DEFM14A 1 defm14a-projecthomecoming.htm DEFM14A Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )
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Soliciting Material under §240.14a-12
BRIGHTSPHERE INVESTMENT GROUP PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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bsigonlylogoa03.jpg
 
BRIGHTSPHERE
Investment Group plc
PROXY STATEMENT/PROSPECTUS
PROPOSED REDOMESTICATION—YOUR VOTE IS IMPORTANT

As we previously announced in November 2018, the Board of Directors of BrightSphere Investment Group plc (“BrightSphere-United Kingdom” and such board, the “Board”) has decided to restructure our corporate group, which consists of BrightSphere-United Kingdom and its operating subsidiaries (such operating subsidiaries and the holding company collectively, the “BrightSphere Group”), and to change the jurisdiction of incorporation of the holding company of the BrightSphere Group from the United Kingdom to Delaware (the “Redomestication”). The Board is seeking approval from the holders of BrightSphere-United Kingdom ordinary shares, nominal value $0.001 per share (the “Ordinary Shares”), to effect the Redomestication.

The Board believes that the Redomestication, combined with other changes in the structure through which such subsidiaries are held, should deliver a number of benefits to the business conducted thereby and to the shareholders of BrightSphere-United Kingdom. The Redomestication is expected to allow us to reduce expenses and to provide improved clarity to shareholders around our legal, governance and regulatory framework. Through our existing subsidiaries, we already have a substantial presence in the United States and a majority of the BrightSphere Group’s employees and operating assets are in the U.S.

For holders of BrightSphere-United Kingdom Ordinary Shares, much will remain unchanged following the Redomestication. There will be some differences in your shareholder rights, given the differences between the laws of England and Wales and Delaware law. The attached proxy statement/prospectus includes a detailed chart outlining these differences in the section titled “Comparison of Rights of U.K. Ordinary Shareholders and Delaware Stockholders,” which begins on page 44. If the Redomestication is completed, BrightSphere-United Kingdom shareholders will have their Ordinary Shares exchanged on a one-for-one basis for shares of common stock, par value $0.001 per share (“Common Stock”), of BrightSphere Investment Group Inc., a Delaware corporation (“BrightSphere-Delaware”). Certain holders of Ordinary Shares may be required to recognize gain on the exchange if they do not elect to include certain amounts as a deemed dividend. The registration statement of which this proxy statement/prospectus forms a part is registering the exchange of BrightSphere-United Kingdom Ordinary Shares for BrightSphere-Delaware Common Stock on a one-for-one basis. The shares of Common Stock are expected to be listed on the New York Stock Exchange (“NYSE”) under the same ticker symbol under which the Ordinary Shares are currently traded (BSIG), and is expected to begin trading on the NYSE on or promptly following the effective date of the Redomestication.

The Board will hold two consecutive meetings of holders of Ordinary Shares, with the first meeting beginning at 10:00 a.m. U.S. Eastern Time, on July 2, 2019 at 101 Park Avenue, 39th Floor, New York, NY 10178. You will be asked to vote on one proposal at each meeting, as described in more detail below. At the first meeting (the “Court Meeting”), which is required to be held pursuant to the laws of England and Wales, shareholders will be asked to approve the scheme of arrangement under the laws of England and Wales among BrightSphere-United Kingdom and its shareholders (the “Scheme of Arrangement,” and such proposal to approve the Scheme of Arrangement, the “Scheme of Arrangement Proposal”) substantially in the form attached as Appendix A hereto, which is also subject to approval of the High Court of Justice of England and Wales (the “Court”). At the second meeting, which will occur immediately after the Court Meeting (the “General Meeting,” and together with the Court Meeting, the “Meetings”), shareholders will be asked to (i) approve an amendment to BrightSphere-United Kingdom’s articles of association (the “Articles of Association”) that will enable BrightSphere-United Kingdom to effectuate the Scheme of Arrangement; (ii) approve BrightSphere-Delaware’s adoption and assumption of the BrightSphere Investment



Group plc 2017 Equity Incentive Plan (the “2017 Employee Plan”) and the BrightSphere Investment Group plc Non-Employee Directors’ Equity Incentive Plan (the “NED Plan” and, together with the 2017 Employee Plan, the “Equity Plans”), and the amendment and restatement of the Equity Plans (the “Restated Employee Plan” and the “Restated NED Plan,” respectively, and together the “Restated Equity Plans”), substantially in the forms attached as Appendix B and Appendix C hereto, respectively; and (iii) authorize the directors of BrightSphere-United Kingdom to take all such action as they may consider necessary or appropriate for putting the Scheme of Arrangement into effect (the “General Meeting Proposal”). At each of the Meetings, each BrightSphere-United Kingdom shareholder will have one vote for each Ordinary Share they hold.

Due to the requirements of English law relating to schemes of arrangement, we have established two record dates for determining the owners of Ordinary Shares entitled to vote at the Meetings. May 28, 2019 is the record date for determining those beneficial owners of Ordinary Shares held in “street name” and not as record owners (i.e. shareholders whose Ordinary Shares are held through DTC (as defined below)) on the books and records of the BrightSphere-United Kingdom’s transfer agent (the “Underlying Shareholder Voting Record Date”). June 26, 2019 is the record date for determining those record owners of Ordinary Shares (i.e. shareholders whose Ordinary Shares are held directly in their name on the books and records of BrightSphere-United Kingdom’s transfer agent) entitled to vote at the Meetings (the “Record Shareholder Voting Record Date” and each of the Underlying Shareholder Voting Record Date and the Record Shareholder Voting Record Date, a “Voting Record Date”). A list of shareholders of record will be available at each of the Meetings and during the 10 days prior to the Meetings at our registered office. Pursuant to a voting agreement described in more detail below, BrightSphere-United Kingdom’s largest shareholder, Paulson & Co. Inc. (“Paulson & Co.”), which owned approximately 21.8% of the Ordinary Shares outstanding as of the Notice Record Date (as defined below), has agreed to vote all of its Ordinary Shares “FOR” the Scheme of Arrangement Proposal and “FOR” the General Meeting Proposal, provided that the terms of the Redomestication submitted for the consideration and vote of the shareholders of BrightSphere-United Kingdom are not materially different from the terms provided in the attached proxy statement/prospectus.

If BrightSphere-United Kingdom’s shareholders approve the proposals at the Court Meeting and the General Meeting, and the Court sanctions the Scheme of Arrangement, the Scheme of Arrangement and the Redomestication are expected to become effective on July 2, 2019 (the “Effective Date”).

This proxy statement/prospectus is being first sent on June 3, 2019 to record owners of Ordinary Shares on the books and records of BrightSphere-United Kingdom’s transfer agent or beneficial owners of Ordinary Shares held in “street name”, in each case as of May 28, 2019 (the “Notice Record Date”).

            
_______________
We urge you to read this proxy statement/prospectus and the documents incorporated by reference therein carefully and in their entirety. In particular, you should consider the matters discussed in the section entitled “Risk Factors,” beginning on page 19 of this proxy statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.





ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about BrightSphere-United Kingdom and the BrightSphere Group that is not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from BrightSphere-United Kingdom at the following address and telephone number: BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary, +44-20-7002-7000.
If you would like to request any documents, please do so by June 25, 2019, to receive them before the Court Meeting and the General Meeting.
For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see the section entitled “Incorporation of Certain Documents by Reference.”

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE                        CR-2019-001130
BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
COMPANIES COURT (ChD)
MR JUSTICE SCHAFFER
IN THE MATTER OF BRIGHTSPHERE INVESTMENT GROUP PLC
- and -
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that by an Order dated 30 May 2019 made in the above matter the Court has given permission for a meeting (the “Court Meeting”) to be convened of the shareholders of BrightSphere Investment Group plc (the “Company”) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “Scheme of Arrangement”) proposed to be made between the Company and the shareholders, and that such meeting shall be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA at 10:00 a.m. U.S. Eastern Time, on July 2, 2019, at which place and time all shareholders are requested to attend.
A copy of the Scheme of Arrangement and a copy of the Explanatory Statement required to be furnished pursuant to section 897 of the Companies Act 2006 are included as Appendix A and Appendix D, respectively, to the accompanying proxy statement.
Capitalized terms not otherwise defined in this Notice have the meanings given to them in the accompanying proxy statement.
Shareholders entitled to attend and vote at the Court Meeting may vote in person or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead.
Only holders of Ordinary Shares on the Register (or their duly appointed representatives), rather than holders of a beneficial entitlement to Ordinary Shares are entitled to attend and to speak and to vote at the Court Meeting.



In the case of Ordinary Shares held in the system operated by the Depositary Trust Company (“DTC”), such Ordinary Shares are currently registered in the name of Cede & Co. (the “DTC Nominee”), as nominee for DTC, on the share register maintained by Computershare, BrightSphere's registrar, and therefore the DTC Nominee is the registered holder of such BrightSphere Shares for the purposes of the Court Meeting. Underlying shareholders of such Ordinary Shares may provide the DTC Nominee with voting instructions or either directly or, if any such underlying shareholder's interest in such Ordinary Shares is held in "street name" (i.e. held in the name of a bank, broker or other holder of record), indirectly (via such bank, broker or other holder) may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the Court Meeting in person in respect of the Ordinary Shares in which such underlying shareholder is interested. If you are such an underlying shareholder and wish to submit voting instructions or wish to be appointed as a corporate representative or proxy in respect of the Ordinary Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any Ordinary Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.

Shareholders can only appoint a proxy using the procedures set out in the blue proxy card. A shareholder may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Ordinary Shares. A shareholder may not appoint more than one proxy to exercise rights attached to any one Ordinary Share.
A proxy given in the form of a power of attorney or similar authorization granting power to a person to vote on behalf of a member at forthcoming meetings in general shall not be treated as valid for a period of more than twelve months, unless a contrary intention is stated in it.
A proxy appointment shall be deemed to entitle the proxy to exercise all or any of the appointing shareholder’s rights to attend and to speak and vote at the Court Meeting. The proxy appointment shall, unless it provides to the contrary, be valid for any adjournment of the Court Meeting as well as for the Court Meeting.
In the case of joint holders of Ordinary Shares, where more than one of the joint holders completes a blue proxy card, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register in respect of the joint holding (the first-named being the most senior).
Appointment of a proxy does not preclude a shareholder from attending the Court Meeting and voting in person. Attending the Court Meeting in person will not in and of itself revoke a previously submitted proxy. To terminate a proxy appointment, the shareholder must deliver a notice of termination to us at least 24 hours before the start of the Court Meeting. The notice of termination may be (i) delivered by mail or by hand in hard copy form to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary or (ii) received in electronic form at info@bsig.com with a subject title "Revocation of Previous Proxy Appointment-Attention: Company Secretary."
Whether or not a shareholder intends to be present in person at the Court Meeting, shareholders are requested to complete the blue form of proxy and return it in accordance with the instructions printed on it and as set out in this Notice.
As an alternative to completing and returning the forms of proxy in hard copy, shareholders may submit their blue forms of proxy electronically at www.investorvote.com/BSIG-Special. For security purposes, such shareholders will need their Control Number, which is given on their blue forms of proxy. Electronic proxies must be received no later than 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting (or, if the Court Meeting is adjourned, 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned Court Meeting). Shareholders entitled to attend the Court Meeting who wish to appoint more than one proxy in respect of their shareholding should write to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary, or email info@bsig.com with a subject title “Additional Proxy Cards-Attention: Company Secretary,” or (ii) photocopy the blue form of proxy as required. Such shareholders should also read the information regarding the appointment of multiple proxies set out in the accompanying proxy statement and in the blue form of proxy.



A corporation that is a shareholder of the Company can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder, provided that no more than one corporate representative exercises powers over the same Ordinary Share. Only one corporate representative is to be counted in determining whether under section 899(1) of the U.K. Companies Act a majority in number of the shareholders approved the Scheme of Arrangement. The Chairman of the Court Meeting may require a corporate representative to produce to the Company’s Registrars his or her written authority to attend and vote at the Court Meeting at any time before the start of the Court Meeting. The representative shall not be entitled to exercise the powers conferred on them by the shareholder until any such demand has been satisfied.
Telephone and Internet proxy appointment facilities for shareholders will be available 24 hours a day. If a shareholder gives instructions as to its proxy appointment by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting. If a shareholder mails its signed blue proxy card, such blue proxy card must be received by July 1, 2019 (or, if the Court Meeting is adjourned, the day immediately prior to the date fixed for the adjourned Court Meeting). If a shareholder properly gives instructions as to its proxy appointment by telephone, through the Internet or by executing and returning a physical blue proxy card, and its proxy appointment is not subsequently revoked, its Ordinary Shares will be voted in accordance with such shareholder’s instructions. If a shareholder executes and returns a blue proxy card but does not give instructions, its proxy will be voted in accordance with the Board’s recommendations set out in the accompanying proxy statement.
The Company shall not be required to check that a proxy or corporate representative votes in accordance with any instructions given by the shareholder by whom he is appointed. Any failure to vote as instructed shall not invalidate the proceedings on the resolution.
It is requested that blue forms of proxy and any power of attorney or other authority under which they are executed (or a duly certified copy of any such power or authority), be lodged with Computershare at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom by no later than July 1, 2019, the day before the Court Meeting (if the forms of proxy are being returned in hard copy), or 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting (if the forms of proxy are being submitted electronically) (or, if the Court Meeting is adjourned, the day before the date fixed for the adjourned Court Meeting (if the blue forms of proxy are being returned in hard copy) or 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned Court Meeting (if the blue forms of proxy are being submitted electronically), but if blue forms of proxy are not so lodged or submitted, they may be handed to the Chairman of the Court Meeting or the Registrar at the Court Meeting before the start of the Court Meeting.
Voting on the resolution to approve the Scheme of Arrangement will be by poll, which shall be conducted as the Chairman of the Court Meeting may determine.
In the case of joint holders of Ordinary Shares, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the Register of the Company in respect of the joint holding.
Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the Register of the Company as at 6.00 p.m. U.S. Eastern Time, on June 26, 2019 or, if the Court Meeting is adjourned, 6.00 p.m. U.S. Eastern Time, on the day which is four business days before the date of the adjourned Court Meeting. In each case, changes to the Register of the Company after such time shall be disregarded.
By the said Order, the Court has appointed Guang Yang or, failing him, Robert Chersi or, failing him, any other director of the Company, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court.
The Scheme of Arrangement shall be subject to the subsequent sanction of the Court.



Dated June 3, 2019
MORGAN LEWIS & BOCKIUS UK LLP
Condor House
5-10 St Paul’s Churchyard
London EC4M 8AL
Solicitors for the Company

NOTICE OF GENERAL MEETING
BRIGHTSPHERE INVESTMENT GROUP PLC
(incorporated in England and Wales with registered number 9062478)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the BrightSphere Investment Group plc (the “Company”) shall be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA at 10:00 a.m. U.S. Eastern Time, on July 2, 2019 (or as soon thereafter as the Court Meeting (as defined in the accompanying proxy statement) has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which shall be proposed as a special resolution:
SPECIAL RESOLUTION
1.
That for the purpose of giving effect to the scheme of arrangement dated 3 June 2019, between the Company and the holders of the Company’s shares expressed to be subject to that scheme of arrangement in its original form or with or subject to any modification, addition or condition approved or imposed by the Court (the “Scheme of Arrangement”);
(a)
the directors of the Company be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect;
(b)
the articles of association of the Company be hereby amended by the adoption and inclusion of the following new Article 296:
“SHARES NOT OTHERWISE SUBJECT TO THE SCHEME
296(a)
In this article 296 only (i) the “Scheme” means the Scheme of Arrangement dated 3 June 2019 proposed between the Company and its members subject to that scheme of arrangement each under Part 26 of the Companies Act 2006, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and BrightSphere US, and (ii) “BrightSphere US” means BrightSphere Investment Group Inc., a company incorporated under the laws of the state of Delaware.
296(b)
Notwithstanding any other provision of the articles, if the Company issues any ordinary shares after the time at which this article becomes effective and on or prior to the Scheme Record Time (as defined in the Scheme), such ordinary shares shall be allotted and issued subject to the terms of the Scheme and the holders of such ordinary shares shall be bound by the Scheme accordingly.



296(c)
Subject to the Scheme becoming effective, if any ordinary shares are issued to any person (a “new member”) (other than to BrightSphere US or any person nominated by BrightSphere US (including Computershare DR Nominees Limited, acting in its capacity as nominee for Computershare Trustees (Jersey) Limited, acting as depositary) (a “BrightSphere US Nominee”)) at or after the Scheme Record Time they will, provided that the Scheme has become effective and that BrightSphere US or a BrightSphere US Nominee is a member of the Company, be immediately transferred to BrightSphere US and/or (if BrightSphere US shall so elect) a BrightSphere US Nominee (which shall be obliged to buy such shares) in consideration of and conditional upon the issue to the new member of the same number (subject to any adjustment pursuant to article 296(e)) of shares of common stock in BrightSphere US (“BrightSphere US Common Stock”), provided that if in respect of any new member with a registered address in a jurisdiction outside the United Kingdom or the United States or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom or United States, the Company is advised that the allotment and/or issue or transfer of BrightSphere US Common Stock pursuant to this article would or may infringe the laws of such jurisdiction or would or may require the Company and/or BrightSphere US to comply with governmental or other consent or any registration, filing or other formality, the Company and/or BrightSphere US may, in their sole discretion, determine that the BrightSphere US Common Stock shall be sold and a cash amount equal to the value of the BrightSphere US Common Stock be delivered to the new member. In the event that the BrightSphere US Common Stock is to be sold the Company shall appoint a person to act as agent for the new member pursuant to this article and such person shall be authorized on behalf of such new member to procure that any BrightSphere US Common Stock in respect of which the Company and/or BrightSphere US have made such determination shall, as soon as practicable following the allotment, issue or transfer of such BrightSphere US Common Stock, be sold at the best price which can be reasonably be obtained in the market at the time of sale, including being authorized to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the new member and the net proceeds of sale (after the deduction of all expenses and commissions, including any value added tax thereon incurred in connection with such sale) shall be paid to the persons entitled thereto in due proportions as soon as practicable, save that fractional cash entitlements shall be rounded down to the nearest whole cent.
296(d)
The BrightSphere US Common Stock issued pursuant to paragraph 296(c) of this article shall be credited as fully paid and shall rank pari passu in all respects with all other shares of common stock in BrightSphere US of the same class in issue at the time (other than as regards any dividend or other distribution payable, or return of capital made, by reference to a record time preceding the date of exchange) and be subject to the amended and restated certificate of incorporation and bylaws of BrightSphere US from time to time.
296(e)
The number of shares of common stock in BrightSphere US to be issued under article 296(c) may be adjusted by the board following any variation in the share capital of either the Company or BrightSphere US or such other event as the board considers fair and reasonable on such adjusted terms as the board may determine provided that no such adjustment may be made unless the auditors have confirmed in writing to the board that, in their opinion, such adjustment is fair and reasonable. Fractions of new shares of common stock of BrightSphere US will not be allotted, issued or transferred to new members pursuant to this article. Instead, new members shall receive in lieu of such fractional entitlements, cash in an amount in US dollars (rounded down to the nearest cent) equal to such fractional amount multiplied by the last reported sale price of BrightSphere US Shares on the New York Stock Exchange (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source selected by BrightSphere US) on the last trading day prior to the date on which the transfer of the ordinary shares in the Company is transferred to BrightSphere US or a BrightSphere US Nominee pursuant to this article.



296(f)
To give effect to any transfer of shares pursuant to this article, the Company may appoint any person as attorney and agent for the new member (the “agent”) to transfer such shares to BrightSphere US and/or a BrightSphere US Nominee as BrightSphere US may direct and do all such other things and execute and deliver all such documents as may in the opinion of the agent be necessary or desirable to vest such shares in BrightSphere US and/or a BrightSphere US Nominee, and pending such vesting to exercise all such rights attaching to such shares as BrightSphere US may direct. If an agent is so appointed, the new member shall not thereafter (except to the extent that the agent fails to act in accordance with the directions of BrightSphere US) be entitled to exercise any rights attaching to such shares unless so agreed by BrightSphere US. The agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the new member (or any subsequent holder) in favour of BrightSphere US and/or a BrightSphere US Nominee and the Company may give a good receipt for the consideration for such shares and may register BrightSphere US and/or a BrightSphere US Nominee as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the new member for such shares. BrightSphere US shall, subject to article 296(e) above, settle the consideration due to the new member within 14 days of the issue of such shares to the new member.
296(g)
If the Scheme shall not have become effective by the date referred to in paragraph 2.7(b) of the Scheme, this article 296 shall be of no effect.”

(c)
there be approved the adoption and assumption of the sponsorship of the BrightSphere Investment Group plc 2017 Equity Incentive Plan and the BrightSphere Investment Group plc Non-Employee Directors’ Equity Incentive Plan (together, the “Equity Plans”) by BrightSphere US, effective as of the effective date of the Scheme of Arrangement; the amendment and restatement of the Equity Plans, as so assumed by BrightSphere US, substantially in the forms attached as Appendix B and Appendix C, respectively, to the accompanying proxy statement (the “Restated Equity Plans”), effective as of the effective date of the Scheme of Arrangement; and the substitution of BrightSphere US for the Company as the granting corporation under the Restated Equity Plans.
Registered Office:
By Order of the Board
Millennium Bridge House
2 Lambeth Hill
London
EC4V 4GG
Richard J Hart
Company Secretary
June 3, 2019

Notes:

1.
Capitalised terms not otherwise defined in this Notice have the meanings given to them in the Form of Scheme of Arrangement included as Appendix A to the accompanying proxy statement.

2.
BrightSphere Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and to vote on their behalf at the General Meeting. A BrightSphere Shareholder may appoint more than one proxy in relation to the General Meeting, provided that each proxy is appointed to exercise the rights attached to a different BrightSphere Share or BrightSphere Shares held by that BrightSphere Shareholder. A proxy need not be a member of the Company. If an BrightSphere Share is held by joint Holders, any one BrightSphere Shareholder may vote. If more than one joint Holder is present at the General Meeting, or purports to appoint a proxy, the only vote that will be accepted is the vote of the senior Holder of the BrightSphere Share (seniority being determined by the order in which the names appear on the relevant Register). If you are an BrightSphere Shareholder, a white Form of Proxy, which may be used to appoint a proxy and give proxy instructions, accompanies this document. Alternatively, BrightSphere Shareholders may obtain such a form by contacting the Company Secretary, at BrightSphere, Millennium



Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary, or by email at info@bsig.com with a subject title “Additional Proxy Cards-Attention: Company Secretary.

3.
Only BrightSphere Shareholders on the Register (or their duly appointed representatives), rather than holders of a beneficial entitlement to BrightSphere Shares, are entitled to attend and to speak and to vote at the General Meeting. In the case of BrightSphere Shares held in DTC, such BrightSphere Shares are currently registered in the name of the DTC Nominee on the share register maintained by Computershare, BrightSphere's registrar, and therefore the DTC Nominee is the registered holder of such BrightSphere Shares for the purposes of the General Meeting. Underlying Shareholders of such BrightSphere Shares may provide the DTC Nominee with voting instructions or either directly or, if any such Underlying Shareholder's interest in such BrightSphere Shares is held in "street name" (i.e. held in the name of a bank, broker or other holder of record), indirectly (via such bank, broker or other holder) may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the General Meeting in person in respect of the BrightSphere Shares in which such Underlying Shareholder is interested. If you are such an Underlying Shareholder and wish to submit voting instructions or wish to be appointed as a corporate representative or proxy in respect of the BrightSphere Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any BrightSphere Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.

4.
The white Form of Proxy: (i) in the case of an individual must either be signed by the appointor or his/her attorney or authenticated in accordance with the Company’s articles of association; and (ii) in the case of a corporation must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or authenticated in accordance with the Company’s articles of association. Any signature on or authentication of such appointment need not be witnessed. With respect to the white Form of Proxy, where such appointment is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the directors must (unless previously registered with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

5.
To be valid, the white Form of Proxy and any power of attorney or other authority under which it is executed (or duly certified copy of any such power of authority) must either be: (i) sent (or delivered by hand during normal business hours) to the Registrar at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, so as to arrive no later than July 1, 2019 (or, if the General Meeting is adjourned, the day immediately prior to the date fixed for the adjourned General Meeting); or (ii) submitted electronically, so as to arrive no later than 2.00 a.m. (US Eastern time) on July 2, 2019 (or, if the General Meeting is adjourned, 2.00 a.m. on the date fixed for the adjourned General Meeting).

6.
The return of a completed white Form of Proxy will not prevent a BrightSphere Shareholder from attending the General Meeting and voting in person if he or she wishes to do so and is so entitled. If a BrightSphere Shareholder appoints a proxy or proxies and then decides to attend the General Meeting in person and vote on a poll using his/her poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the BrightSphere Shareholder’s entire holding of BrightSphere Shares, then all proxy votes will be disregarded. If, however, the BrightSphere Shareholder votes at the General Meeting in respect of less than the BrightSphere Shareholder’s entire holding of BrightSphere Shares, and the BrightSphere Shareholder indicates on his/her polling card that all proxies are to be disregarded, that shall be the case; but if the BrightSphere Shareholder does not specifically revoke proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the BrightSphere Shareholder’s entire holding of BrightSphere Shares.

7.
Telephone and Internet proxy appointment facilities for BrightSphere Shareholders will be available 24 hours a day. If a BrightSphere Shareholder gives instructions as to its proxy appointment by telephone or through the Internet, such instructions must be received by 2.00 a.m. (U.S. Eastern Time) on July 2, 2019,



the day of the General Meeting (or, if the General Meeting is adjourned, 2.00 a.m. on the date fixed for the adjourned General Meeting). If a BrightSphere Shareholder mails its signed white Form of Proxy, such Form of Proxy must be received by July 1, 2019 (or, if the General Meeting is adjourned, the day immediately prior to the date fixed for the adjourned General Meeting). If a BrightSphere Shareholder properly give instructions as to its proxy appointment by telephone, through the Internet or by executing and returning a paper white Form of Proxy, and its proxy appointment is not subsequently revoked, its BrightSphere Shares will be voted in accordance with such BrightSphere Shareholder’s instructions. If a BrightSphere Shareholder executes and returns a white Form of Proxy but does not give instructions, its proxy will be voted in accordance with the Board’s recommendations set out in Part I of the Form of Scheme of Arrangement included as Appendix A to the accompanying proxy statement.

8.
White Forms of Proxy being returned in hard copy form should be sent to the Registrar at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. As an alternative to completing and returning the white Form of Proxy in hard copy, BrightSphere Shareholders may submit their Forms of Proxy electronically at www.investorvote.com/BSIG-Special. For security purposes, such BrightSphere Shareholders will need their Control Number, which is given on their Forms of Proxy. Electronic proxies must be received no later than 2.00 a.m. (US Eastern time) on July 2, 2019 (or, if the General Meeting is adjourned, the date fixed for the adjourned General Meeting).

9.
Any corporation which is a Holder of BrightSphere Shares may appoint one or more representatives who may exercise on its behalf all of its powers as an BrightSphere Shareholder at the General Meeting in accordance with the Companies Act 2006. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual BrightSphere Shareholder, provided that it does not do so in relation to the same BrightSphere Shares. BrightSphere Shareholders considering the appointment of a representative should check their own legal position, the Company’s articles of association and the relevant provision of the Companies Act 2006.

10.
Neither the death nor the insanity of a BrightSphere Shareholder who has appointed a proxy, nor the revocation or termination by a BrightSphere Shareholder of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy thereunder, unless notice of such death, insanity, revocation or termination has been received not less than 24 hours before the commencement of the General Meeting (or any adjournment thereof). if delivered by post or by hand in hard copy form at BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary or (ii) if delivered in electronic form at info@bsig.com with a subject title “Revocation of Previous Proxy Appointment-Attention: Company Secretary.

11.
To be entitled to attend and vote at the General Meeting (and for the purpose of determination by the Company of the votes they may cast), BrightSphere Shareholders must be registered in the Register as at 6.00 p.m. (US Eastern time) on June 26, 2019. Changes to the Register after this deadline will be disregarded in determining the rights of any person to attend and vote at the General Meeting.

12.
The white Form of Proxy includes a vote "Withheld" option against each resolution to be proposed at the General Meeting, which enables a BrightSphere Shareholder to abstain on any such resolution. However, it should be noted that a vote "Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" the relevant resolution.

13.
Any BrightSphere Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting, but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.




14.
BrightSphere Shareholders may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the white Form of Proxy) to communicate with the Company for any purposes other than those stated.

15.
If a BrightSphere Shareholder on the Register wishes to attend the General Meeting in person, such BrightSphere Shareholder on the Register should request a poll card from the Registrar, Computershare, upon arrival.

16.
A BrightSphere Shareholder present in person or by proxy shall on a poll have one vote for every BrightSphere Share of which he or she is the holder.

17.
A BrightSphere Shareholder wishing to exercise the right to appoint more than one proxy should read the information regarding the appointment of multiple proxies set out in Part II of Form of Scheme of Arrangement included as Appendix A to the accompanying proxy statement.and contact the Company Secretary, either at BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary, or by email at info@bsig.com with a subject title “Additional Proxy Cards - Attention: Company Secretary”.

18.
A proxy must vote in accordance with the instructions (as indicated on the white Form of Proxy) given by the BrightSphere Shareholder by whom the proxy is appointed on the resolutions to be proposed at the General Meeting. Unless otherwise instructed by the BrightSphere Shareholder who appointed the proxy, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolutions to be proposed at the General Meeting and on any other business (including amendments to any resolution(s) and procedural business, including any resolution to adjourn) which may come before the General Meeting.

If you are a BrightSphere Shareholder, a white Form of Proxy is enclosed. The explanatory notes to the white Form of Proxy include instructions on how to appoint the chairman of the General Meeting or another person as a proxy or appointee (as applicable). You can only appoint a proxy or appointee (as applicable) using the procedures set out in these notes and in the explanatory notes to the white Form of Proxy.





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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements included in this proxy statement/prospectus and the documents incorporated by reference may include forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended), in particular, statements about BrightSphere-United Kingdom’s expectations regarding the change of the holding company of our corporate group, which consists of BrightSphere-United Kingdom and its operating subsidiaries (such operating subsidiaries and the holding company collectively, the “BrightSphere Group”) from an England and Wales company to a Delaware corporation. These statements include, but are not limited to, statements that address BrightSphere-United Kingdom’s expected future business and financial performance and statements about the proposed redomestication and other statements identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim,” and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of BrightSphere-United Kingdom, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside BrightSphere-United Kingdom’s and management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Unless the context otherwise requires, references in this proxy statement / prospectus to “the Company,” “our Company,” “we,” “our,” “us” and similar terms are to BrightSphere-Delaware, whereas references to “BrightSphere” are to BrightSphere-United Kingdom and “Affiliates” or an “Affiliate” refer to the boutique asset management firms in which BrightSphere has an ownership interest, and references to BrightSphere’s Affiliates’ sponsored investment entities are “Funds.”
Particular uncertainties that could materially affect future results include risks associated with the proposed Redomestication, including the timing of the proposed Redomestication and its ability to obtain shareholder and English court approvals and satisfy other closing conditions to consummate the proposed Redomestication. Our future revenue, earnings and financial performance may fluctuate due to numerous factors, such as: the earnings of the Affiliates; the total value and composition of the Affiliates’ assets under management; the concentration of revenues in limited numbers of Affiliates and asset classes; the quality and autonomous nature of our relations with the Affiliates; the Affiliates’ exposure to liability; our ability to grow the Affiliates or acquire new firms; the nature of the Affiliates’ advisory agreements; market fluctuations, client investment decisions and investment returns; our or the Affiliates’ levels of debt and expenses; the Affiliates’ ability to maintain fee levels; the integrity of our and the Affiliates’ brands and reputations; our and the Affiliates’ ability to limit employee misconduct; our and the Affiliates’ ability to manage actual or potential conflicts of interest that may arise in our business; our competitors’ performance; the performance and retention of existing personnel; our or the Affiliates’ ability to recruit new personnel; our or the Affiliates' ability to launch new products; our reliance on third-party service providers; our and the Affiliates’ ability to execute strategies; our and the 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; modifications of relevant tax laws or interpretations thereof and potential increases in our tax liability; and the risks associated with our ownership structure.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are set forth in this proxy statement/prospectus, in particular in the section entitled “Risk Factors” and the documents that BrightSphere-United Kingdom has filed with the SEC. You may obtain copies of these documents as described under the heading “Where You Can Find More Information.”
Except as required under U.S. federal securities laws and the rules and regulations of the SEC, we do not intend and are not obligated to update publicly any forward-looking statements after the distribution of this proxy statement / prospectus, whether as a result of new information, future events, changes in assumptions or otherwise.


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STRUCTURE OF THE REDOMESTICATION
If the Redomestication is completed, BrightSphere-Delaware will become the holding company of the BrightSphere Group and BrightSphere-United Kingdom shareholders will have their Ordinary Shares exchanged on a one-for-one basis for shares of BrightSphere-Delaware common stock, par value $0.001 per share (“Common Stock”).
The shares of Common Stock are being registered on the registration statement of which this proxy statement / prospectus forms a part and are expected to be listed on the New York Stock Exchange (“NYSE”) under the same ticker symbol under which the Ordinary Shares are currently traded (BSIG). It is expected that the shares of Common Stock will begin trading on the NYSE on or promptly following the Effective Date. BrightSphere-Delaware will have the same board of directors and management team as BrightSphere-United Kingdom upon the completion of the Redomestication. BrightSphere-Delaware will report its financial results and the financial results of its consolidated subsidiaries under U.S. generally accepted accounting principles (“U.S. GAAP”) in U.S. Dollars, as has been reported by BrightSphere-United Kingdom.
Certain holders of Ordinary Shares may be required to recognize gain on the exchange if they do not elect to include certain amounts as a deemed dividend.
If BrightSphere-United Kingdom’s shareholders approve each Proposal presented at the Court Meeting and at the General Meeting, and the Court sanctions the Scheme of Arrangement, the Redomestication is expected to become effective on July 12, 2019.
Effective as of December 31, 2018, BrightSphere-United Kingdom contributed interests in certain entities and certain other co-investment assets to BrightSphere-Delaware (the “Seed Capital Contribution”), in contemplation of the completion of the Redomestication.

