one of our subsidiaries or controlled affiliates, on the one hand, and any other person, on the other hand;

    any incurrence or guarantee of (or grant of a lien with respect to) external recourse debt in an amount greater than $300 million, plus the principal amount of the outstanding external debt on the date that our Parent ceases to beneficially own more than 50% of our outstanding ordinary shares;

    any issuance of share capital other than (i) issuances of equity awards to directors or employees pursuant to a compensation plan or (ii) issuances of share capital in connection with an acquisition involving a consideration payable not exceeding $100 million;

    entry into or termination of any strategic joint venture or strategic alliance involving assets in excess of $100 million;

    any declaration or payment of a dividend other than in accordance with our dividend policy in effect as of the date that our Parent ceases to beneficially own more than 50% of our outstanding ordinary shares;

    listing or delisting of any securities on a securities exchange;

    any agreement or arrangement that would conflict with the terms of the Shareholder Agreement;

    any amendment to our constitutional documents; and

    any filing or petition under bankruptcy laws, admission of insolvency or similar actions by us or any of our subsidiaries or controlled affiliates, or our dissolution or winding-up.

        This concentration of ownership and the approval rights of our Parent will limit your ability to influence corporate matters. For information regarding the beneficial ownership of our outstanding ordinary shares by our Parent, see "Security Ownership of Certain Beneficial Owners and Management." For more information regarding our Shareholder Agreement with our Parent, see "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Shareholder Agreement."

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We will be a "controlled company" within the meaning of NYSE Listed Company Manual and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

        Upon the closing of this offering, our Parent will continue to beneficially own a majority of our ordinary shares. As a result, we will be a "controlled company" within the meaning of the NYSE Listed Company Manual. Under the NYSE Listed Company Manual, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements in the NYSE Listed Company Manual, including:

    the requirement that a majority of our Board of Directors consist of independent directors;

    the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors; and

    the requirement that we have a compensation committee that is composed entirely of independent directors.

        Following this offering, we intend to utilize the exemptions to each of the requirements listed above. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements of the NYSE Listed Company Manual. See "Management—Composition of our Board of Directors and Director Independence."

If our Parent sells a controlling interest in us to a third party in a private transaction, you may not realize any change-of-control premium on our ordinary shares and we may become subject to the control of a presently unknown third party.

        Following the completion of this offering, our Parent will beneficially own a substantial majority of our ordinary shares. Our Parent will have the ability, should it choose to do so, to sell some or all of our ordinary shares in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of us. The ability of our Parent to privately sell such shares may not be subject to any requirement for a concurrent offer to be made to acquire all of our ordinary shares that will be publicly traded hereafter, which could prevent you from realizing any change-of-control premium on your ordinary shares that may otherwise accrue to our Parent upon its private sale of our ordinary shares. Additionally, if our Parent privately sells a significant equity interest in us, we may become subject to the control of a presently unknown third party. Such third party may have interests that conflict with the interests of our other shareholders.

Our Parent's continuing significant interest in us following this offering may result in conflicts of interest.

        For as long as our Parent continues to beneficially own a significant amount of our outstanding ordinary shares, it will continue to be able to strongly influence or effectively control our decisions. See "Security Ownership of Certain Beneficial Owners and Management" and "—Our Parent will continue to control us after this offering and will have significant power to control our business, affairs and policies." Moreover, as long as our Parent continues to beneficially own more than 50% of our issued share capital, it will be able to determine the outcome of any corporate actions requiring approval of our shareholders by way of ordinary resolution (as such matters require approval by at least 50% of shareholders present and voting at the meeting at which the resolution is proposed). In addition, for so long as our Parent continues to beneficially own more than 75% of our issued share capital, it will be able to determine the outcome of any corporate actions requiring approval of our shareholders by way of special resolution, including any amendments to our constitutional documents (as such matters require approval by at least 75% of shareholders present and voting at the meeting at which the resolution is proposed).

        Our Parent will also have the director nominations and approval rights described in "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—

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Shareholder Agreement." Because our Parent's interests may differ from those of other shareholders, actions our Parent takes or omits to take with respect to us, for as long as it is our controlling shareholder, including those corporate or business actions requiring its prior affirmative written consent or vote, may not be as favorable to other shareholders as they are to our Parent.

        The interests of our Parent could conflict in material respects with those of our other shareholders. For example, our Parent may prevent us from incurring indebtedness or making acquisitions with our own capital if such actions would adversely affect its capital ratios on a consolidated basis, negatively affect its credit rating or otherwise influence its financial metrics. Our Parent also could, for similar reasons, exert control over the amount and timing of our investments and dispositions, cause us to sell revenue-generating assets or control the issuance of additional ordinary shares. Any such actions by our Parent could affect the amount of cash available for distribution to shareholders. In addition, our Parent may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. It also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Our Parent may have tax positions that are different from ours which could influence its decisions regarding whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness. In addition, the structuring of future transactions may take into consideration our Parent's tax considerations even where no similar benefit would accrue to us.

        Our Parent is also allowed to take into account the interests of parties other than us in resolving conflicts of interest, which has the effect of limiting its duties (including fiduciary duties) to our shareholders. Other affiliates of our Parent and existing and former personnel employed by our Parent may not be subject to non-competition, non-solicitation and confidentiality agreements to which members of our management and those of our Affiliates are subject and thus may not be prohibited from engaging in other businesses or activities, including those that might be in direct competition with us. Our Parent also may control the enforcement of obligations owed to us by it and its affiliates and decide whether to retain separate counsel or others to perform services for us.

        The Shareholder Agreement and our Parent's approach to corporate governance and risk management, including under the Group Operating Manual, may impose additional controls and information sharing by us and our Affiliates from that deemed to be standard in the investment management industry. While overlaying these additional governance and risk management structures onto the highly regulated investment management business may be viewed as a desirable added layer of regulatory oversight, it may be viewed by Affiliates and potential acquisition targets as being overly cumbersome, controlling and costly and thus a competitive deterrent to a third party becoming affiliated with us.

        Through participation in our Parent's incentive compensation plans, our executive officers, one of whom also serves as a director of our Company, have acquired shares or been granted restricted shares of our Parent, and they may continue to participate in such plans following this offering. As a result, their ownership of shares of our Parent may exceed their ownership or rights to acquire ordinary shares of our Company at the time of this offering and into the future, which may present a conflict of interest for the executive.

Our ability to pay regular dividends to our shareholders is subject to the discretion of our Board of Directors and our Parent and may be limited by our holding company structure and applicable provisions of the laws of England and Wales.

        Following completion of this offering, we will target a dividend payout as described in "Dividend Policy." Until such time as our Parent ceases to beneficially own at least 25% of our outstanding ordinary shares, the approval of our Parent will be required to declare any dividend other than in accordance with the dividend policy in effect when our Parent ceases to own more than 50% of our outstanding ordinary shares. In addition, with the approval of our Parent (for so long as required), our

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Board of Directors may change the amount or frequency of dividends or discontinue the payment of dividends entirely. In addition, as a holding company, we will be dependent upon the ability of our Affiliates to generate earnings and cash flows and distribute them to us so that we may pay dividends to our shareholders. The ability of our Affiliates to distribute cash to OMAM will be subject to their operating results, cash requirements and financial condition, the applicable provisions of governing law which may limit the amount of funds available for distribution, their compliance with covenants and financial ratios related to existing or future indebtedness, and their other agreements with third parties. As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our ordinary shares.

Some of our directors are executive officers of our Parent.

        All of our directors immediately following this offering will have been designated to our Board of Directors by our Parent. Three of these directors will be officers or employees of our Parent. Because of their positions as an officer or employee of our Parent, these three directors own substantial amounts of shares of our Parent. Ownership interests of these three directors in shares of our Parent, or service of certain of our directors as officers of our Parent, may create, or may create the appearance of, conflicts of interest when a director is faced with a decision that could have different implications for the two companies. These potential conflicts could arise, for example, over matters such as the desirability of an acquisition opportunity, employee retention or recruiting, capital management or our dividend policy and could result in our Company taking actions that are in the best interests of our Parent but not our other shareholders.

Our separation from our Parent could have a negative impact on our business and results of operations due to our Parent's strong brand and reputation.

        As a wholly-owned subsidiary of our Parent, we have benefited from the use of the "Old Mutual" brand name and logo. We believe the association with our Parent has provided us with preferred status among a variety of service providers, vendors and others due to our Parent's globally recognized brand, perceived high quality products and services and strong capital base and financial strength. Immediately prior to the completion of this offering, we intend to enter into a transitional servicemark license agreement with OMUSH, our Parent and, solely for the intellectual property owned by it applicable to the agreement, Old Mutual Life Assurance Company (South Africa) Ltd., or OMLACSA, which we refer to as the Servicemark Agreement. Pursuant to the Servicemark Agreement, our Parent and OMLACSA will grant us a limited, non-exclusive, fully paid-up, royalty-free, non-transferable, non-sublicensable license to use certain trademarks, servicemarks, names and logos, including the name "Old Mutual," with respect to our business and in connection with this offering, worldwide, subject to certain exceptions set forth in the Servicemark Agreement. The license term shall be for the period commencing on the date of the closing of this offering and ending six months after the date on which our Parent ceases to directly or indirectly own a majority of our outstanding ordinary shares. After this license expires, we must cease using the licensed intellectual property and any benefits that we derived from the use of the "Old Mutual" brand name and logo will likely be diminished or eliminated.

        In addition, certain of our Parent's other affiliates have established investment advisory and other investment-advisory related relationships with our Affiliates pursuant to which our Affiliates derive revenue. For the quarter ended March 31, 2014, our Parent and its subsidiaries (other than the Company and our Affiliates) contributed less than 2% of total ENI revenue including equity-accounted Affiliates. We cannot predict whether these relationships would continue when we are no longer a wholly-owned subsidiary of our Parent.

        This offering could adversely impact our relationships with certain of our current or potential business partners as we may no longer be viewed as a part of our Parent's group of companies. If we no longer are entitled to benefit from the relationship with our Parent as a result of this offering, we may not be able to obtain certain services at the same level or obtain the same benefit through new,

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independent relationships with third-party vendors. Likewise, we may not be able to replace the service and arrangement in a timely manner or on terms and conditions, including cost, as favorable as those we previously have received as a subsidiary of our Parent. Some third parties may re-price, modify or terminate their vendor relationships with us after we are no longer a wholly-owned subsidiary of our Parent.