The Redomestication involves three main steps: (i) an internal reorganization that will, together with the Seed Capital Contribution, transfer all of the material assets and liabilities of BrightSphere-United Kingdom to BrightSphere-Delaware; (ii) the effectuation of the Scheme of Arrangement, pursuant to which holders of Ordinary Shares of BrightSphere-United Kingdom will receive one share of Common Stock for each Ordinary Share held immediately before the Effective Date, and BrightSphere-United Kingdom will become a wholly-owned subsidiary of BrightSphere-Delaware; and (iii) BrightSphere-United Kingdom being re-registered as a private company under the laws of England and Wales and electing to be treated as an entity that is disregarded as separate from BrightSphere-Delaware for United States federal income tax purposes.

Internal Reorganization

The principal purpose of the internal reorganization is to transfer all of the material assets and liabilities of BrightSphere-United Kingdom (other than the shares held by BrightSphere-United Kingdom in BrightSphere-Delaware itself) to BrightSphere-Delaware. Any assets and liabilities remaining in BrightSphere-United Kingdom following implementation of the Scheme of Arrangement are not expected to be material. The internal reorganization will be conditioned upon the order of the Court sanctioning the Scheme of Arrangement (the “Court Order”).

The principal steps of the internal reorganization are:
BrightSphere-United Kingdom will transfer (by means of a capital contribution) the entire issued share capital of each of SCO Investment Holdings Limited and BrightSphere Holdings Limited, which are the two directly-owned subsidiaries currently owned by BrightSphere-United Kingdom that are not currently held underneath BrightSphere-Delaware, to BrightSphere-Delaware; and
BrightSphere-United Kingdom’s obligations under its revolving credit facility and outstanding notes, including its 4.80% Senior Notes due 2026 and 5.125% Senior Notes due 2031, and certain other obligations and liabilities of BrightSphere-United Kingdom will be transferred to BrightSphere-Delaware.

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It is intended that, BrightSphere-United Kingdom will then forfeit its shares of Common Stock to BrightSphere-Delaware for no consideration immediately following BrightSphere-United Kingdom being re-registered as a private company (as described below), thereby resulting in the number of shares of Common Stock of BrightSphere-Delaware issued and outstanding following the Redomestication (subject to any share issuances pursuant to any exercise of share options or similar rights) being the same as the number of Ordinary Shares of BrightSphere-United Kingdom issued and outstanding immediately prior to the Effective Date.
The BrightSphere Group will have the same business and operations immediately after the Effective Date as it had immediately prior thereto. The assets and liabilities of the BrightSphere Group immediately after the Effective Date will not differ from those immediately prior thereto, save for any costs relating to implementation of the Redomestication and matters ancillary thereto.

The Board does not intend to proceed with the internal reorganization if the Court does not sanction the Scheme of Arrangement, if the Proposals contained in this proxy statement/prospectus are not approved by the shareholders of BrightSphere-United Kingdom or if the Redomestication does not proceed for any other reason.
Scheme of Arrangement
The following description of the Scheme of Arrangement is a summary. This summary is qualified by the complete text of the Scheme of Arrangement, substantially in the form attached as Appendix A to this proxy statement/prospectus. You are encouraged to read the Scheme of Arrangement carefully in its entirety.

If the Scheme of Arrangement is approved and becomes effective, it will result in (i) holders of Ordinary Shares of BrightSphere-United Kingdom becoming holders of the same number of shares of Common Stock of BrightSphere-Delaware as the number of Ordinary Shares that they held as of the record time for the Scheme of Arrangement, which is expected to be 6:00 p.m. U.S. Eastern Time on May 28, 2019 (the “Scheme Record Time”) and (ii) BrightSphere-United Kingdom becoming a wholly-owned subsidiary of BrightSphere-Delaware.
The Scheme of Arrangement requires the approval of the shareholders of BrightSphere-United Kingdom at the Court Meeting, as described in more detail below.
Under the Scheme of Arrangement, BrightSphere-Delaware will issue new shares of Common Stock to shareholders of BrightSphere-United Kingdom, so that shareholders of BrightSphere-United Kingdom will receive one share of Common Stock for every Ordinary Share held immediately before the Effective Date.
Immediately following the issuance of the new shares of Common Stock to the holders of Ordinary Shares on the Effective Date, all of the Ordinary Shares issued and outstanding as of such date will be transferred to Computershare DR Nominees Limited (“CDRNL”), a professional nominee shareholder entity, which will hold those Ordinary Shares as a nominee for Computershare Trustees (Jersey) Limited, acting in its capacity as a depositary (the “Depositary”). BrightSphere-United Kingdom and BrightSphere-Delaware have entered into an agreement with CDRNL and the Depositary pursuant to which, subject to the Ordinary Shares being transferred to CDRNL under the Scheme of Arrangement, the Depositary will issue to BrightSphere-Delaware an equivalent number of depositary interests representing those Ordinary Shares. The depositary interests will be issued on terms such that the holder of those depositary interests will effectively have economic ownership of, and the right to direct the exercise of the voting rights attached to, the underlying Ordinary Shares, and therefore, as a result of such issue of depositary interests, BrightSphere-Delaware will be the effective economic owner and controller of BrightSphere-United Kingdom following the Scheme of Arrangement. As a result of such transfer, any and all rights and interests of the holders of Ordinary Shares as of the Effective Date in or with respect to such Ordinary Shares will be canceled and cease to have any effect, and the holders of such Ordinary Shares will not have any ongoing entitlement, right or interest in such Ordinary Shares following such transfer.

3



Re-Registration of BrightSphere-United Kingdom as a Private Company
Immediately following the transfer of the Ordinary Shares to CDRNL pursuant to the Scheme of Arrangement, it is intended that BrightSphere-Delaware will cause CDRNL (acting as the sole shareholder of BrightSphere-United Kingdom) to pass a special resolution approving the re-registration of BrightSphere-United Kingdom as a private company. As part of that same resolution, BrightSphere-United Kingdom is expected to change its name to BrightSphere Limited and adopt new articles of association more suitable for a private company.
Following the re-registration of BrightSphere-United Kingdom as a private company, BrightSphere-United Kingdom is expected to elect to be treated as an entity that is disregarded as separate from BrightSphere-Delaware for United States federal income tax purposes and to forfeit to BrightSphere-Delaware the sole remaining share of BrightSphere-Delaware Common Stock that BrightSphere-United Kingdom will own at such time, for no consideration, which BrightSphere-Delaware will cancel.



4



Structure Charts
The following chart sets forth the current structure of the BrightSphere Group prior to the Redomestication, with BrightSphere-United Kingdom as parent:
preredomicilecharta05.jpg
The following chart sets forth the proposed structure of the BrightSphere Group immediately following the Redomestication, with BrightSphere-Delaware as parent:
postredomicilechartv2a04.jpg

5



QUESTIONS AND ANSWERS ABOUT THE REDOMESTICATION
Q.    Why am I receiving this document?
A.
Holders of Ordinary Shares are being solicited by the Board to approve actions related to the Redomestication, which once effective will redomesticate the holding company of the BrightSphere Group to the United States as discussed in this proxy statement/prospectus. Pursuant to the Scheme of Arrangement that is part of the Redomestication, Ordinary Shares will be mandatorily exchanged for shares of Common Stock of BrightSphere-Delaware on a one-for-one basis.
Q:
What am I being asked to vote on at the Meetings?

A:
Holders of Ordinary Shares are being asked to vote on the following matters:

At the Court Meeting: To approve the Scheme of Arrangement, pursuant to which BrightSphere-Delaware will become the new holding company of the BrightSphere Group in place of BrightSphere-United Kingdom, with holders of Ordinary Shares receiving one share of BrightSphere-Delaware Common Stock for every Ordinary Share of BrightSphere-United Kingdom.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinions of shareholders of BrightSphere-United Kingdom.

At the General Meeting: If the Scheme of Arrangement is approved, to approve an amendment to BrightSphere-United Kingdom’s Articles of Association that will enable BrightSphere-United Kingdom to effectuate the Scheme of Arrangement, to approve BrightSphere-Delaware’s adoption, assumption and restatement of the Equity Plans substantially in the forms attached as Appendix B and Appendix C, and to authorize the directors of BrightSphere-United Kingdom to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

The Redomestication will not occur if shareholders do not approve both Proposals.

Q:
Who can vote at the Meetings?
A:
Only shareholders of record on the Company’s register of shareholders at 6:00 p.m. (U.S. Eastern Time) on the Record Shareholder Voting Record Date (June 26, 2019) may vote at the Meetings; provided, however that beneficial shareholders who hold their Ordinary Shares directly or indirectly through the Depository Trust Company through a bank, broker or other nominee (each an “Underlying Shareholder”) as of the Underlying Shareholder Voting Record Date (May 28, 2019) may vote at the Meetings.

Underlying Shareholders must follow the instructions from your bank, broker or other nominee for your Ordinary Shares to be voted. Telephone and Internet voting also will be offered to Underlying Shareholders. If your Ordinary Shares are not registered in your own name and you plan to vote your Ordinary Shares in person at either or both of the Meetings, you must contact your bank, broker or other nominee to (i) obtain a legal proxy or proxy card from the holder of record and bring it to either or both of the Meetings or (ii) have your Ordinary Shares registered directly in your name on the Company’s register of shareholders.

If you are a holder of record who is entitled to attend and vote at the Meetings, you are entitled to appoint a proxy to exercise all of your rights to attend, speak and vote at either or both of the Meetings. You should have received two proxy cards with this proxy statement; one blue proxy card for the Court Meeting and one white proxy card for the General Meeting. You can only appoint a proxy using the procedures set out in this proxy statement and in the relevant proxy card. A proxy given in the form of a power of attorney or similar authorization granting power to a person to vote on behalf of a member at forthcoming meetings in general shall not be treated as valid for a period of more than twelve months, unless a contrary intention is stated in it.

A proxy appointed to attend the Meetings on your behalf does not need to be a shareholder of BrightSphere-United Kingdom, but must attend the Meetings to represent you. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share.

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Appointment of a proxy does not preclude you from attending either or both of the Meetings and voting in person. Attending the Meetings in person will not in and of itself revoke a previously submitted proxy. However, any votes cast by you or your proxy at either of the Meetings will revoke a previously submitted proxy for such Meeting.

On the Notice Record Date, there were 91,869,338 Ordinary Shares issued and outstanding entitled to vote. The Ordinary Shares are BrightSphere-United Kingdom’s only class of voting shares.

Q: Why are there different Voting Record Dates for record owners of Ordinary Shares and beneficial owners of Ordinary Shares held in “street name” through DTC and a separate Notice Record Date?

A:
As described in response to the Question titled “What quorum and shareholder votes are required to approve the Proposals at the Meetings?” below, in addition to receiving the affirmative vote of at least 75% of the nominal value of the Ordinary Shares voted at the Meeting, the Scheme of Arrangement Proposal must receive the affirmative vote of a majority in number of those holders of Ordinary Shares who are entitled to vote, are present (either in person or represented by proxy) and vote at the Meeting. Under English law, only record owners of Ordinary Shares are counted in the number of holders entitled to vote and who are present for purposes of this requirement.

In order to provide all of owners of Ordinary Shares, including beneficial owners of Ordinary Shares held in “street name” through DTC, with sufficient notice of the Court Meeting and General Meeting, BrightSphere-United Kingdom has established May 28, 2019 as the Notice Record Date. In order to provide DTC and banks, brokers and other DTC participants with sufficient time to obtain voting instructions from beneficial owners of Ordinary Shares held in “street name”, BrightSphere-United Kingdom also established May 28, 2019 as the Underlying Shareholder Voting Record Date.

However, in order to determine the final number of shareholders who hold Ordinary Shares directly as a record owner on the books and records of BrightSphere-United Kingdom’s transfer agent and who can be counted as a record owner for purposes of the requirement that the Scheme of Arrangement Proposal receive the affirmative vote of a majority in number of those holders of Ordinary Shares who are entitled to vote and are present and vote, BrightSphere-United Kingdom has established June 26, 2019 as the Record Shareholder Voting Record Date.

Q:
What if I hold my Ordinary Shares in “street name” through DTC as of the Underlying Shareholder Voting Record Date and I then register those shares in my own name as an owner of record before the Record Shareholder Voting Record Date?

A:
Any beneficial owner of Ordinary Shares who proposes to have its Ordinary Shares registered in its own name (or the name of an alternative nominee holder) should not give (or procure the giving of) any voting instructions to the DTC Nominee, nor apply to the DTC Nominee for a letter of representation or to be appointed as a proxy, in relation to the relevant Ordinary Shares, and if any such voting instructions have been given or application made in relation to any interest in Ordinary Shares to be registered directly, such instructions or application should be withdrawn.

Registration of Ordinary Shares held in “street name” through DTC directly on the books and records of BrightSphere-United Kingdom’s transfer agent may be taxable to the shareholder. Accordingly, beneficial owners are encouraged to consult their own tax advisors in connection with any such action.

Q:    How many votes do I have at each Meeting?
A:
Each Ordinary Share that you own entitles you to one vote at each Meeting.

7



Q:    How does the Board recommend that I vote at the Meetings?
A:
The Board recommends that you vote “FOR” the Scheme of Arrangement Proposal and “FOR” the General Meeting Proposal.
If any other matters are properly presented at either of the Meetings, the persons named in the accompanying proxy cards intend to vote, or otherwise act, in accordance with their judgment on the matter subject to compliance with Rule 14a-4(c) of the Exchange Act.
Q:
Have any existing shareholders agreed to vote “FOR” the Scheme of Arrangement Proposal or the General     Meeting Proposal?
A:
BrightSphere-United Kingdom’s largest shareholder, Paulson & Co., which owned approximately 21.8% of the Ordinary Shares outstanding as of the Notice Record Date, has entered into a voting agreement with BrightSphere-United Kingdom dated May 17, 2019 (the “Voting Agreement”). Pursuant to the Voting Agreement, Paulson & Co. has agreed to vote all of its Ordinary Shares “FOR” the Scheme of Arrangement Proposal and “FOR” the General Meeting Proposal, consistent with the Board’s unanimous recommendation, provided that the terms of the Redomestication submitted for the consideration and vote of the shareholders of BrightSphere-United Kingdom are not materially different from the terms provided in this proxy statement/prospectus.

Q.    How do I vote?
A.
Whether or not you plan to attend the Meetings in person, we urge you to vote your Ordinary Shares by proxy. All Ordinary Shares represented by valid proxies that we receive through this solicitation and that are not revoked will be voted in accordance with your instructions on the relevant proxy card (also referred to herein as a “form of proxy” or “proxy”) or as instructed via Internet or telephone, depending on how you cast your vote.
At the Court Meeting, you may specify whether your Ordinary Shares should be voted for or against the Scheme of Arrangement. At the General Meeting, you may specify whether your Ordinary Shares should be (i) voted for or against the General Meeting Proposal or (ii) abstained from voting.
If you properly submit a proxy without giving specific voting instructions for either or both Meetings, your Ordinary Shares will be voted in accordance with the Board’s recommendation as described above. Voting by proxy will not affect your right to attend either or both Meetings. If your Ordinary Shares are registered directly in your name through our share transfer agent, Computershare Trust Company, N.A., or you have share certificates registered in your name, you may vote in one of three ways:
By Internet or by telephone. Follow the instructions included in the relevant proxy card to vote by Internet or telephone.
By mail. If you received proxy cards by mail (a blue card for the Court Meeting and a white card for the General Meeting), you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the relevant proxy card. If you sign a proxy card but do not specify how you want your Ordinary Shares voted, they will be voted in accordance with the Board’s recommendation as described above.
In person at the Meetings. If you attend the Meetings, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the Meetings.
Telephone and Internet proxy appointment facilities for shareholders of record will be available 24 hours a day.
If you hold your shares in “street name” (held directly or indirectly through DTC by a bank, broker or other nominee), your bank, broker or other nominee will provide you with materials and instructions for voting your shares, including a voting instruction form.
Q.
What is the deadline to provide my proxy?
A.
If you give instructions as to your proxy appointment to the Court Meeting by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting. If you

8



mail your executed blue proxy card for the Court Meeting, such blue proxy card must be received by July 1, 2019, the day before the Court Meeting.
If you give instructions as to your proxy appointment to the General Meeting by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on July 2, 2019. If you mail your executed white proxy card for the General Meeting, such white proxy card must be received by July 1, 2019, the day before the General Meeting.

Q.
May I change or revoke my proxy?
A.
If you give us your proxy, you may change or revoke it at any time before the Meetings. You may change or revoke your proxy in any one of the following ways:
if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
by re-voting by Internet or by telephone as instructed above; or
by notifying BrightSphere-United Kingdom’s Secretary in writing before the Meetings that you have revoked your proxy in accordance with the procedures in the following paragraph.
Attending either or both Meetings in person will not in and of itself revoke a previously submitted proxy. To terminate your appointment of a proxy to the Court Meeting, you must deliver a notice of termination to BrightSphere-United Kingdom by 10:00 a.m. U.S. Eastern Time, on July 1, 2019 (at least 24 hours before the start of the Court Meeting). To terminate your appointment of a proxy to the General Meeting, you must deliver a notice of termination to BrightSphere-United Kingdom by 10:15 a.m. U.S. Eastern Time, on July 1, 2019 (at least 24 hours before the start of the General Meeting or any adjournment thereof).
The notice of termination for proxy appointments to either Meeting may be (i) delivered by mail or by hand in hard copy form to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, Attention: Company Secretary, or (ii) submitted in electronic form at info@bsig.com with a subject title “Revocation of Previous Proxy Appointment-Attention: Company Secretary.”

Q.
Who will serve as proxies for the General Meeting and the Court Meeting?
A.
The Board is asking you to give your proxy to Guang Yang, Robert Chersi, and Richard J. Hart. Giving your proxy to Messrs. Yang, Chersi, and Hart means that you authorize Messrs. Yang, Chersi, and Hart, any of them or their duly appointed substitutes to vote your shares at the Meetings in accordance with your instructions. All valid proxies received prior to the Meetings will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the Ordinary Shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, then the Ordinary Shares will be voted in accordance with the Board’s recommendations.
Q.
How will my Ordinary Shares be voted if I do not return my proxy or do not provide specific voting instructions in the proxy cards or voting instruction forms that I submit?
A.
If your Ordinary Shares are registered in your name or if you have share certificates, your Ordinary Shares will not be counted if you do not vote as described above under “How do I vote?” If your Ordinary Shares are held in “street name” and you do not provide voting instructions to the bank, broker or other nominee, such bank, broker or other nominee for your Ordinary Shares will not have authority to vote your unvoted Ordinary Shares. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your Ordinary Shares will be voted at the Meetings in the manner you desire. A broker “non-vote” will occur if your broker cannot vote your Ordinary Shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter.
Your bank, broker or other nominee is prohibited from voting your uninstructed Ordinary Shares on certain non-routine matters. Thus, if you hold your Ordinary Shares in “street name” and you do not instruct your bank, broker or other nominee how to vote with respect to the Proposals, votes will not be cast on such proposal on your behalf.

9



Q.    Are the Proposals considered “routine” or “non-routine”?
A.
The Scheme of Arrangement Proposal and General Meeting Proposal are considered non-routine under the rules of the NYSE (the “NYSE Rules”). A bank, broker or other nominee may not vote on these non-routine matters without specific voting instructions from the beneficial owner. As a result, there may be broker “non-votes” with respect to each of the Proposals.
Q:
What quorum and shareholder votes are required to approve the Proposals at the Meetings?
A:
A quorum is required for the transaction of business at each of the Meetings. At the Court Meeting to approve the Scheme of Arrangement Proposal, at least two shareholders must be present, in person or by proxy. At the General Meeting to approve the General Meeting Proposal, at least two shareholders must be present, in person or by proxy.
To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of both (i) a majority in number of those holders of Ordinary Shares who are entitled to vote who are present (either in person or represented by proxy) and who vote, and (ii) at least 75% of the nominal value of the Ordinary Shares voted. Broker “non-votes,” if any, and abstentions, will be disregarded and will have no effect on the outcome of the vote.

To be approved, the General Meeting Proposal must receive the affirmative vote of at least 75% of the Ordinary Shares voted at the General Meeting. Broker “non-votes,” if any, and abstentions, will be disregarded and will have no effect on the outcome of the vote.

Q.    Who is making and paying for this proxy solicitation?
A.
BrightSphere-United Kingdom is making this proxy solicitation and will pay for all of the costs of soliciting these proxies. Its directors and certain of its employees may solicit proxies in person or by telephone, fax or email. BrightSphere-United Kingdom will pay these employees and directors no additional compensation for these services. BrightSphere-United Kingdom will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to the holders in whose behalf they hold Ordinary Shares and to obtain authority to execute proxies. BrightSphere-United Kingdom will then reimburse them for their expenses.
Q.    Is voting confidential?
A.
We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, Computershare Trust Company, N.A., examine these documents.
Q:    How will shares of Common Stock differ from Ordinary Shares?
A:
As a result of differences between Delaware law and the laws of England and Wales, there will be differences between your rights as a stockholder of BrightSphere-Delaware under Delaware law and your current rights as a shareholder of BrightSphere-United Kingdom under the laws of England and Wales. In addition, there are differences between the organizational documents of BrightSphere-United Kingdom and BrightSphere-Delaware.
We discuss these differences in detail under “Comparison of Rights of U.K. Ordinary Shareholders and Delaware Stockholders.” Also refer to “Description of BrightSphere-Delaware Capital Stock” for a description of the Common Stock. BrightSphere-Delaware’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws are attached hereto as Appendix E and Appendix F, respectively, in the forms substantially as they will be in effect upon completion of the Redomestication.
Q.    Will the Redomestication dilute my economic interest?
A.
No, your fully-diluted relative economic ownership will not change as a result of the Redomestication. In connection with the Redomestication, Ordinary Shares will be exchanged on a one-to-one basis for shares of Common Stock.
Q.
How will the Redomestication affect the BrightSphere Group’s financial reporting and the information the BrightSphere Group provides to its shareholders?
A.
Upon completion of the Redomestication, BrightSphere-Delaware will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE as

10



BrightSphere-United Kingdom before the Redomestication. BrightSphere-Delaware will report the BrightSphere Group’s consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. BrightSphere-Delaware will be required to file periodic reports on Forms 10-K, 10-Q and 8-K with the SEC and comply with the proxy rules applicable to domestic issuers, as currently required of BrightSphere-United Kingdom. BrightSphere-Delaware will also be required to comply with any additional reporting requirements of Delaware law but will cease to file any documents required under the law of England and Wales, such as its annual report and confirmation statement.
Q. Are either of the Proposals conditioned upon any other actions?

A.
The General Meeting Proposal is conditioned upon shareholder approval of the Scheme of Arrangement through the Scheme of Arrangement Proposal.

In addition, the Scheme of Arrangement will not become effective if the Court does not sanction it. Pursuant to the laws of England and Wales, in addition to requiring approval by the shareholders of BrightSphere-United Kingdom, the Scheme of Arrangement becomes effective only upon delivery to the Registrar of Companies in England and Wales of the order of the Court sanctioning the Scheme of Arrangement. The Court’s sanction will be sought at a hearing that will take place after the Meetings (the “Court Hearing”), if shareholders approve the Scheme of Arrangement Proposal and the General Meeting Proposal at the Court Meeting and General Meeting, respectively.

Q.
Will the Redomestication be conditioned upon BrightSphere’s ability to complete any pending or proposed transactions?
A.
The Redomestication will only become effective if the Scheme of Arrangement Proposal and the General Meeting Proposal are approved by the requisite majority of the holders of Ordinary Shares at the Court Meeting and the General Meeting, respectively, and if the Scheme of Arrangement is sanctioned by the Court. In addition, the Redomestication will not be consummated unless the following conditions are satisfied as of the date on which the Scheme of Arrangement is sanctioned by the Court:
no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Scheme of Arrangement; and
no order or injunction of a court of competent jurisdiction is in effect that prevents the consummation of the Scheme of Arrangement.
We also will not complete the Redomestication unless we are able to obtain the consent of the lenders under BrightSphere-United Kingdom’s revolving credit facility to the transfer of BrightSphere-United Kingdom’s obligations under such revolving credit facility by BrightSphere-Delaware.

Q.    Am I entitled to appraisal or dissenters’ rights in the Redomestication?
A
No. Holders of Ordinary Shares may attend and raise objections at the Court Hearing, where the Court will consider whether to sanction the Scheme of Arrangement, and may file an objection with the Court against the sanctioning of the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under the laws of England and Wales.
Q.
What happens to the current BrightSphere-United Kingdom equity plans in connection with the Redomestication?
A.
BrightSphere-United Kingdom currently sponsors the BrightSphere Investment Group plc 2017 Equity Incentive Plan (the “2017 Employee Plan”) and the BrightSphere Investment Group plc Non-Employee Directors’ Equity Incentive Plan (the “NED Plan,” together with the 2017 Employee Plan, the “Equity Plans”) to provide equity-based incentive compensation to the employees and the non-employee directors of the BrightSphere Group. Contingent upon the Court’s sanctioning of the Scheme of Arrangement, and effective as of the Effective Date, BrightSphere-Delaware will assume the sponsorship of and adopt the 2017 Employee Plan and the NED Plan for purposes of granting new equity awards to employees and directors of the BrightSphere Group after the Effective Date. The 2017 Employee Plan and the NED Plan, as assumed and adopted by BrightSphere-Delaware, will be amended and restated (the “Restated Employee Plan” and the “Restated NED Plan,” respectively) to reflect their adoption and assumption by BrightSphere-Delaware and the Scheme of Arrangement and to make certain other updates.

11



Q.
What will happen to outstanding BrightSphere-United Kingdom equity-based awards when the Scheme of Arrangement becomes effective?
A.
Prior to the Scheme Effective Date, but conditional on the Scheme of Arrangement becoming effective, all options, awards of restricted stock and restricted stock units and any other equity-based awards granted by BrightSphere-United Kingdom to employees and directors under the 2017 Employee Plan, the NED Plan and the BrightSphere Investment Group plc 2014 Equity Incentive Plan (the “2014 Employee Plan”) that are outstanding immediately prior to the Scheme Effective Date will be assumed by BrightSphere-Delaware under the terms of the Restated Employee Plan and the Restated NED Plan, as applicable. The awards, as so assumed, will entitle the holder to purchase, receive or retain, as applicable, an equal number of shares of Common Stock, but in other respects will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the Scheme Effective Date. BrightSphere-Delaware will also assume an inducement option award made outside the Equity Plans to the chief executive officer of BrightSphere-United Kingdom.
Q.    Is the Redomestication taxable to me under U.S. federal income tax law?
A.
Certain holders of BrightSphere-United Kingdom Ordinary Shares that are United States persons (as determined for U.S. federal income tax purposes) may elect to include as a deemed dividend the “all earnings and profits amount” attributable to their BrightSphere-United Kingdom Ordinary Shares by timely filing a notice of such election pursuant to Treasury Regulations under Section 367(b) of the Code, including providing notification of the election to BrightSphere-United Kingdom or BrightSphere-Delaware, as the successor, on or before the filing of the notice. If such a holder that is subject to this rule does not elect to include the “all earnings and profits amount,” the holder would recognize gain (if any) on the exchange under those Treasury Regulations. Please see “Material U.S. Federal Income Tax Considerations of the Redomestication to Holders of BrightSphere-United Kingdom Ordinary Shares” for a description of potential material U.S. federal income tax consequences of the Redomestication to holders of Ordinary Shares. Determining the actual tax consequences of the Redomestication to you may be complex and will depend on your specific situation. You are encouraged to consult your tax advisor for a full understanding of the tax consequences of the Redomestication to you.
Q.    When do you expect the Redomestication to be completed?
A.
Assuming the Proposals are approved by the requisite majority of holders of Ordinary Shares and the Scheme of Arrangement is sanctioned by the Court and the other conditions to the completion of the Redomestication are satisfied, we currently expect to complete the Redomestication on July 12, 2019.
Q.    What will I receive in exchange for my Ordinary Shares?
A.
You will receive one share of Common Stock for each Ordinary Share you hold immediately prior to the Effective Date.
Q.
If the Redomestication is consummated, do I have to take any action to transfer my Ordinary Shares and receive shares of Common Stock?
A.
No. Upon effectiveness of the Scheme of Arrangement, your Ordinary Shares will be exchanged for shares of Common Stock and will be issued to you without any action required on your part. All of the shares of Common Stock will be issued to you in uncertificated book-entry form. Our transfer agent will make an electronic book-entry in your name and will mail you a statement evidencing your ownership of BrightSphere-Delaware Common Stock. Please see “The Scheme of Arrangement Proposal—No Action Required to Transfer Ordinary Shares and Receive Shares of Common Stock.”
Q.    Who can answer my questions about voting my shares?
A.
If you have questions or require assistance in the voting of your shares, please call Computershare Trust Company, N.A. at 1-866-281-0717.
Q.    Whom should I call if I have questions about the Redomestication?
A.
If you have questions about the Redomestication, please contact BrightSphere Inc. Investor Relations at (617) 369-7300.

12



SUMMARY
This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. To understand the Redomestication more fully, and for a more complete legal description of the Redomestication, you should read carefully the entire proxy statement/prospectus, including the Appendices. The Scheme of Arrangement, in the form attached as Appendix A to this proxy statement/prospectus, is the legal document that governs the Redomestication. The Certificate of Incorporation and Bylaws of BrightSphere-Delaware, substantially in the forms attached as Appendix E and Appendix F, respectively, to this proxy statement/prospectus, will become the governing documents of BrightSphere-Delaware upon the completion of the Redomestication. We encourage you to read those documents carefully.

Parties to the Redomestication

BrightSphere-United Kingdom. BrightSphere-United Kingdom is a public company limited by shares incorporated under the laws of England and Wales and parent of a corporate group that is a global, diversified, multi-boutique asset management company with $206.3 billion of assets under management as of December 31, 2018. BrightSphere-United Kingdom’s Ordinary Shares are traded on NYSE under the symbol “BSIG.”

BrightSphere-Delaware. BrightSphere-Delaware is a Delaware corporation and is currently a wholly-owned subsidiary of BrightSphere-United Kingdom. Immediately following the Redomestication, BrightSphere-Delaware will become the ultimate parent company of the BrightSphere Group.

The principal executive offices of BrightSphere-United Kingdom are located at Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom. Its telephone number is +44-20-7002-7000. The principal offices of BrightSphere-Delaware are located at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116, and the telephone number at that address is (617) 369-7300.

The Redomestication

The Redomestication will cause the parent company of the BrightSphere Group to be a Delaware corporation.
In 2018, the Board held various meetings to, among other things, discuss a potential Redomestication pursuant to which a publicly traded, Delaware corporation would become the ultimate parent of the BrightSphere Group. The intention to pursue a Redomestication to create a U.S. holding company was publicly announced on November 1, 2018. On February 28, 2019, the Board approved the Redomestication and the entry by BrightSphere-United Kingdom into the Scheme of Arrangement.

As a result of the Redomestication, the shareholders of BrightSphere-United Kingdom will become stockholders of BrightSphere-Delaware and such stockholders’ rights will be governed by Delaware law and BrightSphere-Delaware’s Certificate of Incorporation and Bylaws, in substantially the forms attached hereto as Appendix E and Appendix F, respectively. The Redomestication involves three main steps:
 
(i)an internal reorganization that will, together with the Seed Capital Contribution, transfer all of the material assets and liabilities of BrightSphere-United Kingdom to BrightSphere-Delaware;

(ii)the effectuation of the Scheme of Arrangement, pursuant to which holders of Ordinary Shares of BrightSphere-United Kingdom will receive one share of Common Stock for each Ordinary Share held immediately before the Effective Date, and BrightSphere-United Kingdom will become a wholly-owned subsidiary of BrightSphere-Delaware; and
 
(iii)BrightSphere-United Kingdom being re-registered as a private company under the laws of England and Wales and electing to be treated as an entity that is disregarded as separate from BrightSphere-Delaware for United States federal income tax purposes.


13



Background and Reasons for the Redomestication

BrightSphere-United Kingdom was incorporated in the United Kingdom in 2014 as a wholly-owned subsidiary of Old Mutual plc, a U.K. insurance and banking company. In 2017, Old Mutual plc sold its remaining interest in BrightSphere-United Kingdom as part of a managed separation. Following this separation from Old Mutual plc, there is no longer a strategic reason for the BrightSphere Group to remain organized in the United Kingdom. The Board has determined that it expects the Redomestication to result in an overall simplification of our corporate structure, which is in our best interests and the best interests of our shareholders and our Affiliates. Because its significant operating businesses and a majority of its shareholders are located in the United States, the Board believes it is appropriate to have the BrightSphere Group’s holding company based in the United States. Additionally, the BrightSphere Group’s management is familiar with the applicable Delaware and federal laws that would apply to a U.S. holding company, which may be more attractive to U.S.-based investors as compared to the laws of England and Wales. The Board believes that a U.S. holding company may enhance shareholder value over the long term with greater acceptance of us in the capital markets, improved marketability of our shares and more efficiency in our operations.

Furthermore, the incremental tax cost of being a U.S.-based multinational corporation has decreased materially as a result of U.S. corporate tax reform. While our tax rate is expected to immaterially increase in 2019 as a result of the proposed Redomestication, we will be able to more efficiently utilize the deferred tax assets on our balance sheet. Due to tax law changes in the U.S. and the U.K., the Board believes the beneficial tax arbitrage of remaining a U.K.-domiciled company under the corporate structure put in place at the time of our initial public offering have been significantly reduced.

BrightSphere-United Kingdom cannot assure you that the anticipated benefits of the Redomestication will be realized. In addition, despite the potential benefits described above and throughout this proxy statement/prospectus, the Redomestication will expose you and the BrightSphere Group to potential risks, including relating to future income tax policy in the United States. Please see the discussion under “Risk Factors.”

The Board has considered both the potential advantages of the Redomestication and these potential risks and has unanimously approved the actions required to carry out the Redomestication, including the Scheme of Arrangement, and recommends unanimously that shareholders vote for the approval of the Proposals. Please refer to “Background and Reasons for the Redomestication” for a description of the reasons for the Redomestication.

U.S. Federal Income Tax Considerations to Holders of BrightSphere-United Kingdom Ordinary Shares

In the opinion of Morgan, Lewis & Bockius LLP, advisor to BrightSphere-Delaware (“Morgan Lewis”), for U.S. federal income tax purposes, the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication should be treated as part of a reorganization described in Section 368(a)(1)(D) of the Internal Revenue Code.

Certain holders of BrightSphere-United Kingdom Ordinary Shares that are United States persons (as determined for U.S. federal income tax purposes) may elect to include as a deemed dividend the “all earnings and profits amount” attributable to their BrightSphere-United Kingdom Ordinary Shares by timely filing a notice of such election pursuant to Treasury Regulations under Section 367(b) of the Code, including providing notification of the election to BrightSphere-United Kingdom or BrightSphere-Delaware, as the successor, on or before the filing of the notice. If such a holder that is subject to this rule does not elect to include the “all earnings and profits amount,” the holder would recognize gain (if any) on the exchange under those Treasury Regulations. Please see “Material U.S. Federal Income Tax Considerations of the Redomestication to Holders of BrightSphere-United Kingdom Ordinary Shares” for a description of potential material U.S. federal income tax consequences of the Redomestication to holders of Ordinary Shares. Determining the actual tax consequences of the Redomestication to you may be complex and will depend on your specific situation. You are encouraged to consult your tax advisor for a full understanding of the tax consequences of the Redomestication to you.


14



Comparison of Rights

Many of the principal attributes of BrightSphere-United Kingdom’s Ordinary Shares and BrightSphere-Delaware’s shares of Common Stock will be similar. However, there are differences between what your rights will be under Delaware law and what they currently are under English law. In addition, there are differences between BrightSphere-United Kingdom’s Articles of Association and BrightSphere-Delaware’s Certificate of Incorporation and Bylaws as they will be in effect upon the completion of the Redomestication.

We discuss these differences under “Description of BrightSphere-Delaware Capital Stock” and “Comparison of Rights of U.K. Ordinary Shareholders and Delaware Stockholders.” BrightSphere-Delaware’s Certificate of Incorporation and Bylaws, in the form substantially as they will be in effect upon completion of the Redomestication, are attached as Appendix E and Appendix F, respectively, to this proxy statement.

Stockholder Agreement and Registration Rights Agreement

On May 17, 2019, BrightSphere-Delaware entered into a Stockholder Agreement and Registration Rights Agreement with Paulson & Co. containing substantially similar rights to the rights currently provided to Paulson & Co. under its existing shareholder agreement and registration rights agreement with BrightSphere-United Kingdom, which agreements will become effective upon consummation of the Redomestication.

Stock Exchange Listing

We will submit an application form with the NYSE and expect that, upon the consummation of the Redomestication, shares of BrightSphere-Delaware Common Stock will be listed on the NYSE under the symbol “BSIG,” the same symbol under which your BrightSphere-United Kingdom Ordinary Shares are currently listed.

Approval of the Scheme of Arrangement by the High Court of Justice of England and Wales

BrightSphere-United Kingdom has made an application to the Court for an order to convene the Court Meeting. Subsequent and subject to approval of the Scheme of Arrangement by the shareholders of BrightSphere-United Kingdom at the Court Meeting, BrightSphere-United Kingdom must apply for the Court Order sanctioning the Scheme of Arrangement. If the Court Order is granted and the conditions to closing are satisfied, then the Scheme of Arrangement will become effective on the date that we lodge a copy of the Court Order with the Registrar of Companies in England and Wales.

The approvals by the shareholders of BrightSphere-United Kingdom and the Court of the Scheme of Arrangement shall remain valid notwithstanding any change in our business or financial condition or any transactions undertaken by us.

Effective Date of the Redomestication

Following the sanction of the Court, BrightSphere-United Kingdom, without obtaining any further approval of its shareholders, may implement the Scheme of Arrangement (and therefore the Redomestication) at any time, provided the effective date occurs on or before July 12, 2019. The Scheme of Arrangement and the Redomestication are expected to become effective on July 12, 2019, the Effective Date.

No Appraisal Rights

Holders of Ordinary Shares may attend and raise objections at the Court Hearing, where the Court will consider sanctioning the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under the laws of England and Wales.


15



The Meetings

Time, Place, Date and Purpose.

The Meetings are scheduled to be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA.

Court Meeting

The Court Meeting will be held on July 2, 2019, at 10:00 a.m. U.S. Eastern Time.

At the Court Meeting, the Board will ask the shareholders of BrightSphere-United Kingdom to vote to approve the Scheme of Arrangement. If the Scheme of Arrangement is approved, once it becomes effective, it will effect the Redomestication, pursuant to which your Ordinary Shares will be transferred to Computershare DR Nominees Limited (in return for which depositary interests representing such Ordinary Shares will be issued to BrightSphere-Delaware) and you will receive, on a one-for-one basis, new shares of Common Stock of BrightSphere-Delaware for each Ordinary Share of BrightSphere-United Kingdom that has been transferred.

General Meeting

The General Meeting will be held on July 2, 2019, at 10:15 a.m. U.S. Eastern Time (or as soon as possible thereafter as the Court Meeting concludes or is adjourned).

At the General Meeting, the Board will ask the shareholders of BrightSphere-United Kingdom to vote to approve an amendment to BrightSphere-United Kingdom’s Articles of Association that will enable BrightSphere-United Kingdom to effectuate the Scheme of Arrangement, to approve BrightSphere-Delaware’s adoption and assumption of the Restated Equity Plans, and to authorize the directors of BrightSphere-United Kingdom to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

Record Date.

Due to the requirements of English law relating to schemes of arrangement, we have established two record dates for determining the owners of Ordinary Shares entitled to vote at the Meetings. May 28, 2019 is the Underlying Shareholder Voting Record Date for determining those beneficial owners of Ordinary Shares held in “street name” and not as record owners (i.e. shareholders whose Ordinary Shares are held through DTC. June 26, 2019 is the Record Shareholder Voting Record Date for determining those record owners of Ordinary Shares (i.e. shareholders whose Ordinary Shares are held directly in their name with BrightSphere-United Kingdom’s transfer agent) entitled to vote at the Meetings.

This proxy statement/prospectus is being first sent on June 3, 2019 to record owners of Ordinary Shares on the books and records of BrightSphere-United Kingdom’s transfer agent or beneficial owners of Ordinary Shares held in “street name”, in each case as of May 28, 2019, which is the Notice Record Date.

Recommendations of the Board of Directors

The Board unanimously approved the Scheme of Arrangement and recommends that you vote “FOR” the Scheme of Arrangement Proposal and “FOR” the General Meeting Proposal.

Voting Agreement with Paulson & Co.

Paulson & Co., BrightSphere-United Kingdom’s largest shareholder, which owned approximately 21.8% of the Ordinary Shares outstanding as of the Notice Record Date, has entered into the Voting Agreement with BrightSphere-United Kingdom. Pursuant to the Voting Agreement, Paulson & Co. has agreed to vote all of its Ordinary Shares “FOR” the Scheme of Arrangement Proposal and “FOR” the General Meeting Proposal, consistent with the Board’s unanimous recommendation, provided that the terms of the Redomestication submitted for the

16



consideration and vote of the shareholders of BrightSphere-United Kingdom are not materially different from the terms provided in this proxy statement/prospectus.

Quorum and Required Vote

A quorum is required for the transaction of business at the Meetings. At each of the Meetings, the presence of at least two shareholders is required, in person or by proxy.

To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of both (i) a majority in number of those holders of Ordinary Shares who are entitled to vote who are present (either in person or represented by proxy) and who vote, and (ii) at least 75% of the nominal value of the Ordinary Shares voted. Broker “non-votes,” if any, and abstentions, will be disregarded and will have no effect on the outcome of the vote.
To be approved, the General Meeting Proposal must receive the affirmative vote of at least 75% of the Ordinary Shares voted at the General Meeting. Broker “non-votes,” if any, and abstentions, will be disregarded and will have no effect on the outcome of the vote.

Each holder of Ordinary Shares represented in person or by proxy at the Court Meeting and at the General Meeting is entitled, at each Meeting, to one vote per Ordinary Share owned as of the applicable Voting Record Date.

If your Ordinary Shares are held in “street name” (held directly or indirectly through DTC by a bank, broker or other nominee) as of the Underlying Shareholder Voting Record Date, you will receive instructions from the holder of record. You must follow the instructions from your bank, broker or other nominee for your Ordinary Shares to be voted.

As of the Notice Record Date, 91,869,338 Ordinary Shares of BrightSphere-United Kingdom were outstanding and there were two shareholders of record.

17



SELECTED HISTORICAL FINANCIAL DATA
($ in millions, except per-share data as noted)
Three Months Ended March 31,
 
Years ended December 31,
2019
 
2018
 
2018
 
2017
 
2016
 
2015
 
2014
U.S. GAAP Statement of Operations Data:
 
 
 
 
 
 
 

 
 

 
 

 
 

Management fees
$
207.5

 
$
245.0

 
$
905.0

 
$
858.0

 
$
659.9

 
$
637.2

 
$
569.7

Performance fees
(2.8
)
 
2.0

 
9.8

 
26.5

 
2.6

 
61.8

 
34.3

Other revenues
1.4

 
2.5

 
9.6

 
1.2

 
0.9

 
0.3

 
1.6

Consolidated Funds’ revenue
1.1

 
0.2

 
3.8

 
1.7

 
0.1

 

 
450.7

Total Revenue
$
207.2

 
$
249.7

 
$
928.2

 
$
887.4

 
$
663.5

 
$
699.3

 
$
1,056.3

Net income before tax from continuing operations attributable to controlling interests
$
74.3

 
$
86.0

 
$
141.3

 
$
137.1

 
$
161.0

 
$
201.3

 
$
68.1

Net income from continuing operations attributable to controlling interests
52.7

 
57.3

 
136.3

 
4.3

 
120.2

 
154.7

 
55.3

Net income (loss) from continuing operations
61.1

 
54.8

 
130.2

 
9.2

 
120.0

 
154.7

 
(45.0
)
U.S. GAAP operating margin
33
%
 
10
%
 
9
%
 
8
%
 
23
%
 
27
%
 
(6
)%
U.S. GAAP basic earnings per share from continuing operations attributable to controlling interests
$
0.54

 
$
0.52

 
$
1.27

 
$
0.04

 
$
0.98

 
$
1.28

 
$
0.46

U.S. GAAP diluted earnings per share from continuing operations attributable to controlling interests
$
0.54

 
$
0.52

 
$
1.26

 
$
0.04

 
$
0.98

 
$
1.28

 
$
0.46



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RISK FACTORS
Before you vote your Ordinary Shares, you should consider carefully the following risk factors in addition to the other information contained in this proxy statement/prospectus and the documents incorporated by reference, including, without limitation, BrightSphere-United Kingdom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (including the risk factors contained therein) and its subsequent filings with the SEC.
Risks Relating to the Redomestication
The expected benefits of the Redomestication may not be realized.
There can be no assurance that all of the anticipated benefits of the Redomestication will be achieved, particularly as the achievement of the benefits are subject to factors that we do not and cannot control.
Your rights as a BrightSphere-United Kingdom shareholder will change as a result of the Redomestication.
There will be differences between your rights as a stockholder of BrightSphere-Delaware under Delaware law and your current rights as a shareholder of BrightSphere-United Kingdom, which is a public limited company under the laws of England and Wales. In addition, there are significant differences between the organizational documents of BrightSphere-United Kingdom and BrightSphere-Delaware.
For a description of these differences, refer to “Comparison of Rights of U.K. Ordinary Shareholders and Delaware Stockholders.”
Our cash tax costs are likely to increase as a result of the Redomestication, but the increase is not readily or precisely quantifiable.

The United States corporate income tax regime changed significantly due to the enactment of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “2017 Tax Reform Act”). For example, the U.S. corporate statuary tax rate was reduced from 35% to 21% for tax years beginning January 1, 2018. Following the Redomestication, we expect the tax expense and overall effective tax rate of BrightSphere-Delaware to increase due to BrightSphere-Delaware becoming the holding company of the BrightSphere Group. We presently expect that our overall effective tax rate (which we define as tax expense as a percentage of non-GAAP income before tax) following the Redomestication will be in the range of 23 to 24 percent.

Our preliminary estimates of the overall tax impact of the Redomestication are expected to change as we continue to refine our analysis. There is no assurance that the final determination of our income tax liability will not be materially different than what is reflected in our income tax provisions and accruals and in the estimated ranges provided above. Significant judgment is required to determine the recognition and measurement of tax liabilities prescribed in the relevant accounting guidance for income taxes.


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The Redomestication will result in certain United States holders of BrightSphere-United Kingdom Ordinary Shares being required to include certain amounts in income as a deemed dividend or, in some cases, to recognize gain. In such case, the resulting tax liability of a holder of BrightSphere-United Kingdom Ordinary Shares, if any, will depend on such holder’s particular situation. The tax liability of a holder of BrightSphere-United Kingdom Ordinary Shares as a result of the Redomestication could be more than expected.

As a result of the U.S. federal tax treatment of the Redomestication as described under the caption “Material U.S. Federal Income Tax Considerations of the Redomestication to Holders of BrightSphere-United Kingdom Ordinary Shares,” below, certain holders of BrightSphere-United Kingdom Ordinary Shares that are United States persons (as determined for U.S. federal income tax purposes) may elect to include as a deemed dividend the “all earnings and profits amount” attributable to their BrightSphere-United Kingdom Ordinary Shares by timely filing a notice of such election pursuant to Treasury Regulations under Section 367(b) of the Code. If such a holder that is subject to this rule does not elect to include the “all earnings and profits amount,” the holder would recognize gain (if any) on the exchange under those Treasury Regulations. A United States person that is treated as a “United States shareholder” of BrightSphere-United Kingdom (in general, a 10% or greater shareholder) is required to include as a deemed dividend the “all earnings and profits amount” attributable to its BrightSphere-United Kingdom Ordinary Shares.

The amount of a holder’s “all earnings and profits amount” or, if applicable, the amount of any gain required to be recognized as a result of the Redomestication will vary depending on that holder’s particular situation, including by reason of that holder’s holding period in its BrightSphere-United Kingdom Ordinary Shares, the value of the BrightSphere-United Kingdom Ordinary Shares at the time of the Redomestication, and the adjusted tax basis of the BrightSphere-United Kingdom Ordinary Shares exchanged in the Redomestication. Because the value of the BrightSphere-United Kingdom Ordinary Shares will not be known until the effective time of the Redomestication, a holder of BrightSphere-United Kingdom Ordinary Shares will not be able to determine its amount realized, and therefore the amount of any taxable gain it may be required to recognize, until such time. Moreover, the amount of a holder’s “all earnings and profits amount” will not be known until after the completion of the Redomestication, so the holder will not be able to determine prior to the Redomestication the amount of any deemed dividend that such holder may elect, or be required, to include in income.

For a more complete discussion of certain U.S. federal income tax consequences of the Redomestication, please read “Material U.S. Federal Income Tax Considerations of the Redomestication to Holders of BrightSphere-United Kingdom Ordinary Shares,” below.

The Redomestication transactions are expected to, but may not, qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The parties expect the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication transactions to be treated as part of a “reorganization” within the meaning of Section 368(a) of the Code, and the parties have received an opinion from tax counsel that such treatment should apply. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS or the courts. There is some uncertainty regarding whether such treatment will apply because there is not authority directly addressing a transaction involving the same facts as the Redomestication. If the Redomestication transactions do not qualify as a “reorganization,” then certain holders of BrightSphere-United Kingdom Ordinary Shares may experience different tax consequences, including being required to recognize a greater amount of gain or loss, than the holder would experience if the Redomestication transactions were to qualify as a “reorganization.” Tax matters are very complicated and the consequences of the Redomestication to any particular holder of BrightSphere-United Kingdom Ordinary Shares will depend on that holder’s particular facts and circumstances. For further information, please refer to “Material U.S. Federal Income Tax Considerations of the Redomestication to Holders of BrightSphere-United Kingdom Ordinary Shares.” You should consult your own tax advisor to determine the particular tax consequences of the Redomestication to you.

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The Redomestication will only occur if the Scheme of Arrangement is consummated.

The Redomestication will only become effective if the Scheme of Arrangement is consummated. The Scheme of Arrangement (and therefore the Redomestication) will not be completed unless each of the following conditions are satisfied:
the Scheme of Arrangement is approved by the requisite majority of the shareholders of BrightSphere-United Kingdom at the Court Meeting (being a majority in number representing 75% of the nominal value of the Ordinary Shares voted in person or by proxy at the Court Meeting);
the General Meeting Proposal is approved by at least 75% of the Ordinary Shares present or represented by proxy and voting at the General Meeting;
the Court grants the requisite order sanctioning the Scheme of Arrangement (in determining whether to grant such order, the Court will decide whether the Scheme of Arrangement is reasonable, whether various statutory and other legal requirements have been complied with and satisfied with respect to it and certain other matters; the Court has discretion whether to sanction the Scheme of Arrangement and there can be no certainty that it will do so);
no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Scheme of Arrangement; and
no order or injunction of a court of competent jurisdiction is in effect that prevents the consummation of the Scheme of Arrangement.
We also will not complete the Redomestication unless we are able to obtain the consent of the lenders under BrightSphere-United Kingdom’s revolving credit facility to transfer of BrightSphere-United Kingdom’s obligations under such revolving credit facility by BrightSphere-Delaware.

The effective date of the Scheme of Arrangement and the Redomestication are subject to change.
Once BrightSphere-United Kingdom shareholders have approved the Scheme of Arrangement and the General Meeting Proposal, the Scheme of Arrangement must be sanctioned by the Court at the Court Hearing. Although BrightSphere-United Kingdom intends for the Court Hearing to take place, and for the sanction of the Court to be obtained, as soon as reasonably practicable (as permitted by the applicable court rules and procedures), it is possible that there may be a delay in the Court sanctioned being obtained. Following the sanction of the Court, BrightSphere-United Kingdom, without obtaining any further approval of its shareholders, may implement the Scheme of Arrangement (and therefore the Redomestication) at any time, provided the effective date occurs on or before July 12, 2019. BrightSphere-United Kingdom intends to implement the Scheme of Arrangement in a timely manner following the sanction of the Court, subject to any relevant financial and strategic objectives and other significant pending corporate events. As a result, the effective date of the Scheme of Arrangement and the Redomestication may occur sometime after the Meetings and are subject to change.

The Redomestication will result in additional direct and indirect costs, even if it is not completed.
We will incur additional costs as a result of the Redomestication, although we do not expect these costs to be material. We expect to incur attorneys’ fees, accountants’ fees, filing and other regulatory fees, mailing expenses, proxy solicitation expenses and financial printing expenses in connection with the Redomestication, even if the Proposals are not approved or the Redomestication is not completed. The Redomestication also may affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.


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THE SCHEME OF ARRANGEMENT PROPOSAL
At the Court Meeting, shareholders will be asked to approve the Scheme of Arrangement, which is a part of, and a condition to, the Redomestication. If the Scheme of Arrangement is approved by shareholders and effected, holders of Ordinary Shares of BrightSphere-United Kingdom will receive one share of BrightSphere-Delaware Common Stock for every Ordinary Share held immediately before the Effective Date, and BrightSphere-United Kingdom will become a wholly-owned subsidiary of BrightSphere-Delaware.

Overview of the Redomestication
As explained in this proxy statement/prospectus, the Scheme of Arrangement is part of the Redomestication, which consists of three main steps:
an internal reorganization of the BrightSphere Group, the principal purpose of which is, together with the Seed Capital Contribution, to transfer substantially all of the material assets and liabilities of BrightSphere-United Kingdom to BrightSphere-Delaware;

the carrying out of the Scheme of Arrangement, the principal purpose of which is for BrightSphere-Delaware to become the new holding company of the BrightSphere Group, with holders of Ordinary Shares receiving shares of Common Stock in exchange for their Ordinary Shares; and

the re-registration of BrightSphere-United Kingdom as a private company and the election by BrightSphere-United Kingdom to be treated as an entity that is disregarded as separate from BrightSphere-Delaware for United States federal income tax purposes.

In 2018, the Board held various meetings to, among other things, discuss a potential transaction pursuant to which a publicly traded, Delaware corporation would become the ultimate parent of the BrightSphere Group. The intention to pursue a transaction to create a U.S. holding company was publicly announced on November 1, 2018. On February 28, 2019, the Board approved the Redomestication and the entry by BrightSphere-United Kingdom into the Scheme of Arrangement. On May 30, 2019, we petitioned the Court to order, among other things, the convening of a meeting of shareholders to approve the Scheme of Arrangement. We will hold the Court Meeting for shareholders to approve the Scheme of Arrangement on July 2, 2019. We will hold the General Meeting to approve the General Meeting Proposal immediately after the conclusion and adjournment of the Court Meeting, also on July 2, 2019. If we obtain the necessary shareholder approvals, the Court will hold a second hearing to determine whether to approve and sanction the Scheme of Arrangement. Assuming we receive the necessary approvals of the Scheme of Arrangement and the General Meeting Proposal from BrightSphere-United Kingdom’s shareholders, the Court sanctions the Scheme of Arrangement, and the other conditions to consummate the Redomestication are satisfied, we will lodge the Court Order sanctioning the Scheme of Arrangement with the Registrar of Companies in England and Wales, at which time the Scheme of Arrangement will become effective and binding in accordance with its terms and conditions.
As a result of the Redomestication, the shareholders of BrightSphere-United Kingdom will become stockholders of BrightSphere-Delaware and such stockholders’ rights will be governed by Delaware law and BrightSphere-Delaware’s Certificate of Incorporation and Bylaws, which will be substantially in the forms attached hereto as Appendix E and Appendix F, respectively.

Background and Reasons for the Redomestication

The Board has determined that it expects the Redomestication to result in an overall simplification of our corporate structure, which is in our best interests and the best interests of our shareholders and our Affiliates. The Board believes that the achievement of our strategic goals would be enhanced by our investors clearly identifying us as a U.S. corporation.


22



BrightSphere-United Kingdom was incorporated in the United Kingdom in 2014 as a wholly owned subsidiary of Old Mutual plc, a U.K. insurance and banking company. In 2017, Old Mutual plc sold its remaining interest in BrightSphere-United Kingdom as part of a managed separation, with the exception of an immaterial number of shares, which Old Mutual plc continued to hold. Following this separation from Old Mutual plc, there is no longer a strategic reason for the BrightSphere Group to remain organized in the United Kingdom. While BrightSphere-United Kingdom has served us and our shareholders well, the Board believes there are compelling reasons at this time that support simplifying the corporate structure of the BrightSphere Group.

The BrightSphere Group is a multi-national business with operations in many countries. However, all of our significant operating businesses and Affiliates are located in the United States. As such, the BrightSphere Group has not had any substantive connection to the United Kingdom following its separation from Old Mutual plc. Our Board believes that the additional complexity arising from our existing corporate structure may prevent us from maximizing the opportunities and relationships with investors and potential partners, many of whom prefer to engage in business with a U.S. entity.

The BrightSphere Group believes that a significant majority of its shareholders are U.S.-based institutional investors. As a result, the Board believes it is appropriate to have the BrightSphere Group’s holding company based in the United States. Additionally, the BrightSphere Group’s management is familiar with the applicable Delaware and federal laws that would apply to a U.S. holding company, which may be more attractive to U.S.-based investors as compared to the laws of England and Wales. The Board believes that a U.S. holding company may enhance shareholder value over the long term with greater acceptance of us in the capital markets, improved marketability of our shares and more efficiency in our operations.

Furthermore, the incremental tax cost of being a U.S.-based multinational corporation has decreased materially as a result of U.S. corporate tax reform. While our tax rate is expected to immaterially increase as a result of the proposed Redomestication, we will be able to more efficiently utilize the deferred tax assets on our balance sheet. Due to tax law changes in the U.S. and the U.K., the Board believes the beneficial tax arbitrage of remaining a U.K.-domiciled company under the corporate structure put in place at the time of our initial public offering have been significantly reduced.

For the foregoing reasons, the Board also believes that the shareholder returns that can be driven by executing the current strategy as a U.S.-based holding company far outweigh the additional income taxes the BrightSphere Group would expect to pay as a result of the proposed Redomestication. The Redomestication will allow for improvement in operations and reduce administrative costs while simplifying the corporate structure and governance and regulatory framework, including the BrightSphere Group’s tax position. Following a thorough review, the Board has determined that having the ultimate holding company of the BrightSphere Group incorporated in the U.S. will increase opportunities for growth and is best for the BrightSphere Group, its shareholders, its Affiliates and its employees.

After considering various factors, the Board determined that it was advisable to proceed with the Redomestication. The Board’s determination that Delaware is the preferred jurisdiction of incorporation of the parent of the BrightSphere Group was based on many factors, including:

Delaware offers predictable and well-established corporate laws;

Delaware has a well-developed legal system that we believe encourages high standards of     corporate governance and provides stockholders with substantial rights;

the perception of a Delaware corporation among regulatory authorities, investors and creditors as     being highly favorable; and

Delaware corporate law provides significant flexibility around corporate transactions, including     the issuance of equity and the payment of dividends, while at the same time protecting the rights     of stockholders.

23




BrightSphere-United Kingdom cannot assure you that the anticipated benefits of the Redomestication will be realized. In addition, despite the potential benefits described above, the Redomestication will expose you and the BrightSphere Group to potential risks, including relating to future income tax policy in the United States. Please see the discussion under “Risk Factors.”

The Board has considered both the potential advantages of the Redomestication and these potential risks and has unanimously approved the actions required to carry out the Redomestication, including the Scheme of Arrangement, and recommends unanimously that shareholders vote for the approval of the Proposals.

Overview of the Scheme of Arrangement
The process of replacing BrightSphere-United Kingdom with BrightSphere-Delaware as the holding company will be implemented through a Court-approved Scheme of Arrangement, which is an English law statutory process under Sections 895 to 899 of the U.K. Companies Act 2006 (the “U.K. Companies Act”). If the Scheme of Arrangement is approved and becomes effective, it will result in (i) holders of Ordinary Shares of BrightSphere-United Kingdom becoming holders of the same number of shares of Common Stock of BrightSphere-Delaware as the number of Ordinary Shares that they held immediately prior to the Effective Date, and (ii) BrightSphere-United Kingdom becoming a wholly-owned subsidiary of BrightSphere-Delaware.
BrightSphere-Delaware and its subsidiaries will have the same business and operations immediately after the Effective Date as BrightSphere-United Kingdom and its subsidiaries will have immediately before the Effective Date. The assets and liabilities of BrightSphere-Delaware and its subsidiaries immediately after the Effective Date will not differ from the assets and liabilities of BrightSphere-United Kingdom and its subsidiaries before the Effective Date, save for any costs arising in relation to implementation of the Redomestication and matters ancillary thereto.
The Scheme of Arrangement will require the approval of BrightSphere-United Kingdom’s shareholders at the Court Meeting.
Issue of New BrightSphere-Delaware Common Stock
Under the Scheme of Arrangement, BrightSphere-Delaware will issue new Common Stock to holders of Ordinary Shares, so that such holders will receive one share of Common Stock for every one Ordinary Share held at the Scheme Record Time.
The Common Stock to be issued pursuant to the Scheme of Arrangement will be issued and credited as fully paid and will rank pari passu in all respects with the sole share of Common Stock that is expected to be issued and outstanding on the Effective Date (which sole share of Common Stock will be held by BrightSphere-United Kingdom), including in relation to the right to receive notice of, and to attend and vote at, meetings of stockholders of BrightSphere-Delaware, the right to receive and retain any dividends declared, made or paid by reference to a record date falling after the Effective Date and to participate in the assets of BrightSphere-Delaware upon a winding-up of BrightSphere-Delaware. The new Common Stock to be issued pursuant to the Scheme of Arrangement will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. For more information about the Common Stock, refer to “Description of BrightSphere-Delaware Capital Stock.”

In the case of Ordinary Shares currently held in the name of Cede & Co. (the “DTC Nominee”), as nominee for DTC, BrightSphere-Delaware will issue the new shares of Common Stock to the DTC Nominee. Computershare will serve as the transfer agent and registrar for all of the Common Stock of BrightSphere-Delaware. The shares of Common Stock to be issued by BrightSphere-Delaware to the DTC Nominee will be recorded in the name of the DTC Nominee on the share register maintained by Computershare. The DTC Nominee will hold the Common Stock recorded in its name as nominee for the holders of Ordinary Shares who participate in the DTC system. Holders of Ordinary Shares will beneficially own their Common Stock through their broker, dealer or other nominee who is a

24



direct participant in the DTC system, which will be reflected on DTC’s system in the name of such broker, dealer or other nominee. All other Common Stock issued by BrightSphere-Delaware, including Common Stock issuable in respect of BrightSphere-United Kingdom Ordinary Shares currently held outside DTC, will be recorded in book-entry form on the share register maintained by Computershare in the name of the registered/legal owner thereof.

This registration statement on Form S-4 registers the issuance of all shares of Common Stock to be issued in exchange for Ordinary Shares pursuant to the Scheme of Arrangement.

Certain holders of Ordinary Shares may be required to recognize a gain on the exchange if they do not elect to include certain amounts as a deemed dividend.

An application will be submitted to the NYSE for listing the Common Stock under the symbol “BSIG,” the same symbol under which the Ordinary Shares are listed currently. It is expected that the Common Stock will be admitted to trading on the NYSE and that normal settlement will commence on or around the Effective Date.

Transfer of Existing Ordinary Shares to CDRNL
As part of the Scheme of Arrangement, immediately following the issuance of the new Common Stock to holders of Ordinary Shares, all of the Ordinary Shares issued at the Scheme Record Time will be transferred to CDRNL, a professional nominee shareholder entity, which will hold those Ordinary Shares as a nominee for the Depositary. BrightSphere-United Kingdom and BrightSphere-Delaware have entered into an agreement with CDRNL and the Depositary pursuant to which, subject to the Ordinary Shares being transferred to CDRNL under the Scheme of Arrangement, the Depositary will issue to BrightSphere-Delaware an equivalent number of depositary interests representing those Ordinary Shares. Such depositary interests will be issued on terms such that the holders of those depositary interests will effectively have economic ownership of, and the right to direct the exercise of the voting rights attached to, the underlying Ordinary Shares, and therefore, as a result of such issuance of depositary interests, following the Scheme of Arrangement, BrightSphere-Delaware will be the effective economic owner and controller of BrightSphere-United Kingdom.
The Ordinary Shares will be acquired by CDRNL, as nominee of the Depository, with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of the transfer or thereafter attaching thereto. As a result, any and all rights and interests of any holder of Ordinary Shares in or in respect of such Ordinary Shares will be extinguished and the holder will have no ongoing entitlement, right or interest in the Ordinary Shares following such transfer.
The last day of trading in Ordinary Shares prior to their transfer to CDRNL pursuant to the Scheme of Arrangement is expected to be July 12, 2019. The last time for registration of transfers of Ordinary Shares prior to their transfer to CDRNL pursuant to the Scheme of Arrangement is expected to be 6:00 p.m. U.S. Eastern Time on July 12, 2019.
These dates may be deferred if it is necessary to adjourn any meetings required to approve the arrangements described in this proxy statement/prospectus or if there is any delay in obtaining the Court’s sanction of the Scheme of Arrangement. In the event of a delay for these or any other reasons, the application for the Ordinary Shares to be exchanged will be deferred, so that the Ordinary Shares will remain listed on the NYSE, only to be suspended immediately before the Scheme of Arrangement takes effect.
Certificates
Immediately following BrightSphere-Delaware’s issuance of Common Stock, on the Effective Date, (i) appropriate entries will be made in BrightSphere-United Kingdom’s register of members to reflect the transfer of Ordinary Shares to CDRNL, and BrightSphere-United Kingdom will arrange for the delivery to CDRNL of a share certificate with respect to its holding of such Ordinary Shares, and (ii) the Depositary will issue to BrightSphere-Delaware the depositary interests representing Ordinary Shares to be issued to BrightSphere-Delaware by the Depositary.

25



Certificates Representing Ordinary Shares
With effect from and including the Effective Date, all certificates and other documents or entries representing holdings of Ordinary Shares will cease to be valid with respect to such holdings and such holders will be bound at the request of BrightSphere-United Kingdom to deliver such certificates for cancellation to BrightSphere-United Kingdom or to any person appointed by BrightSphere-United Kingdom to receive the same.
Mandates
Each mandate in force at the Scheme Record Time relating to the payment of dividends on Ordinary Shares and each instruction then in force as to notices and other communications from BrightSphere-United Kingdom shall, unless and until varied or revoked, be deemed from and including the Effective Date to be a valid and effective mandate or instruction to BrightSphere-Delaware in relation to the corresponding shares of Common Stock to be issued pursuant to the Scheme of Arrangement.
Costs
BrightSphere-United Kingdom is authorized and permitted to pay all the costs and expenses incurred by it and BrightSphere-Delaware relating to the preparation and implementation of the Redomestication.
Effective Date
The Scheme of Arrangement is expected to become effective on July 12, 2019 (or such other date (being a date on or after an office copy of the Order of the Court sanctioning the Scheme of Arrangement under section 899 of the U.K. Companies Act shall have been duly delivered to the Registrar of Companies for registration) as BrightSphere-United Kingdom shall in its discretion determine). Unless the Scheme of Arrangement becomes effective on or before midnight U.S. Eastern Time on July 12, 2019 (or such later date, if any, as BrightSphere-United Kingdom and BrightSphere-Delaware may agree and the Court may allow), it will lapse and never become effective.
Modification
BrightSphere-United Kingdom and BrightSphere-Delaware may jointly consent on behalf of all persons concerned to any modification of or addition to the Scheme of Arrangement or to any condition that the Court may approve or impose.
Governing Law
The Scheme of Arrangement is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the English Courts.
Conditions to Consummation of the Scheme of Arrangement and the Redomestication
Neither the Scheme of Arrangement nor the Redomestication will be effected unless the following conditions are satisfied:
the Scheme of Arrangement Proposal is approved at the Court Meeting by (i) a majority in number of those Ordinary Shares who are present and voting, either in person or by proxy, at the Court Meeting, and (ii) 75% or more of the nominal value of the Ordinary Shares voted (either in person or by proxy) at the Court Meeting;
the Court grants the requisite Court Order sanctioning the Scheme of Arrangement (in determining whether to grant such order, the Court will decide whether the Scheme of Arrangement is reasonable, whether various statutory and other legal requirements have been complied with and satisfied with respect to it and certain other matters; the Court has discretion whether to sanction the Scheme of Arrangement and there can be no certainty that it will do so);

26



the General Meeting Proposal is approved by at least 75% of Ordinary Shares present or represented by proxy and voting at the General Meeting;
no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Scheme of Arrangement; and
no order or injunction of a court of competent jurisdiction is in effect that prevents the consummation of the Scheme of Arrangement.
We also will not complete the Redomestication unless we are able to obtain the consent of the lenders under BrightSphere-United Kingdom’s revolving credit facility to transfer of BrightSphere-United Kingdom’s obligations under such revolving credit facility by BrightSphere-Delaware.

Sanctioning of the Scheme of Arrangement by the Court
BrightSphere-United Kingdom has made an application to the Court for an order to convene the Court Meeting. Subsequent and subject to approval of the Scheme of Arrangement by the shareholders of BrightSphere-United Kingdom at the Court Meeting, BrightSphere-United Kingdom must apply for the Court Order sanctioning the Scheme of Arrangement. If the Court Order is granted and the conditions to closing are satisfied, then the Scheme of Arrangement will become effective on the date that we lodge a copy of the Court Order with the Registrar of Companies in England and Wales.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinions of BrightSphere-United Kingdom shareholders.