        The risks relating to our separation from our Parent could materialize or evolve at any time, including immediately upon the completion of this offering, when our Parent's beneficial ownership in our ordinary shares will decrease to approximately      % (or approximately      % if the underwriters' over-allotment option to purchase additional shares is exercised in full), and at a later date if our Parent were to decide to decrease its ownership of our ordinary shares.

        We cannot accurately predict the impact that our separation from our Parent will have on our business and the businesses of our Affiliates, distribution partners, service providers, vendors and other business partners.

Risks Related to Our Tax Matters

The Internal Revenue Service, or the IRS, may not agree to treat OMAM as a foreign corporation for U.S. federal tax purposes.

        Although OMAM is incorporated in England and Wales, which are part of the United Kingdom, the IRS may assert that it should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to section 7874 of the Code. For U.S. federal tax purposes, a corporation generally is considered a tax resident in the jurisdiction of its organization or incorporation. Because OMAM is a United Kingdom incorporated entity, it would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal tax purposes.

        For OMAM to be treated as a foreign corporation for U.S. federal tax purposes under section 7874 of the Code, immediately after the Reorganization, either (i) the former stockholders of OMUSH, i.e., OMGUK, must own (within the meaning of section 7874 of the Code) less than 80% (by both vote and value) of our ordinary shares by reason of holding shares in OMUSH immediately prior to the Reorganization, excluding for this purpose shares owned by the expanded affiliated group including OMAM, or (ii) OMAM must have substantial business activities in the United Kingdom (taking into account the activities of our expanded affiliated group).

        Based on the rules for determining share ownership under section 7874 of the Code, in particular the rule excluding shares owned by OMGUK, which should be treated as a member of the expanded affiliated group including OMAM, we believe that OMGUK should be treated as owning less than 80% of our ordinary shares after the Reorganization and that, therefore, OMAM should be treated as a foreign corporation for U.S. federal income tax purposes, although no assurances can be given in this regard. If OMAM were to be treated as a U.S. corporation, income it earned would become subject to U.S. taxation, and the gross amount of any dividend payments to its non-U.S. shareholders could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce the withholding tax.

        For further discussion of the application of section 7874 of the Code to the Reorganization, see "Material U.S. Federal Tax Considerations for Holders of Ordinary Shares—Tax Consequences of the Reorganization."

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Future changes to the tax laws under which we should be treated as a foreign corporation for U.S. federal tax purposes and changes in other tax laws relating to multinational corporations could adversely affect us.

        Under current law, as noted above, OMAM should be treated as a foreign corporation for U.S. federal tax purposes. Changes to section 7874 of the Code or the U.S. Treasury regulations promulgated thereunder or future IRS guidance could affect OMAM's status as a foreign corporation for U.S. federal tax purposes, and any such changes or future IRS guidance could have prospective or retroactive application. In addition, recent legislative proposals have aimed to expand the scope of U.S. corporate tax residence. Such legislation, if passed, could also affect OMAM's status as a foreign corporation for U.S. federal tax purposes. Any of these changes to such laws or regulations, or future IRS guidance, could adversely affect us.

        Moreover, the U.S. Congress, government agencies in non-U.S. jurisdictions where we and our Affiliates do business, and the Organization for Economic Co-operation and Development have each recently focused on issues related to the taxation of multinational corporations. As a result, the tax laws in the U.S. and other countries in which we and our Affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect us.

Section 7874 of the Code could limit OMUSH's ability to utilize its U.S. tax attributes to offset certain U.S. taxable income, if any, generated by certain specified transactions for a period of time following the Reorganization.

        Following the acquisition of a U.S. corporation by a foreign corporation, section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes such as net operating losses to offset U.S. taxable income resulting from certain transactions.

        These limitations will apply if, immediately after the Reorganization, either (i) the former stockholder of OMUSH, i.e., OMGUK, owns (within the meaning of section 7874 of the Code) at least 60% (by both vote and value) of our ordinary shares by reason of holding shares in OMUSH immediately prior to the Reorganization, excluding for this purpose shares owned by the expanded affiliated group including OMAM, or (ii) we do not have substantial business activities in the United Kingdom (taking into account the activities of our expanded affiliated group).

        Based on the rules for determining share ownership under section 7874 of the Code, in particular the rule excluding shares owned by OMGUK, which should be treated as a member of the expanded affiliated group including OMAM, we believe that OMGUK should be treated as owning less than 60% of our ordinary shares after the Reorganization, and that therefore, OMUSH should not be subject to the limitations described above, although no assurances can be offered in this regard. If such limitations were to apply, the U.S. consolidated group that includes OMUSH would owe potentially more U.S. tax due to the inability to utilize these tax attributes, but there would likely be a corresponding reduction in the obligation of OMAM to make payments under the DTA in the same or subsequent periods. For further discussion of the DTA, see "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Deferred Tax Asset Arrangement."

        For further discussion of the application of section 7874 of the Code to the Reorganization, see "Material U.S. Federal Tax Considerations for Holders of Ordinary Shares—Tax Consequences of the Reorganization."

Dividends and interest from OMUSH to OMAM, and dividends, interest or other income from foreign entities owned by Affiliates or investment in other foreign countries may be subject to withholding taxes.

        Under U.S. federal income tax law, dividends and other distributions from Affiliates of OMUSH to OMUSH and from OMUSH to OMAM UK Limited, or UK Sub, should not be subject to U.S. withholding tax. Additionally, dividends from OMAM US, Inc., or US Sub, to OMAM should not be subject to U.S. withholding tax under the income tax treaty between the United Kingdom and the United States, or the Treaty, provided that OMAM satisfies the minimum holding period requirements

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set forth in the Treaty. Under U.S. federal income tax law, interest paid by OMUSH to UK Sub should not be subject to U.S. withholding tax and, under the Treaty, interest paid by US Sub to OMAM should also not be subject to U.S. withholding tax. The IRS, however, may challenge any determination that OMAM is eligible for benefits under the Treaty, or may assert that OMAM does not qualify for a complete exemption from withholding tax on dividends under the Treaty. If OMAM is not eligible for benefits under the Treaty, the gross amounts of such dividends or interest would be subject to a 30% U.S. withholding tax. If OMAM qualifies for benefits under the Treaty, but not for a complete exemption from withholding tax on dividends, the gross amount of such dividends should nevertheless qualify for a reduced withholding tax rate of 5%.

        Under U.K. law, dividends and other distributions from a U.K. corporation are not subject to U.K. withholding tax. However, dividends, interest or other income earned by OMUSH or Affiliates of OMUSH from foreign entities that OMUSH or such Affiliates control or have invested in may be subject to foreign withholding taxes. Unless our share of these withholding taxes is fully credited against our U.S. or U.K. income tax liability or fully refunded, it could increase our aggregate tax burden. Although we intend to arrange the ownership of our foreign subsidiaries, our intercompany dividends, interest and other payments and our investments in foreign countries on our own behalf and on behalf of our clients with a view to minimizing the incurrence of such withholding taxes, there can be no assurance that such arrangements will have the intended result.

If we were treated as a "controlled foreign corporation" for U.S. federal income tax purposes, U.S. holders of 10% or more of the voting power of our ordinary shares may be subject to U.S. federal income taxation at ordinary income tax rates on undistributed earnings and profits.

        While we do not believe that we should be treated as a controlled foreign corporation, or CFC, for U.S. federal income tax purposes, no assurances can be offered in this regard. We will generally be classified as a CFC if more than 50% of our outstanding ordinary shares, measured by reference to voting power or value, are owned (directly, indirectly or by attribution) by "10% U.S. Shareholders." For this purpose, a "10% U.S. Shareholder" is any U.S. person that owns directly, indirectly or by attribution, 10% or more of the voting power of our outstanding ordinary shares. If we are classified as a CFC, a 10% U.S. Shareholder may be subject to U.S. federal income taxation at ordinary income tax rates on all or a portion of our undistributed earnings and profits attributable to certain categories of passive income and certain other income described in Subpart F of the Code, and may also be subject to U.S. federal income taxation at ordinary income tax rates on any gain realized on a sale of ordinary shares, to the extent of our current and accumulated earnings and profits attributable to such shares. The CFC rules are complex, and U.S. persons that are, or may be, 10% U.S. Shareholders are urged to consult their own tax advisors regarding the possible application of the CFC rules to them in their particular circumstances.

If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our ordinary shares could be subject to adverse U.S. federal income tax consequences.

        For U.S. federal income tax purposes, a foreign corporation is classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of its gross income for such taxable year is "passive income" (as defined for such purposes) or (ii) 50% or more of the value of the assets held by such corporation (based on an average of the quarterly values of the assets) during such taxable year is attributable to assets that produce passive income or that are held for the production of passive income.

        As discussed in "Material U.S. Federal Tax Considerations for Holders of Ordinary Shares," we do not believe that we are currently a PFIC, and we do not anticipate becoming a PFIC in the foreseeable future; however, no assurances can be offered in this regard. The tests for determining PFIC status are applied annually after the close of the taxable year. It is difficult to accurately predict future income and assets relevant to this determination and no ruling from the IRS or opinion of counsel has been or

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will be sought with respect to PFIC status. Whether we are a PFIC will depend on our particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets, the treatment of intercompany interest income, etc.) and may also be impacted by the application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to depend, in part, upon (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be impacted by how, and how quickly, we spend any cash that is raised in any financing transaction. Accordingly, we cannot assure U.S. holders that we are not, or will not become, a PFIC. If we should determine that we are a PFIC, we will attempt to notify U.S. holders, although there can be no assurance that we will be able to do so in a timely and complete manner. If we are a PFIC for any taxable year during which a U.S. holder holds our ordinary shares, we generally will continue to be treated as a PFIC with respect to such U.S. holder for all succeeding taxable years during which such holder holds our ordinary shares, although a U.S. holder may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to our ordinary shares after we have ceased being treated as a PFIC.

        If we are properly characterized as a PFIC, U.S. holders of our ordinary shares would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains, or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional annual reporting requirements under U.S. federal income tax laws and regulations. Whether or not U.S. holders of our ordinary shares make a timely mark-to-market election may impact the U.S. federal income tax consequences to U.S. holders with respect to the acquisition, ownership and disposition of our ordinary shares and any distributions such U.S. holders may receive. Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to our ordinary shares.