The approvals by the shareholders of BrightSphere-United Kingdom and the Court of the Scheme of Arrangement shall remain valid notwithstanding any change in our business or financial condition or any transactions undertaken by us.

Effective Date of the Scheme of Arrangement and the Redomestication
The Scheme of Arrangement and the Redomestication are expected to become effective on July 12, 2019, the Effective Date.

Management of BrightSphere-Delaware
When the Redomestication is completed, the executive officers and directors of BrightSphere-United Kingdom immediately prior to the completion of the Redomestication will be the executive officers and directors of BrightSphere-Delaware. BrightSphere-Delaware’s Certificate of Incorporation and Bylaws, as they will be in effect after the Redomestication, provide for a single class of directors, just as BrightSphere-United Kingdom currently does, and BrightSphere-Delaware’s directors will be subject to re-election at the next annual meeting of stockholders of BrightSphere-Delaware following the completion of the Redomestication.
Interests of Certain Persons in the Scheme of Arrangement
Except for the indemnification arrangements described in this proxy statement/prospectus or any interest arising from his or her ownership of securities of BrightSphere-United Kingdom, no person who has been a director or executive officer of BrightSphere-United Kingdom at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Scheme of Arrangement.


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Regulatory Matters
We are not aware of any governmental approvals or actions that are required to complete the Scheme of Arrangement or the Redomestication other than compliance with U.S. federal and state securities laws, Delaware corporate law, the corporate laws of England and Wales, and Court approval of the Scheme of Arrangement. We do not believe that any significant regulatory approvals will be required to effect the Scheme of Arrangement or the Redomestication.

No Appraisal Rights
Holders of Ordinary Shares may attend and raise objections at the Court Hearing, where the Court will consider sanctioning the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under the laws of England and Wales.

No Action Required to Transfer Ordinary Shares and Receive Shares of Common Stock
Assuming the Scheme of Arrangement becomes effective, Ordinary Shares will be exchanged for shares of Common Stock, which will be issued to you without any action on your part. All of BrightSphere-Delaware’s shares of Common Stock will be issued in uncertificated book-entry form. Our transfer agent will make an electronic book-entry in your name and will mail you a statement evidencing your ownership of Common Stock.

Equity Plans

BrightSphere-United Kingdom currently sponsors the Equity Plans. As part of the internal reorganization of the BrightSphere Group as part of the Redomestication, BrightSphere-Delaware will adopt and assume the sponsorship of the Equity Plans for purposes of granting new equity awards to employees and directors of the BrightSphere Group after the Scheme Effective Date. The Equity Plans, as so adopted, will be amended and restated to reflect their adoption by BrightSphere-Delaware and the Scheme of Arrangement, and to make certain other updates (the “Restated Equity Plans”). The adoption and restatement of the Equity Plans is contingent upon the effectuation of the Scheme of Arrangement and subject to approval of the General Meeting Proposal by BrightSphere-United Kingdom shareholders. For more information about how the Equity Plans will be amended and restated to give effect to the Redomestication, refer to “The General Meeting Proposal, Adoption, Assumption and Restatement of Equity Plans,” below.

Stockholder Agreement and Registration Rights Agreement

On May 17, 2019, BrightSphere-Delaware entered into a Stockholder Agreement and Registration Rights Agreement with Paulson & Co. containing substantially similar rights to the rights currently provided to Paulson & Co. under its existing shareholder agreement and registration rights agreement with BrightSphere-United Kingdom, which agreements will become effective upon consummation of the Redomestication.

Stock Exchange Listing
Ordinary Shares are currently listed on the NYSE. BrightSphere-United Kingdom will submit an application to the NYSE and expects that, immediately following the consummation of the Redomestication, the Common Stock will be listed on the NYSE under the symbol “BSIG,” the same symbol under which the Ordinary Shares are currently listed.
Accounting Treatment of the Redomestication
The Redomestication and related internal reorganization will be accounted for consistent with a reorganization of entities under common control.  Accordingly, the transfer of the assets and liabilities and exchange of shares will be recorded in the new entity (BrightSphere-Delaware) at their carrying amounts from transferring entity (BrightSphere-United Kingdom) at the date of transfer.

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Structure of the Redomestication
The following chart sets forth the current structure of the BrightSphere Group prior to the Redomestication, with BrightSphere-United Kingdom as parent:
preredomicilecharta04.jpg
The following chart sets forth the proposed structure of the BrightSphere Group immediately following the Redomestication, with BrightSphere-Delaware as parent:
postredomicilechartv2a03.jpg

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Effect of the Scheme of Arrangement and the Redomestication on Reporting Obligations of the BrightSphere Group
Upon completion of the Redomestication, BrightSphere-Delaware will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of the NYSE as BrightSphere-United Kingdom before the Redomestication, and BrightSphere-Delaware will report the BrightSphere Group’s consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. BrightSphere-Delaware will be required to file periodic reports on Forms 10-K, 10-Q and 8-K with the SEC and comply with the proxy rules, as currently required of BrightSphere-United Kingdom.
Until such time as BrightSphere-United Kingdom is wound up, it will continue to file any documents (such as its annual report and confirmation statement) required under the U.K. Companies Act to be filed with the Registrar of Companies in England and Wales.

Required Vote

A quorum is required for the transaction of business at the Court Meeting. The presence, in person or by proxy, at the Court Meeting of at least two shareholders of record will constitute a quorum.

To be approved, the Scheme of Arrangement Proposal must receive the affirmative vote of both (i) a majority in number of those holders of Ordinary Shares who are entitled to vote who are present and vote, either in person or by proxy, at the Court Meeting, and (ii) 75% or more of the nominal value of the Ordinary Shares voted (either in person or by proxy) at the Court Meeting. Only voting Ordinary Shares held of record as of the Record Shareholder Voting Record Date will count towards the majority requirement described in clause (i) of the preceding sentence. Voting Ordinary Shares held in “street name” will not count towards the majority requirement.

Each holder of Ordinary Shares represented in person or by proxy at the Court Meeting is entitled to one vote per Ordinary Share owned as of the applicable Voting Record Date.

As of the Notice Record Date, 91,869,338 Ordinary Shares of BrightSphere-United Kingdom were outstanding and there were two shareholders of record.

Paulson & Co., BrightSphere-United Kingdom’s largest shareholder, which owned approximately 21.8% of the Ordinary Shares that were outstanding as of the Notice Record Date, has agreed to vote all of its Ordinary Shares “FOR” the approval of the Scheme of Arrangement Proposal, pursuant to a Voting Agreement entered into with BrightSphere-United Kingdom, provided that the terms of the Redomestication submitted for the consideration and vote of the shareholders of BrightSphere-United Kingdom are not materially different from the terms provided in this proxy statement/prospectus.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinions of BrightSphere-United Kingdom Shareholders.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE SCHEME OF ARRANGEMENT PROPOSAL.


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THE GENERAL MEETING PROPOSAL

At the General Meeting, shareholders will be asked to approve an amendment to BrightSphere-United Kingdom’s Articles of Association, substantially in the form attached as Appendix G to the accompanying proxy statement, that will enable BrightSphere-United Kingdom to effectuate the Scheme of Arrangement, to approve BrightSphere-Delaware’s adoption, assumption and restatement of the Equity Plans substantially in the forms attached as Appendix B and Appendix C, and to authorize the directors of BrightSphere-United Kingdom to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

Amendment to BrightSphere-United Kingdom’s Articles of Association

The following description of the amendment to BrightSphere-United Kingdom’s Articles of Association is qualified in its entirety by reference to the complete text of the amendment, which is attached to this proxy statement/ prospectus as Appendix G in the form substantially as it will be in effect upon completion of the Redomestication. We urge you to read carefully the amendment to BrightSphere-United Kingdom’s Articles of Association in its entirety.

The purpose of the amendment to BrightSphere-United Kingdom’s Articles of Association is to avoid any person being left with unlisted Ordinary Shares after the Effective Date and to otherwise facilitate implementation of the Scheme of Arrangement and the Redomestication. In addition, the amendment is to ensure that Ordinary Shares issued after the Effective Date, if any, are subject to the Scheme of Arrangement and as such will be exchanged on a one-to-one basis for shares of Common Stock, as described above. The amendment is required for the Scheme of Arrangement to be carried out and for the Redomestication to occur.

Adoption, Assumption, and Restatement of Equity Plans

BrightSphere-United Kingdom currently sponsors the Equity Plans. As part of the internal reorganization of the BrightSphere Group as part of the Redomestication, BrightSphere-Delaware will adopt and assume the sponsorship of the Equity Plans for purposes of granting new equity awards to employees and directors of the BrightSphere Group after the Scheme Effective Date. The Equity Plans, as so adopted, will be amended and restated, contingent upon and subject to approval of the Scheme of Arrangement Proposal and the General Meeting Proposal, to reflect their adoption by BrightSphere-Delaware and the Scheme of Arrangement, and to make certain other updates. The restatement of the Equity Plans will become effective as of the Scheme Effective Date, and will include changes to:

provide that shares of BrightSphere-Delaware Common Stock will be issued, held, available or used to measure benefits as appropriate under the Restated Equity Plans in lieu of Ordinary Shares of BrightSphere-United Kingdom on a one-for-one basis;

provide for the appropriate substitution of BrightSphere-Delaware for BrightSphere-United Kingdom as the sponsor and issuing corporation under the Restated Equity Plans;

provide for the assumption by BrightSphere-Delaware of awards that are outstanding under the Equity Plans and under the 2014 Employee Plan immediately prior to the Effective Date, together with BrightSphere-United Kingdom’s existing rights and obligations thereunder;

remove terms specific to the laws of England and Wales; and

reflect certain changes to the U.S. Internal Revenue Code enacted in December 2017 as part of the 2017 Tax Reform Act.


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The term of each of the Restated Equity Plans, and the number of shares available for issuance of awards under each of the Restated Equity Plans, will be unchanged from those under the current terms of the Equity Plans.

Approval by the stockholders of BrightSphere-United Kingdom of the Scheme of Arrangement will also constitute stockholder approval of the adoption and assumption by BrightSphere-Delaware of the Restated Employee Plan and the Restated NED Plan, in the forms attached as Appendix B and Appendix C, respectively, to this proxy statement/prospectus, and the substitution of BrightSphere-Delaware for BrightSphere-United Kingdom as the granting corporation under the Restated Equity Plans. In particular, stockholder approval of the Restated Employee Plan will also constitute stockholder approval of the substitution of BrightSphere-Delaware as the granting corporation in place of BrightSphere-United Kingdom for purposes of the award of future incentive stock options under the Restated Employee Plan pursuant to Sections 421 and 422 of the Internal Revenue Code.

Upon the Scheme Effective Date, all options, awards of restricted stock and restricted stock units and any other equity-based awards outstanding under the Equity Plans and the 2014 Employee Plan will be assumed by BrightSphere-Delaware under the terms of the Restated Employee Plan and the Restated NED Plan, as applicable. In general, it is not expected that U.S. and Hong Kong taxpayers will recognize ordinary income at the time BrightSphere-Delaware assumes their outstanding options, restricted share unit awards or restricted shares under the Equity Plans. However, holders of awards under the Equity Plans who are taxpayers in the United Kingdom will be asked to provide their consent to the assumption and conversion of their awards by BrightSphere-Delaware, contingent upon the effectuation of the Scheme of Arrangement, in order to implement the conversion in a tax efficient manner. Certain tax reporting may be required by BrightSphere-Delaware or one of its affiliates and/or the holder of the applicable equity award as a result of the conversion of the equity awards. Depending on the country where the holders are citizens or residents or the country where they resided during the life of the BrightSphere-United Kingdom awards, the conversion of equity awards may trigger certain regulatory filings or notices to employees concerning the tax or regulatory consequences of the Scheme of Arrangement. Determining the actual tax consequences of the assumption by BrightSphere-Delaware of outstanding awards under the Equity Plans may be complex and will depend on your specific situation. This discussion is for informational purposes and does not constitute tax advice. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Redomestication on your outstanding Equity Plan awards in the light of your individual circumstances.

Effect of the General Meeting Proposal

The approval of the General Meeting Proposal is a prerequisite to the completion of the Redomestication. If the General Meeting Proposal is not approved, the Redomestication cannot be completed.

Required Vote

A quorum is required for the transaction of business at the General Meeting. The presence, in person or by proxy, at the General Meeting of at least two shareholders will constitute a quorum.

To be approved, the General Meeting Proposal requires the affirmative vote of 75% or more of the votes cast at the General Meeting, whether in person or by proxy.

Each holder of Ordinary Shares represented in person or by proxy at the General Meeting is entitled to one vote per Ordinary Share owned as of the applicable Voting Record Date.

As of the Notice Record Date, 91,869,338 Ordinary Shares of BrightSphere-United Kingdom were outstanding and there were two shareholders of record.

Paulson & Co., BrightSphere-United Kingdom’s largest shareholder, which owned approximately 21.8% of the Ordinary Shares that were outstanding as of the Notice Record Date, has agreed to vote all of its Ordinary Shares “FOR” the approval of the Scheme of Arrangement Proposal, pursuant to a Voting Agreement entered into with BrightSphere-United Kingdom, provided that the terms of the Redomestication submitted for the consideration and

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vote of the shareholders of BrightSphere-United Kingdom are not materially different from the terms provided in this proxy statement/prospectus.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE GENERAL MEETING PROPOSAL.



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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDOMESTICATION TO HOLDERS OF BRIGHTSPHERE-UNITED KINGDOM ORDINARY SHARES
The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders and to Non-U.S. Holders (each as defined below) of (i) exchanging BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication and (ii) owning and disposing of shares of BrightSphere-Delaware Common Stock that are received pursuant to the Redomestication. This discussion is based on and subject to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, published guidance of the U.S. Internal Revenue Service (the “IRS”) and court decisions, in each case, as of the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. The following discussion assumes that the Redomestication will be consummated as described herein, and applies only to U.S. Holders and Non-U.S. Holders that hold their BrightSphere-United Kingdom Ordinary Shares, and that will hold their shares of BrightSphere-Delaware Common Stock received pursuant to the Redomestication, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder in light of that holder’s individual circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, the alternative minimum tax, or to any holder subject to special treatment under the Code, such as:
banks or other financial institutions;
real estate investment trusts and regulated investment companies;
tax-exempt organizations;
governments, agencies or instrumentalities thereof, or entities they control;
insurance companies;
traders, brokers, or dealers in securities, commodities, or currencies;
tax-qualified retirement plans;
U.S. Holders whose functional currency is not the U.S. dollar;
U.S. expatriates and former citizens or long-term residents of the United States;
“passive foreign investment companies” and their shareholders;
“controlled foreign corporations” and their shareholders, or any foreign corporation with respect to which there are one or more “United States shareholders” within the meaning of Section 951(b) of the Code;
corporations that accumulate earnings to avoid U.S. federal income tax;
persons who hold their BrightSphere-United Kingdom Ordinary Shares or shares of BrightSphere-Delaware Common Stock as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction or synthetic security;
persons who purchase or sell their BrightSphere-United Kingdom Ordinary Shares or shares of BrightSphere-Delaware Common Stock as part of a wash sale for tax purposes;
“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, grantor trusts, or other pass-through entities (and investors therein);
persons who received their BrightSphere-United Kingdom Ordinary Shares or shares of BrightSphere-Delaware Common Stock through the exercise of employee stock options or otherwise as compensation;
persons subject to special tax accounting rules as a result of any item of gross income with respect to BrightSphere-United Kingdom Ordinary Shares or shares of BrightSphere-Delaware Common Stock being taken into account in a financial statement;

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persons who own or have owned, or are deemed to own or have owned (including for purposes of determining “United States shareholder” status under Section 951(b) of the Code), 5% or more of the BrightSphere-United Kingdom Ordinary Shares; and
persons who, upon exchanging their BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock, will own or be deemed to own 5% or more of the shares of BrightSphere-Delaware Common Stock.
This discussion also does not address any considerations under the U.S. federal tax laws other than those pertaining to the income tax, nor does it address any state, local or non-U.S. tax consequences, potential consequences under any applicable tax treaty, or any consequences arising from any separate arrangement or agreement that a holder of BrightSphere-United Kingdom Ordinary Shares or shares of BrightSphere-Delaware Common Stock may have relating to the Redomestication or relating to the other transactions or arrangements described herein. We do not intend to seek any rulings from the IRS with respect to the Redomestication, and there can be no assurance that the IRS will not take a position contrary to the tax consequences described herein or that such a contrary position would not be sustained by a court.
For purposes of this discussion, a “U.S. Holder” means a beneficial owner of BrightSphere-United Kingdom Ordinary Shares or, after the completion of the Redomestication, shares of BrightSphere-Delaware Common Stock received in the Redomestication, that for U.S. federal income tax purposes is:
an individual who is a citizen or resident of the United States;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.
For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of BrightSphere-United Kingdom Ordinary Shares or, after the completion of the Redomestication, shares of BrightSphere-Delaware Common Stock received in the Redomestication, that is an individual, corporation, estate or trust and, in each case, is not a U.S. Holder.
If a partnership, including for this purpose any arrangement or entity that is treated as a partnership for U.S. federal income tax purposes, holds BrightSphere-United Kingdom Ordinary Shares or, after the completion of the Redomestication, shares of BrightSphere-Delaware Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership for U.S. federal income tax purposes and the partners in such partnership are encouraged to consult their tax advisors about the U.S. federal income tax consequences of the Redomestication and of the ownership and disposition of shares of BrightSphere-Delaware Common Stock.
HOLDERS OF BRIGHTSPHERE-UNITED KINGDOM ORDINARY SHARES OR, AFTER THE COMPLETION OF THE REDOMESTICATION, SHARES OF BRIGHTSPHERE-DELAWARE COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMESTICATION AND OF THE OWNERSHIP AND DISPOSITION OF SHARES OF BRIGHTSPHERE-DELAWARE COMMON STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Characterization of the Exchange of BrightSphere-United Kingdom Ordinary Shares for Shares of BrightSphere-Delaware Common Stock Pursuant to the Redomestication
In the opinion of Morgan Lewis, for U.S. federal income tax purposes, the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication should be treated as part of a reorganization described in Section 368(a)(1)(D) of the Code. However, the opinion of Morgan Lewis described above is based on certain factual representations, covenants and assumptions, and assumes that the parties will comply with certain reporting obligations under the Code. If any of these representations or assumptions are inconsistent with the actual facts, the U.S. federal income tax treatment of the exchange could be adversely affected. Morgan Lewis’s opinion is not binding on the IRS or any court. In addition, there is some uncertainty regarding whether the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication will qualify for such treatment because there is no authority directly addressing a transaction involving the same facts as the Redomestication. In particular, the characterization of the transaction for U.S. federal income tax purposes depends, in part, on the application of the “step transaction doctrine” articulated over time through judicial decisions and IRS rulings to integrate various component steps of the overall Redomestication, and those decisions and rulings address facts that are not identical to the facts involved in the Redomestication transactions. Moreover, the characterization of the transaction for U.S. federal income tax purposes involves the application of principles articulated in judicial decisions and IRS rulings in order to determine that certain specific statutory or regulatory requirements have been satisfied, and the relevant decisions and rulings address facts that are not identical to the facts involved in the Redomestication transactions. While we intend to take the position that the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication is part of a reorganization described in Section 368(a)(1)(D) of the Code, as discussed above, we do not intend to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Redomestication. Consequently, while it is unlikely that any challenge would ultimately be sustained, no assurance can be given that the IRS will not challenge the qualification of the Redomestication as a reorganization described in Section 368(a)(1)(D) of the Code, or that a court would not sustain such challenge. The remainder of this discussion of U.S. federal income tax considerations assumes that the exchange of BrightSphere-United Kingdom Ordinary Shares for shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication will be treated as part of a reorganization described in Section 368(a)(1)(D) of the Code.
Material U.S. Federal Income Tax Consequences of the Redomestication to U.S. Holders of BrightSphere-United Kingdom Ordinary Shares
Receipt of Shares of BrightSphere-Delaware Common Stock in a Section 368(a)(1)(D) Reorganization
Provided that BrightSphere-United Kingdom is not and has not during the U.S. Holder’s holding period been a passive foreign investment company (as discussed below under “Passive Foreign Investment Company Status”), a U.S. Holder that receives shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication will not recognize any gain with respect to such receipt of the shares of BrightSphere-Delaware Common Stock if the U.S. Holder elects to include as a deemed dividend the “all earnings and profits amount” attributable to its BrightSphere-United Kingdom Ordinary Shares by timely filing a notice of such election pursuant to Treasury Regulations under Section 367(b) of the Code, including providing notification of the election to BrightSphere-United Kingdom or BrightSphere-Delaware, as the successor, on or before the filing of the notice. We intend to provide a U.S. Holder with the information needed to substantiate the U.S. Holder’s all earnings and profits amount. If a U.S. Holder does not elect to include the all earnings and profits amount, the U.S. Holder will recognize gain (if any) on the exchange under those Treasury Regulations. A U.S. Holder will not recognize any loss with respect to the receipt of shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication. The requirement to either recognize gain or elect to include the all earnings and profits amount does not apply to a U.S. Holder whose BrightSphere-United Kingdom Ordinary Shares have a fair market value of less than $50,000 as of the date of the exchange.

A U.S. Holder that elects to include the all earnings and profits amount will have an aggregate adjusted tax basis in the shares of BrightSphere-Delaware Common Stock received in the Redomestication equal to the aggregate adjusted tax basis of the BrightSphere-United Kingdom Ordinary Shares surrendered in exchange therefor, increased by the all earnings and profits amount. A U.S. Holder that does not make the election and recognizes gain on the

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exchange of BrightSphere-United Kingdom Ordinary Shares will have an aggregate adjusted tax basis in the shares of BrightSphere-Delaware Common Stock received in exchange therefor in the Redomestication equal to their fair market value, and, in the case of any BrightSphere-United Kingdom Ordinary Shares surrendered as to which no gain is recognized, will have an aggregate adjusted tax basis in shares of BrightSphere-Delaware Common Stock received equal to the aggregate adjusted tax basis of the BrightSphere-United Kingdom Ordinary Shares, surrendered therefor. Other U.S. Holders will have an aggregate adjusted tax basis in the shares of BrightSphere-Delaware Common Stock received in the Redomestication equal to the aggregate adjusted tax basis of the BrightSphere-United Kingdom Ordinary Shares surrendered in exchange therefor. The holding period for shares of BrightSphere-Delaware Common Stock received in the Redomestication will generally include the holding period for the BrightSphere-United Kingdom Ordinary Shares surrendered in exchange therefor. However, there is a possibility that a U.S. Holder that recognizes gain on the exchange of BrightSphere-United Kingdom Ordinary Shares would not be allowed to include the holding period for those BrightSphere-United Kingdom Ordinary Shares surrendered in exchange.

U.S. Holders should consult their tax advisors about any reporting requirements and information statements that could be applicable with respect to the Redomestication and any potential consequences, including penalties, associated with a failure to satisfy such requirements.
Passive Foreign Investment Company Status
We believe that BrightSphere-United Kingdom was not a “passive foreign investment company” (generally, a foreign corporation that has a specified percentage of “passive” income or assets in a taxable year, after the application of certain “look-through” rules) for U.S. federal income tax purposes for any prior taxable year and do not expect it to be a passive foreign investment company for its 2019 taxable year. If BrightSphere-United Kingdom was a passive foreign investment company for any taxable year during which a U.S. Holder held BrightSphere-United Kingdom Ordinary Shares, certain adverse tax consequences, including recognition of gain and application of an interest charge, could apply to such U.S. Holder as a result of the Redomestication, unless an exception under the relevant U.S. Treasury Regulations can be relied upon. You should consult your tax advisor regarding the status of BrightSphere-United Kingdom as a passive foreign investment company for any taxable year during which you held BrightSphere-United Kingdom Ordinary Shares and the implications of such status on the U.S. federal income tax consequences of the BrightSphere-United Kingdom to you.
Material U.S. Federal Income Tax Considerations to U.S. Holders of Owning and Disposing of Shares of BrightSphere-Delaware Common Stock Received in the Redomestication
Distributions on Shares of BrightSphere-Delaware Common Stock
Any distribution made by us to a U.S. Holder with respect to shares of BrightSphere-Delaware Common Stock will generally be includible in the U.S. Holder’s gross income, in the year actually or constructively received, as a dividend to the extent that such distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). We expect that no BrightSphere-United Kingdom earnings and profits will carry over to BrightSphere-Delaware in the Redomestication. To the extent that the amount of the distribution exceeds the U.S. Holder’s share of our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the U.S. Holder’s tax basis in the shares of BrightSphere-Delaware Common Stock in respect of which the distribution is made, and then, to the extent such excess amount exceeds the U.S. Holder’s tax basis in those shares of BrightSphere-Delaware Common Stock, as capital gain subject to the treatment described below under “Dispositions of Shares of BrightSphere-Delaware Common Stock”. Subject to applicable limitations and requirements, dividends received on shares of BrightSphere-Delaware Common Stock generally should be eligible for the “dividends received deduction” available to corporate shareholders. A dividend paid by us to certain non-corporate U.S. Holders, including individuals, generally will be subject to taxation at preferential rates if certain holding period requirements are met.

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Dispositions of Shares of BrightSphere-Delaware Common Stock
A U.S. Holder will generally recognize taxable gain or loss on any sale, taxable exchange or other taxable disposition of a share of BrightSphere-Delaware Common Stock equal to the difference between the amount realized for such share of BrightSphere-Delaware Common Stock and the U.S. Holder’s adjusted tax basis in such share of BrightSphere-Delaware Common Stock. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, on the date of the disposition, the U.S. Holder has a holding period in such share of BrightSphere-Delaware Common Stock that exceeds one year. Long-term capital gains derived by certain non-corporate U.S. Holders, including individuals, are generally subject to taxation at preferential rates. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Dividend payments with respect to shares of BrightSphere-Delaware Common Stock and proceeds of a disposition of shares of BrightSphere-Delaware Common Stock will generally be subject to information reporting to the IRS and may be subject to U.S. backup withholding (currently, at a rate of 24%) unless a U.S. Holder furnishes such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9) and complies with other applicable certification requirements, or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be credited against a U.S. Holder’s federal income tax liability, and may entitle a U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.
Material U.S. Federal Income Tax Consequences of the Redomestication to Non-U.S. Holders of BrightSphere-United Kingdom Ordinary Shares
A Non-U.S. Holder that receives shares of BrightSphere-Delaware Common Stock pursuant to the Redomestication will not recognize any gain or loss with respect to such receipt of the shares of BrightSphere-Delaware Common Stock. A Non-U.S. Holder will have an aggregate adjusted tax basis in the shares of BrightSphere-Delaware Common Stock received in the Redomestication equal to the aggregate adjusted tax basis of the BrightSphere-United Kingdom Ordinary Shares surrendered therefor. The holding period for shares of BrightSphere-Delaware Common Stock received in the Redomestication will generally include the holding period for the BrightSphere-United Kingdom Ordinary Shares surrendered in exchange therefor.
Non-U.S. Holders should consult their tax advisors about reporting requirements and information statements that could be applicable with respect to the Redomestication and any potential consequences, including penalties, associated with a failure to satisfy such requirements.
Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Owning and Disposing of Shares of BrightSphere-Delaware Common Stock Received in the Redomestication
Distributions on Shares of BrightSphere-Delaware Common Stock
Any distribution made by us to a Non-U.S. Holder with respect to shares of BrightSphere-Delaware Common Stock will generally constitute a dividend for U.S. federal income tax purposes to the extent that such distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). We expect that no BrightSphere-United Kingdom earnings and profits will carry over to BrightSphere-Delaware in the Redomestication. To the extent that the amount of the distribution exceeds the Non-U.S. Holder’s share of our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the Non-U.S. Holder’s tax basis in the shares of BrightSphere-Delaware Common Stock in respect of which the distribution is made, and then, to the extent such excess amount exceeds the Non-U.S. Holder’s tax basis in those shares of BrightSphere-Delaware Common Stock, as capital gain subject to the treatment described below under “Dispositions of Shares of BrightSphere-Delaware Common Stock.”
Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder with respect to such Non-U.S. Holder’s shares of BrightSphere-Delaware Common Stock generally will be subject to U.S.

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federal withholding tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying its qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty and the procedures for claiming such benefits.
If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or fixed base in the United States to which such dividends are attributable), the Non-U.S. Holder generally will not be subject to the 30% U.S. federal withholding tax described in the previous paragraph provided that the Non-U.S. Holder furnishes a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Any such effectively connected dividends will instead be subject to U.S. federal income tax on a net income basis at regular graduated tax rates, generally in the same manner as if such Non-U.S. Holder were a United States person. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Dispositions of Shares of BrightSphere-Delaware Common Stock
Subject to the discussions below relating to backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, taxable exchange or other taxable disposition of shares of BrightSphere-Delaware Common Stock, unless:
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States);
the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
the shares of BrightSphere-Delaware Common Stock constitute a “United States real property interest” (a “USRPI”) by reason of our being, or having been, a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes at any applicable time within the shorter of the five-year period preceding the Non-U.S. Holder’s disposition of the shares of BrightSphere-Delaware Common Stock or the Non-U.S. Holder’s holding period for the shares of BrightSphere-Delaware Common Stock.
Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at regular graduated tax rates, generally in the same manner as if such Non-U.S. Holder were a United States person. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
Gain described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With respect to the third bullet point above, we currently do not anticipate being or becoming a USRPHC. However, because the determination at any time of whether we are a USRPHC will depend on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and other trade or business assets, there can be no assurance that we will not be or become a USRPHC in the future. Even if we were to be or become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of BrightSphere-Delaware Common Stock will not be subject to U.S. federal income tax if shares of BrightSphere-Delaware Common Stock are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-

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U.S. Holder did not own, actually or constructively, more than 5% of the shares of BrightSphere-Delaware Common Stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition of the shares of BrightSphere-Delaware Common Stock or the Non-U.S. Holder’s holding period for the shares of BrightSphere-Delaware Common Stock.
Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
Payments of dividends on shares of BrightSphere-Delaware Common Stock will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either properly certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or other applicable documentation, or otherwise establishes an exemption. However, information reporting will apply in connection with any dividends on shares of BrightSphere-Delaware Common Stock paid to a Non-U.S. Holder, regardless of whether any tax was actually withheld.
Proceeds of a sale or other taxable disposition of shares of BrightSphere-Delaware Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that the holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of shares of BrightSphere-Delaware Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.
Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional Withholding Tax on Payments Made to Foreign Accounts
Withholding taxes may be imposed under Sections 1471 through 1474 of the Code (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on shares of BrightSphere-Delaware Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Such certification or exemption must typically be evidenced by a Non-U.S. Holder’s delivery of a properly executed IRS Form W-8BEN-E. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements described in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States relating to FATCA may be subject to different rules.
Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in shares of BrightSphere-Delaware Common Stock.

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THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH HOLDER OF BRIGHTSPHERE-UNITED KINGDOM ORDINARY SHARES AND, AFTER CONSUMMATION OF THE REDOMESTICATION, SHARES OF BRIGHTSPHERE-DELAWARE COMMON STOCK SHOULD CONSULT THAT HOLDER’S TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH HOLDER.

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MATERIAL U.K. TAX CONSIDERATIONS OF THE REDOMESTICATION TO HOLDERS OF THE ORDINARY SHARES
United Kingdom tax on income and chargeable gains

A holder of Ordinary Shares that is not resident in the United Kingdom (and, in the case of an individual, is not temporarily non-resident) for United Kingdom tax purposes and whose Ordinary Shares are not held in connection with carrying on a trade, profession or vocation in the United Kingdom generally will not be subject to United Kingdom tax on income or chargeable gains on the receipt of the BrightSphere-Delaware Common Stock, or the transfer of the Ordinary Shares to CDRNL.

Stamp duty and stamp duty reserve tax (“SDRT”)

No stamp duty or SDRT should be payable on the issue of the Common Stock by BrightSphere-Delaware.

Holders of Ordinary Shares should not be subject to stamp duty or SDRT in respect of the transfer of Ordinary Shares to CDRNL.

The preceding statements do not constitute tax advice and are intended only as a general guide to current United Kingdom tax law and Her Majesty’s Revenue and Custom’s (“HMRC”) generally available published practice, which may not be binding on HMRC, as at the date of this document (and which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the United Kingdom tax treatment for the holders of Ordinary Shares of the exchange of such shares for new Common Stock. Special rules may apply to holders such as market makers, brokers, dealers and intermediaries. Holders of Ordinary Shares should consult their own advisors as to the United Kingdom or other tax consequences of the exchange of BrightSphere-United Kingdom Ordinary Shares for BrightSphere-Delaware Common Stock.

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DESCRIPTION OF BRIGHTSPHERE-DELAWARE CAPITAL STOCK
The following description of BrightSphere-Delaware’s capital stock is a summary. This summary is qualified by the complete text of BrightSphere-Delaware’s Certificate of Incorporation and Bylaws to be in place at the closing of the Redomestication, which will be substantially in the forms attached as Appendix E and Appendix F, respectively, to this proxy statement/prospectus. We encourage you to read those documents carefully.
There are differences between BrightSphere-United Kingdom’s Articles of Association and BrightSphere-Delaware’s Certificate of Incorporation and Bylaws as they are expected to be in effect after the Redomestication, especially relating to changes that are required by Delaware law (i.e., certain provisions of the Articles of Association were not replicated in the BrightSphere-Delaware Certificate of Incorporation or Bylaws because the DGCL would not permit such replication, or to provide for related provisions customarily provided with respect to publicly-traded Delaware corporations). See “—Differences in Corporate Law.”

General
The BrightSphere-Delaware Certificate of Incorporation will authorize 230 million shares of common stock, par value $0.001 per share, and 10 million shares of preferred stock, par value $0.001 per share.
Common Stock
Voting Rights
Each holder of Common Stock will be entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. BrightSphere-Delaware stockholders will not have cumulative voting rights in the election of directors. Accordingly, in an uncontested election, holders of a majority of the voting shares will be able to elect all of the directors.
Dividends
Subject to preferences that may be applicable to any then outstanding preferred stock, holders of Common Stock will be entitled to receive dividends, if any, as may be declared from time to time by BrightSphere-Delaware's board of directors out of legally available funds. Dividends may be paid in cash, in property or in shares of common stock. Declaration and payment of any dividend will be subject to the discretion of the BrightSphere-Delaware board of directors. The time and amount of dividends will depend upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors the BrightSphere-Delaware board of directors may consider relevant.
Liquidation
In the event of BrightSphere-Delaware’s liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of BrightSphere-Delaware’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.
Rights and Preferences
Holders of Common Stock will have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Common Stock. The rights, preferences and privileges of the holders of Common Stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of BrightSphere-Delaware preferred stock that BrightSphere-Delaware may designate in the future.

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Fully Paid and Non-assessable
All outstanding shares of Common Stock are, and the shares of Common Stock to be issued upon the completion of this Redomestication will be, fully paid and non-assessable.

Preferred Stock
BrightSphere-Delaware's Certificate of Incorporation will authorize the board of directors of BrightSphere-Delaware to issue preferred stock in one or more series and to determine the preferences, limitations and relative rights of any shares of preferred stock that it shall choose to issue, without vote or action by the stockholders.
Annual Stockholder Meetings
BrightSphere-Delaware's Certificate of Incorporation and Bylaws will provide that annual stockholder meetings will be held at a date, place (if any) and time, as exclusively selected by the BrightSphere-Delaware board of directors. To the extent permitted under applicable law, BrightSphere-Delaware may, but is not obligated to, conduct annual stockholder meetings by remote communications, including by webcast.
Anti-Takeover Effects of Provisions of the BrightSphere-Delaware Certificate of Incorporation and Bylaws and Delaware Law
Some provisions of Delaware law and BrightSphere-Delaware's Certificate of Incorporation and Bylaws could make the following transactions difficult: acquisition of BrightSphere-Delaware by means of a tender offer, acquisition of BrightSphere-Delaware by means of a proxy contest or otherwise, or removal of incumbent officers and directors of BrightSphere-Delaware. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the best interests of BrightSphere-Delaware, including transactions that might result in a premium over the market price for BrightSphere-Delaware shares. These provisions will replace and substitute applicable provisions of the laws of England and Wales and we cannot predict whether they will make an acquisition more or less likely compared to those provisions.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of BrightSphere-Delaware to first negotiate with the BrightSphere-Delaware board of directors. BrightSphere-Delaware believes that the benefits of protection to BrightSphere-Delaware’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure BrightSphere-Delaware outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Undesignated Preferred Stock
The ability to authorize undesignated preferred stock will make it possible for the BrightSphere-Delaware board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of BrightSphere-Delaware. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of BrightSphere-Delaware.
Special Stockholder Meetings
The BrightSphere-Delaware Bylaws will provide that a special meeting of stockholders may be called only by the BrightSphere-Delaware board of directors or by one or more stockholders holding at least 10% of the total number of issued and outstanding Common Stock of BrightSphere-Delaware.

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Requirements for Advance Notification of Stockholder Nominations and Proposals
The Bylaws of BrightSphere-Delaware will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
Composition of the Board of Directors; Election and Removal of Directors
The BrightSphere-Delaware board of directors will consist of not less than five nor more than seven directors. In any uncontested elections of directors, a director nominee for the board of directors of BrightSphere-Delaware will be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares represented and entitled to vote at a meeting of the stockholders for the election of directors at which a quorum is present, voting together as a single class. The directors of BrightSphere-Delaware are elected until the expiration of the term for which they are elected and until their respective successors are duly elected and qualified. Pursuant to the stockholder agreement, dated as of May 17, 2019, by and between Paulson & Co. and BrightSphere-Delaware, following the consummation of the Redomestication, Paulson & Co. shall have the right to nominate (i) two directors to the board of directors of BrightSphere-Delaware until such time as Paulson & Co. does not own at least 20% of the total number of issued and outstanding Common Stock of BrightSphere-Delaware, and (ii) one director to the board of directors of BrightSphere-Delaware until such time as Paulson & Co. does not own at least 7% of the total number of issued and outstanding Common Stock of BrightSphere-Delaware, which is consistent with the appointment rights afforded to Paulson & Co. pursuant to its existing shareholder agreement with BrightSphere-United Kingdom.
The directors of BrightSphere-Delaware may be removed by the affirmative vote of at least a majority of the holders of our then-outstanding Common Stock. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of BrightSphere-Delaware, because it generally makes it more difficult for stockholders to replace a majority of the directors.
Choice of Forum
The BrightSphere-Delaware Certificate of Incorporation and Bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, the BrightSphere-Delaware Certificate of Incorporation or Bylaws; or any action asserting a claim against BrightSphere-Delaware that is governed by the internal affairs doctrine. The Certificate of Incorporation provides that the exclusive forum provision will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Exchange Act or the Securities Act or the respective rules and regulations promulgated thereunder. Although the BrightSphere-Delaware Certificate of Incorporation will contain the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.
Business Combinations Involving Interested Stockholders

Under Section 203 of the DGCL (“Section 203”), a corporation may not engage in any of a broad range of business combinations, such as mergers, consolidations and sales of assets, with an “interested stockholder” for a period of three years from the date that such person became an interested stockholder unless: (i) the transaction that results in the person’s becoming an interested stockholder or the business combination is approved by the board of directors before the person becomes an interested stockholder, (ii) upon consummation of the transaction that results in the stockholder becoming an interested stockholder, the interested stockholder owns 85% or more of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and shares owned by certain employee stock plans, or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the board of directors and by holders of

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at least two-thirds of the corporation’s outstanding voting stock, excluding shares owned by the interested stockholder, at a meeting of stockholders.

An “interested stockholder” means any person, other than the corporation and any direct or indirect majority-owned subsidiary, that is (i) the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder.

Section 203 does not apply to a corporation that elects to opt out of such section in its original certification of incorporation, or if the corporation’s stockholders, by the affirmative vote of a majority of shares entitled to vote, adopt an amendment to its certificate of incorporation or bylaws. Such stockholder action does not become effective for 12 months following its adoption and would not apply to persons who were already interested stockholders at the time of the amendment.

The BrightSphere-Delaware Certificate of Incorporation will not opt out of Section 203.

Amendment of the Certificate of Incorporation and Bylaws
The amendment of any of the provisions in the BrightSphere-Delaware Certificate of Incorporation would require approval by a stockholder vote by the holders of at least 75% of the voting power of the then outstanding voting stock. The Bylaws of BrightSphere-Delaware may be amended by the board of directors or by the holders of at least 75% of the voting power of the then outstanding voting stock.
The provisions of the DGCL, the BrightSphere-Delaware Certificate of Incorporation and Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of Common Stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of BrightSphere-Delaware. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Limitations of Liability and Indemnification Matters
The BrightSphere-Delaware Certificate of Incorporation and Bylaws will contain provisions that limit the liability of the directors and officers of BrightSphere-Delaware for monetary damages to the fullest extent permitted by Delaware law. Consequently, BrightSphere-Delaware directors and officers will not be personally liable to BrightSphere-Delaware or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
any breach of the director’s or officer’s duty of loyalty to BrightSphere-Delaware or its stockholders;
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
willful or negligent declaration and payment of unlawful dividends, or unlawful share purchases or redemptions; or
any transaction from which the director or officer derived an improper personal benefit.

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Each of the BrightSphere-Delaware Certificate of Incorporation and Bylaws will provide that BrightSphere-Delaware is required to indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. The BrightSphere-Delaware Bylaws will also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit BrightSphere-Delaware to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether BrightSphere-Delaware would otherwise be permitted to indemnify him or her under Delaware law. BrightSphere-United Kingdom has entered into agreements with the BrightSphere-United Kingdom directors and it is expected that BrightSphere-Delaware will enter into agreements to indemnify the BrightSphere-Delaware directors and executive officers. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding to the fullest extent permitted by applicable law. BrightSphere-Delaware believes that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Also, BrightSphere-Delaware will maintain directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in the BrightSphere-Delaware Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against BrightSphere-Delaware directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against BrightSphere-Delaware directors and officers, even though an action, if successful, might benefit BrightSphere-Delaware and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that BrightSphere-Delaware pays the costs of settlement or damages.

Uncertificated Shares
Holders of shares of Common Stock will not have the right to require BrightSphere-Delaware to issue certificates for their shares. BrightSphere-Delaware will only issue uncertificated shares of Common Stock.

Stock Exchange Listing
BrightSphere-United Kingdom will submit an application to the NYSE regarding the Redomestication, BrightSphere-Delaware expects that, upon the consummation of the Redomestication, the Common Stock will be listed on the NYSE under the symbol “BSIG,” the same symbol under which BrightSphere-United Kingdom Ordinary Shares are currently listed.
No Sinking Fund
The BrightSphere-Delaware shares of Common Stock have no sinking fund provisions.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock will be Computershare Trust Company N.A. The transfer agent and registrar’s address is Computershare Trust Company, N.A., P.O. BOX 30170, College Station, TX, 77842.


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Stockholder Agreement

On May 17, 2019, BrightSphere-Delaware entered into a Stockholder Agreement with Paulson & Co. containing substantially similar rights to the rights currently provided to Paulson & Co. under its existing shareholder agreement with BrightSphere-United Kingdom, effective upon consummation of the Redomestication. The Stockholder Agreement will provide Paulson & Co. with the right to nominate two directors to the board of directors of BrightSphere-Delaware so long as Paulson & Co. holds at least 20% of the outstanding shares of Common Stock of BrightSphere-Delaware and the right to appoint one director so long as Paulson & Co. holds at least 7% of the outstanding shares of Common Stock of BrightSphere-Delaware. In addition, consistent with the rights currently afforded to Paulson & Co. pursuant to its shareholder agreement with BrightSphere- United Kingdom, Paulson & Co. will have certain information rights and preemptive rights on issuance of shares of capital stock or securities convertible into capital stock of BrightSphere-Delaware.

Registration Rights Agreement

On May 17, 2019, BrightSphere-Delaware entered into a Registration Rights Agreement with Paulson & Co. containing substantially similar rights to the rights currently provided to Paulson & Co. under its existing registration rights agreement with BrightSphere-United Kingdom, effective upon consummation of the Redomestication. Pursuant to the Registration Rights Agreement, Paulson & Co. could require BrightSphere-Delaware to file one or more registration statements and prospectus supplements with the SEC covering the public resale of registrable securities beneficially owned by Paulson & Co. with expected aggregate gross proceeds of at least $50 million. BrightSphere-Delaware may be required by Paulson & Co. to file a new shelf registration statement, one or more amendments to such new shelf registration statement and one or more prospectus supplements in connection with such new shelf registration statement in the future. BrightSphere-Delaware will not be obligated to effect more than one demand registration, in addition to any registration on a shelf registration statement, in any six-month period. BrightSphere-Delaware will be obligated to file a shelf registration statement upon any request made by Paulson & Co. In addition, Paulson & Co. will have certain “piggy-back” registration rights, pursuant to which it will be entitled to register the resale of its registrable securities alongside any offering of securities that BrightSphere-Delaware may undertake, and the amount of securities BrightSphere-Delaware may offer may be subject to “cutback” in certain cases. BrightSphere-Delaware will be responsible for the expenses associated with any sale of its shares by Paulson & Co. pursuant to a registration statement, except for its legal fees and underwriting discounts, selling commissions and transfer taxes applicable to such sale.

COMPARISON OF RIGHTS OF U.K. ORDINARY SHAREHOLDERS AND DELAWARE STOCKHOLDERS
Differences in Corporate Law
Certain provisions of the Delaware General Corporation Law differ from laws applicable to English corporations and their shareholders, such as the U.K. Companies Act. Set forth below is a summary of certain differences between the provisions of the Delaware General Corporation Law and the U.K. Companies Act applicable to BrightSphere-Delaware and relating to stockholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and English law.
Delaware
 
England and Wales
Number of Directors
 
 

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Delaware
 
England and Wales
Under Delaware law, a corporation must have at least one director. The number of directors of a corporation is fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors must be made by amendment of the certificate of incorporation. Delaware law does not contain specific provisions requiring a majority of independent directors. The BrightSphere-Delaware certificate of incorporation will provide that BrightSphere-Delaware will have no less than five nor more than seven directors.

 
Under the U.K. Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association. BrightSphere-United Kingdom’s Articles of Association provide that the minimum number of directors is two and the maximum number of directors is nine.

Removal of Directors
 
 
Under Delaware law, unless otherwise provided in the Certificate of Incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, except:
(i) in the case of a corporation whose board is classified, stockholders may effect such removal only for cause; and
(ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director can be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board, or, if there are classes of directors, at an election of the class of directors of which such director is a part.


The BrightSphere-Delaware Certificate of Incorporation will provide that directors may be removed with or without cause.

 
Under the U.K. Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided that 28 clear days’ notice of the resolution is given to the company and its shareholders and certain other procedural requirements under the U.K. Companies Act are followed (such as allowing the director to make representations against his or her removal either at the meeting or in writing). In addition to this statutory right, BrightSphere-United Kingdom’s Articles of Association provide that shareholders may remove a director without cause by ordinary resolution.
Vacancies on the Board of Directors
 
 
Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, vacancies on a corporation’s board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. The Certificate of Incorporation of BrightSphere-Delaware will also permit vacancies to be filled by a vote of a majority of stockholders.
 
Under English law, the procedure by which directors (other than a company’s initial directors) are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually. BrightSphere-United Kingdom’s Articles of Association provide that the board or shareholders may appoint a new director to fill a vacancy.

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Delaware
 
England and Wales
Stockholder Action by Written Consent
 
 
Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a written consent to the action is signed by stockholders holding at least a majority of the voting power. If a different proportion of voting power is required for an action at a meeting, then that proportion of written consents is also required.

The organizational documents of BrightSphere-Delaware will permit stockholder action by written consent.

 
A public company can only pass a shareholders’ resolution by way of a vote taken at a meeting of its members. Accordingly, public companies cannot pass a written resolution by sanction of its members, and the relevant approval must be obtained by the company in a duly convened and held general meeting. BrightSphere-United Kingdom shareholders may not act by written consent except in the case of unanimity.
Annual General Meeting of Stockholders
 
 
Unless directors are elected by written consent in lieu of an annual meeting, an annual meeting of stockholders must be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws.

Stockholders may, unless the Certificate of Incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

If there is a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may order a meeting to be held upon the application of any stockholder or director.

 
Under the U.K. Companies Act, a public limited company must hold an annual general meeting in each six-month period following the company’s annual accounting reference date.

50



Delaware
 
England and Wales
General Meeting of Stockholders
 
 
Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. The BrightSphere-Delaware Bylaws will allow stockholders holding at least 10% of the outstanding common stock to call a special meeting of stockholders.
 
Under the U.K. Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors.

Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings can require the directors to call a general meeting. BrightSphere-United Kingdom shareholders holding 5% of the voting rights attached to the share capital can require the board to call a special meeting.

Notice of General Meetings
 
 
Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws or under other portions of Delaware law, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and must specify the place, if any, date, hour, means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes of the meeting.
 
Under the U.K. Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meeting. In addition, certain matters (such as the removal of directors or auditors) require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.

The notice must include the time, date and place of the meeting, and (unless the company’s articles of association provide otherwise) the general nature of the business to be dealt with, and) if a special resolution is to be proposed at the meeting) the full text of that special resolution. If the meeting is to be an annual general meeting the notice must also state this.

Unless the company’s articles of association provide otherwise, notices must be sent to all shareholders registered in the company’s register of members, the company’s directors and the auditors of the company.

Proxy
 
 
Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

 
Under the U.K. Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.

51



Delaware
 
England and Wales
Issues of New Shares
 
 
Under Delaware law, the directors may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its Certificate of Incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its Certificate of Incorporation.
 
Under the U.K. Companies Act, the board of directors may issue new shares in the company, provided that they are authorized to do so either by (i) a provision of the company’s articles of association, or (ii) a resolution of the company’s shareholders.

Any authorization provided to the directors must specify (a) the maximum amount of shares which may be allotted under it, and (b) the expiry date of the authorization, which must not be more than five years following the date of incorporation of the company or the date of passing of the relevant authorizing resolution, as applicable.

Reduction of Share Capital
 
 
Under Delaware law, a corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding. Whenever any shares of the capital stock of a corporation are retired, they resume the status of authorized and unissued shares of the class or series to which they belong unless the Certificate of Incorporation otherwise provides. Under Delaware law, a corporation may, under certain circumstances, by resolution of its board of directors, reduce its capital. No reduction of capital may be made or effected unless the assets of the corporation remaining after such reduction are sufficient to pay any debts of the corporation for which payment has not been otherwise provided. A reduction of capital will not release any liability of any stockholder whose shares have not been fully-paid.

 
Under the U.K. Companies Act, a public company may reduce or cancel its issued share capital in accordance with the provisions of the U.K. Companies Act if the reduction of capital has been approved by a special resolution of shareholders in general meeting and the reduction of capital has been confirmed by the court.

The special resolution of shareholders will need to specify the exact amount of the proposed reduction, although a public company cannot reduce its share capital below the minimum share capital requirements under the U.K. Companies Act (i.e. £50,000, of which at least one quarter must be fully paid up).
Preemptive Rights
 
 
Under Delaware law, unless otherwise provided in a corporation’s Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its Certificate of Incorporation, a stockholder does not, by operation of law, possess pre-emptive rights to subscribe to additional issuances of the corporation’s capital stock.

 
Under the U.K. Companies Act, equity securities proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise, in each case in accordance with the provisions of the U.K. Companies Act. BrightSphere-United Kingdom shareholders have statutory preemptive rights on the new issuances of shares for cash, except where these rights have been disapplied either in the BrightSphere-United Kingdom’s Articles of Association or by shareholder resolution. BrightSphere-United Kingdom’s Articles of Association currently contain a limited disapplication of such pre-emption rights which applies until 1 May 2020.


52



Delaware
 
England and Wales
Bonus Issue of Shares
 
 
Under Delaware law, by resolution of the board of directors, dividends may be paid in shares of the corporation’s capital stock.
 
Under the U.K. Companies Act, if a company’s articles of association permit a bonus issue of shares, the board of directors may be authorized to capitalize certain reserves or profits and use those to issue bonus shares in accordance with the terms of the articles of association and the provisions of the U.K. Companies Act.


53



Delaware
 
England and Wales
Distributions and Dividends
 
 
Under Delaware law, unless otherwise provided in a corporation’s Certificate of Incorporation, directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital is surplus. Net assets means the amount by which total assets exceed total liabilities.

Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.
 
Under English law, dividends and distributions may only be made from distributable profits. “Distributable profits” generally means accumulated realized profits, so far as not previously utilized by distribution or capitalization, less accumulated realized losses, so far as not previously written off in a reduction or reorganization of capital, duly made. This would include reserves created by way of a court-approved reduction of capital.

In the case of a public limited company, additional rules relating to capital maintenance requirements are applicable and, accordingly, a public company can only make a distribution (a) if, at the time that the distribution is made, the amount of its net assets is not less than the total of its called up share capital and undistributable reserves, and (b) if, and to the extent that, the distribution itself, at the time it is made, does not reduce the amount of net assets to less than that total.

Undistributable reserves include the share premium account, the capital redemption reserve, the amount by which the company’s unrealized uncapitalized profits exceed its unrealized losses not written off, or any other reserve that the company is prohibited from distributing either by statute or by its constitutional documents.

The determination as to whether or not the company has sufficient distributable profits to fund a dividend or distribution must be made by reference to the “relevant accounts” of the company. Relevant accounts are always individual (not group) accounts and may be any of the following: (i) the company’s most recent annual accounts, (ii) specifically prepared interim accounts, or (iii) specifically prepared initial accounts.

Irrespective of the accounts used to justify the dividend or distribution, they must enable reasonable judgment to be made of the company’s profits, losses, assets and liabilities, include appropriate provisions, and include details of the company’s share capital and reserves (including undistributable reserves).

The process for declaring and paying dividends is usually set out in a company’s articles of association. Typically, these will provide that (a) final dividends are declared by shareholders following a recommendation from the board of directors (often at the company’s annual general meeting), and (b) interim dividends can be decided solely by the board of directors.

Dividends may be declared and paid in the form of cash, property, stock or other non-cash assets and may be paid in dollars or any other currency.


54



Delaware
 
England and Wales
Repurchases and Redemptions of Shares
 
 
Under Delaware law, any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided however, that immediately following any such redemption the corporation must have outstanding one or more shares of one or more classes or series of shares, which share, or shares together, have full voting powers.

Any stock which may be made redeemable may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as stated in the Certificate of Incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors.

Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation may (i) purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation other than a non-stock corporation may purchase or redeem out of capital any of its own shares which are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced (ii) purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of the corporation; or (iii) redeem any of its shares, unless their redemption is authorized by Delaware law and then only in accordance with its Certificate of Incorporation.

 
Under English law, a company is free to purchase its own shares, unless its articles of association expressly prohibit or limit share buybacks. A company’s articles may also provide that repurchased shares are either cancelled or held as treasury shares.

A share repurchase can be funded either out of distributable profits or from the proceeds of a fresh issue of shares made for the purpose of financing the buyback. Public companies are not permitted to purchase their own shares out of capital.

Any repurchase of a company’s shares will require shareholder approval. For an “off-market” purchase, the relevant buyback contract must be approved by shareholders either (i) before it was entered into, or (ii) after it was entered into, but provided that no shares may be purchased under the contract until it has been approved (by way of a special resolution). For a “market” purchase, the repurchase must be approved by an ordinary resolution of the shareholders (unless the company’s articles require a higher percentage), and it is common for listed companies to seek an annual authority from shareholders to repurchase shares at their annual general meeting.

A public limited company has the authority to issue redeemable shares provided that this is permitted by its articles of association (and the articles can be amended by way of special resolution if necessary for these purposes). Shares which are capable of being redeemed must be issued as redeemable shares from the outset and, accordingly, a company cannot amend the terms attaching to a non-redeemable class of shares to make them redeemable. Under the U.K. Companies Act, a company which has issued redeemable shares must ensure that it has at least one non-redeemable share in issue and, in the case of a public limited company, that the redemption does not reduce the share capital of the company below the statutory minimum (£50,000, of which one-quarter must be fully paid up) unless the company intends to re-register as a private limited company.


55



Delaware
 
England and Wales
Liability of Directors and Officers
 
 
Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: (i) any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) willful or negligent declaration and payment of unlawful dividends, or unlawful share purchases or redemptions; or (iv) any transaction from which the director derives an improper personal benefit.

In addition, under Delaware law, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action is by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; provided, with respect to any criminal action or proceeding, there was no reasonable cause to believe the person’s conduct was unlawful; provided, further, that the corporation may not indemnify any person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless determined otherwise by court order.

 
Under the U.K. Companies Act, any provision (whether contained in a company’s articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the U.K. Companies Act, which provides exceptions for a company to (a) purchase and maintain insurance against such liability; (b) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company as long as he or she is successful in defending the claim or criminal proceedings); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan).


56



Delaware
 
England and Wales
Voting Rights
 
 
Delaware law provides that, unless otherwise provided in the Certificate of Incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.
 
Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands. Under the U.K. Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution (being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right). A company’s articles of association may provide more extensive rights for shareholders to call a poll. Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present (in person or by proxy) at the meeting. If a poll is demanded, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.


57



Delaware
 
England and Wales
Stockholder Vote on Certain Transactions
 
 
Generally, under Delaware law, unless the Certificate of Incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires the approval of the board of directors and approval by the vote of the holders of a majority of the outstanding stock or, if the Certificate of Incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
 
The U.K. Companies Act only permits mergers in specified limited circumstances. However,
the U.K. Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of restructurings, amalgamations, capital reorganizations or takeovers.
These arrangements require:
• the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and
• the approval of the court.
Certain other types of extraordinary transactions such as certain capital reorganizations also require approval by shareholders (either by a majority or at least 75% of the votes cast, depending on the type of transaction), while other types of transactions, including asset sales and tender offers, often do not require shareholder approval.


58



Delaware
 
England and Wales
Business Combinations Involving Interested Stockholders
 
 
Under Delaware law, a corporation may not engage in any of a broad range of business combinations, such as mergers, consolidations and sales of assets, with an “interested stockholder” for a period of three years from the date that such person became an interested stockholder unless: (i) the transaction that results in the person’s becoming an interested stockholder or the business combination is approved by the board of directors before the person becomes an interested stockholder, (ii) upon consummation of the transaction that results in the stockholder becoming an interested stockholder, the interested stockholder owns 85% or more of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and shares owned by certain employee stock plans, or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the board of directors and by holders of at least two-thirds of the corporation’s outstanding voting stock, excluding shares owned by the interested stockholder, at a meeting of stockholders.

An “interested stockholder” means any person, other than the corporation and any direct or indirect majority-owned subsidiary, that is (i) the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder.

Section 203 does not apply to a corporation that elects to opt out of such section in its original certification of incorporation, or if the corporation’s stockholders, by the affirmative vote of a majority of shares entitled to vote, adopt an amendment to its certificate of incorporation or bylaws. Such stockholder action does not become effective for 12 months following its adoption and would not apply to persons who were already interested stockholders at the time of the amendment.

BrightSphere-Delaware will not opt out of Section 203.

 
The U.K. Companies Act does not contain an equivalent provision.

59



Delaware
 
England and Wales
Standard of Conduct for Directors
 
 
Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.
 
Under English law, a director owes various statutory and fiduciary duties to the company, including:
• to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole;
• to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company;
• to act in accordance with the company’s constitution and only exercise his or her powers for the purposes for which they are conferred;
• to exercise independent judgment;
• to exercise reasonable care, skill and diligence;
• not to accept benefits from a third party conferred by reason of his or her being a director or doing (or not doing) anything as a director; and
• a duty to declare any interest that he or she has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.

Stockholder Suits
 
 
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
• state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and
• allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
• state the reasons for not making the effort.
Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

 
Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management.

Notwithstanding this general position, the U.K. Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.

60



Delaware
 
England and Wales
Inspection of Books and Records
 
 
Under Delaware law, any stockholder, in person or by attorney or other agent, does, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:
(i) the corporation’s stock ledger, a list of its stockholders, and its other books and records; and
(ii) a subsidiary’s books and records, to the extent that:
(a) the corporation has actual possession and control of such records of such subsidiary; or
(b) the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand:
(1) the stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and
(2) the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.

 
Under the U.K. Companies Act, shareholders have rights including the right to:
• inspect and obtain copies (for a fee) of the minutes of all general meetings of the company and all resolutions of members passed other than at a general meeting;
• inspect copies of the register of members, register of directors, register of secretaries and other statutory registers maintained by the company;
• receive copies of the company’s annual report and accounts for each financial year;
• receive notices of general meetings of the company.
A company’s articles of association must be registered at Companies House and are therefore open to public inspection.
Shareholders do not have any right to inspect board minutes of the company.


61



Delaware
 
England and Wales
Amendments of Constituent Documents
 
 
Under Delaware law, a corporation may amend its Certificate of Incorporation, from time to time, in any and as many respects as may be desired, so long as its Certificate of Incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original Certificate of Incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation.

The board of directors must adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Under the Certificate of Incorporation of BrightSphere-Delaware,
at least 75% of of the outstanding shares entitled to vote thereon and at least 75% of the outstanding shares of each class entitled to vote thereon as a class must vote in favor of the amendment.

The holders of the outstanding shares of a class must be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the Certificate of Incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

 
Under the U.K. Companies Act, companies may only alter their articles of association by way of passing a special resolution of shareholders in general meeting. A special resolution under English law requires the approval of not less than 75% of the votes cast at a general meeting at which a quorum is present.

Where a proposed amendment to the articles of association would involve a variation of the class rights attaching to a specific class of shares, the consent of that class of shareholders will also be required, unless the company’s articles of association provide otherwise. Under both the U.K. Companies Act and BrightSphere-United Kingdom’s Articles of Association, a class consent requires either the written consent of holders of at least 75% in nominal value of the issued shares of that class (excluding any shares held in treasury) or the approval of a special resolution passed at a separate general meeting of holders of that class of shares. Under BrightSphere-United Kingdom’s Articles of Association, the quorum requirement for a class meeting (including any adjourned meeting) is two persons present (in person or by proxy) holding at least majority of the voting rights of the issued shares of that class entitled to vote.




62



THE SHAREHOLDER MEETINGS
BrightSphere-United Kingdom is furnishing this proxy statement/prospectus to the holders of Ordinary Shares in connection with the solicitation of proxies by the Board for use at the Court Meeting to consider the Scheme of Arrangement Proposal and the other matters that may come before that meeting, and at the General Meeting to consider the General Meeting Proposal and the other matters that may come before that meeting.

General

The Court Meeting will be conducted in accordance with the directions of the Court. The General Meeting will be conducted in accordance with the Articles of Association of BrightSphere-United Kingdom.

Time, Place, Date and Purpose of the Meetings

The Meetings are scheduled to be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA.

Court Meeting

The Court Meeting will be held on July 2, 2019, at 10:00 a.m. U.S. Eastern Time. At the Court Meeting, the Board will ask the shareholders of BrightSphere-United Kingdom to vote to approve the Scheme of Arrangement. If the Scheme of Arrangement is approved, once it becomes effective, it will effect the Redomestication, pursuant to which your Ordinary Shares will be transferred to Computershare DR Nominees Limited (in return for which depositary interests representing such Ordinary Shares will be issued to BrightSphere-Delaware) and you will receive, on a one-for-one basis, new shares of Common Stock of BrightSphere-Delaware for each Ordinary Share of BrightSphere-United Kingdom that has been transferred.
General Meeting

The General Meeting will be held on July 2, 2019, at 10:15 a.m. U.S. Eastern Time (or as soon as possible thereafter as the Court Meeting concludes or is adjourned). At the General Meeting, the Board will ask the shareholders of BrightSphere-United Kingdom to vote to approve an amendment to BrightSphere-United Kingdom’s Articles of Association that will enable BrightSphere-United Kingdom to effectuate the Scheme of Arrangement, to approve BrightSphere-Delaware’s adoption, assumption and restatement of the Restated Equity Plans, and to authorize the directors of BrightSphere-United Kingdom to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

The Board unanimously approved the Scheme of Arrangement and recommends that you vote “FOR” the Scheme of Arrangement Proposal and FOR the General Meeting Proposal.
Record Date; Voting Rights; Votes Required for Approval

The Board has set May 28, 2019 and June 26, 2019 as the Underlying Shareholder Voting Record Date and the Record Shareholder Voting Record Date, respectively, for the Court Meeting and the General Meeting. Each beneficial holder of Ordinary Shares held in “street name” through DTC represented in person or by proxy at the General Meeting is entitled to one vote per Ordinary Share owned as of the Underlying Shareholder Voting Record Date. Each record owner of Ordinary Shares represented in person or by proxy at the General Meeting is entitled to one vote per Ordinary Share owned as of June 26, 2019.

On the Notice Record Date, approximately 91,869,338 Ordinary Shares were outstanding and entitled to be voted at the Meetings and there were two shareholders of record. A list of shareholders of record will be available for inspection at least 10 days prior to the Meetings at 101 Park Avenue, 39th Floor, New York, NY 10178, USA. Each Ordinary Share entitles its holder to one vote on each proposal.



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Only holders as of record of Ordinary Shares on the Notice Record Date are entitled to notice of and to vote at each of the Meetings. You will not be the holder of record of Ordinary Shares that you hold “beneficially.” Instead, the depository (for example, the DTC Nominee) or other nominee will be the holder of record of such Ordinary Shares. If your Ordinary Shares are held in “street name” (held directly or indirectly through DTC in the name of a bank, broker or other nominee), you will receive instructions from such bank, broker or other nominee. You must follow the instructions from your bank, broker or other nominee for your Ordinary Shares to be voted. Telephone and Internet voting also will be offered to shareholders who own their Ordinary Shares through certain banks, brokers or other nominees.

Any beneficial owner of Ordinary Shares who proposes to extract an interest in Ordinary Shares from DTC and have such Ordinary Shares registered in its own name (or the name of an alternative nominee holder) should not give (or procure the giving of) any voting instructions to the DTC Nominee, nor apply to the DTC Nominee for a letter of representation or to be appointed as a proxy, in relation to the relevant Ordinary Shares, and if any such voting instructions have been given or application made in relation to any interest in Ordinary Shares to be so extracted from DTC, such instructions or application should be withdrawn.

A broker “non-vote” occurs when your Ordinary Shares are held in “street name” and you do not provide voting instructions to the bank, broker or other nominee that holds your Ordinary Shares and the bank, broker or other nominee abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares. Accordingly, it is important for beneficial owners to follow the instructions from their bank, broker, or other nominee for providing voting instructions.

The directors and executive officers of BrightSphere-United Kingdom have indicated that they intend to vote their Ordinary Shares in favor of the Scheme of Arrangement Proposal and the General Meeting Proposal. As of the Record Date, the current directors and executive officers of BrightSphere-United Kingdom and their affiliates beneficially owned 22,467,201 Ordinary Shares entitled to vote at each of the Meetings, which is approximately 24.1% in the aggregate of the outstanding Ordinary Shares as of that date.

Assuming the presence of a quorum, approval of the Scheme of Arrangement Proposal requires the affirmative vote of Ordinary Shares representing both (i) a majority in number of those Ordinary Shares who are present and voting, either in person or by proxy, at the Court Meeting, and (ii) 75% or more of the nominal value of the Ordinary Shares voted, either in person or by proxy, at the Court Meeting. Holders of Ordinary Shares may file an objection with the Court against the sanctioning of the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under the laws of England and Wales.

Assuming the presence of a quorum, approval of the General Meeting Proposal requires the affirmative vote of 75% or more of the votes cast at the General Meeting, whether in person or by proxy.

Quorum

At each of the Meetings, at least two shareholders of record must be present, in person or by proxy.

Proxies

The accompanying proxies are being solicited on behalf of the Board of BrightSphere-United Kingdom. BrightSphere-United Kingdom will reimburse brokers for their reasonable out-of-pocket expenses for forwarding proxy materials to beneficial owners or other persons for whom they hold Ordinary Shares. The directors, and certain officers and employees of BrightSphere-United Kingdom may solicit proxies by personal interview, mail, email, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. Subject to applicable law, BrightSphere-United Kingdom may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their expenses for forwarding proxy materials to the beneficial owners of Ordinary Shares and in obtaining voting instructions from such beneficial owners. The


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extent to which this will be necessary depends upon how promptly proxies are returned. BrightSphere-United Kingdom urges you to send in your proxies without delay.

Court Meeting

A blue proxy card is being sent to each BrightSphere-United Kingdom shareholder of record as of the Record Date in connection with the Court Meeting. If you properly received a blue proxy card, you may grant a proxy to vote on the Scheme of Arrangement Proposal presented in one of the two ways that are explained below under “How You Can Vote.”