Failure to comply with the tax laws of the United States, the United Kingdom or other jurisdictions, which laws are subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis, may result in erroneous filings, negative impact to income and reputational damage.

        We and our Affiliates are subject to a range of taxes and tax audits. Tax and other regulatory authorities may disagree with tax positions taken by us and our Affiliates based on our, or their, interpretations of the relevant tax laws, which could result in erroneous filings, retroactive adverse impact on income, the loss of tax benefits and reputational damage. We will regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes, which will require estimates and judgments. Although we will make these tax estimates on a reasonable basis, there can be no assurance that the tax authorities will agree with such estimates and judgments. From time to time, we may have to engage in litigation to attempt to achieve the results reflected in our estimates, which may be time-consuming and expensive and may have other adverse impacts. There can be no assurance that we will be successful in any such litigation or that any final determination of our tax liability will not be materially different from the historical treatment reflected in our historical income tax provisions and accruals. Any future changes to tax laws or interpretations could have a material impact on our effective tax rate and subsequently our results of operations.

        While we believe that being incorporated in the United Kingdom should help us maintain a competitive worldwide effective corporate tax rate, we cannot give any assurance as to what our effective tax rate will be. This is because, among other things, of uncertainties regarding the tax policies of all the jurisdictions where we operate our business and uncertainties regarding the application to our structure, which is complex, of the tax laws of various jurisdictions, including, without limitation, the United States and the United Kingdom. Because of this uncertainty, our actual effective tax rate may vary from our expectation and that variance could be material. Additionally, the tax laws of the United States, the United Kingdom or other jurisdictions, or the administrative or judicial interpretations

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thereof, could change in the future, possibly with retroactive effect, and such changes could cause a material change in our effective tax rate.

If various U.S. federal legislative proposals and modifications to existing tax treaties between the U.S. and foreign countries are enacted, they could result in a material increase in our U.S. and state taxes.

        Proposals have been introduced in the U.S. Congress that, if ultimately enacted, could either limit treaty benefits on certain payments made by our Affiliates or their subsidiaries or subject the earnings from non-U.S. subsidiaries of our Affiliates to taxation, or both. We cannot predict the outcome of any specific legislative proposals. However, since we operate or have operations in a number of foreign jurisdictions, our plans for expansion or our results of operations in such jurisdictions could be adversely affected if any adopted proposals resulted in an increase in our tax burden, costs of our tax compliance or otherwise adversely affected our results of operations and cash flows.

Risks Related to This Offering

Our ordinary shares have no prior market, and our share price may decline after this offering.

        Although we intend to list our ordinary shares on the NYSE, an active public trading market for our ordinary shares may not develop or, if it develops, may not be maintained after this offering, and we cannot predict how liquid the market for our ordinary shares might become. Although certain of the underwriters have advised us that they intend to make a market in our ordinary shares, they are not obligated to do so. The underwriters may also discontinue any market making activities at any time, in their sole discretion, which could further negatively impact your ability to sell our ordinary shares or the prevailing market price at the time you choose to sell. If an active trading market does not develop, you may have difficulty selling your ordinary shares at an attractive price or at all. For example, the NYSE imposes certain securities trading requirements, including minimum trading price, minimum number of shareholders and minimum market capitalization. We and the representatives of the underwriters will negotiate to determine the initial public offering price. The initial public offering price may not reflect the price at which investors in the market will be willing to buy and sell our ordinary shares following this offering and may be higher than the trading price of our ordinary shares following this offering. As a result, there can be no assurance that following this offering our ordinary shares will trade at a price equal to or greater than the offering price.

The trading price of our ordinary shares may be volatile, and you may not be able to sell your ordinary shares at or above the initial public offering price.

        The trading price and volume of our ordinary shares may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the trading price and volume of our ordinary shares to fluctuate include:

    fluctuations in our annual or quarterly financial results, level of net client cash inflows or outflows or our AUM or the annual or quarterly financial results of companies perceived to be similar to us;

    changes in, or a failure to meet, estimates of our financial results or changes in recommendations by securities analysts;

    low number of ordinary shares available for public trading;

    the entrance into the market and success of new competitors;

    our acquisition or disposition of Affiliates;

    our ability to hire and retain qualified personnel, including key personnel;

    changes in the regulatory environment related to our business and industry;

    litigation or regulatory actions involving us;

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    investors' general perception of us or the investment management industry generally;

    performance of our Affiliates' investment products on an absolute basis or relative to benchmarks or peers;

    publication of research reports about us or the investment management industry, or the failure of securities analysts to cover our ordinary shares after this offering;

    adverse market reactions to any indebtedness we may incur or securities we may issue in the future;

    actions by shareholders;

    changes in market valuations of similar companies;

    changes in general economic, industry and market conditions; and

    regulatory compliance costs.

        In addition, if the stock market in general experiences a loss of investor confidence, the trading price of our ordinary shares could decline for reasons unrelated to our business, financial condition or results of operations. The price of our ordinary shares may be impacted by changes in securities prices to a greater extent than businesses outside of our industry. This is because as securities prices in general decline, the price of our ordinary shares may be impacted not only by this general decline but also by the impact of the general decline on our assets under management and revenue.

        Some companies that have had volatile market prices for their securities have had securities class actions filed against them. If a lawsuit were filed against us, regardless of its merits or outcome, it likely would result in substantial costs and divert management's attention and resources. This could have a material adverse effect on our business, results of operations and financial condition.

Future sales of our ordinary shares by us, OMGUK or other shareholders could cause our share price to decline.

        If we, OMGUK or other shareholders sell, or indicate an intention to sell, or there is a perception that they might sell, substantial amounts of our ordinary shares in the public market after the contractual lock-up agreements described below and other restrictions on resale lapse, the trading price of our ordinary shares could decline below the initial public offering price or the then-current trading level. Upon completion of this offering we expect to have            ordinary shares outstanding. Of these shares,             ordinary shares will be subject to a 180-day contractual lock-up (subject to extension) with the underwriters. The representatives of the underwriters may permit our officers, directors, employees and current shareholders who are subject to the contractual lock-up to sell ordinary shares or to demand piggy-back registration rights prior to the expiration of the lock-up agreements.

        Sales by OMGUK or other shareholders or the possibility that these sales may occur also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate.

        Pursuant to a registration rights agreement that we will enter into with our Parent, we will agree to use our reasonable best efforts to file registration statements from time to time for the sale of ordinary shares held by OMGUK now or in the future. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Registration Rights Agreement." See also "Ordinary Shares Eligible for Future Sale" for further details regarding the number of ordinary shares eligible for sale in the public market after this offering.

        We cannot predict the size of future issuances of our ordinary shares or the effect, if any, that future issuances and sales of our ordinary shares may have on the market price of our ordinary shares. Sales or distributions of substantial amounts of our ordinary shares, including shares issued in

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connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our ordinary shares to decline.

The pro forma net tangible book value per share of our ordinary shares is lower than the offering price of our ordinary shares. You will experience substantial dilution as a result of investing in this offering.

        The initial public offering price per share is substantially higher than the pro forma net tangible book value per share of our ordinary shares outstanding. As a result, investors purchasing ordinary shares in this offering will experience immediate substantial dilution of $        comparing the tangible book value per ordinary share to the offering price (based on the mid-point of the range on the front cover of the prospectus).

We will incur additional costs due to operating as a public company whose ordinary shares are publicly traded in the United States, and our management expects to devote substantial time to compliance with our public company legal and reporting obligations.

        As a public company whose ordinary shares are traded in the United States, we will incur additional legal, accounting and other expenses that we did not incur as a private company. In addition, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and the related rules and regulations of the SEC, as well as the rules of the NYSE. The Exchange Act will require us to file annual, quarterly and current reports with respect to our business and financial condition. Our management and other personnel will need to devote substantial time to compliance with our public company obligations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

        In addition, Sarbanes-Oxley requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, commencing with our Annual Report on Form 10-K for fiscal year 2015, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley, and obtain an auditor attestation as to the effectiveness of our internal controls. Our testing may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur additional accounting expense and expend additional management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

        As a public company we will also need to enhance our investor relations, legal, financial reporting, treasury and corporate communications functions. We have historically presented our Consolidated Financial Statements in accordance with International Financial Reporting Standards, or IFRS, but have presented our Consolidated Financial Statements in this prospectus, and will present our Consolidated Financial Statements after the consummation of this offering, in accordance with U.S. GAAP. These additional efforts may strain our resources and divert management's attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to Being an English Company Listing Ordinary Shares

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation organized in Delaware.

        We are incorporated under the laws of England and Wales. The rights of holders of our ordinary shares are governed by English law, including the provisions of the Companies Act 2006, and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations organized in Delaware. The principal differences are set forth in "Description of Share Capital—Differences in Corporate Law."

U.S. investors may have difficulty enforcing civil liabilities against the Company, our directors or members of senior management and the experts named in this prospectus.

        We are incorporated under the laws of England and Wales. Several of our directors reside outside the United States and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for you to serve legal process on us or our directors or have any of them appear in a U.S. court. The United States and the United Kingdom do not currently have a treaty providing for the recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. The enforceability of any judgment of a U.S. federal or state court in the United Kingdom will depend on the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the question of whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a defendant). In this context, there is doubt as to the enforceability in the United Kingdom of civil liabilities based solely on the federal securities laws of the United States. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.

English law and provisions in our articles of association may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent attempts by our shareholders to replace or remove our current management.

        Certain provisions of English law and our articles of association (as in effect following the completion of this offering) may have the effect of delaying or preventing a change in control of us or changes in our management. For example, English law and our articles of association include, or will include, provisions that:

    establish an advance notice procedure for shareholder approvals to be brought before an annual meeting of our shareholders, including proposed nominations of persons for election to our Board of Directors; and

    provide that vacancies on our Board of Directors may, in certain specified circumstances, be filled only by a majority of directors then in office, even though less than a quorum.

        These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. In addition, these provisions may adversely affect the market price of our ordinary shares or inhibit fluctuations in the market price of our ordinary shares that could otherwise result from actual or rumored takeover attempts.

        The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies, among other things, to an offer for a public company whose registered office is in the United Kingdom (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central

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management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the "residency test." Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our Board of Directors, the functions of the directors and where they are resident.

        If at the time of a takeover offer the Takeover Panel determines that we have our place of central management and control in the United Kingdom, we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

        Following the completion of this offering, our Parent will be interested in over 50% of our voting share capital, and therefore, if the Takeover Panel were to determine that we were subject to the Takeover Code, our Parent would be able to increase its aggregate holding in us without triggering the requirement under Rule 9 of the Takeover Code to make a cash offer for the outstanding shares in the Company.

        The Takeover Panel has confirmed to our representatives that, on the basis of our planned board of directors, it does not consider the Takeover Code to apply to the Company, although that position is subject to change if our center of management and control is subsequently found to move to the U.K.

We will be subject to data protection laws under U.K. legislation, and any breaches of such legislation could adversely affect our business, reputation, results of operations and financial condition.

        Our ability to obtain, retain and otherwise manage personal data is governed by data protection and privacy requirements and regulatory rules and guidance. In the U.K., we must comply with the Data Protection Act 1998 in relation to processing certain personal data. The application of data privacy laws is often uncertain, and as business practices are challenged by regulators, private litigants and consumer protection agencies, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data protection practices. Additionally, under European data protection laws, distributing personal data into the United States may constitute an offense.

Pre-emption rights for U.S. and other non-U.K. holders of shares may be unavailable.

        In the case of certain increases in our issued share capital, under English law, existing holders of shares are entitled to pre-emption rights to subscribe for such shares, unless shareholders dis-apply such rights by a special resolution at a shareholders' meeting. These pre-emption rights will have been dis-applied by our shareholder prior to completion of the offering and we shall propose equivalent resolutions in the future once the initial period of dis-application has expired. However, OMGUK will have pre-emption rights, subject to certain exceptions, until it ceases to own more than 7% of our outstanding ordinary shares. In any event, U.S. holders of ordinary shares in U.K. companies are customarily excluded from exercising any such pre-emption rights they may have, unless a registration statement under the Securities Act is effective with respect to those rights, or an exemption from the registration requirements thereunder is available. We do not intend to file any such registration statement, and we cannot assure prospective U.S. investors that any exemption from the registration requirements of the Securities Act or applicable non-U.S. securities laws would be available to enable U.S. or other non-U.K. holders to exercise such pre-emption rights or, if available, that we will utilize any such exemption.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including information relating to anticipated growth in revenues, margins or earnings, anticipated changes in our business, anticipated future performance of our business, anticipated future investment performance of our Affiliates, our expected future net cash flows, our anticipated expense levels, changes in expense, the expected effects of acquisitions and expectations regarding market conditions. The words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "can be," "may be," "aim to," "may affect," "may depend," "intends," "expects," "believes," "estimate," "project," and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks and uncertainties and we caution readers that any forward-looking information provided by or on behalf of us is not a guarantee of future performance.

        Actual results may differ materially from those in forward-looking information as a result of various factors, some of which are beyond our control, including but not limited to those discussed below and those discussed under the heading "Risk Factors" and elsewhere in this prospectus. Due to such risks and uncertainties and other factors, we caution each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this prospectus and we undertake no obligations to update any forward-looking statement to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

        Our future revenue, earnings and financial performance may fluctuate due to numerous factors, such as:

    the earnings of our Affiliates;

    the total value and composition of our Affiliates' AUM;

    the concentration of revenues in limited numbers of Affiliates and asset classes;

    the quality and autonomous nature of our relations with our Affiliates;

    our Affiliates' exposure to liability;

    our ability to grow our Affiliates or acquire new firms;

    the nature of our Affiliates' advisory agreements;

    market fluctuations, client investment decisions and investment returns;

    our or our Affiliates' levels of debt and expenses;

    the purchasing power of institutional investors;

    our Affiliates' ability to maintain fee levels;

    the integrity of our and our Affiliates' brands and reputations;

    our and our Affiliates' ability to limit employee misconduct;

    our and our Affiliates' ability to manage actual or potential conflicts of interest that may arise in our businesses;

    our competitors' performance;

    the performance and retention of existing personnel;

    our or our Affiliates' ability to recruit new personnel;

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    our or our Affiliates' ability to launch new products;

    our reliance on third-party service providers;

    our and our Affiliates' ability to execute strategies;

    our and our Affiliates' ability to conform to compliance guidelines;

    potential litigation (including administrative or tax proceedings) or regulatory actions;

    software and insurance costs;

    our access to capital;

    fluctuations in and risks associated with real estate and timber markets;

    modifications of relevant tax laws or interpretations thereof and potential increases in our tax liability;

    the level of control over us retained by our Parent; and

    the other factors discussed in "Risk Factors."

        Our business is also subject to substantial governmental regulation and changes in legal, regulatory, accounting, tax and compliance requirements that may have a substantial effect on our business and results of operations.

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USE OF PROCEEDS

        All of the ordinary shares offered by this prospectus are being sold by the Selling Shareholder. The Selling Shareholder in this offering is OM Group (UK) Limited, a subsidiary of Old Mutual plc, our Parent. We will not receive any proceeds from the sale of ordinary shares in this offering, including from any exercise by the underwriters of their over-allotment option. For information about the Selling Shareholder, see "Security Ownership of Certain Beneficial Owners and Management."

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REORGANIZATION

Prior to Reorganization

        We have historically been a direct wholly-owned subsidiary of OMGUK, which in turn is wholly-owned by our Parent. Set forth below, in relevant part, is our holding company structure and ownership immediately prior to the Reorganization:

GRAPHIC

Reorganization

        Our Parent has undertaken, and will undertake, certain steps to reorganize the ownership of our business in preparation for this offering, including the following:

    1.
    OMGUK has incorporated OMAM in the United Kingdom as a direct, wholly-owned subsidiary of OMGUK.

    2.
    OMAM has incorporated OMAM US, Inc., which we refer to as US Sub, in the State of Delaware as a direct, wholly-owned subsidiary of OMAM.

    3.
    US Sub has incorporated OMAM UK Limited, which we refer to as UK Sub, in the United Kingdom as a direct, wholly-owned subsidiary of US Sub.

    4.
    Our existing intercompany debt, which is currently owed by OMUSH to OMGUK, will be refinanced with new intercompany debt.

    5.
    OMGUK will contribute its shares in OMUSH and the new intercompany debt to OMAM in return for an issuance of shares by OMAM resulting in the elimination of this debt in our pro forma consolidated balance sheet, as it will constitute an arrangement between two of our subsidiaries.

    6.
    The OMUSH shares will be transferred to UK Sub via a series of share exchanges, and the new intercompany debt will be contributed among OMAM, US Sub and UK Sub.

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    7.
    OMAM will undergo a reduction of share capital to maximize distributable reserves, be re-registered in the United Kingdom as a public limited company, amend its articles of association to reflect the same and organize its share capital for purposes of this offering.

    8.
    OMAM will issue third-party debt amounting to $175.0 million and pay a $175.0 million pre-offering dividend to OMGUK. In addition, OMAM will also accrue a payable to OMGUK equal to surplus working capital as of the quarter-end preceding this offering. As of March 31, 2014, this payable would equal $40.8 million. As of the date of the Reorganization, the payable has been agreed by OMAM and OMGUK to equal $             million, and will be paid as funds become available, subject to the maintenance of a minimum level of OMUSH cash holdings.

        For a more detailed description of the Reorganization steps and pro forma financial statements giving effect to the Reorganization, see "Unaudited Pro Forma Consolidated Financial Data".

After the Reorganization

        Following these transactional steps, and immediately following the consummation of this offering, our share ownership structure, in relevant part, will appear as follows:

GRAPHIC

        We plan to enter into certain agreements with related parties, including our Parent, as part of the Reorganization. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering" for additional information regarding these agreements.

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DIVIDEND POLICY

        In connection with the Reorganization, we plan to pay a one-time dividend to OMGUK in an amount equal to $175.0 million.

        We will initially target a dividend payout in the range of 25% of ENI, subject to maintaining a sustainable quarterly dividend per share. Any declaration of dividends will be at the discretion of our Board of Directors and subject to the approval of our Parent, and will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements and any other factors that our Board of Directors or Parent deems relevant in making such a determination. Under English law, we may only pay dividends out of our accumulated, realized profits, so far as not previously utilized by distribution or capitalization, or Distributable Reserves, and provided that at the time of payment of the dividend, the amount of our net assets is not less than the total of our called-up share capital and undistributable reserves. At the time of the closing of this offering, we expect the amount of OMAM's Distributable Reserves to be approximately $          . Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on-hand and any funds we receive from our subsidiaries, including OMUSH. Therefore, there can be no assurance that we will pay any dividends in the future to holders of our ordinary shares, or as to the amount of any such dividends.

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CAPITALIZATION

        The following table presents our capitalization as of March 31, 2014, on an actual basis and on an as-adjusted basis giving effect to the Reorganization. This offering will have no impact on the capitalization of OMAM.

        You should read this table together with the sections of this prospectus entitled "Unaudited Pro Forma Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and related notes included elsewhere in this prospectus.

($ in millions)
  Actual   As Adjusted for the
Reorganization
 
 
  (unaudited)
 

Excluding consolidated Funds(1)

             

Cash and cash equivalents

  $ 84.9   $ 84.9  
           
           

Long-term debt payable to related parties

    1,038.5      

Third-party borrowings

    2.5     177.5  

Shareholders Equity

             

Shareholders equity (deficit)

    (433.6 )   (10.0 )

Non-controlling interests

    0.1     0.1  
           

Total Shareholders Equity (deficit)

    (433.5 )   (9.9 )
           

Total Capitalization

  $ 607.5   $ 167.6  
           
           

(1)
Excludes certain sponsored investment entities of our Affiliates that we are required to consolidate on our Consolidated Financial Statements in accordance with U.S. GAAP. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information regarding our consolidated sponsored investment entities.

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DILUTION

        If you invest in our ordinary shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per ordinary share and the net tangible book value per ordinary share. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to existing shareholders for our presently outstanding ordinary shares. As of March 31, 2014, net tangible book value attributable to our shareholders was $        , or $        per ordinary share, based on                ordinary shares issued and outstanding after giving effect to the Reorganization. Net tangible book value per ordinary share equals total consolidated tangible assets minus total consolidated liabilities divided by the number of outstanding ordinary shares.

        This offering will result in an immediate dilution of $        per ordinary share to the investors who purchase our ordinary shares in this offering.