If you properly complete, sign and date the enclosed blue proxy card and timely send it to us or timely and properly appoint your proxy over the Internet or by telephone, your proxy holder (one of the individuals named on the enclosed blue proxy card) will vote your Ordinary Shares as you have directed.

If you do not specify on the enclosed blue proxy card that you submit (or when appointing your proxy over the Internet or by telephone) how you want to vote your Ordinary Shares at the Court Meeting, the proxy holders will vote them “FOR” the Scheme of Arrangement Proposal set forth in this proxy statement/ prospectus.

An abstention or broker “non-vote” on the Scheme of Arrangement Proposal has the effect of a vote not being cast with respect to the relevant Ordinary Shares. As a consequence, such Ordinary Shares will not be considered when determining whether the Scheme of Arrangement Proposal has received the required shareholder approval.

You may revoke your proxy at any time before it is exercised at the Court Meeting in any of the following ways:

by notifying BrightSphere-United Kingdom’s Secretary in writing by (i) delivering by mail or by hand to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, or (ii) submitted in electronic form at info@bsig.com with a subject line “Revocation of Previous Proxy Appointment-Attention: Company Secretary,” which notice must be received no later than 10:00 a.m. U.S. Eastern Time on July 1, 2019 (at least 24 hours before the start of the Court Meeting);

by submitting another properly signed blue proxy card with a later date or another Internet or telephone proxy at a later date, which proxy must be received no later than (i) the day before the Court Meeting (or, if the meeting is adjourned, the day before the adjourned meeting), if delivered in hard copy form, or (ii) 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting (or, if the meeting is adjourned, 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned Court Meeting), if delivered electronically; or

by voting in person at the Court Meeting.

Your proxy will not be revoked merely by attending the Court Meeting. To revoke a proxy, you must take one of the actions described above. If you hold your shares through of a broker, custodian or depository, you should follow the instructions provided by your broker, custodian or depository in revoking your previously granted instructions.
If you do not appoint a proxy and you do not vote at the Court Meeting, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the Court Meeting in person or by proxy.

General Meeting

A white proxy card is being sent to each BrightSphere-United Kingdom shareholder of record as of the Record Date in connection with the General Meeting. If you properly received a white proxy card, you may grant a proxy to vote on the General Meeting Proposal presented in one of the two ways that are explained below under “How You Can Vote.”



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If you properly complete, sign and date the enclosed white proxy card and timely send it to us or timely and properly appoint your proxy over the Internet or by telephone, your proxy holder (one of the individuals named on the enclosed white proxy card) will vote your Ordinary Shares as you have directed.

If you do not specify on the enclosed white proxy card that you submit (or when appointing your proxy over the Internet or by telephone) how you want to vote your Ordinary Shares at the General Meeting, the proxy holders will vote them “FOR” the General Meeting Proposal set forth in this proxy statement/prospectus.

You may abstain from voting on the General Meeting Proposal by marking “ABSTAIN.”

An abstention or broker “non-vote” on the General Meeting Proposal has the effect of a vote not being cast with respect to the relevant Ordinary Shares. As a consequence, such Ordinary Shares will not be considered when determining whether the General Meeting Proposal has received the required shareholder approval.

You may revoke your proxy at any time before it is exercised at the General Meeting in any of the following ways:

by notifying BrightSphere-United Kingdom’s Secretary in writing by (i) delivering by mail or by hand to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom, or (ii) submitted in electronic form at info@bsig.com with a subject line “Revocation of Previous Proxy Appointment-Attention: Company Secretary,” which notice must be received no later than 10:15 a.m. U.S. Eastern Time, on July 1, 2019 (at least 24 hours before the start of the General Meeting);

by submitting another properly signed white proxy card with a later date or another Internet or telephone proxy at a later date, which proxy must be received no later than (i) the day before the General Meeting (or, if the meeting is adjourned, the day before the adjourned meeting), if delivered in hard copy form, or (ii) 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the General Meeting (or, if the meeting is adjourned, 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned General Meeting), if delivered electronically; or

by voting in person at the General Meeting.

Your proxy will not be revoked merely by attending the General Meeting. To revoke a proxy, you must take one of the actions described above. If you hold your shares through a broker, custodian or depository, you should follow the instructions provided by your broker, custodian or depository in revoking your previously granted instructions.
If you do not appoint a proxy and you do not vote at the General Meeting, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the General Meeting in person or by proxy.

How You Can Vote

Court Meeting

If you are a holder of Ordinary Shares who is a holder of record, you can vote your Ordinary Shares directly by attending the Court Meeting and casting your vote in person or by completing and returning a blue proxy card, which when properly executed and received by BrightSphere-United Kingdom, will be voted at the Court Meeting in accordance with your instructions set forth in the proxy. If you are a holder of Ordinary Shares who is a DTC Participant, you must vote your shares through DTC’s procedures.

If you give instructions as to your proxy appointment to the Court Meeting by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the Court Meeting (or, if the Court Meeting is adjourned, 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned Court Meeting). If you mail your executed blue proxy card for the Court Meeting, such blue proxy card must be received by July 1, 2019, the day before the Court Meeting (or, if the Court Meeting is adjourned, the day before the date fixed for the adjourned Court Meeting).


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If you hold your ordinary shares in “street name,” please vote in accordance with the instructions provided by your bank, broker or other nominee. Most “street name” holders, or beneficial owners holding through a bank, broker or other nominee, may also vote by telephone or by Internet, in accordance with instructions provided by their bank, broker or other nominee. All Ordinary Shares entitled to vote and represented by properly completed blue proxies received prior to the Court Meeting and not revoked will be voted at the Court Meeting in accordance with your instructions. If you are a holder of Ordinary Shares who is a registered holder and you return a signed proxy card without indicating how your shares should be voted on a matter and do not revoke your proxy, the shares represented by your proxy will be voted as the Board recommends, and therefore, “FOR” the approval of the Scheme of Arrangement Proposal.

Any holder of Ordinary Shares entitled to vote at the Court Meeting that has submitted a blue proxy has the right to revoke his or her proxy at any time prior to voting at the Court Meeting as described above. Attendance at the Court Meeting will not, by itself, revoke your proxy; you must elect to vote in person at the Court Meeting in order to revoke or change your vote if you have not delivered or submitted your notice of termination in one of the manners described.

If you hold ordinary shares in “street name” through a bank, broker or other nominee and would like to change your vote instruction, you should follow the directions provided by your bank, broker or other nominee. Most banks, brokers and other nominees provide means by which “street name” holder may vote by telephone or by Internet, as well as by signing and returning voting instructions.

If the Court Meeting is postponed or adjourned, as a holder of Ordinary Shares your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to revoke your proxy until it is voted.
Proxies received before the applicable deadline before the Court Meeting, and not revoked or superseded before being voted, will be voted at the Court Meeting. A validly signed and delivered blue proxy will be voted in accordance with the specification.

Subject to space availability, all BrightSphere-United Kingdom shareholders as of the Record Date, or their duly appointed proxies, may attend the Court Meeting. Since seating is limited, admission to the Court Meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:00 a.m. U.S. Eastern Time, on July 2, 2019. Each BrightSphere-United Kingdom shareholder, or their duly authorized representative, will be asked to present valid photo identification issued by a government agency, such as a driver’s license or passport and, if applicable, evidence of such person’s authorization to represent a BrightSphere-United Kingdom shareholder.

If your Ordinary Shares are held in the name of a bank, broker, custodian, nominee or other holder of record and you plan to attend the Court Meeting, you must present proof of your beneficial ownership of Ordinary Shares, such as a recent bank or brokerage account statement, together with a form of personal identification and proof of address to be admitted to the Court Meeting. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your beneficial ownership of Ordinary Shares, to:

Computershare
The Pavilions, Bridgwater Road
Bristol BS13 8AE, United Kingdom

Even if you establish proof of your beneficial ownership and/or have a valid admission ticket, you will not be entitled to vote at or otherwise participate in the meeting unless you are a holder of Ordinary Shares entitled to vote at the Court Meeting.

General Meeting

If you are a holder of Ordinary Shares who is a holder of record, you can vote your Ordinary Shares directly by attending the General Meeting and casting your vote in person or by completing and returning a white proxy card,


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which when properly executed and received by BrightSphere-United Kingdom, will be voted at the General Meeting in accordance with your instructions set forth in the proxy.

If you give instructions as to your proxy appointment to the General Meeting by telephone or through the Internet, such instructions must be received by 2:00 a.m. U.S. Eastern Time, on July 2, 2019, the day of the General Meeting (or, if the General Meeting is adjourned, 2:00 a.m. U.S. Eastern Time, on the date fixed for the adjourned General Meeting). If you mail your executed white proxy card for the General Meeting, such white proxy card must be received by July 1, 2019, the day before the General Meeting (or, if the General Meeting is adjourned, the day immediately prior to the date fixed for the adjourned General Meeting).

If you hold your ordinary shares in “street name,” please vote in accordance with the instructions provided by your bank, broker or other nominee. Most “street name” holders, or beneficial owners holding through a bank, broker or other nominee, may also vote by telephone or by Internet, in accordance with instructions provided by their bank, broker or other nominee. All Ordinary Shares entitled to vote and represented by properly completed white proxies received prior to the General Meeting and not revoked will be voted at the General Meeting in accordance with your instructions. If you are a holder of Ordinary Shares who is a registered holder and you return a signed proxy card without indicating how your shares should be voted on a matter and do not revoke your proxy, the shares represented by your proxy will be voted as the Board recommends, and therefore, “FOR” the approval of the General Meeting Proposal.

Any holder of Ordinary Shares entitled to vote at the General Meeting that has submitted a white proxy has the right to revoke his or her proxy at any time prior to voting at the General Meeting as described above. Attendance at the General Meeting will not, by itself, revoke your proxy; you must elect to vote in person at the General Meeting in order to revoke or change your vote if you have not delivered or submitted your notice of termination in one of the manners described.
 
If you hold ordinary shares in “street name” through a bank, broker or other nominee and would like to change your vote instruction, you should follow the directions provided by your bank, broker or other nominee. Most banks, brokers or other nominees provide means by which “street name” holder may vote by telephone or by Internet, as well as by signing and returning voting instructions.

If the General Meeting is postponed or adjourned, as a holder of Ordinary Shares your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to revoke your proxy until it is voted.

Proxies received before the applicable deadline for the General Meeting, and not revoked or superseded before being voted, will be voted at the General Meeting. A validly signed white proxy will be voted in accordance with the specification.

Subject to space availability, all BrightSphere-United Kingdom shareholders as of the Record Date, or their duly appointed proxies, may attend the General Meeting. Since seating is limited, admission to the General Meeting will be on a first-come, first-served basis. Registration and seating will begin at 9:00 a.m. U.S. Eastern Time, on July 2, 2019. Each BrightSphere-United Kingdom shareholder, or their duly authorized representative, will be asked to present valid photo identification issued by a government agency, such as a driver’s license or passport and, if applicable, evidence of such person’s authorization to represent a BrightSphere-United Kingdom shareholder.

If your Ordinary Shares are held directly or indirectly by a bank, broker or other nominee and you plan to attend the General Meeting, you must present proof of your beneficial ownership of Ordinary Shares, such as a recent bank or brokerage account statement, together with a form of personal identification and proof of address to be admitted to the General Meeting. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your beneficial ownership of Ordinary Shares, to:

Computershare
The Pavilions, Bridgwater Road
Bristol BS13 8AE, United Kingdom


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Even if you establish proof of your beneficial ownership and/or have a valid admission ticket, you will not be entitled to vote at or otherwise participate in the meeting unless you are a holder of Ordinary Shares entitled to vote at the General Meeting.

Validity

Guang Yang (or failing him, Robert Chersi or failing him any other director of BrightSphere-United Kingdom) has been appointed by the Court as Chairman of the Court Meeting. The Chairman of the Court Meeting will count the votes, determine the existence of a quorum, validity of proxies and ballots, and certify the results of the voting.
Guang Yang (or failing him, Robert Chersi or failing him any other director of BrightSphere-United Kingdom) has been appointed by the Board as Chairman of the General Meeting. The Chairman of the General Meeting will count the votes, determine the existence of a quorum, validity of proxies and ballots, and certify the results of the voting.




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of the Common Stock to be outstanding after the Redomestication is consummated. The table below sets forth such estimated beneficial ownership for: (1) each person who is known by us that will beneficially own more than five percent of the Common Stock based on the one-for-one conversion of the Ordinary Shares, (2) each director and named executive officer of BrightSphere-Delaware; and (3) all of BrightSphere-Delaware’s directors and executive officers as a group. Each director and named executive officer of BrightSphere-United Kingdom will continue to serve in their current capacity in BrightSphere-Delaware.
We have determined beneficial ownership in accordance with the rules of the SEC and have assumed that each Ordinary Share will be exchanged for one share of Common Stock upon consummation of the Redomestication. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person named in the table below will have sole voting and investment power with respect to their shares of Common Stock beneficially owned, subject to applicable community property laws.
In the table below, percentage ownership is based on the proposed one-for-one conversion of 91,869,338 Ordinary Shares outstanding, assuming the consummation of the Redomestication had occurred as of May 28, 2019. Beneficial ownership representing less than 1% is denoted with an asterisk (*).
 
 
Pro Forma Beneficial Ownership After Redomestication
Name of Beneficial Owner
 
Amount
 
Percent of Class
5% Owners:
 
 
 
 
Paulson & Co., Inc.(1)
 
20,000,552

 
21.8%

FMR LLC(2)
 
10,317,726

 
11.2%

Directors and Named Executive Officers:
 
 
 
 
Mary Elizabeth Beams(3)
 

 

Stephen H. Belgrad(4)
 
288,939

 
*

Robert J. Chersi(5)
 
22,273

 
*

Christopher Hadley(4)
 
62,749

 
*

Reginald Love(6)
 

 

Daniel K. Mahoney(7)
 
8,382

 
*

John Paulson(1)
 
20,000,552

 
21.8%

Suren Rana(8)
 
414,000

 
*

Aidan J. Riordan(4)
 
200,236

 
*

James J. Ritchie(4)
 
90,070

 
*

Barbara Trebbi(9)
 

 

Guang Yang(10)
 
1,380,000

 
1.5
%
All directors and current executive officers as a group
(12 persons)
 
22,467,201

 
24.1%

 
 
(1)
Amounts shown reflect the aggregate number of Ordinary Shares held by Paulson & Co. based solely on information set forth on a Schedule 13D filed with the SEC on March 4, 2019 (the “Paulson 13D”). The Paulson 13D reported 20,000,552 Ordinary Shares held directly by Paulson & Co. Inc. John Paulson, the controlling person of Paulson & Co., serves on the board of directors of the Company. Paulson & Co. is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. is the investment manager of investment funds. John Paulson may be deemed an indirect beneficial owner of the securities, which are directly owned by funds managed by Paulson & Co. Based on the Paulson 13D, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the reporting person


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disclaims beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. The Paulson 13D shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person. Each of John Paulson and Paulson & Co. may be deemed to indirectly beneficially own the securities directly owned by Paulson & Co. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the filing of the Paulson 13D shall not be deemed an admission by any person reporting on the Paulson 13D that such person, for purposes of Section 16 of the Exchange Act or otherwise, is the beneficial owner of any equity securities covered by the Paulson 13D. The address of Paulson & Co. is 1133 Avenue of the Americas, New York, NY 10036.
(2)
Based solely on information set forth in Amendment No. 5 to Schedule 13G filed with the SEC on March 11, 2019 by FMR LLC on behalf of itself and Abigail P. Johnson (the “FMR 13G”). FMR LLC reported sole voting power over 1,611,316 Ordinary Shares, shared voting power over none of the Ordinary Shares and sole dispositive power over 10,317,726 Ordinary Shares. Abigail P. Johnson reported sole voting power over none of the Ordinary Shares, shared voting power over none of the Ordinary Shares and sole dispositive power over 10,317,726 of the Ordinary Shares. The FMR 13G further states that members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(3)
On November 26, 2018, Ms. Beams was granted 4,968 restricted share units of the Company. Each restricted share unit represents a right to receive one ordinary share of the Company. The restricted share units vest upon the earlier of June 20, 2019 and the date of the 2019 annual general meeting of the Company.

(4)
The amount of shares beneficially owned by each of Mr. Belgrad, Mr. Hadley, Mr. Riordan and Mr. Ritchie are based solely on the information set forth in their most recent respective filings on Form 4 relating to shares of the Company.

(5)
On June 20, 2018, Mr. Chersi was granted 6,390 restricted share units of the Company. Each restricted share unit represents a right to receive one ordinary share of the Company. The restricted share units vest upon the earlier of June 20, 2019 and the date of the 2019 annual general meeting of the Company.

(6)
On August 7, 2018, Mr. Love was granted 7,149 restricted share units of the Company. Each restricted share unit represents a right to receive one ordinary share of the Company. The restricted share units vest upon the earlier of June 20, 2019 and the date of the 2019 annual general meeting of the Company.

(7)
On February 15, 2019, Mr. Mahoney was granted 6,850 restricted share units of the Company. Each restricted share unit represents a right to receive one ordinary share of the Company. The restricted share units vest in equal annual installments over a three-year period with 1/3 of the restricted share units vesting on each of February 15, 2020, February 15, 2021 and February 15, 2022. On February 15, 2018, Mr. Mahoney was granted 2,874 restricted shares of the Company. The restricted shares vest in equal annual installments over a three-year period with 1/3 of the restricted shares vesting on each of February 15, 2019, February 15, 2020 and February 15, 2021. On February 15, 2017, Mr. Mahoney was granted 2,446 restricted shares of the Company. The restricted shares vest in equal annual installments over a three-year period with 1/3 of the restricted shares vesting on each of February 15, 2018, February 15, 2019 and February 15, 2020.



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(8)
On January 20, 2019, Suren Rana was granted an option to purchase 2,070,000 ordinary shares of the Company. The option vests in five equal annual installments of 414,000 ordinary shares over a four-year period with the first tranche vesting upon grant, and the following tranches vesting on each of January 20, 2020, January 20, 2021, January 20, 2022 and January 20, 2023, subject to Mr. Rana's continued employment with the Company. Upon a change of control of the Company (as defined in the award agreement), the vesting of one tranche equal to 20% of the option shall accelerate pursuant to the terms of the award agreement.

(9)
On June 20, 2018, Ms. Trebbi was granted 7,988 restricted share units of the Company. Each restricted share unit represents a right to receive one ordinary share of the Company. The restricted share units vest upon the earlier of June 20, 2019 and the date of the 2019 annual general meeting of the Company.

(10)
On December 30, 2018, Guang Yang was granted an option to purchase 6,900,000 ordinary shares of the Company. The option vests in five equal annual installments of 1,380,000 ordinary shares over a four-year period with the first tranche vesting on the grant date, and the following tranches vesting on each of December 30, 2019, December 30, 2020, December 30, 2021 and December 30, 2022, subject to Mr. Yang's continued employment with the Company. Upon a change of control of the Company (as defined in the award agreement), the vesting of one tranche equal to 20% of the option shall accelerate pursuant to the terms of the award agreement.

LEGAL MATTERS
Morgan, Lewis & Bockius LLP will pass upon the validity of the shares of Common Stock offered by this registration statement of which this proxy statement/prospectus is a part.
Certain U.S. federal income tax consequences relating to the Redomestication will be passed upon for BrightSphere-Delaware by Morgan, Lewis & Bockius LLP.

EXPERTS
The consolidated financial statements of BrightSphere Investment Group plc as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

FUTURE STOCKHOLDER PROPOSALS
Assuming consummation of the Redomestication, BrightSphere-Delaware stockholders will be entitled to present proposals for consideration at forthcoming BrightSphere-Delaware stockholder meetings, provided that they comply with the proxy rules promulgated by the SEC, BrightSphere-Delaware’s Certificate of Incorporation and Bylaws and the DGCL. The deadline for submission of all BrightSphere-Delaware stockholder proposals to be considered for inclusion in BrightSphere-Delaware’s proxy statement for its next annual meeting will be disclosed in a subsequent filing with the SEC.

WHERE YOU CAN FIND MORE INFORMATION

BrightSphere-United Kingdom files annual, quarterly and current reports, proxy statements and other information with the SEC. These SEC filings are available to the public on the SEC’s website at http://www.sec.gov. BrightSphere-Delaware also will file annual, quarterly and current reports, proxy statements and other information with the SEC, which will also be available to the public on the SEC’s website.



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BrightSphere-United Kingdom’s website is located at http://www.bsig.com. BrightSphere-United Kingdom’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC are available, free of charge, through this website as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on BrightSphere-United Kingdom’s website or any other website is not incorporated by reference in this proxy statement/prospectus and does not constitute a part of this proxy statement/prospectus.

BrightSphere-Delaware’s website will be located at http://www.bsig.com. BrightSphere-Delaware’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC will be available, free of charge, through this website as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on BrightSphere-Delaware’s website or any other website is not incorporated by reference in this proxy statement/prospectus and does not constitute a part of this proxy statement/prospectus.

SEC rules and regulations permit us to “incorporate by reference” the information filed with the SEC. This means that we can disclose important information to you by referring you to those documents. Some documents or information, such as that called for by Items 2.02 or 7.01 of Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents and none of that information is incorporated by reference into this proxy statement/prospectus. The information incorporated by reference is considered to be part of this proxy statement/prospectus. Information that we file later with the SEC will automatically update and supersede this information.

We incorporate by reference the documents listed below and any filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information “furnished” but not “filed”) following the date of this document, but prior to the date the offering being registered in this Registration Statement is terminated. The documents incorporated by reference are:

BrightSphere-United Kingdom’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019;

Amendment No. 1 to BrightSphere-United Kingdom’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on Form 10-K/A on April 18, 2019;

BrightSphere-United Kingdom’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019; and

BrightSphere-United Kingdom’s Current Reports on Form 8-K filed with the SEC on January 23, 2019, February 5, 2019, February 21, 2019, February 26, 2019, March 8, 2019, March 12, 2019, April 5, 2019 and May 23, 2019 (except, in each case, for any information therein furnished under Items 2.02 or 7.01).

You may request a free copy of the above filings or any filings subsequently incorporated by reference into this proxy statement/prospectus (other than any exhibits to such filings not specifically incorporated by reference) by writing or calling: Investor Relations at (617) 369-7300 or emailing at info@bsig.com with the subject title “Request for Documents.”

In order to ensure timely delivery of these documents prior to the Meetings, you should make such request by June 25, 2019.

We have not authorized anyone to give any information or make any representation about the Redomestication or about us that differs from or adds to the information in this proxy statement/prospectus or in the documents incorporated by reference herein. Therefore, you should not rely upon any information that differs from or is in addition to the information contained in this proxy statement/prospectus or in the documents incorporated by reference herein.


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The information contained in this proxy statement/prospectus speaks only as of the date on the cover, unless the information specifically indicates that another date applies.



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Appendix A
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART III OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE UK COMPANIES ACT 2006. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL OR LEGAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.
If you have sold or otherwise transferred all of your BrightSphere Shares, please forward this document and the accompanying documents as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom or the United States should seek appropriate advice before taking any action.
This document does not constitute a prospectus or prospectus equivalent document. A registration statement relating to the securities of BrightSphere and BrightSphere US described in this document has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This document does not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any jurisdiction.
The availability of the BrightSphere US Shares to persons who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements. The BrightSphere US Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. Accordingly, the BrightSphere US Shares may not be offered, sold, delivered or transferred, directly or indirectly, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national, resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.
This document should be read in conjunction with the Registration Statement on Form S-4 (as amended) filed with the US Securities and Exchange Commission on 30 May, 2019 relating to the issuance of BrightSphere US Shares which has been filed under the Securities Act of 1933, as amended. A copy of the Registration Statement is available in electronic form on the website of the United States Securities and Exchange Commission at http://www.sec.gov. Free hard copies of the Registration Statement and certain other filings made by BrightSphere with the United States Securities and Exchange Commission may be requested by writing to the Company Secretary, at BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (or by email at info@bsig.com with a subject title “Request for Registration Statement—Attention: Company Secretary”).
Recommended proposals to establish
BrightSphere Investment Group Inc.
(a company incorporated under the laws of the state of Delaware)
as the ultimate holding company of the BrightSphere Group
by means of a Scheme of Arrangement
under sections 895 to 899 of the Companies Act 2006
A letter from the Chairman of BrightSphere, which contains the unanimous recommendation of the Directors of BrightSphere to vote in favour of the Proposals, is set out in Part I of this document. In order for the Proposals to be implemented, Shareholder approval will be sought at a general meeting of BrightSphere Shareholders (the General Meeting), expected to be held at 10.15 a.m. (US Eastern time) on 2 July 2019 (or as soon thereafter as the Court Meeting concludes or is adjourned), which will be preceded by a separate shareholder meeting convened by the Court (the Court Meeting), expected to be held at 10.00 a.m. (US Eastern time) on 2 July 2019. Apart from the fact that it will be convened by the Court, the Court Meeting is

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similar in format to any other shareholder meeting of BrightSphere. Notices of the Court Meeting and the General Meeting are set out in Part X and Part XI, respectively, of this document. A summary of the action recommended to be taken by BrightSphere Shareholders is set out in Part II of this document. An Explanatory Statement explaining the Scheme is set out in Part III of this document.
BrightSphere Shareholders should read the whole of this document and the information incorporated by reference. In addition, this document should be read in conjunction with the enclosed blue and white Forms of Proxy. Definitions in this document are set out in Part IX of this document.

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A blue Form of Proxy for use by BrightSphere Shareholders in connection with the Court Meeting, and a white Form of Proxy for use by BrightSphere Shareholders in connection with the General Meeting, are enclosed with this document. Whether or not BrightSphere Shareholders intend to attend the Meetings in person, please complete and sign each of the relevant Forms of Proxy in accordance with the instructions printed thereon and return them to the Registrar at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, as soon as possible and, in any event, so as to be received no later than 1 July 2019 (or, if the Court Meeting or the General Meeting is adjourned, the day immediately prior to the date fixed for the relevant adjourned Meeting). If the blue Form of Proxy for the Court Meeting is not returned by the above date, it may be handed to the chairman of the Court Meeting or the Registrar at the Court Meeting before the start of the Court Meeting. However, in the case of the General Meeting, unless the white Form of Proxy is returned by 1 July 2019 (or, if the General Meeting is adjourned, the day immediately prior to the date fixed for the adjourned General Meeting), it will be invalid. The completion and return of a Form of Proxy will not prevent BrightSphere Shareholders from attending and voting in person at the Court Meeting or the General Meeting or any adjournments thereof, if they so wish and are so entitled.
As an alternative to completing and returning the Forms of Proxy in hard copy, BrightSphere Shareholders may submit their Forms of Proxy electronically at www.investorvote.com/BSIG-Special. For security purposes, such BrightSphere Shareholders will need their Control Number which is given on their Forms of Proxy. Electronic proxies must be received no later than 2.00 a.m. (US Eastern time) on 2 July 2019 (or, if either the Court Meeting or the General Meeting is adjourned, 2.00 a.m. on the date fixed for the relevant adjourned Meeting).
In the case of BrightSphere Shares held in DTC such BrightSphere Shares are currently registered in the name of the DTC Nominee on the share register maintained by Computershare, BrightSphere's registrar, and therefore the DTC Nominee is the Holder of such BrightSphere Shares for the purposes of the Court Meeting and the General Meeting. Underlying Shareholders of such BrightSphere Shares may provide the DTC Nominee with voting instructions or either directly or, if any such Underlying Shareholder's interest in such BrightSphere Shares is held in "street name" (i.e. held in the name of a bank, broker or other holder of record), indirectly (via such bank, broker or other holder) may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the Court Meeting or the General Meeting in person in respect of the BrightSphere Shares in which such Underlying Shareholder is interested. In order to have the right to give such voting instructions (or to apply for such a letter of representation or to be so appointed a proxy) in respect of any BrightSphere Shares registered in the name of the DTC Nominee, an Underlying Shareholder must have held the relevant interest in BrightSphere Shares at the Underlying Shareholder Voting Record Time. If you are such an Underlying Shareholder and wish to submit voting instructions or wish to be appointed as a corporate representative or proxy in respect of the BrightSphere Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any BrightSphere Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.
An application will be submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG”, the same symbol under which BrightSphere Shares are currently listed. It is expected that the BrightSphere Shares will continue trading on the NYSE until the close of business on the Effective Date and that the admission of the BrightSphere US Shares to trading on NYSE will become effective and that normal settlement will commence on or around the Trading Day next following the Effective Date. The shares of common stock of BrightSphere US will be registered on the Registration Statement filed with the Securities and Exchange Commission and, as is the case with BrightSphere, BrightSphere US will file periodic reports with the Securities and Exchange Commission through which the Group will continue to report its financial results under US GAAP in US Dollars.

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IMPORTANT NOTICE
The release, publication or distribution of this document in jurisdictions other than the United Kingdom or the United States may be restricted by law and therefore persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposals disclaim any responsibility or liability for the violation of such requirements by any person. This document has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.
This document contains, and refers to certain other documents, including the Registration Statement, which contain, certain “forward-looking statements”, including statements about current beliefs and expectations of the Directors. In particular, the words “expect”, “anticipate”, “estimate”, “may”, “should”, “plans”, “intends”, “will”, “believe” and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. These statements are based on the Board’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Group’s financial performance. Although the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward-looking statements involve known and unknown risks and uncertainties and speak only as of the date they are made. You are hereby cautioned that certain important factors could cause actual results, outcomes, performance or achievements of BrightSphere or BrightSphere US or industry results to differ materially from those expressed or implied in forward-looking statements. These factors include, but are not limited to, those described in the “Risk Factors” section of the Registration Statement, which is available as set out in paragraph 15 of Part III of this document.



TABLE OF CONTENTS



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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Expected timetable of principal events
 
Event
Time and/or date1
Underlying Shareholder Voting Record Time in respect of the Court Meeting and General Meeting
6.00 p.m. on 28 May 2019
Publication of this document
3 June 2019
Registered Shareholder Voting Record Time in respect of the Court Meeting and General Meeting
6.00 p.m. on 26 June 2019
Latest time and date for receipt of the Forms of Proxy for the Court Meeting and General Meeting, if delivered in hard copy
 1 July 20192 
Latest time and date for receipt of the Forms of Proxy for the Court Meeting and General Meeting, if delivered electronically
2.00 a.m. on 2 July 2019
Court Meeting
10.00 a.m. on 2 July 2019
General Meeting
10.15 a.m.3 on 2 July 2019
Court Hearing to sanction the Scheme
11 July 2019
Scheme Record Time
6.00 p.m. on 12 July 2019
Effective Date
 12 July 2019
Suspension of BrightSphere Shares from trading on NYSE
4.00 p.m. on 12 July 2019
Admission of the BrightSphere US Shares to the NYSE and commencement of trading in BrightSphere US Shares on the NYSE
9.30 a.m. on 15 July 2019
(1) All references to time in this timetable are to US Eastern time (unless otherwise indicated).
(2) Alternatively, in the case of the Court Meeting, the blue Form of Proxy may be handed to the chairman of the Court Meeting or the Registrar at the Court Meeting before the start of the Court Meeting.
(3) The General Meeting is to commence at 10.15 a.m. (US Eastern time) or, if later, immediately after the conclusion or adjournment of the Court Meeting.

The expected dates and times listed above may be subject to change.

The Court Meeting and the General Meeting* will be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA at 10.00 a.m. and 10.15 a.m. (US Eastern time), respectively, on 2 July 2019.
*The General Meeting is to commence at 10.15 a.m. (US Eastern time) or, if later, immediately after the conclusion or adjournment of the Court Meeting.





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PART I LETTER FROM THE CHAIRMAN OF BRIGHTSPHERE

BRIGHTSPHERE INVESTMENT GROUP PLC
(Incorporated and registered in England and Wales with registered number 09062478)
Directors:
Registered office:
Guang Yang (President, CEO and Executive Chairman)
Robert Chersi
Maliz Beams
Reginald Love
John Paulson
Barbara Trebbi
C/O BrightSphere International Ltd. Millennium Bridge House, 2 Lambeth Hill, London, England, EC4V 4GG

3 June 2019
To:
Shareholders of BrightSphere Investment Group Plc
Dear Shareholder
Recommended proposals relating to the introduction of BrightSphere Investment Group Inc. as the new, Delaware-domiciled ultimate holding company for the Group
1.
INTRODUCTION

In November 2018, BrightSphere announced its expectation that it would redomicile to the United States, and on February 7, 2019, BrightSphere announced that, following an extensive review, the Board had decided to proceed with restructuring the BrightSphere Group and to changing the jurisdiction of incorporation of the holding company of the BrightSphere Group from England to Delaware. The Board believes that the Redomestication, combined with other changes in the organisation of BrightSphere's subsidiaries within the Group, should deliver a number of benefits to the business conducted by the Group and to the shareholders of BrightSphere. The Redomestication is expected to reduce expenses and to allow us to provide improved clarity to shareholders around our legal, governance and regulatory framework. Through our existing subsidiaries, we already have a substantial presence in the United States and a majority of the BrightSphere Group’s employees and operating assets are in the U.S.
For holders of BrightSphere Shares, much will remain unchanged following the Redomestication. However, there will be some differences in your shareholder rights, given the differences between the laws of England and Wales and Delaware law.
If the Proposals are implemented, BrightSphere US, a company incorporated in Delaware and currently a wholly-owned subsidiary of the Company, will become the holding company of the Group. The Redomestication will be implemented through a Court-approved scheme of arrangement, which is an English law statutory process under Sections 895 to 899 of the UK Companies Act. Among other things, the Proposals will require the approval of BrightSphere Shareholders. For this purpose, the Company will convene two consecutive meetings of BrightSphere Shareholders, with the first meeting beginning at 10.00 a.m. Eastern Time on 2 July 2019 at 101 Park Avenue, 39th Floor, New York, NY 10178. You will be asked to vote on one proposal at each meeting, as described in more detail below. At the first meeting, which is required to be held pursuant to the laws of England and Wales, BrightSphere Shareholders will be asked to approve the scheme of arrangement, which is


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also subject to approval of the High Court of Justice of England and Wales. At the second meeting, which will occur immediately after the first meeting, BrightSphere Shareholders will be asked to approve an amendment to BrightSphere’s Articles of Association that will assist BrightSphere in effecting the Proposals, to approve BrightSphere US’s adoption and assumption of certain incentive plans, and to authorize the directors of BrightSphere to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect.
If BrightSphere Shareholders approve the proposals at the two meetings, and the Court sanctions the Scheme, the Redomestication is expected to be implemented on 15 July 2019.
The purpose of this document is to:
explain the Proposals and why your Board considers the Proposals to be in the best interests of BrightSphere and its shareholders as a whole;

provide you with full details of the Proposals and the implications for your rights as a shareholder; and

seek your support to vote in favour of the Proposals.

Details of the specific actions you need to take to vote on the Proposals can be found in Part II of this document.

2.
BACKGROUND TO, AND REASONS FOR, THE PROPOSALS

The Board believes that the Redomestication, combined with other changes in the structure through which subsidiaries are held, should deliver a number of benefits to the business conducted thereby and to the BrightSphere Shareholders. The Board has determined that it expects the Redomestication to result in an overall simplification of our corporate structure, which is in our best interests and the best interests of our shareholders and our Affiliates. Departments such as Accounting, Tax, Legal, Compliance and Human Resources will experience significantly less complexity. This will lead to a reduction in the resources required in these areas and key staff can be reallocated to focus on growth-oriented initiatives. The Board believes that the achievement of our strategic goals would be enhanced by our investors clearly identifying us as a U.S. corporation.
BrightSphere was incorporated in England and Wales in 2014 as a wholly owned subsidiary of Old Mutual plc, a UK insurance and banking company. In 2017, Old Mutual plc sold its remaining interest in BrightSphere as part of a managed separation, with the exception of an immaterial number of shares, which Old Mutual plc continued to hold. Following this separation from Old Mutual plc, there is no longer a strategic reason for the holding company of the BrightSphere Group to remain an English company. While BrightSphere has served the Group and our shareholders well, the Board believes that there are compelling reasons at this time that support simplifying the corporate structure of the BrightSphere Group.
The BrightSphere Group is a multi-national business with operations in many countries. However, all of our significant operating businesses and Affiliates are located in the United States. As such, the BrightSphere Group has not had any substantive connection to the United Kingdom following its separation from Old Mutual plc. Our Board believes that the additional complexity arising from our existing corporate structure may prevent us from maximising the opportunities and relationships with investors and potential partners, many of whom prefer to engage in business with a U.S. entity.
The BrightSphere Group believes that a significant majority of its beneficial shareholders are U.S.-based institutional investors. As a result, the Board believes it is appropriate to have the BrightSphere Group’s holding company based in the United States to, among other things, avoid any confusion


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among our current or prospective shareholders around our corporate structure. Additionally, the BrightSphere Group’s management is familiar with the applicable Delaware and federal laws that would apply to a U.S. holding company, which may be more attractive to U.S.-based investors as compared to the laws of England and Wales. The Board believes that a U.S. holding company may enhance shareholder value over the long term with greater acceptance of us in the capital markets, improved marketability of our shares and more efficiency in our operations. The Board anticipates that the annual operating expenses of the Group will be reduced post Redomestication, exclusive of the one-time transformation costs.
Furthermore, the incremental tax cost of being a U.S.-based multinational corporation has decreased materially as a result of U.S. corporate tax reform. While our tax rate is expected to increase immaterially as a result of the proposed Redomestication, we will be able to more efficiently utilise certain deferred tax assets on our balance sheet. Due to tax law changes in the U.S. and the U.K. the Board believes the beneficial tax arbitrage of remaining a U.K.-domiciled company under the corporate structure put in place at the time of our initial public offering have been significantly reduced, and will no longer outweigh the added expense and complexity from being domiciled in the UK.
For the foregoing reasons, the Board also believes that the shareholder returns that can be driven by executing the current strategy as a U.S.-based holding company far outweigh the additional income taxes the BrightSphere Group would expect to pay as a result of the proposed Redomestication. The Redomestication will allow for improvement in operations and reduce administrative costs while simplifying the corporate structure and governance and regulatory framework, including the BrightSphere Group’s tax position. Following a thorough review, the Board has determined that having the ultimate holding company of the BrightSphere Group incorporated in the U.S. will increase opportunities for growth and is best for the BrightSphere Group, its shareholders and its employees.
After considering various factors, the Board has determined that it is beneficial to proceed with the Redomestication. The Board’s determination that Delaware is the preferred jurisdiction of incorporation of the parent of the BrightSphere Group was based on many factors, including:
Delaware offers predictable and well-established corporate laws;

Delaware has a well-developed legal system that we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

the perception of a Delaware corporation among regulatory authorities, investors and creditors as being highly favourable; and

Delaware corporate law provides significant flexibility around corporate transactions, including the issuance of equity and the payment of dividends, while at the same time protecting the rights of stockholders.

BrightSphere cannot assure you that the anticipated benefits of the Redomestication will be realised. In addition, despite the potential benefits described above, the Redomestication will expose you and the BrightSphere Group to potential risks, including relating to future income tax policy in the United States. This is further discussed in the “Risk Factors” set out in the Registration Statement.
In December 2018, BrightSphere contributed interests in certain entities and certain other co-investment assets to BrightSphere, in contemplation of the completion of the Redomestication.
The Board has considered both the potential advantages of the Redomestication and these potential risks and has unanimously approved the actions required to carry out the Redomestication, including


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implementation of the Scheme, and recommends unanimously that shareholders vote to approve the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting.
3.
SUMMARY OF THE PROPOSALS

Overview
The Proposals involve three principal stages:
An internal reorganisation of the BrightSphere Group, the principal purpose of which is, together with the Seed Capital Contribution, to transfer substantially all of the material assets and liabilities of BrightSphere (other than the shares held by BrightSphere in BrightSphere US itself) to BrightSphere US;

A Scheme of Arrangement, the principal purpose of which is for BrightSphere US to become the new holding company of the Group in place of BrightSphere, with BrightSphere Shareholders receiving new BrightSphere US Shares in exchange for their BrightSphere Shares; and

The re-registration of BrightSphere as a private company and the election by BrightSphere to be treated as an entity that is disregarded as separate from BrightSphere US for United States federal income tax purposes.

The Pre-Scheme Reorganisation
Conditional on the sanction of the Scheme by the Court, BrightSphere will implement an internal Group reorganisation, under which (among other things):
all of the subsidiaries currently owned by BrightSphere but which are not currently owned directly or indirectly by BrightSphere US (other than BrightSphere US itself) will be transferred to BrightSphere US;

BrightSphere’s obligations under the Bank Loan and the Public Debt, and certain other obligations and liabilities of BrightSphere, will be transferred to BrightSphere US; and

some (but not all) of the existing intercompany debt owed by BrightSphere US to BrightSphere may be capitalised.

Following the implementation of the Pre-Scheme Reorganisation and the Scheme, BrightSphere will continue to hold certain residual assets including in particular the benefit of the residual proportion of the intercompany debt owed to BrightSphere by BrightSphere US and some cash (such cash expected to be in the region of US$7 million). Such assets will be retained by BrightSphere and used by BrightSphere to satisfy certain residual liabilities of BrightSphere which will remain outstanding following implementation of the Scheme.  The Board believes that such residual liabilities of BrightSphere are unlikely to exceed US$5.5, and is therefore of the opinion that, following implementation of the Proposals, BrightSphere will have sufficient liquid assets (in the form of cash and the benefit of the inter-company debt referred to above) to enable BrightSphere to satisfy all such residual liabilities in full.
The Scheme
If the Scheme is sanctioned by the Court, approved by the requisite majority of BrightSphere’s shareholders and becomes effective, it will result in (i) holders of BrightSphere Shares becoming holders of the same number of BrightSphere US Shares as the number of BrightSphere Shares


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which they held immediately prior to the Scheme becoming effective; and (ii) those BrightSphere Shares being transferred to the Depositary, which will then issue Depositary Receipts to Brightsphere US, with the effect that BrightSphere becomes a wholly-owned subsidiary of BrightSphere US.
Under the Scheme, BrightSphere Shareholders at the Scheme Record Time will receive, in exchange for their BrightSphere Shares, BrightSphere US Shares on the following basis:
for every one BrightSphere Share one BrightSphere US Share
As of 28 May 2019, 91,869,338 BrightSphere Shares were in issue and there were 2 registered Shareholders.
Issue of new Brightsphere US Shares
Accordingly, following the implementation of the Scheme and the Pre-Scheme Reorganisation, a BrightSphere US Stockholder will effectively (ignoring the small residual holding of BrightSphere US Shares retained by BrightSphere, which is proposed to be cancelled shortly after implementation of the Scheme) have the same proportionate interest in the profits, net assets and distributions of the Group as it had as a BrightSphere Shareholder immediately before the Scheme became effective.
The BrightSphere US Shares to be issued under the Scheme will be issued credited as fully paid and non-assessable and will rank pari passu in all respects with the BrightSphere US Shares which are expected to be in issue on the Effective Date (being the 51 BrightSphere US Shares held by BrightSphere, which are proposed to be cancelled shortly after implementation of the Scheme), including in relation to the right to receive notice of, and to attend and vote at, meetings of stockholders of BrightSphere US, the right to receive and retain any dividends declared, made or paid by reference to a record date falling after the Effective Date and to participate in the assets of BrightSphere US upon a winding-up of BrightSphere US. The new BrightSphere US Shares to be issued pursuant to the Scheme will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever.
In the case of BrightSphere Shares currently held in the name of the DTC Nominee, the new BrightSphere US Shares to be issued by BrightSphere US will also be issued to the DTC Nominee. Computershare will serve as the transfer agent and registrar for all of the BrightSphere US Shares. The BrightSphere US Shares to be issued by BrightSphere US to the DTC Nominee will be recorded in the name of the DTC Nominee on the share register maintained by Computershare. The BrightSphere US Shares recorded in the name of the DTC Nominee will be held by the DTC Nominee as nominee for the Underlying Shareholders who participate in the DTC system. Underlying Shareholders will beneficially own their BrightSphere US Shares through their broker, dealer or other nominee who is a direct participant in the DTC system and which will be reflected on DTC’s system in the name of such broker, dealer or other nominee. All other BrightSphere US Shares issued by BrightSphere US, including BrightSphere US Shares issuable in respect of BrightSphere Shares currently held outside DTC, will be recorded in book-entry form on the share register maintained by Computershare in the name of the registered/legal owner thereof.
An application will be submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG”, the same symbol under which BrightSphere Shares are currently listed. It is expected that the BrightSphere Shares will continue trading on the NYSE until the close of business on the Effective Date and that trading in the BrightSphere US Shares on the NYSE will commence at the open of business on the Trading Day next following the Effective Date.
A full explanation of the Scheme is contained in the Explanatory Statement in Part III of this document. Among other things, Part III explains certain proposals relating to the treatment of certain Overseas Shareholders. The terms of the Scheme are set out in full in Part VII of this document.


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Transfer of existing BrightSphere Shares to CDRNL
As part of the Scheme, following the issue of the new BrightSphere US Shares to Holders of BrightSphere Shares at the Scheme Record Time, all of the BrightSphere Shares in issue at the Scheme Record Time will be transferred to CDRNL, which will hold those BrightSphere Shares as a nominee for the Depositary (acting in its capacity as a depositary).
The BrightSphere Shares will be acquired by CDRNL with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the BrightSphere Shares. As a result, in relation to any BrightSphere Shares previously held by the DTC Nominee, any and all rights and interests of any Underlying Shareholders in or in respect of such BrightSphere Shares will be extinguished and the Underlying Shareholders who participate in the DTC system shall cease to hold any interest in such BrightSphere Shares on DTC’s records and all Underlying Shareholders (whether direct participants in the DTC system or beneficial owners of interests in shares held by a broker, dealer or other nominee which is a direct participant) shall have no ongoing entitlement, right or interest in the BrightSphere Shares following such transfer.
BrightSphere and BrightSphere US are putting in place arrangements pursuant to which, subject to the BrightSphere Shares being transferred to CDRNL under the Scheme, the Depositary will issue to BrightSphere US an equivalent number of Depositary Receipts representing those BrightSphere Shares. The Depositary Receipts will be issued on terms such that the holder of those Depositary Receipts will effectively have economic ownership of, and the right to direct the exercise of the voting rights attached to, the underlying BrightSphere Shares. As a result, following the Scheme, BrightSphere US will be the effective economic owner and controller of BrightSphere.
The last day of trading in BrightSphere Shares prior to their transfer to CDRNL pursuant to the Scheme is expected to be 12 July 2019. The last time for registration of transfers of BrightSphere Shares prior to their transfer to CDRNL pursuant to the Scheme is expected to be 6.00 p.m. (US Eastern time) on 12 July 2019, the Scheme Record Time.
Application will be made for BrightSphere US Shares (including those to be issued to BrightSphere shareholders under the Scheme) to be listed on the NYSE. It is expected that admission of the BrightSphere US Shares to the NYSE will become effective and that trading of the BrightSphere US Shares on the NYSE will commence at the open of business on 15 July 2019 (being the date expected to be the Trading Day next following the Effective Date).
These dates may be deferred if it is necessary to adjourn any meetings required to approve the arrangements described in this document or if there is any delay in obtaining the Court’s sanction of the Scheme. In the event of a delay for these or any other reasons, the application for the BrightSphere Shares to be exchanged will be deferred, so that the BrightSphere Shares on the NYSE will not be suspended until immediately before the Scheme takes effect.
Conditions
Implementation of the Scheme is conditional (among other things) upon:
approval of the Scheme at the Court Meeting;



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approval of the resolutions being required to facilitate the implementation of the Scheme at the General Meeting;

sanction of the Scheme by the Court;

a copy of the Scheme Court Order having been delivered to the Registrar of Companies for England and Wales for registration;

an application having been submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG” (the same symbol under which BrightSphere Shares are currently listed) which will become effective on or around the Trading Day next following the Effective Date;

approval under the terms of the Bank Loan (if required) for the proposed transfer of the Bank Loan to BrightSphere US;

no statute, rule or regulation being enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Scheme; and

no order or injunction of a court of competent jurisdiction being in effect that prevents the consummation of the Scheme.

Re-registration of BrightSphere as a private company and cancellation of remaining share in BrightSphere US
Immediately following the transfer of the BrightSphere Shares to CDRNL pursuant to the Scheme, it is intended that BrightSphere US will procure the passing of a special resolution approving the re-registration of BrightSphere as a private company. As part of the same resolution, it is also proposed that BrightSphere will change its name to BrightSphere Limited, and will adopt new Articles of Association suitable for a private company.
Following the re-registration of BrightSphere as a private company, it is proposed that BrightSphere will (a) elect to be treated as an entity that is disregarded as separate from BrightSphere US for United States federal income tax purposes, and (b) forfeit to BrightSphere US for no consideration, and BrightSphere US will cancel and place in treasury, the remaining BrightSphere US Shares which will be owned by BrightSphere at such time.
4.
BRIGHTSPHERE US

BrightSphere US is currently a direct wholly-owned subsidiary of BrightSphere and an intermediate holding company in the BrightSphere Group. It is already an intermediate holding company for many of BrightSphere’s subsidiaries, and, as noted above, the Group will implement an internal reorganisation, as a result of which substantially all of the assets and liabilities of BrightSphere not already held beneath BrightSphere US will be transferred to BrightSphere US, so that, after the Scheme has become effective and the Pre-Scheme Reorganisation has completed, the Group will have substantially the same business and operations, and substantially the same assets and liabilities, immediately after the Effective Date as the Group has before the Effective Date, but with BrightSphere US as the new holding company of the Group.
BrightSphere US will have the same Board and management team as BrightSphere has immediately prior to the Effective Date, and the Group will continue to report its financial results under US GAAP in US Dollars.


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Further information regarding BrightSphere US is set out in Part IV and in the Registration Statement (which is available as set out in paragraph 15 of Part III of this document).
5.
GOVERNANCE

There are a number of differences between the company law and regulation which applies to BrightSphere US, as a result of it being incorporated in Delaware, and the company law and regulation which applies to BrightSphere, as a result of it being incorporated in England and Wales, some of which may affect the rights of holders of BrightSphere Shares if the Proposals are implemented. A table comparing certain of the provisions of the Delaware General Corporation Law and the UK Companies Act which relate to certain rights and protections of shareholders is set out in Part VIII.
The principal differences between the BrightSphere Articles and BrightSphere US Charter and Bylaws are explained in paragraph 1 of Part VIII of this document. Some (but not all) of these differences arise by reason of BrightSphere US being a company incorporated in Delaware and not in England and Wales.
BrightSphere is party to the Shareholder Agreement and Registration Rights Agreement, under which Paulson, its largest Underlying Shareholder, enjoys a number of governance and other rights, including the right to appoint directors to the Board. On 17 May 2019, BrightSphere US entered into a stockholder agreement and a registration rights agreement with Paulson containing substantially similar rights to the rights currently provided to Paulson under the Shareholder Agreement and Registration Rights Agreement, which agreements will become effective upon consummation of the Redomestication (and the Shareholder Agreement and Registration Rights Agreement will be terminated).
Notwithstanding the differences between the BrightSphere US Charter and Bylaws and the BrightSphere Articles, and the differences between Delaware law and English law, with effect from the Effective Date, the voting rights relating to the BrightSphere US Shares will, for most purposes, be substantially the same as the voting rights relating to the BrightSphere Shares and the BrightSphere US Shares will rank pari passu for dividends and in all respects with other fully paid BrightSphere US Shares in issue on the Effective Date.
6.
DIVIDEND POLICY

The Board of BrightSphere US intends that its dividend policy, once the Scheme becomes effective, will follow BrightSphere’s current policy, which is set out below.
BrightSphere’s current dividend policy targets a dividend payout generally in the range of 20-25% of economic net income, a non-GAAP measure used by BrightSphere to manage its operations, subject to maintaining a sustainable quarterly dividend per share. Any declaration of dividends is at the discretion of the Board of Directors and will depend on BrightSphere’s financial condition, earnings, cash needs, regulatory constraints, capital requirements and any other factors that the Board deems relevant in making such a determination.
7.
TAXATION

Certain BrightSphere Shareholders may be required to recognise gain on the exchange if they do not elect to include certain amounts as a deemed dividend.
Your attention is drawn to the general guidance on the tax position of BrightSphere Shareholders set out in Part VI of this document.


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The summary is intended as a guide only. Holders of BrightSphere Shares who are in any doubt about their tax position, or who are resident for tax purposes outside the United States, are strongly advised to contact an appropriate professional independent adviser immediately.
8.
BRIGHTSPHERE SHAREHOLDERS

The actions required from BrightSphere Shareholders are set out in Part II and in paragraph 17 of Part III of this document.
9.
BRIGHTSPHERE SHAREHOLDER AND COURT APPROVALS REQUIRED

In order for the Proposals to be implemented, shareholder approval will be sought at a general meeting of BrightSphere Shareholders (the “General Meeting”), expected to be held at 10.15 a.m. (US Eastern time) on 2 July 2019 (or as soon thereafter as the Court Meeting concludes or is adjourned), which will be preceded by a separate shareholder meeting convened by the Court (the “Court Meeting”), expected to be held at 10.00 a.m. (US Eastern time) on 2 July 2019. Apart from the fact that it will be convened by the Court, the Court Meeting is similar in format to any other shareholder meeting of BrightSphere.
In particular:
(a)
the Scheme requires approval by BrightSphere Shareholders at the Court Meeting. For the Scheme to be approved, it must be supported by BrightSphere Shareholders representing both:

(i)
a simple majority by number of those BrightSphere Shareholders eligible to vote who are present and voting (either in person or by proxy) at the Court Meeting; and
(ii)
not less than 75 per cent. in nominal value of the BrightSphere Shares voted (either in person or by proxy) at the Court Meeting.

(b)
the Scheme also requires the passing of a special resolution at the General Meeting. This special resolution requires approval by a majority of not less than 75 per cent. of the BrightSphere Shares voted at the General Meeting.

Further particulars of the Court Meeting and the General Meeting are contained in the Explanatory Statement in Part III of this document.
In addition, the Scheme requires the confirmation of the Court. The Court hearing to approve the Scheme is expected to be held on 11 July 2019.
The Proposals can be implemented only if they receive sufficient support from BrightSphere Shareholders at each of the Meetings.
Notices convening the Court Meeting and the General Meeting at which the approvals for the implementation of the Proposals will be sought from BrightSphere Shareholders are set out in Part X and Part XI, respectively, of this document. Both Meetings will be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA on 2 July 2019, with the Court Meeting beginning at 10.00 a.m. (US Eastern time) and the General Meeting beginning at 10.15 a.m. (US Eastern time) (or, if later, immediately following the conclusion or adjournment of the Court Meeting).


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10.
ADDITIONAL INFORMATION

10.1    Share plans

10.1.1    Assumption of Equity Plans by BrightSphere US

Prior to, but conditional on, the Scheme becoming effective, and subject to the passing of the Special Resolution at the General Meeting, BrightSphere US will adopt and assume the sponsorship of the Equity Plans, to become effective as of the Effective Date. At the same time as the Equity Plans are so adopted and assumed, the Equity Plans will be amended and restated as necessary to give effect to the Scheme and to include certain updates to the plans. Shareholder approval of the Special Resolution will also constitute shareholder approval of the adoption, assumption and restatement of the Equity Plans by BrightSphere US, and the substitution of BrightSphere US for BrightSphere as the granting corporation under the Equity Plans.
Further Information on the effect of the Proposals on the Equity Plans is set out in paragraph 3 of Part VIII of this document.
10.1.2    Treatment of outstanding awards under BrightSphere Equity Plans

If the Scheme is approved and becomes effective, BrightSphere US will assume all BrightSphere’s existing rights and obligations in connection with awards granted under the Equity Plans and under the 2014 Employee Plan that are outstanding immediately prior to the Effective Date. BrightSphere US Shares will be issued, held, available or used to measure benefits as appropriate under the Restated Equity Plans in lieu of BrightSphere Shares on a one-for-one basis.
Further details in relation to the assumption by BrightSphere US of outstanding awards under the Equity Plans and under the 2014 Employee Plan are set out in in paragraph 4 of Part VIII of this document.
In addition, if the Scheme is approved and becomes effective, BrightSphere US will assume BrightSphere’s existing rights and obligations in connection with the inducement option award granted outside the Equity Plans in December 2018 to BrightSphere’s chief executive officer.
10.2    Overseas Shareholders

If you are a citizen, resident or national of a jurisdiction outside the United Kingdom or the United States, your attention is drawn to paragraph 12 of Part III of this document for further details concerning the Proposals.
10.3    Explanatory Statement

Your attention is drawn to Part III of this document, which gives further details about the Proposals, the terms of the Scheme which are set out in full in Part VII of this document, the additional information set out in Part VIII of this document and the definitions in Part IX of this document. Please note that the information contained in this letter is not a substitute for reading the remainder of this document.
10.4    Registration Statement

Your attention is drawn to the Registration Statement which gives further details about BrightSphere US, the Group and the Proposals. This document should be read in conjunction with the Registration Statement. Paragraph 15 of Part III of this document provides information as to how BrightSphere Shareholders may obtain access to, or a copy of, the Registration Statement.


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11.
RECOMMENDATION

The Board considers the Proposals to be in the best interests of BrightSphere Shareholders as a whole.
Accordingly, the Board unanimously recommends that you vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as each of the Directors intends to do (or, in respect of any BrightSphere Shares in relation to which any Director is an Underlying Shareholder, to direct the DTC Nominee to do) in respect of his or her own entire legal and beneficial holdings of BrightSphere Shares.
The Directors’ legal and beneficial holdings amount to 20,022,825 BrightSphere Shares (as at the Latest Practicable Date), representing approximately 21.79% of the BrightSphere Shares in issue.
BrightSphere’s largest Underlying Shareholder, Paulson, which beneficially owns approximately 22% of the BrightSphere Shares in issue as of 28 May 2019, has entered into the Voting Agreement with BrightSphere. Pursuant to the Voting Agreement, Paulson has agreed to vote (or procure the voting of) all of its BrightSphere Shares in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, consistent with the Board’s unanimous recommendation, provided that the terms of the transactions contemplated by the Proposals and submitted for the consideration and approval of the BrightSphere Shareholders at the Court Meeting and the General Meeting are not materially different from the terms provided in the Registration Statement.

The Board urges BrightSphere Shareholders to complete, sign and return the Forms of Proxy as soon as possible and, in any event, by no later than 1 July 2019 if they are returning their Forms of Proxy in hard copy, or 2.00 a.m. (US Eastern time) on 2 July 2019 if they are submitting their Forms of Proxy electronically (or, if the Court Meeting or the General Meeting is adjourned, by no later than the day immediately prior to the date fixed for the relevant adjourned Meeting, if they are returning the relevant Form of Proxy in hard copy form, or by no later than 2.00 a.m. on the date fixed for the relevant adjourned Meeting, if they are submitting the relevant Form of Proxy electronically).
Yours sincerely
Guang Yang
President, CEO and Executive Chairman
for and on behalf of BrightSphere Investment Group plc



PART II ACTION TO BE TAKEN


WHAT YOU NEED TO DO IN RESPECT OF THE MEETINGS
1.
READ THIS DOCUMENT IN FULL

You should read this document and the Registration Statement in full before making any decision on how to vote on the Scheme at the Court Meeting or the Resolution at the General Meeting.
2.
CONSIDER AND COMPLETE FORMS OF PROXY


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BrightSphere Shareholders will find enclosed a blue Form of Proxy and a white Form of Proxy for use in connection with the Court Meeting and the General Meeting, respectively.
If you are an Underlying Shareholder, this means that you are not the person registered in BrightSphere’s register of members as the legal holder of your BrightSphere Shares (and are not, therefore, a “BrightSphere Shareholder” for the purpose of the Meetings), and instead those BrightSphere Shares will be registered in the name of the DTC Nominee, and accordingly the person who has the legal right to exercise the votes attaching to those BrightSphere Shares is the DTC Nominee. Underlying Shareholders who hold their BrightSphere Shares in DTC may provide the DTC Nominee with voting instructions (either directly or, if any such Underlying Shareholder’s interest in BrightSphere Shares is held in “street name” (i.e. held in the name of a bank, broker or other holder of record) indirectly, via such bank, broker or other holder), or may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the Court Meeting or the General Meeting in person in respect of the BrightSphere Shares in which such Underlying Shareholder is interested. In order to have the right to give such voting instructions (or to apply for such a letter of representation or to be so appointed as a proxy) in respect of any BrightSphere Shares registered in the name of the DTC Nominee, an Underlying Shareholder must have held the relevant interest in BrightSphere Shares at the Underlying Shareholder Voting Record Time. If you are such an Underlying Shareholder and wish to submit voting instructions, or wish to be appointed as a corporate representative or proxy in respect of the Brightsphere Shares in which you are interested so that you may attend the Meetings in person to exercise the voting rights attaching to the BrightSphere Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any BrightSphere Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.
3.
RETURN THE FORMS OF PROXY

Whether or not a BrightSphere Shareholder intends to be present in person at the Court Meeting or the General Meeting, BrightSphere Shareholders are requested to complete the relevant Forms of Proxy and return them in accordance with the instructions printed on them and as set out in the Notice of Court Meeting in Part X and the Notice of General Meeting in Part XI.
Apart from completing and returning the Forms of Proxy, BrightSphere Shareholders need take no further action. The return of Forms of Proxy will not prevent a BrightSphere Shareholder from attending the Meetings and voting in person if such BrightSphere Shareholder so wishes and is so entitled.
Forms of Proxy being sent in hard copy form should be sent to the Registrar at The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. As an alternative to completing and returning the Forms of Proxy in hard copy, BrightSphere Shareholders may submit their Forms of Proxy electronically at www.investorvote.com/BSIG-Special. For security purposes, such BrightSphere Shareholders will need their Control Number which is given on their Forms of Proxy. Electronic proxies must be received no later than 2.00 a.m. (US Eastern time) on 2 July 2019 (or, if either the Court Meeting or the General Meeting is adjourned, 2.00 a.m. on the date fixed for the relevant adjourned Meeting).
The Board unanimously recommends that you vote in favour of the Resolution and the Scheme and urges BrightSphere Shareholders to complete, sign and return or electronically submit the applicable Forms of Proxy as soon as possible and, in any event, by no later than 1 July 2019, if you are returning your Forms of Proxy in hard copy, or 2.00. a.m. (US Eastern time) on 2 July 2019 if you are submitting your Forms of Proxy electronically (or, if the Court Meeting or the General Meeting is adjourned, by no later than the day immediately prior to


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the date fixed for the relevant adjourned Meeting, if you are returning the relevant Form of Proxy in hard copy form, or by no later than 2.00 am on the date fixed for the relevant adjourned Meeting, if you are submitting the relevant Form of Proxy electronically).
If you are a participant in any of the BrightSphere Plans, you will be sent a separate letter in due course explaining the implications of the implementation of the Proposals for your options and awards and what action, if any, you need to take.
4.
APPOINTMENT OF MULTIPLE PROXIES

BrightSphere Shareholders are entitled to appoint a proxy in respect of some or all of their BrightSphere Shares. They are also entitled to appoint more than one person as a proxy, provided that each such person is appointed as proxy in relation to different BrightSphere Shares. A space has been included in each Form of Proxy to allow a BrightSphere Shareholder to specify the number of BrightSphere Shares in respect of which that proxy is appointed.
If you are a BrightSphere Shareholder and wish to appoint more than one proxy in respect of your BrightSphere Shares, you should contact the Company Secretary, at BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (or by email at info@bsig.com with a subject title “Additional Proxy Cards—Attention: Company Secretary”) to obtain further Forms of Proxy or photocopy the Forms of Proxy as required. You may appoint more than one proxy in relation to each Meeting, provided that each proxy is appointed to exercise the rights attached to different BrightSphere Shares held. The following principles shall apply in relation to the appointment of multiple proxies:
(a)
BrightSphere will attempt to give effect to the perceived intentions of BrightSphere Shareholders and include votes wherever and to the fullest extent possible. BrightSphere shall be entitled to take into account any guidance provided by a BrightSphere Shareholder or other available evidence when determining how to apply the following principles, and in general in determining rights of priority and the continuing validity of proxies.

(b)
Where a Form of Proxy does not state the number of BrightSphere Shares to which it applies (a "blank proxy"), then such Form of Proxy will be treated as invalid and of no effect.

(c)
Where there is more than one proxy appointed by a BrightSphere Shareholder, and the total number of BrightSphere Shares in respect of which proxies are appointed by such BrightSphere Shareholder is no greater than the total number of BrightSphere Shares by such BrightSphere Shareholder, it will be assumed that such proxies are appointed in relation to different BrightSphere Shares, rather than that conflicting appointments have been made in relation to the same BrightSphere Shares. That is, there will only be assumed to be a conflict where the aggregate number of BrightSphere Shares in respect of which proxies have been appointed by a BrightSphere Shareholder exceeds such BrightSphere Shareholder’s entire holding of BrightSphere Shares.

(d)
When considering conflicting proxies, unless other guidance is provided later proxies will prevail over earlier proxies and a later proxy will be determined on the basis of which proxy is last sent (or, if BrightSphere is unable to determine which is last sent, the last received). Proxies in the same envelope will be treated as sent and received at the same time to minimise the number of conflicting proxies.
 
(e)
If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) a BrightSphere Shareholder’s entire holding of BrightSphere Shares, or if it becomes apparent from other evidence that conflicting proxies which are sent or received


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at the same time relate to the same BrightSphere Shares, none of them will be treated as valid.

(f)
Where the aggregate number of BrightSphere Shares in respect of which proxies are appointed by a BrightSphere Shareholder exceeds such BrightSphere Shareholder’s entire holding of BrightSphere Shares and it is not possible to determine either which Forms of Proxy have been erroneously completed or the order in which they were sent or received, the number of votes attributed to each proxy will be reduced in due proportion (on the basis that, as far as possible, conflicting Forms of Proxy should be judged to be in respect of different BrightSphere Shares).

(g)
Where the application of paragraph (f) above gives rise to fractions of BrightSphere Shares, such fractions will be rounded down.

(h)
If a BrightSphere Shareholder appoints a proxy or proxies and then decides to attend the Court Meeting or the General Meeting (as applicable) in person and exercise the voting rights attaching to any of such BrightSphere Shareholder's BrightSphere Shares, using his poll card, then the vote in person by such BrightSphere Shareholder will override the proxy vote(s) attaching to such BrightSphere Shares. If the vote in person is in respect of the BrightSphere Shareholder’s entire holding, then all proxy votes will be disregarded.

(i)
If an Underlying Shareholder plans on attending the Court Meeting or the General Meeting in person, they will need to be appointed as a proxy or representative by the registered holder of their BrightSphere Shares in relation to the number of BrightSphere Shares to which they are beneficially entitled.

(j)
In relation to paragraph (h) above, in the event that a BrightSphere Shareholder does not specifically revoke proxies and no other guidance or evidence is provided to BrightSphere, it will not be possible for BrightSphere to determine the intentions of the BrightSphere Shareholder in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SHAREHOLDER OPINION. BRIGHTSPHERE SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN THEIR FORMS OF PROXY AS SOON AS POSSIBLE.



PART III EXPLANATORY STATEMENT

(Explanatory Statement in compliance with the provisions of s.897 of the UK Companies Act)
3 June 2019
To:    BrightSphere Shareholders
Recommended proposals relating to the introduction of BrightSphere Investment Group Inc. as the new, Delaware-domiciled ultimate holding company for the Group
1.
INTRODUCTION



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In November 2018, BrightSphere announced its expectation that it would redomicile to the United States, and on February 7, 2019, BrightSphere announced that, following an extensive review, the Board had decided to proceed with restructuring the BrightSphere Group and to changing the jurisdiction of incorporation of the holding company of the BrightSphere Group from England to Delaware. The Board believes that the Redomestication, combined with other changes in the organization of BrightSphere's subsidiaries within the Group, should deliver a number of benefits to the business conducted by the Group and to the shareholders of BrightSphere. The Redomestication is expected to allow us to provide improved clarity to shareholders around legal, governance and equity structures. Through our existing subsidiaries, we already have a substantial presence in the United States and a majority of the BrightSphere Group’s employees and operating assets are in the U.S.
For holders of BrightSphere Shares, much will remain unchanged following the Redomestication. However, there will be some differences in your shareholder rights, given the differences between the laws of England and Wales and Delaware law.
If the Proposals are implemented, BrightSphere US, a company incorporated in Delaware and currently a wholly-owned subsidiary of BrightSphere, will become the holding company of the Group. The Redomestication will be implemented through a Court-approved scheme of arrangement, which is an English law statutory process under Sections 895 to 899 of the UK Companies Act.
BrightSphere US will have the same Board and management team as BrightSphere has immediately prior to the Effective Date. The Group will continue to report its financial results under US GAAP in US Dollars. As is the case for BrightSphere, the shares of common stock of BrightSphere US will be registered on a registration statement filed with the United States Securities and Exchange Commission and application has been made for the BrightSphere US Shares to be listed on the NYSE.
2.
SUMMARY OF THE PROPOSALS

2.1    Overview

The Proposals involve three principal stages:
An internal Group reorganisation of the BrightSphere Group, the principal purpose of which is, together with the Seed Capital Contribution, to transfer substantially all of the material assets and liabilities of BrightSphere (other than the shares held by BrightSphere in BrightSphere US itself) to BrightSphere US;

A Scheme of Arrangement, the principal purpose of which is for BrightSphere US to become the new holding company of the Group in place of BrightSphere, with BrightSphere Shareholders receiving new BrightSphere US Shares in exchange for their BrightSphere Shares; and

The re-registration of BrightSphere as a private company and the election by BrightSphere to be treated as an entity that is disregarded from BrightSphere US for United States federal income tax purposes.