        The following table illustrates the per share dilution after giving pro forma effect to this offering based on the mid-point of the range on the front cover of this prospectus:

 
  As of
March 31, 2014
 

Net tangible book value per pro forma share

                  

Pro forma adjustments per pro forma share

                  
       

Pro forma net tangible book value per pro forma share

                  

Initial public offering price per share

                  
       

Dilution per share to new investors

                  
       
       

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        We present economic net income, or ENI, to help us describe our operating and financial performance. ENI is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. ENI is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of ENI may differ from similarly titled measures provided by other companies. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Performance Measure—Economic Net Income" for a more thorough discussion of ENI and a reconciliation of ENI to U.S. GAAP net income.

        The following table sets forth selected historical consolidated financial data for our Company as of the dates and for the periods indicated. The selected statement of operations data for the years ended December 31, 2013, 2012 and 2011, and the balance sheet data as of December 31, 2013 and 2012 have been derived from our audited Consolidated Financial Statements included elsewhere in this prospectus.

        The selected statement of operations data for the years ended December 31, 2010 and 2009, and the balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from our Consolidated Financial Statements not included in this prospectus, which were audited in accordance with International Financial Reporting Standards, and have been adjusted to be in accordance with U.S. GAAP for the purposes of the following selected historical and consolidated financial data presentation. The selected consolidated financial data as of and for the three-months ended March 31, 2014 and 2013 have been derived from our unaudited Consolidated Financial Statements included elsewhere in this prospectus. Unaudited consolidated balance sheets dated as of December 31, 2011, 2010 and 2009 and as of March 31, 2014 and 2013 and unaudited statements of operations for the years ended December 31, 2010 and 2009 and for the three months ended March 31, 2014 and 2013 have been prepared on substantially the same basis as our Consolidated Financial Statements that were audited in accordance with U.S. GAAP and include all adjustments that we consider necessary for a fair statement of our consolidated statements of operations and balance sheets for the periods and as of the dates presented therein. Our results for the three months ended March 31, 2014 are not necessarily indicative of our results for a full fiscal year.

        You should read our following selected historical consolidated financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical Consolidated Financial Statements and the related notes thereto, included elsewhere in this prospectus.

 
  For the
three months
ended
March 31,
  For the years ended December 31,  
($ in millions, except as noted)
  2014(1)   2013(1)   2013   2012   2011   2010(1)   2009(1)  

U.S. GAAP Statement of Operations Data:

                                           

Management fees(2)

  $ 132.8   $ 111.7   $ 478.2   $ 399.3   $ 398.2   $ 387.5   $ 347.5  

Performance fees

    0.4     5.5     18.1     14.1     4.3     2.2     0.4  

Other revenues

    0.2     0.8     1.8     0.5     0.3     0.8     2.3  

Consolidated Funds revenue(2)

    136.0     105.6     430.5     289.6     321.4     350.7     310.0  
                               

Total revenue

  $ 269.4   $ 223.6   $ 928.6   $ 703.5   $ 724.2   $ 741.2   $ 660.2  
                               

Net income before tax from continuing operations attributable to controlling interests(2)

  $ 19.3   $ 5.8   $ 32.7   $ 27.3   $ 22.0   $ 4.8   $ 9.0  

Net income/(loss) from continuing operations attributable to controlling interests(2)

    11.3     3.2     19.4     24.0     26.2     (13.9 )   (87.4 )

U.S. GAAP Earnings Per Share from continuing operations

                                           

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($ in millions, except as noted)
  For the
three months
ended
March 31,
  For the years ended December 31,  
Non-GAAP Statement of Operations Data(1):
  2014   2013   2013   2012   2011   2010   2009  

Economic Net Income(3):

                                           

Management fees

  $ 138.6   $ 116.7   $ 499.8   $ 420.9   $ 420.1   $ 408.8   $ 375.7  

Performance fees

    0.4     5.5     18.1     14.1     2.9     2.2     0.4  

Other revenues

    2.6     5.0     10.1     17.2     12.7     11.9     10.1  
                               

Total ENI Revenue

  $ 141.6   $ 127.2   $ 528.0   $ 452.2   $ 435.7   $ 422.9   $ 386.2  
                               

Pre-tax Economic Net Income

  $ 43.1   $ 38.4   $ 153.0   $ 131.3   $ 124.3   $ 123.9   $ 132.3  

Post-tax Economic Net Income

    32.5     30.9     122.9     112.3     101.9     103.4     106.2  

Pre-tax ENI operating margin before Affiliate key employee distributions(4)

    36 %   35 %   34 %   33 %   32 %   32 %   35 %

Pre-tax ENI operating margin after Affiliate key employee distributions(4)

    30 %   30 %   29 %   29 %   29 %   29 %   34 %

Economic Net Income Per Share

                                           

Other Operational Information(1):

                                           

Assets under management at period end (in billions)

  $ 203.1   $ 170.6   $ 198.8   $ 156.7   $ 136.8   $ 144.0   $ 140.2  

Net client cash flows (in billions)

    (1.0 )   2.9     10.5     0.4     (4.6 )   (11.8 )   (1.8 )

 

 
  As of
March 31,
  As of December 31,  
U.S. GAAP Consolidated Balance Sheet Data:
  2014(1)   2013(1)   2013   2012   2011(1)   2010(1)   2009(1)  

Total assets(5)

  $ 8,500.3   $ 8,674.9   $ 8,551.8   $ 8,529.8   $ 8,372.9   $ 8,295.4   $ 9,742.3  

Total assets attributable to controlling interests

    954.0     936.6     1,014.4     999.2     1,027.2     996.9     1,029.4  

Total debt(5)

    5,475.0     5,689.4     5,469.0     5,641.8     5,248.5     5,349.8     5,937.0  

Total debt attributable to controlling interests

    1,041.0     1,147.5     1,043.2     1,147.5     1,198.3     1,295.3     1,963.6  

Total liabilities(5)

    5,974.1     6,066.5     6,015.9     6,097.8     5,696.9     5,766.4     6,405.6  

Total liabilities attributable to controlling interests

    1,387.6     1,413.0     1,461.1     1,480.5     1,515.1     1,607.9     2,300.3  

Net assets(5)

  $ 2,526.2   $ 2,608.4   $ 2,535.9   $ 2,432.0   $ 2,676.0   $ 2,529.0   $ 3,336.7  

Redeemable non-controlling interests in consolidated Funds(5)

    (409.0 )   (306.2 )   (403.3 )   (88.9 )   (108.8 )   (98.3 )   (1,500.4 )

Non-controlling interests in consolidated Funds(5)

    (2,550.7 )   (2,778.6 )   (2,579.3 )   (2,824.4 )   (3,055.1 )   (3,041.7 )   (3,107.2 )

Non-controlling interests

    (0.1 )       (0.1 )   (0.9 )   (4.5 )   (43.1 )   (43.1 )
                               

Parent Equity Deficit

  $ (433.6 ) $ (476.4 ) $ (446.8 ) $ (482.2 ) $ (492.4 ) $ (654.1 ) $ (1,314.0 )

(1)
Unaudited.

(2)
Statement of operations data presented in accordance with U.S. GAAP include the results of consolidated pooled investment vehicles, or "Funds," managed by our Affiliates where it has been determined these entities are controlled by our Company. The effects of consolidating these entities include a reduction in management fee revenue ranging from $21 million to $28 million per annum for fiscal years 2009 through 2013 with offsetting increases in the results of consolidated Funds. The net income from continuing operations presented as attributable to controlling interests exclude the income or loss directly attributable to third-party Fund investors, and represent the net amounts attributable to our shareholders.

(3)
ENI, including a reconciliation to U.S. GAAP net income (loss) attributable to controlling interests, is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Performance Measure—Economic Net Income." Pre-tax and post-tax ENI are presented after Affiliate key employee distributions. These measures are conceptually

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    equivalent to net income before tax from continuing operations attributable to controlling interests and net income from continuing operations attributable to controlling interests, respectively.

(4)
Pre-tax ENI margin is a non-GAAP efficiency measure, calculated based on pre-tax ENI, divided by ENI revenue. Operating margin is monitored both before and after Affiliate key employee distributions. Affiliate key employee distributions are conceptually equivalent to non-controlling interests, representing the share of Affiliate earnings that accrue to key employees under equity or profit interests plans. For accounting purposes under U.S. GAAP, however, these plans are classified as cash-settled liabilities and the share of earnings attributed to key employees under these plans is therefore presented as compensation expense rather than non-controlling interests.

(5)
Balance sheet data presented in accordance with U.S. GAAP include the results of consolidated pooled investment vehicles, or "Funds," managed by our Affiliates where it has been determined these entities are controlled by our Company. Consolidated assets and liabilities of these entities that are attributable to third-party investors, or non-controlling interests, have the effect of increasing our consolidated assets and liabilities. The net assets and liabilities presented as attributable to controlling interests exclude the portions directly attributable to these third-party investors, and represent the net amounts attributable to our shareholders. Similarly, Parent Equity Deficit represents the net assets of our Company after excluding net assets directly attributable to these third-party investors.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma consolidated financial data present our statements of operations and balance sheet, assuming that all of the transactions described below had been completed as of: (i) January 1, 2013 with respect to the unaudited pro forma statements of operations and (ii) March 31, 2014 with respect to the unaudited pro forma balance sheet. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the Reorganization.

        The pro forma adjustments principally give effect to the Reorganization, specifically:

    issuance of third-party debt amounting to $175.0 million and a corresponding dividend payment to OMGUK of $175.0 million. OMAM will also accrue a payable to OMGUK equal to surplus working capital as of the quarter-end preceding this offering. As of March 31, 2014, this payable would equal $40.8 million. As of the date of the Reorganization, the payable has been agreed by OMAM and OMGUK to equal $         million, and will be paid as funds become available, subject to the maintenance of a minimum level of OMUSH cash holdings.

    refinancing and contribution of our existing intercompany debt, which is currently owed by OMUSH to OMGUK, into a new subsidiary of ours, resulting in the elimination of this debt in our pro forma consolidated balance sheet, as it will constitute an arrangement between two of our subsidiaries. The elimination of the intercompany debt will be reflected as a capital contribution in our Consolidated Financial Statements;

    redemption of a $32.0 million note receivable from OMGUK, which will be reflected as a return of capital in our Consolidated Financial Statements;

    transfer of our United Kingdom-based Affiliate, Rogge Global Partners plc, or Rogge, to our Parent, which will be reflected as a return of capital upon closing of the transaction during the second quarter of 2014;

    entering into a deferred tax asset arrangement with our Parent with respect to $290.3 million of existing deferred tax assets as of March 31, 2014, such that following the Reorganization, any future amounts realized in respect of these assets, until the later of December 31, 2019 or December 31 of the year in which OMGUK ceases to own, directly or indirectly, at least 50% of our outstanding ordinary shares, are entirely attributable and payable on a quarterly basis to our Parent. This will result in the recording of an intercompany payable to our Parent in our Consolidated Financial Statements, which will track the value of the allocated deferred tax assets until the later of December 31, 2019 or December 31, of the year in which OMGUK ceases to own, directly or indirectly, at least 50% of our outstanding ordinary shares, at which point in time the arrangement would be terminated and the payable would be settled on November 30 of the following year at its net present value subject to repayment, if and to the extent that the deferred tax assets are determined not to be available. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Deferred Tax Asset Arrangement."; and

    entering into a contractual arrangement with our Parent to allocate certain existing real estate and timber co-investments entirely to our Parent, such that any future amounts realized in respect of these assets are entirely attributable and payable to our Parent. (This will result in the recording of an intercompany payable to our Parent in our Consolidated Financial Statements, which will henceforth track the value of the allocated co-investments. See "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering—Co-Investment Arrangement."

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        We have not made any pro forma adjustments to our general and administrative expense, or any of our other expense items, relating to reporting, compliance or investor relations costs, or other incremental costs that we may incur as a public company, including costs relating to compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

        The unaudited pro forma consolidated financial data is included for informational purposes only and should not be relied upon as being indicative of our statements of operations or balance sheets had the Reorganization been completed on the dates assumed. The unaudited pro forma consolidated financial information also does not project the statement of operations or balance sheet for any future period or date. The following discussion should be read in conjunction with "Management's Discussion and Analysis of Results of Operations and Financial Condition" and our Consolidated Financial Statements and related notes included elsewhere in this prospectus.

        As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our view of the underlying economic earnings generated by us. We use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. These ENI adjustments include, among other things, both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses, or to reflect cash benefits not recognized under U.S. GAAP.

        ENI, including a reconciliation to U.S. GAAP net income (loss) attributable to controlling interests, is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Supplemental Performance Measure—Economic Net Income."

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Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2013

($ in millions, except where otherwise noted)
  OMAM 2013   Debt
elimination/
consolidation
and new
financing(1)
  Allocation of
co-investments
to Parent(2)
  Exclude
discontinued
operations(3)
  OMAM Pro
Forma
  ENI
reclassifications
  ENI
Adjustments
  OMAM
Pro Forma
ENI after
reorganization
 

Management fees

  $ 478.2   $   $   $   $ 478.2   $ 21.6   (4) $   $ 499.8  

Performance fees

    18.1                 18.1             18.1  

Interest income

                        0.5   (5)       0.5  

Other income

    1.8                 1.8     7.8   (6)       9.6  

Consolidated OMAM Funds:

                                                 

Revenue from timber

    401.1                 401.1     (401.1) (7)        

Other revenues

    29.4                 29.4     (29.4) (7)        
                                   

Total revenue

    928.6                 928.6     (400.6 )       528.0  
                                   

Compensation and benefits

    352.3                 352.3     (193.1) (8)   (47.8) (9)   111.4  

Selling, general and administrative expenses

    68.7                 68.7     11.1   (8)   (3.3) (11)   76.5  

Variable compensation

                        153.8   (8)       153.8  

Depreciation and other amortization

    5.0                 5.0         (0.1) (10)   4.9  

Consolidated OMAM Funds:

                                                 

Interest and dividend expense

    150.1                 150.1     (150.1) (7)        

Timber related expenses

    238.4                 238.4     (238.4) (7)        

Other expenses

    213.6                 213.6     (213.6) (7)        
                                   

Total expenses

    1,028.1                 1,028.1     (630.3 )   (51.2 )   346.6  
                                   

Operating Income

    (99.5 )               (99.5 )   229.7     51.2     181.4  

Affiliate key employee distributions

                        (28.4 )       (28.4 )

Non-operating income and (expenses):

                                   

Investment income/(loss)

    10.7         (3.0 )       7.7     (7.7) (6)        

Interest income

    0.5                 0.5     (0.5) (5)        

Interest expense (W)

    (72.2 )   68.7             (3.5 )           (3.5 )

Consolidated OMAM Funds:

                                                 

Net consolidated Funds' gain

    76.7                 76.7     (76.7) (7)        
                                   

Income/(loss) from continuing operations before taxes (X)

    (83.8 )   68.7     (3.0 )       (18.1 )   116.4     51.2     149.5  

Provision for income taxes

    13.3     2.9     (1.2 )       15.0         21.4   (12)   36.4  
                                   

Income/(loss) from continuing operations

    (97.1 )   65.8     (1.8 )       (33.1 )   116.4     29.8     113.1  

Gain from discontinued operations, net of tax

    2.7             (2.7 )                

Loss on disposal from discontinued operations, net of tax

    (2.1 )           2.1                  
                                   

Net income/(loss)

    (96.5 )   65.8     (1.8 )   (0.6 )   (33.1 )   116.4     29.8     113.1  

Net income/(loss) attributable to non-controlling interests (Y)

    0.1                 0.1       (8)        

Net income/(loss) attributable to non-controlling interests in consolidated OMAM Funds (Z)

    (122.3 )           5.8     (116.5 )   116.4   (7)        
                                   

Net income/(loss) attributable to controlling interests

  $ 25.7   $ 65.8   $ (1.8 ) $ (6.4 ) $ 83.3       $ 29.8   $ 113.1  
                                   
                                   

Earnings per share

                                                 

Net income before tax and interest expense from continuing operations attributable to controlling interests X-W-Y-Z

  $ 110.6       $ (3.0 ) $ (5.8 ) $ 101.8       $ 51.2   $ 153.0  

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Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2014

($ in millions, except where otherwise noted)
  OMAM
March 31,
2014
  Debt
elimination/
consolidation
and new
financing(1)
  Allocation of
co-investments
to Parent(2)
  Exclude
discontinued
operations(3)
  OMAM Pro
Forma
  ENI
reclassifications
  ENI
Adjustments
  OMAM Pro
Forma ENI after
reorganization
 

Management fees

  $ 132.8   $   $   $   $ 132.8   $ 5.8 (4) $   $ 138.6  

Performance fees

    0.4                 0.4             0.4  

Interest income

                        0.1 (5)       0.1  

Other income

    0.2                 0.2     2.3 (6)       2.5  

Consolidated OMAM Funds:

                                                 

Revenue from timber

    130.2                 130.2     (130.2) (7)        

Other revenues

    5.8                 5.8     (5.8) (7)        
                                   

Total revenue

    269.4                 269.4     (127.8 )       141.6  
                                   

Compensation and benefits

    88.4                 88.4     (50.7) (8)   (7.5) (9)   30.2  

Selling, general and administrative expenses

    16.9                 16.9     3.4 (8)   (0.8) (11)   19.5  

Variable compensation

                        39.3 (8)       39.3  

Depreciation and other amortization

    1.4                 1.4             1.4  

Consolidated OMAM Funds:

                                                 

Interest and dividend expense

    32.8                 32.8     (32.8) (7)        

Timber related expenses

    78.5                 78.5     (78.5) (7)        

Other expense

    45.8                 45.8     (45.8 )  (7)        
                                   

Total expenses

    263.8                 263.8     (165.1 )   (8.3 )   90.4  
                                   

Operating Income

    5.6                 5.6     37.3     8.3     51.2  

Affiliate key employee distributions

                        (8.0 )       (8.0 )

Non-operating income and (expenses):

                                 

Investment income/(loss)

    3.1         (0.9 )       2.2     (2.2)  (6)        

Interest income

    0.1                 0.1     (0.1) (5)        

Interest expense (W)

    (16.4 )   15.5             (0.9 )           (0.9 )

Consolidated OMAM Funds:

                                                 

Net consolidated Funds' gain

    16.0                 16.0     (16.0) (7)        
                                   

Income/(loss) from continuing operations before taxes (X)

    8.4     15.5     (0.9 )       23.0     11.0     8.3     42.3  

Provision for income taxes

    8.0     0.7     (0.3 )       8.4         3.8 (12)   12.2  
                                   

Income/(loss) from continuing operations

    0.4     14.8     (0.6 )       14.6     11.0     4.5     30.1  

Gain from discontinued operations, net of tax

    3.6             (3.6 )                

Gain on disposal from discontinued operations, net of tax

    0.1             (0.1 )                
                                   

Net income/(loss)

    4.1     14.8     (0.6 )   (3.7 )   14.6     11.0     4.5     30.1  

Net income/(loss) attributable to non-controlling interests (Y)

                                 

Net income/(loss) attributable to non-controlling interests in consolidated OMAM Funds (Z)

  $ (6.2 )         $ (4.8 ) $ (11.0 ) $ 11.0   (7)        
                                   

Net income/(loss) attributable to controlling interests

  $ 10.3   $ 14.8   $ (0.6 ) $ 1.1   $ 25.6       $ 4.5   $ 30.1  
                                   
                                   

Earnings per share

                                                 

Net income before tax and interest expense from continuing operations attributable to controlling interests X-W-Y-Z

  $ 31.0       $ (0.9 ) $ 4.8   $ 34.9       $ 8.3   $ 43.2  

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Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2013 and the Three Months Ended March 31, 2014

Pro Forma U.S. GAAP Adjustments to the Consolidated Statement of Operations:

Reorganization and other adjustments to our consolidated statement of operations include:

    1)
    Our existing intercompany debt, which is currently owed by OMUSH to OMGUK, is to be refinanced and contributed to a new subsidiary of ours in connection with this offering, and while it will remain outstanding, it will be an arrangement between two of our subsidiaries and will consequently be eliminated in our Consolidated Financial Statements. New third party debt of $175.0 million will be raised through the establishment of a revolving credit facility, and assuming we achieve a minimum investment-grade credit rating equivalent to BBB, our ongoing consolidated cost of debt has been estimated at 2%, or $3.5 million per annum ($0.9 million per quarter). The net effect of the tax owed on interest income earned on the reissued and contributed intercompany debt to be held by our new subsidiary, and the tax deduction on interest paid by us on the new third party debt is incremental annual tax expense of $2.9 million, or $0.7 million per quarter.

    2)
    We are entering into a co-investment arrangement with our Parent to allocate certain existing real estate and timber co-investments entirely to our Parent, such that any gains and losses on these assets as well as the return of principal and any carried interest are entirely attributable and payable to our Parent. This contractual arrangement will result in the recognition of an offsetting expense equivalent to the value of these gains, which amounted to $3.0 million in 2013, and $0.8 million for the first three months of 2014. The tax effect of this allocation has been estimated at our average U.S. statutory rate of 40.2%, amounting to $1.2 million for 2013, and $0.3 million for the first three months of 2014.

    3)
    The results of discontinued operations have been excluded from the pro forma presentation of our statement of operations on the basis they will not be components of our ongoing U.S. GAAP results.

Pro Forma ENI Adjustments to the Consolidated Statement of Operations

Reclassifications:

    4)
    Management fees earned from consolidated Funds, which are included as a component of the Funds' net results in the statement of operations, are reclassified from Fund revenues, expenses and investment returns to the management fee revenue line.

    5)
    Interest income on our cash holdings is treated as a revenue item instead of a non-operating item.

    6)
    Earnings from equity-accounted Affiliates are treated as a revenue item instead of a non-operating item.

    7)
    Amounts within the statement of operations that accrue directly to third-party clients in consolidated Funds are eliminated against the line item allocating those amounts to non-controlling interests.

    8)
    The variable compensation component of compensation and benefits is separately identified as its own line item, and distributions that are paid to Affiliate key employee equity or profit sharing interest holders are reclassified from compensation expense to non-controlling interest. Sales-based compensation is reclassified from compensation expense to general and administrative expenses.

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Adjustments

Exclusions of non-economic, non-cash expenses:

    9)
    Increases in the fair value of liabilities to reacquire equity and profit interests held by Affiliate key employees are not considered an economic expense of our Company and are accordingly excluded from ENI. These interests, if acquired, represent an unrecognized asset of ours as they would either result in us holding a higher ownership interest in an Affiliate, or alternatively may be used by us in lieu of cash as a future compensation award for Affiliate key employees.

    10)
    Amortization and impairment of intangible assets are excluded from the calculation of ENI because they are a non-cash charge that does not result in an outflow of tangible economic benefits from the business.

Exclusions of non-cash items that will not recur after this offering:

    11)
    ENI excludes non-cash corporate cost allocations from our Parent that are required to be recognized under U.S. GAAP in our Consolidated Financial Statements which are not billed to us by our Parent and will not constitute ongoing costs of operating our business.

Tax adjustments:

    12)
    Tax expense is revised for the tax effect of the above adjustments to ENI. The pro forma ENI tax is intended to represent our tax expense on a normalized ENI basis, illustrated as follows:

($ in millions)
  U.S. GAAP
2013
  Offshore
taxable
income(A)
  Offshore
third party
debt costs(A)
  Allocation of
Co-Investments
to Parent(B)
  Discontinued
Operations
  ENI
Adjustments(B)
  Eliminations(A)   ENI
pro-forma(D)
 

Net income before tax and interest expense from continuing operations attributable to controlling interests

  $ 110.6   $ 72.2       $ (3.0 ) $ (5.8 ) $ 51.2   $ (72.2 ) $ 153.0  

Interest expense on external debt

            (3.5 )                   (3.5 )

Deductible intercompany interest expense

    (72.2 )                       72.2      
                                   

Taxable income from continuing operations

    38.4     72.2     (3.5 )   (3.0 )   (5.8 )   51.2         149.5  

Taxes payable at the statutory rate

    (15.4 )   (3.6 )   0.7     1.2         (19.3 )       (36.4 )

Non-recurring deferred tax and timing adjustments(C)

    2.1                     (2.1 )        
                                   

Tax expense on continuing operations

    (13.3 )   (3.6 )   0.7     1.2         (21.4 )       (36.4 )

Effective tax rate

    35 %   5 %   20 %   40 %       42 %       24 %

(A)
As noted above, our ongoing annual cost of debt is estimated at $3.5 million, which will be included within ENI. The existing intercompany debt will be eliminated in our consolidated results. As noted in our unaudited pro forma consolidated statement of operations under "Debt elimination/consolidation and new financing", the net tax effect of the changes in financing arrangements is estimated at $2.9 million in additional tax expense. This is comprised of $3.6 million in incremental tax expense on intragroup interest income to be earned by us, at an effective U.K. tax rate of 5.0%, net of $0.7 million in tax benefits on external interest to be paid by us at the U.K. statutory rate of tax of 20%.

(B)
The allocation of co-investments to our Parent and ENI adjustments have been tax-effected at our average U.S. statutory rate of tax of 40.2%, with the latter calculated exclusive of $3.3 million in non-cash cost allocation from our Parent referred to in note 11 above, as these are not taxable.

(C)
This pro forma ENI tax expense is restated to reflect $2.1 million of other reconciling tax items, including permanent differences and non-recurring deferred tax adjustments. In the future, ENI income tax expenses may also be adjusted to exclude (i) deferred tax resulting from changes in tax law and expiration of statutes, (ii) adjustments for uncertain tax positions, (iii) deferred tax attributable to intangible assets and (iv) other unusual items.

(D)
Following the Reorganization, the Company's expected effective ENI tax rate would approximate 29.5% on a consolidated basis, assuming a fixed proportion of deductible interest to pre-tax ENI.

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Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2014

 
   
  Reorganization and other adjustments    
   
  OMAM
pro-forma,
after
reorganization
excluding Funds(5)
 
 
   
  OMAM
pro-forma
after
reorganization
   
 
($ in millions)
  OMAM
March 31,
2014
  IPO dividend
and new
financing(1)
  Transferred
Affiliates(2)
  Debt
elimination/
consolidation(3)
  Allocation
of benefits(4)
  Impact of
Consolidated
Funds
 

Assets

                                                 

Cash and cash equivalents

  $ 84.9   $   $   $   $   $ 84.9   $   $ 84.9  

Investment and advisory fees receivable

    128.3                     128.3         128.3  

Property, plant and equipment, net

    22.8                     22.8         22.8  

Investments (excluding co-investments)

    112.2                     112.2         112.2  

Co-investments into real estate and timber products

    63.6                 (63.6 )            

Co-investments allocated to Parent

                    63.6     63.6         63.6  

Acquired intangibles, net

    1.1                     1.1         1.1  

Goodwill

    118.3                     118.3         118.3  

Other assets

    50.3                     50.3         50.3  

Note receivable due from a related party

    32.2             (32.2 )                

Deferred tax assets

    285.4                 (190.4 )   95.0         95.0  

Deferred tax assets subject to tax sharing arrangement

                    190.4     190.4         190.4  

Held for transfer assets

    386.5         (386.5 )                    

Consolidated Funds (excluding co-investments):

                                                 

Cash and cash equivalents

    92.1                     92.1     (92.1 )    

Investments, at fair value

    84.9                     84.9     (84.9 )    

Restricted cash

    2,513.2                     2,513.2     (2,513.2 )    

Timber investments at cost

    4,401.8                     4,401.8     4,401.8      

Other assets of consolidated funds

    122.7                     122.7     (122.7 )    
                                   

Total assets

  $ 8,500.3   $   $ (386.5 ) $ (32.2 ) $   $ 8,018.6   $ (7,214.7 ) $ 866.9  
                                   
                                   

Liabilities

                                                 

Accounts payable and accrued expenses

  $ 26.9   $ 40.8   $   $   $   $ 67.7   $   $ 67.7  

Accrued incentive compensation

    56.8                     56.8         56.8  

Interest payable to related parties

                                 

Accrued income taxes

    4.1                     4.1         4.1  

Long-term debt payable to related parties

    1,038.5             (1,038.5 )                

Third party borrowings

    2.5     175.0                 177.5         177.5  

Other amounts due to related parties

    3.3                 353.9     357.1         357.1  

Other compensation liabilities

    207.7                     207.7         207.7  

Held for transfer liabilities

    46.2         (46.2 )                    

Other liabilities

    5.8                     5.8         5.8  

Consolidated Funds:

                                                 

Accounts payable and accrued expenses

    55.2                     55.2     (55.2 )    

Debt obligations payable

    3,787.9                     3,787.9     (3,787.9 )    

Debt obligations payable to related parties

    646.1                     646.1     (646.1 )    

Securities sold, not yet purchased

    23.2                     23.2     (23.2 )    

Other liabilities

    69.9                     69.9     (69.9 )    
                                   

Total liabilities

    5,974.1     215.8     (46.2 )   (1,038.5 )   353.9     5,459.1     (4,582.3 )   876.8  

Redeemable non-controlling interests in consolidated Funds

    409.0         (327.3 )           81.7     (81.7 )    

Non-controlling interests in consolidated Funds

    2,550.7                     2,550.7     (2,550.7 )    

Non-controlling interests

    0.1                     0.1         0.1  

Parent equity (deficit)/surplus

    (433.6 )   (215.8 )   (13.0 )   1,006.3     (353.9 )   (9.9 )       (9.9 )
                                   

Total liabilities, equity and redeemable equity

  $ 8,500.3   $   $ (386.5 ) $ (32.2 ) $   $ 8,018.6   $ (7,214.7 ) $ 866.9  
                                   
                                   

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Unaudited Pro Forma Consolidated Balance Sheet
As of March 31, 2014

Pro Forma U.S. GAAP Adjustments to the Consolidated Balance Sheet

Reorganization and other adjustments to our Consolidated Balance Sheet consist of:

    1)
    A new third party credit facility is to be entered into and drawn down upon in the amount of $175.0 million, which will be used to fund a dividend to be paid to OMGUK prior to this offering. OMAM will also accrue a payable to OMGUK equal to surplus working capital as of the quarter-end preceding this offering. As of March 31, 2014, this payable would equal $40.8 million. As of the date of the Reorganization, the payable has been agreed by OMAM and OMGUK to equal $             million, and will be paid as funds become available, subject to the maintenance of a minimum level of OMUSH cash holdings.

    2)
    Our U.K.-based Affiliate, Rogge Global Partners plc, was transferred to our Parent during the second quarter of 2014 and has been presented as held for transfer in our Consolidated Balance Sheet as at March 31, 2014.

    3)
    A $32.0 million intercompany note receivable from OMGUK is to be redeemed in connection with this offering via a capital distribution back to our Parent. Existing intercompany debt owed by OMUSH to OMGUK of $1.04 billion is to be refinanced and contributed to a new subsidiary of ours in connection with this offering, and while it will remain outstanding, it will be eliminated in our Consolidated Financial Statements.

    4)
    In connection with this offering, we will enter into arrangements with our Parent for the payment of future realizable benefits associated with $290.3 million in deferred tax assets, as well as co-investments made by us in real-estate and timber strategies of our Affiliates with a fair value of $74.2 million currently carried on the Company's Balance Sheet at March 31, 2014 at $63.6 million. Accordingly, intercompany payables to our Parent representing the carrying values of these assets as of December 31, 2013 will be recognized. The values of these payables will be adjusted each period going forward to match the values of the underlying deferred tax assets and investments to which they are contractually linked, resulting in no net impact to our ongoing earnings. Cash remittances to our Parent to settle these obligations will be made as the allocated tax attributes are utilized by us and as the co-investments are redeemed, including any carried interest associated with these investments, less taxes payable. For further discussion, see "Reorganization" and "Certain Relationships and Related Party Transactions—Relationship with Our Parent Following This Offering."

      The following table summarizes the breakdown of deferred tax assets following the allocation to our Parent:

($ in millions)
  As of
March 31,
2014
  Parent
Tax-sharing
Arrangement
  Pro Forma—
Ordinary
Shareholders
 

Federal net operating losses and interest carry-forwards

  $ 290.3   $ (290.3 ) $  

Liability for uncertain tax positions

    (88.6 )   88.6      

Valuation allowance

    (45.9 )   11.3     (34.6 )

Other deferred tax adjustments

    129.6         129.6  
               

Deferred tax asset

  $ 285.4   $ (190.4 ) $ 95.0  
               
               
    5)
    Excluding impact of consolidated Funds.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear elsewhere in this prospectus.

        This discussion contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements" for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under "Risk Factors."

        This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.

        Our MD&A is presented in eight sections:

    Overview provides a brief description of our Affiliates, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by Affiliate and asset class.

    U.S. GAAP Results of Operations for the years ended December 31, 2013, 2012 and 2011 includes an explanation of changes in our U.S. GAAP revenue, expense, and other items over the last three years.

    U.S. GAAP Results of Operations for the three months ended March 31, 2014 and 2013 includes an explanation of changes in our U.S. GAAP revenue, expense, and other items between the most recent interim period and the prior year interim period.

    Non-GAAP Supplemental Performance Measure—Economic Net Income includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income and ENI for the years ended December 31, 2013, 2012, and 2011 and for the three months ended March 31, 2014 and 2013.

    Non-GAAP ENI Results of Operations for the years ended December 31, 2013, 2012 and 2011 includes an explanation of changes in our ENI revenue, ENI expense, and ENI other items over the last three years, presented in a similar format as provided for U.S. GAAP.

    Non-GAAP ENI Results of Operations for the three months ended March 31, 2014 and 2013 includes an explanation of changes in our ENI revenue, ENI expense, and ENI other items between the most recent interim period and the prior year interim period, presented in a similar format as provided for U.S. GAAP.

    Capital Resources and Liquidity discusses our key balance sheet data including Working Capital and Long-Term Debt. This section also discusses Cash Flow from the business, Adjusted EBITDA, Future Capital Needs, Commitments, Contingencies and Off-Balance Sheet Obligations, and Market Risk. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of Adjusted EBITDA to both net income attributable to controlling interests and cash flows from continuing operations excluding consolidated Funds.

    Critical Accounting Policies and Estimates provides a discussion of the key accounting policies used in the preparation of our U.S. GAAP financial statements.

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Overview

        We are a diversified, multi-boutique asset management firm headquartered in Boston, Massachusetts. We operate our business through seven affiliate firms to whom we refer in this prospectus as our Affiliates. Through our Affiliates, we offer a diverse range of actively-managed investment strategies and products to institutional investors around the globe. While our Affiliates maintain autonomy in the investment process and the day-to-day management of their businesses, our strategy is to work with them to accelerate the growth and profitability of their firms.

        Under U.S. GAAP, our Affiliates may be consolidated into our operations or may be accounted for as equity investments. We may also be required to consolidate certain of our Affiliates' sponsored investment entities or "Funds," due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third-party clients in those Funds.

        Our Affiliates and their principal strategies include:

    Acadian Asset Management LLC ("Acadian")—a leading quantitatively-oriented manager of active global and international equity, fixed income and alternative strategies.

    Barrow, Hanley, Mewhinney & Strauss, LLC ("Barrow Hanley")—a widely recognized value-oriented investment manager of U.S., international and global equities, fixed income and a range of balanced investment management strategies.

    Campbell Global, LLC ("Campbell Global")—a leading sustainable timber and natural resource investment manager that seeks to deliver superior investment performance by focusing on unique acquisition opportunities, client objectives and disciplined management.

    Copper Rock Capital Partners LLC ("Copper Rock")—a specialized growth equity investment manager of small-cap international, global and emerging markets equity strategies.

    Heitman LLC ("Heitman")*—a leading real estate investment manager of high-quality global strategies focused on private real estate equity, public real estate securities and real estate debt.

    Investment Counselors of Maryland, LLC ("ICM")*—a value-driven domestic equity manager with product offerings across the entire capitalization range and a primary focus on small-cap companies.

    Thompson, Siegel & Walmsley LLC ("TS&W")—a value-oriented investment manager focused on small- and mid-cap U.S. equity, international equity and fixed income strategies.

*
Accounted for under the equity method of accounting.

The Economics of Our Business

        Our profitability is affected by a variety of factors including the level and composition of our assets under management, or AUM, fee rates charged on AUM and our expense structure. Our Affiliates earn management fees based on assets under management. Changes in the levels of our assets under management are driven by our investment performance and net client cash flows. Our Affiliates may also earn performance fees for certain accounts, based on achievement of agreed upon investment return hurdles.

        Our largest expense item is compensation and benefits paid to our and our Affiliates' employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation, calculated as described below, may be awarded in cash, equity or profit interests.

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        The arrangements in place with our Affiliates result in the sharing of economics between OMUSH and each Affiliate's key management personnel using a profit sharing model, except for ICM, which uses a revenue-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of each Affiliate's equity or profit interests distribution to its employees. Variable compensation is the portion of earnings that is contractually allocated to Affiliate employees as a bonus pool, typically representing a fixed percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Affiliate key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Affiliate key employees and those of OMAM are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incented to achieve that growth.

        Equity or profit interests owned by Affiliate key employees are either awarded as part of their variable compensation arrangements, or alternatively, may have originally resulted from OMUSH acquiring less than 100% of the Affiliate. Over time, Affiliate key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next either by the next generation purchasing equity or profit interests directly from retiring principals, or by Affiliate key employees forgoing cash bonuses in exchange for the equivalent value in Affiliate equity or profit interests. The recycling of equity or profit interests is often facilitated by OMUSH; see "—Non-GAAP ENI Results of Operations—ENI Variable Compensation and Affiliate Key Employee Distributions" for a further discussion.

How We Measure Performance

        We manage our business in aggregate based on a single reportable segment, reflecting how our management assesses the performance of our business. Within our organizational framework, the same operational resources support multiple products and Affiliates and performance is evaluated at a consolidated level.

        In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine Affiliate variable compensation and equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability.

        ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes the results of discontinued operations which are no longer part of our business, and that portion of consolidated Funds which are not attributable to our shareholders. ENI is also adjusted to reflect the effect of restructuring and reorganization activity undertaken in connection with this offering.

        ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services and earnings from our equity-accounted Affiliates. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our shareholders, and includes interest income and our share of earnings from equity-accounted Affiliates.

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        ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our shareholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds not attributable to our shareholders, revaluations of Affiliate key employee owned equity and profit interests, amortization and impairment of acquired intangibles and certain other non-cash expenses.

        "Non-controlling interests" is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our shareholders. By example, the portion of the net income (loss) of our consolidated Funds that is attributable to the outside investors or clients of the consolidated Funds is included in "Non-controlling interests" in our Consolidated Financial Statements. Conversely, "Controlling interests" is the portion of revenue or expense that is attributable to our shareholders.

        For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see "—Non-GAAP Supplemental Performance Measure—Economic Net Income."

Summary Results of Operations

        The following table summarizes our results of operations for the years ended December 31, 2013, 2012 and 2011:

 
  Years Ended December 31,   Increase
(Decrease)
 
($ in millions, unless otherwise noted)
  2013   2012   2011   2013 vs.
2012
  2012 vs.
2011
 

U.S. GAAP Metrics

                               

Revenue

  $ 928.6   $ 703.5   $ 724.2   $ 225.1   $ (20.7 )

Net income before tax from continuing operations attributable to controlling interests(1)

    32.7     27.3     22.0     5.4     5.3  

Net income from continuing operations attributable to controlling interests(1)

    19.4     24.0     26.2     (4.6 )   (2.2 )

Non-GAAP Metrics used by management (unaudited)

   
 
   
 
   
 
   
 
   
 
 

ENI revenue(2)(4)

  $ 528.0   $ 452.2   $ 435.7     $75.8     $16.5  

Pre-tax economic net income(2)(5)

    153.0     131.3     124.3     21.7     7.0  

Economic net income(2)(6)

    122.9     112.3     101.9     10.6     10.4  

Pre-tax ENI operating margin before Affiliate key employee distributions(3)

   
34

%
 
33

%
 
32

%
 
1

%
 
1

%

Pre-tax ENI operating margin after Affiliate key employee distributions(3)

    29 %   29 %   29 %   0 %   0 %

Other Operational Information (unaudited)

   
 
   
 
   
 
   
 
   
 
 

Assets under management at year end (in billions)

  $ 198.8   $ 156.7   $ 136.8     $42.1     $19.9  

Net client cash flows (in billions)

    10.5     0.4     (4.6 )   10.1     5.0  

(1)
Net income from continuing operations attributable to controlling interests excludes the results of consolidated Funds.

(2)
Economic net income, which is presented after Affiliate key employee distributions, is a non-GAAP measure we use to evaluate the performance of our continuing operations. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to "—Non-GAAP—Supplemental Performance Measures—Economic Net Income".

(3)
Pre-tax ENI operating margin is calculated based on pre-tax economic net income both before and after Affiliate key employee distributions, divided by ENI revenue.

(4)
ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue.

(5)
Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP net income/(loss) before tax from continuing operations attributable to controlling interests.

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Economic net income is the ENI measure which corresponds to U.S. GAAP net income/(loss) from continuing operations attributable to controlling interests.