The Seed Capital Contribution and the Proposals to implement the Redomestication as described herein, and all transactions and actions taken in connection therewith, are intended to constitute an integrated transaction for United States federal income tax purposes, and this document and the other documents through which those transactions and actions are effected are intended to constitute a “plan of reorganisation” within the meaning of United States Treasury Regulations Section


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1.368-2(g) that is being adopted by BrightSphere and BrightSphere US, as required by United States Treasury Regulations Section 1.368-3(a).
2.2    The Pre-Scheme Reorganisation

The following chart gives an overview of the structure of the BrightSphere Group as at the date of this document:
preredomicilecharta03.jpg
Conditional on the sanction of the Scheme by the Court, BrightSphere will implement an internal Group reorganisation, under which (among other things):
BrightSphere will transfer the entire issued share capital of each of SCO Investment Holdings Limited and BrightSphere Holdings Limited, being two directly-owned subsidiaries of BrightSphere, to BrightSphere US;

BrightSphere’s obligations under the Bank Loan and the Public Debt, and certain other obligations and liabilities of BrightSphere, will be transferred to BrightSphere US; and

Some (but not all) of the existing intercompany debt owed by BrightSphere US to BrightSphere may be capitalised.

Following the implementation of the Pre-Scheme Reorganisation and the Scheme, BrightSphere will continue to hold certain residual assets including in particular the benefit of the residual proportion of the intercompany debt owed to BrightSphere by BrightSphere US and some cash (such cash expected to be in the region of US$7 million). Such assets will be retained by BrightSphere and used by BrightSphere to satisfy certain residual liabilities of BrightSphere which will remain outstanding following implementation of the Scheme.  The Board believes that such residual liabilities of BrightSphere are unlikely to exceed US$5.5, and is therefore of the opinion that, following implementation of the Proposals, BrightSphere will have sufficient liquid assets (in the form of cash and the benefit of the inter-company debt referred to above) to enable BrightSphere to satisfy all such residual liabilities in full.


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The following chart gives an overview of the structure of the BrightSphere Group following the implementation of the Proposals:
postredomicilechartv2a05.jpg


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The Directors do not intend to proceed with this reorganisation if the Scheme is not approved at the Court Meeting or the Resolution is not approved at the General Meeting, if the Court does not sanction the Scheme, or if the Directors determine that the Scheme does not proceed for any other reason.
2.3    Overview of the Scheme

If the Scheme is approved and becomes effective, it will result in (i) Holders of BrightSphere Shares becoming holders of the same number of BrightSphere US Shares as the number of BrightSphere Shares which they held at the Scheme Record Time, and (ii) BrightSphere becoming a wholly-owned subsidiary of BrightSphere US.
The Group will have substantially the same business and operations immediately after the Effective Date as it will have immediately before the Effective Date. The assets and liabilities of the Group immediately after the Effective Date will not substantially differ from the assets and liabilities it had before the Effective Date.
The Scheme will require the approval of BrightSphere Shareholders at the Court Meeting and the passing by BrightSphere Shareholders of a special resolution at the General Meeting, as explained in paragraph 16 below.
A description of the action recommended to be taken by BrightSphere Shareholders in relation to the Court Meeting and the General Meeting is set out in paragraph 17 below. The full text of the Scheme is set out in Part VII of this document. The full text of each of the resolutions to be proposed at the Court Meeting and the General Meeting is set out in Part X and Part XI of this document respectively.
The Board recommends that BrightSphere Shareholders vote in favour of the proposed Scheme at the Court Meeting and vote in favour of the Resolution to be proposed at the General Meeting.
As of 28 May 2019, 91,869,338 BrightSphere Shares were in issue and there were 2 registered Shareholders.
BrightSphere’s largest Underlying Shareholder, Paulson, which beneficially owns approximately 22% of the BrightSphere Shares in issue as of 28 May 2019, has entered into the Voting Agreement with BrightSphere. Pursuant to the Voting Agreement, Paulson has agreed to vote (or procure the voting of) all of its BrightSphere Shares in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, consistent with the Board’s unanimous recommendation, provided that the terms of the transactions contemplated by the Proposals and submitted for the consideration and approval of the BrightSphere Shareholders at the Court Meeting and the General Meeting are not materially different from the terms provided in the Registration Statement.

Issue of new BrightSphere US Shares
Under the Scheme, BrightSphere will issue new BrightSphere US Shares to BrightSphere Shareholders, so that BrightSphere Shareholders will receive one BrightSphere US Share for every one BrightSphere Share held at the Scheme Record Time.
The BrightSphere US Shares to be issued under the Scheme will be issued credited as fully paid and non-assessable and will rank pari passu in all respects with the BrightSphere US Shares which are expected to be in issue on the Effective Date (being the 51 BrightSphere US Shares held by BrightSphere, which are proposed to be cancelled shortly after the implementation of the Scheme), including in relation to the right to receive notice of, and to attend and vote at, meetings of stockholders of BrightSphere US, the right to receive and retain any dividends declared, made or paid by reference


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to a record date falling after the Effective Date and to participate in the assets of BrightSphere US upon a winding-up of BrightSphere US. The new BrightSphere US Shares to be issued pursuant to the Scheme will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever.
In the case of BrightSphere Shares currently held in the name of the DTC Nominee, the new BrightSphere US Shares to be issued by BrightSphere US will also be issued to the DTC Nominee. Computershare will serve as the transfer agent and registrar for all of the BrightSphere US Shares. The BrightSphere US Shares to be issued by BrightSphere US to the DTC Nominee will be recorded in the name of the DTC Nominee on the share register maintained by Computershare. The BrightSphere US Shares recorded in the name of the DTC Nominee will be held by the DTC Nominee as nominee for the Underlying Shareholders who participate in the DTC system. Underlying Shareholders will beneficially own their BrightSphere US Shares through their broker, dealer or other nominee who is a direct participant in the DTC system and which will be reflected on DTC’s system in the name of such broker, dealer or other nominee. All other BrightSphere US Shares issued by BrightSphere US, including BrightSphere US Shares issuable in respect of BrightSphere Shares currently held outside DTC, will be recorded in book-entry form on the share register maintained by Computershare in the name of the registered/legal owner thereof.
A registration statement on Form S-4 (as amended) has been filed with the SEC, which registers all BrightSphere US Shares to be issued as part of the Scheme, as required under the United States securities laws.
An application will be submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG”, the same symbol under which BrightSphere Shares are currently listed. It is expected that the BrightSphere Shares will continue trading on the NYSE until the close of business on the Effective Date and that the admission of the BrightSphere US Shares to trading on NYSE will become effective and that normal settlement will commence on or around the Trading Day next following the Effective Date. The shares of common stock of BrightSphere US will be registered on the Registration Statement filed with the Securities and Exchange Commission and, as is the case with BrightSphere, BrightSphere US will file periodic reports with the Securities and Exchange Commission through which the Group will continue to report its financial results under US GAAP in US Dollars.
Transfer of existing BrightSphere Shares to CDRNL
As part of the Scheme, following the issue of the new BrightSphere US Shares to BrightSphere Shareholders referred to above, all of the BrightSphere Shares in issue at the Scheme Record Time will be transferred to CDRNL, a professional nominee shareholder entity, which will hold those BrightSphere Shares as a nominee for the Depositary (acting in its capacity as a depositary).
The BrightSphere Shares will be acquired by CDRNL, as nominee of the Depositary, with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this document or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the BrightSphere Shares. As a result, in relation to any BrightSphere Shares previously held by the DTC Nominee, any and all rights and interests of any Underlying Shareholders in or in respect of such BrightSphere Shares will be extinguished, the Underlying Shareholders who participate in the DTC system shall cease to hold any interest in such BrightSphere Shares on DTC’s records and all Underlying Shareholders (whether direct participants in the DTC system or beneficial owners of interests in shares held by a broker, dealer or other nominee which is a direct participant) shall have no ongoing entitlement, right or interest in the BrightSphere Shares following such transfer.


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BrightSphere and BrightSphere US are putting in place arrangements pursuant to which, subject to the BrightSphere Shares being transferred to CDRNL under the Scheme, the Depositary will issue to BrightSphere US an equivalent number of Depositary Receipts representing those BrightSphere Shares. The Depositary Receipts will be issued on terms such that the holders of those Depositary Receipts will effectively have economic ownership of, and the right to direct the exercise of the voting rights attached to, the underlying BrightSphere Shares. As a result, following the Scheme, BrightSphere US will be the effective economic owner and controller of BrightSphere.
The last day of trading in BrightSphere Shares prior to their transfer to CDRNL pursuant to the Scheme is expected to be 12 July 2019. The last time for registration of transfers of BrightSphere Shares prior to their transfer to CDRNL pursuant to the Scheme is expected to be 6.00 p.m. (US Eastern time) on 12 July 2019, the Scheme Record Time.
These dates may be deferred if it is necessary to adjourn any meetings required to approve the arrangements described in this document or if there is any delay in obtaining the Court’s sanction of the Scheme. In the event of a delay for these or any other reasons, the application for the BrightSphere Shares to be exchanged will be deferred, so that the listing of the BrightSphere Shares on the NYSE will not be suspended until immediately before the Scheme takes effect.
Amendment of BrightSphere Articles
The Scheme will only apply to BrightSphere Shares in issue at the Scheme Record Time. However, additional BrightSphere Shares may have to be allotted after the approval of the Scheme at the Court Meeting and the allottee may not hold such additional BrightSphere Shares at the Scheme Record Time. This would mean that, in the absence of the following proposals, such additional BrightSphere Shares would not transfer to CDRNL (or BrightSphere US or any other BrightSphere US nominee), and the relevant allottee would not receive any BrightSphere US Shares. It is therefore proposed that, in addition to the approval of the Scheme at the Court Meeting, a special resolution be passed at the General Meeting amending the BrightSphere Articles so as to ensure that: (i) any BrightSphere Shares which are issued after the Scheme is approved at the Court Meeting but prior to the sanction by the Court of the Scheme will be allotted and issued subject to the terms of the Scheme and that the Holders of such shares will be bound by the Scheme accordingly; (ii) any BrightSphere Shares which are allotted otherwise than to CDRNL, BrightSphere US (or to another nominee of BrightSphere US) after sanction by the Court of the Scheme will be acquired by CDRNL (or such other person as BrightSphere US may direct) in exchange for the issue of BrightSphere US Shares to the allottees; and (iii) in the event that any BrightSphere Shares are allotted to any person within (ii) above following any variation in the share capital of either BrightSphere or BrightSphere US or such other event as the Directors consider fair and reasonable after the Effective Date, the number of BrightSphere US Shares to be issued to that person will be adjusted in an appropriate manner, provided BrightSphere’s auditors have confirmed that the adjustment is fair and reasonable. In this way the allottees in question will receive BrightSphere US Shares instead of BrightSphere Shares.
2.4
Re-registration of BrightSphere as a private company and cancellation of remaining share in BrightSphere US

Immediately following the transfer of the BrightSphere Shares to CDRNL pursuant to the Scheme, it is intended that BrightSphere US will procure the passing of a special resolution approving the re-registration of BrightSphere as a private company. As part of the same resolution, it is also proposed that BrightSphere will change its name to BrightSphere Limited, and will adopt new Articles of Association more suitable for a private company.
Following the re-registration of BrightSphere as a private company, it is proposed that BrightSphere will (a) elect to be treated as an entity that is disregarded as separate from BrightSphere US for


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United States federal income tax purposes, and (b) forfeit to BrightSphere US for no consideration, and BrightSphere US will cancel, the remaining BrightSphere US Shares which will be owned by BrightSphere at such time.
3.    CONDITIONS TO AND IMPLEMENTATION OF THE PROPOSALS

The Scheme will not become effective and binding unless:
(a)
the Scheme is approved at the Court Meeting;

(b)
the special resolution set out in the notice of the General Meeting to (i) authorise the directors of BrightSphere to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; (ii) approve certain amendments to the BrightSphere Articles; and (iii) approve the adoption, assumption and restatement by BrightSphere US of the existing BrightSphere Equity Plans, is passed;

(c)
the Scheme is sanctioned by the Court; and

(d)
a copy of the order of the Court sanctioning the Scheme has been delivered to the Registrar of Companies for England and Wales for registration.

The Court Hearing (at which it is proposed that the Court sanctions the Scheme) is expected to be held on or around 11 July 2019. BrightSphere Shareholders who wish to oppose the Scheme will be informed by advertisement in a newspaper with national distribution in the United Kingdom of their right to appear in person, or be represented by counsel, at the Court Hearing.
In addition, the Directors will not take the necessary steps to enable the Scheme to become effective unless, at the relevant time, the following conditions have been satisfied:
(e)
An application is submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG” (the same symbol under which BrightSphere Shares are currently listed) which will become effective on or around the Trading Day next following the Effective Date;

(f)
approval under the terms of the Bank Loan (if required) for the proposed transfer of the Bank Loan to BrightSphere US;

(g)
no statute, rule or regulation being enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Scheme; and

(h)
no order or injunction of a court of competent jurisdiction being in effect that prevents the consummation of the Scheme.

If the Scheme is sanctioned by the Court and conditions (e) to (h) above are satisfied, the Scheme is expected to become effective, and trading in the BrightSphere US Shares to be issued pursuant to the Scheme on the NYSE is expected to commence, on 15 July 2019.
If the Scheme has not become effective by 31 October 2019 (or such later date as the Court may allow), it will lapse, in which event the Scheme will not proceed, BrightSphere Shareholders will remain Holders of BrightSphere Shares and the BrightSphere Shares will continue to be listed on the NYSE.


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The Scheme contains a provision for BrightSphere and BrightSphere US, jointly, to consent on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition which the Court may think fit to approve or impose. BrightSphere has been advised by its legal advisers that the Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of BrightSphere Shareholders unless BrightSphere Shareholders were informed of any such modification, addition or condition. If the Court does approve or impose a modification of, or addition or condition to, the Scheme which in the opinion of the Directors requires consent of the BrightSphere Shareholders, the Directors will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained. The full text of the Scheme is set out in Part VII and the full text of the resolutions to be proposed at the Court Meeting and the General Meeting is set out in Part X and Part XI respectively.
4.
TIMETABLE

4.1    The Meetings

The Court Meeting has been convened for 10.00 a.m. (US Eastern time) on 2 July 2019 pursuant to an order of the Court, at which meeting, or at any adjournment thereof, BrightSphere Shareholders will consider and, if thought fit, approve the Scheme. The Court Meeting will be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA.
The General Meeting has been convened for 10.15 a.m. (US Eastern time) on 2 July 2019 (or, if later, immediately following the conclusion or adjournment of the Court Meeting). At the General Meeting, or at any adjournment thereof, BrightSphere Shareholders will consider and, if thought fit, pass the Resolution. The General Meeting will be held at 101 Park Avenue, 39th Floor, New York, NY 10178, USA.
4.2    Scheme Court Hearing

The Scheme Court Hearing, at which the Court will be asked to sanction the Scheme as a whole pursuant to Part 26 of the UK Companies Act, is expected to be held on 11 July 2019. BrightSphere Shareholders have the right to attend the Scheme Court Hearing and to appear in person or be represented by counsel to support or oppose the sanctioning of the Scheme.
If the Scheme is sanctioned at the Scheme Court Hearing, and the other conditions to the Scheme (or to the implementation of the Scheme), as outlined above, have been satisfied, the Effective Date is expected to occur on 12 July 2019.
The Scheme will not become effective unless the Court sanctions the Scheme and a copy of the Scheme Court Order has been duly delivered to the Registrar of Companies.
If the Scheme becomes effective, it will be binding on all BrightSphere Shareholders, irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting or in favour of the Special Resolution at the General Meeting.
5.
BRIGHTSPHERE US CHARTER AND BYLAWS

A summary of the principal rights which will attach to BrightSphere US Shares on the Effective Date is set out in paragraph 1 of Part VIII of this document. For further information, Shareholders are referred to the documents attached as Appendix E and Appendix F to the Registration Statement. The BrightSphere US Charter and Bylaws which will be in place on the Effective Date will be substantially in the forms of those documents.


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There are differences between the provisions of the BrightSphere Articles and the BrightSphere US Charter and Bylaws as they are expected to be in effect on the Effective Date, especially relating to changes that are required by Delaware law (i.e. certain provisions currently in the BrightSphere Articles will not be replicated in the BrightSphere US Charter and Bylaws because the Delaware General Corporation Law would not permit such replication), or to provide for related provisions customarily provided with respect to publicly-traded Delaware corporations).
Certain provisions of the Delaware General Corporation Law differ from the laws applicable to English companies and their shareholders, such as the UK Companies Act. Paragraph 2 of Part VIII of this document sets out a summary of certain differences between the provisions of the Delaware General Corporation Law and the UK Companies Act which will be applicable to BrightSphere US and relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and English law.
Notwithstanding these differences between the BrightSphere US Charter and Bylaws and the BrightSphere Articles, and the provisions of Delaware law and English law, with effect from the Effective Date, the voting rights relating to the BrightSphere US Shares will, for most purposes, be substantially the same as the voting rights relating to the BrightSphere Shares, and the BrightSphere US Shares will rank pari passu for dividends and in all respects with other fully paid BrightSphere US Shares in issue on the Effective Date.
6.
SHAREHOLDER AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

BrightSphere is party to the Shareholder Agreement and Registration Rights Agreement, under which Paulson, its largest Underlying Shareholder, enjoys a number of governance and other rights, including the right to appoint directors to the Board.
6.1    Shareholder Agreement

On 17 May 2019, BrightSphere US entered into a stockholder agreement with Paulson containing substantially similar rights to the rights currently provided to Paulson under the Shareholder Agreement with BrightSphere, which agreement will become effective upon consummation of the Redomestication (and the existing Shareholder Agreement will be terminated). The new stockholder agreement will provide Paulson with the right to nominate two directors to the board of directors of BrightSphere US so long as Paulson holds at least 20% of the outstanding BrightSphere US Shares and the right to appoint one director so long as Paulson holds at least 7% of the outstanding BrightSphere US Shares. In addition, consistent with the rights currently afforded to Paulson pursuant to the Shareholder Agreement, Paulson will have certain information rights and preemptive rights on issuance of shares of capital stock or securities convertible into capital stock of BrightSphere US.

6.2    Registration Rights Agreement

On 17 May 2019, BrightSphere US entered into a registration rights agreement with Paulson containing substantially similar rights to the rights currently provided to Paulson under the Registration Rights Agreement with BrightSphere, which agreement will become effective upon consummation of the Redomestication (and the existing Registration Rights Agreement will be terminated). Pursuant to the registration rights agreement, Paulson could require BrightSphere US to file one or more registration statements and prospectus supplements with the SEC covering the public resale of registrable securities beneficially owned by Paulson with expected aggregate gross proceeds of at least $50 million. BrightSphere US may be required by Paulson to file a new shelf registration statement, one or more amendments to such new shelf registration statement and one or more prospectus supplements in connection with such new shelf


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registration statement in the future. BrightSphere US will not be obligated to effect more than one demand registration, in addition to any registration on a shelf registration statement, in any six-month period. BrightSphere US will be obligated to file a shelf registration statement upon any request made by Paulson. In addition, Paulson will have certain “piggy-back” registration rights, pursuant to which it will be entitled to register the resale of its registrable securities alongside any offering of securities that BrightSphere US may undertake, and the amount of securities BrightSphere US may offer may be subject to “cutback” in certain cases. BrightSphere US will be responsible for the expenses associated with any sale of its shares by Paulson pursuant to a registration statement, except for its legal fees and underwriting discounts, selling commissions and transfer taxes applicable to such sale.

7.
DIVIDEND POLICY

The Board of BrightSphere US intends that its dividend policy, once the Scheme becomes effective, will follow BrightSphere’s current policy.
BrightSphere’s current dividend policy targets a dividend payout generally in the range of 20-25% of economic net income, a non-GAAP measure used by BrightSphere to manage its operations, subject to maintaining a sustainable quarterly dividend per share. Any declaration of dividends is at the discretion of the Board of Directors and will depend on BrightSphere’s financial condition, earnings, cash needs, regulatory constraints, capital requirements and any other factors that the Board deems relevant in making such a determination.
8.
TAXATION

Certain BrightSphere Shareholders may be required to recognise gain on the exchange if they do not elect to include certain amounts as a deemed dividend.
Your attention is drawn to the general guidance on the tax position of BrightSphere Shareholders set out in Part VI of this document.
The summary is intended as a guide only. Holders of BrightSphere Shares who are in any doubt about their tax position, or who are resident for tax purposes outside the United States, are strongly advised to contact an appropriate professional independent adviser immediately.
9.
DIRECTORS AND OTHER INTERESTS

BrightSphere US will have the same Board and management team as BrightSphere on the Effective Date.
As a result of BrightSphere US becoming the new holding company of the Group, new indemnity arrangements will be entered into between BrightSphere US and the directors of BrightSphere US. These will contain certain terms which will differ from the current indemnity arrangements, to reflect the fact that BrightSphere US is a Delaware corporation and to provide directors with the right to indemnification and limitations on personal liability, in each case to the fullest extent permitted under Delaware law. It is not proposed that there will be any material changes to the board structure, the number or identity of the Directors, the terms of engagement of any Director, or any other changes to the directors’ positions.
Save as set out in this document, the effect of the Scheme on the interests of the Directors does not differ from the effect on the like interests of other persons. Shareholders are, however, referred to the matters described in Part VIII of this document in relation to the effect on Directors arising from the differences between the BrightSphere Articles and the BrightSphere US Charter and Bylaws


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and between the companies law and regulation which applies to BrightSphere US and the companies law and regulation which applies to BrightSphere.
In common with other participants under the Equity Plans, the Directors’ outstanding awards under the NED Plan will be assumed by BrightSphere US and will be governed by the terms of the Restated NED Plan as set out in paragraph 3 of Part VIII of this document.
10.
IMPLICATIONS FOR SHARE PLANS

10.1    Assumption of Equity Plans by BrightSphere US
Prior to, but conditional on the Scheme becoming effective, and subject to the passing of the Special Resolution at the General Meeting, BrightSphere US will adopt and assume the sponsorship of the Equity Plans, to become effective as of the Effective Date. At the same time as the Equity Plans are so adopted and assumed, the Equity Plans will be amended and restated as necessary to give effect to the Scheme and to include certain updates to the plans. Shareholder approval of the Special Resolution will also constitute shareholder approval of the adoption, assumption and restatement of the Equity Plans by BrightSphere US, and the substitution of BrightSphere US for BrightSphere as the granting corporation under the Equity Plans.
Further Information on the effect of the Proposals on the Equity Plans is set out in paragraph 4 of Part VIII of this document.
10.2    Treatment of outstanding awards under BrightSphere Equity Plans
If the Scheme is approved and becomes effective, BrightSphere US will assume all BrightSphere’s existing rights and obligations in connection with awards granted under the Equity Plans and under the 2014 Employee Plan that are outstanding immediately prior to the Effective Date. BrightSphere US Shares will be issued, held, available or used to measure benefits as appropriate under the Restated Equity Plans in lieu of BrightSphere Shares on a one-for-one basis.
Further details in relation to the assumption by BrightSphere US of outstanding awards under the Equity Plans and under the 2014 Employee Plan are set out in paragraph 4 of Part VIII of this document.
In addition, if the Scheme is approved and becomes effective, BrightSphere US will assume BrightSphere’s existing rights and obligations in connection with the inducement option award granted outside the Equity Plans in December 2018 to BrightSphere’s chief executive officer.
11.
DEPOSITARY ARRANGEMENTS

In the case of BrightSphere Shares held in DTC such BrightSphere Shares are currently registered in the name of the DTC Nominee on the share register maintained by Computershare, BrightSphere's registrar, and therefore the DTC Nominee is the Holder of such BrightSphere Shares for the purposes of the Court Meeting and the General Meeting. Underlying Shareholders of such BrightSphere Shares may provide the DTC Nominee with voting instructions or either directly or, if any such Underlying Shareholder's interest in such BrightSphere Shares is held in "street name" (i.e. held in the name of a bank, broker or other holder of record), indirectly (via such bank, broker or other holder) may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the Court Meeting or the General Meeting in person in respect of the BrightSphere Shares in which such Underlying Shareholder is interested. In order to have the right to give such voting instructions (or to apply for such a letter of representation or to be so appointed as a proxy) in respect of any BrightSphere Shares registered in the name of the DTC Nominee, an Underlying Shareholder must have held the relevant interest in BrightSphere Shares at the


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Underlying Shareholder Voting Record Time. If you are such an Underlying Shareholder and wish to submit voting instructions or wish to be appointed as a corporate representative or proxy in respect of the BrightSphere Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any BrightSphere Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.
12.
OVERSEAS SHAREHOLDERS

12.1    General

This document does not constitute or form part of any offer or invitation to purchase, subscribe for, sell, exchange, transfer or issue, or any solicitation of any offer to purchase, subscribe for, sell, exchange, transfer or issue, any security or to become a holder of securities in BrightSphere US, nor shall there be any purchase, subscription, sale, exchange, transfer or issue of the securities referred to in this document in any jurisdiction in contravention of applicable law.
The distribution of this document, and transfer and/or issue of BrightSphere US in jurisdictions other than the United Kingdom and the United States, may be restricted by law.
No action has been taken by BrightSphere or BrightSphere US to obtain any approval, authorisation or exemption to permit the allotment or issue of the BrightSphere US Shares or the possession or distribution of this document (or any other publicity material relating to the BrightSphere US Shares) in any jurisdictions other than the United Kingdom and the United States.
The implications of the implementation of the Scheme and other matters referred to in this document for Overseas Shareholders (and Underlying Shareholders with a registered address in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom or the United States) may be affected by the laws of jurisdictions outside the United Kingdom and the United States. Overseas Shareholders (and any such Underlying Shareholders) should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of any Overseas Shareholders (or any Underlying Shareholders or other person into whose possession this document comes) to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
This document has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any other jurisdiction.
If, in respect of any Overseas Shareholder (or, in the case of the BrightSphere Shares held by the DTC Nominee, any Underlying Shareholder entitled to any such BrightSphere Shares), BrightSphere or BrightSphere US is advised that the issue of BrightSphere US Shares would or may infringe the laws of any jurisdiction outside the United Kingdom and the United States, or would or may require BrightSphere or BrightSphere US to comply with any governmental or other consent or any registration, filing or other formality, BrightSphere US may determine that no new BrightSphere US Shares shall be issued to such BrightSphere Shareholder (or to the DTC Nominee in relation to such Underlying Shareholder) but instead those BrightSphere US Shares shall be issued to a nominee appointed by BrightSphere US as trustee for such BrightSphere Shareholder (or, as applicable, for the DTC Nominee on behalf of such Underlying Shareholder), on terms that they shall be sold (at the best price which can reasonably be obtained at the time of sale) on behalf of such shareholder


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as soon as reasonably practicable after the Scheme becomes effective, with the net proceeds of sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any tax payable on the proceeds of sale) being remitted to the Overseas Shareholder (or, as applicable, the DTC Nominee for onwards dispatch to the relevant Underlying Shareholder) concerned at the risk of such shareholder, by sending a cheque as soon as reasonably practicable after the relevant nominee receives such proceeds.
12.2    The United States

This document does not constitute a prospectus or prospectus equivalent document. A registration statement relating to the securities of BrightSphere and BrightSphere US described in this document has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This document does not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any jurisdiction.
13.
EXCHANGE OF BRIGHTSPHERE SHARES, SETTLEMENT AND LISTING OF BRIGHTSPHERE US SHARES

If all the conditions to the Scheme are satisfied, BrightSphere intends to apply to remove the interests in BrightSphere Shares from listing on the NYSE with effect from the Effective Date. The last day of trading in BrightSphere Shares on the NYSE is expected to be 12 July 2019. The last time for registration of transfers of BrightSphere Shares is expected to be no later than 6.00 p.m. (US Eastern time) on 12 July 2019, the Scheme Record Time.
An application will be submitted to the NYSE for listing of the BrightSphere US Shares under the symbol “BSIG”, the same symbol under which BrightSphere Shares are currently listed. It is expected that the BrightSphere Shares will continue trading on the NYSE until the close of business on the Effective Date and that trading in the BrightSphere US Shares on the NYSE will commence at the open of business on the Trading Day next following the Effective Date. The share price for BrightSphere US Shares will be quoted in US dollars.
These dates may be deferred if it is necessary to adjourn any meetings required to approve the arrangements described in this document or if there is any delay in obtaining the Court’s sanction of the Scheme. In the event of a delay for these or any other reasons, the application for the listing of the BrightSphere US Shares on the NYSE will be deferred, so that the BrightSphere Shares will remain listed on the NYSE and the listing of the BrightSphere US Shares will not become effective until immediately before the Scheme takes effect.
With effect from the Effective Date, share certificates for BrightSphere Shares will cease to be valid.
The new BrightSphere US Shares to be issued by BrightSphere US pursuant to the Scheme will be issued in book entry form to BrightSphere Shareholders holding BrightSphere Shares at the Scheme Record Time. In the case of BrightSphere Shares currently held in the name of the DTC Nominee, the new BrightSphere US Shares to be issued by BrightSphere will be issued to the DTC Nominee. Computershare, as transfer agent and registrar, will record the issuance of such BrightSphere US Shares to the DTC Nominee on the share register maintained by Computershare. The BrightSphere US Shares recorded in the name of the DTC Nominee will be held by the DTC Nominee as nominee for the Underlying Shareholders who participate in the DTC system. Underlying Shareholders will beneficially own their BrightSphere US Shares through their broker, dealer or other nominee who is a direct participant in the DTC system and which will be reflected on DTC’s system in the name of such broker, dealer or other nominee. All other BrightSphere US Shares issued by BrightSphere US, including BrightSphere US Shares issuable in respect of BrightSphere Shares currently held


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outside DTC, will be recorded in book-entry form on the share register maintained by Computershare in the name of the registered/legal owner thereof. The number of BrightSphere US Shares being recorded by the DTC Nominee for each direct participant in DTC (and by brokers, dealers and other nominees for each Underlying Shareholder beneficially owning BrightSphere US Shares through such direct participant) and by Computershare for each other stockholder holding shares in book-entry form on the share register maintained by Computershare shall be equivalent to the number of BrightSphere Shares to which such direct participant, Underlying Shareholder or other stockholder was recorded as being entitled at the Scheme Record Time.
It is the responsibility of BrightSphere Shareholders (and, where applicable, Underlying Shareholders) to satisfy themselves as to the full observance of applicable laws and regulatory requirements, including the obtaining of any governmental, exchange control or other consents that may be required in order for them, their nominee, custodian or trustee, as relevant, to receive and hold the BrightSphere US Shares.
All documents, certificates, cheques or other communications sent by or to BrightSphere Shareholders, or as such persons shall direct, will be sent at the BrightSphere Shareholders’ own risk and will be sent to a Holder’s address as set out on the Register at the Scheme Record Time (or, in the case of joint Holders, to the Holder whose name stands first in the Register in respect of the joint holding concerned).
The Public Debt will remain listed, but BrightSphere US will replace BrightSphere as the primary obligor in respect of the Public Debt.
14.
EXISTING BRIGHTSPHERE MANDATES

To the extent practicable, and with such variations as the Directors may reasonably consider appropriate, in each case given that BrightSphere US is incorporated in Delaware, whereas BrightSphere is incorporated in England and Wales, all mandates relating to the monetary payment of dividends on the BrightSphere Shares and other instructions, including communication preferences, given to BrightSphere in force at the Effective Date shall, unless and until revoked or amended, be deemed as from the Effective Date to be a valid and effective mandate or instruction to BrightSphere US in respect of the BrightSphere US Shares received pursuant to the Scheme.
Authorities relating to BrightSphere US
Unanimous written consent has been given by the sole shareholder of BrightSphere US (being BrightSphere) to, among other matters, authorise the Directors of BrightSphere US to issue BrightSphere US Shares in connection with the implementation of the Scheme, and otherwise take such steps as such Directors reasonably consider necessary for the purposes of implementing the Scheme.
15.
REGISTRATION STATEMENT

The Registration Statement relating to BrightSphere US which registers the BrightSphere US Shares to be issued in the transaction is available in electronic form on the website of the United States Securities and Exchange Commission at http://www.sec.gov. Free hard copies of the Registration Statement and certain other filings made by BrightSphere with the United States Securities and Exchange Commission may be requested by writing to BrightSphere, Millennium Bridge House, 2 Lambeth Hill, London, EC4V 4GG, United Kingdom (Attention: Company Secretary). The Registration Statement contains or incorporates by reference from other filings made by BrightSphere with the United States Securities and Exchange Commission information including financial information in relation to the Group, a business overview of the Group, an operating and financial review in relation to the Group and a section of additional information, including details of the


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remuneration and interests of the Directors, and material contracts and capital resources of the Group, all of which will be relevant to BrightSphere US as the new ultimate holding company of the Group.
This document should be read in conjunction with the Registration Statement.
16.
MEETINGS AND CONSENTS FOR THE IMPLEMENTATION OF THE PROPOSALS

Implementation of the Scheme requires the approval by BrightSphere Shareholders of the Scheme at the Court Meeting and the passing of the Special Resolution by BrightSphere Shareholders at the General Meeting.
All of the Shareholder meetings have been convened for 2 July 2019.
BrightSphere US has agreed to appear by Counsel at the hearing of the claim form to sanction the Scheme and to undertake to be bound by the Scheme.
The Scheme also requires a separate sanction from the Court.
Notices of the Court Meeting and the General Meeting are contained in Part X and Part XI, respectively, of this document. All BrightSphere Shareholders whose names appear on the Register at the Registered Shareholder Voting Record Time shall be entitled to attend and vote at the Court Meeting and the General Meeting in respect of the number of BrightSphere Shares then registered in their names.
In the case of BrightSphere Shares held in DTC, such BrightSphere Shares are currently registered in the name of the DTC Nominee on the share register maintained by Computershare, BrightSphere's registrar, and therefore the DTC Nominee is the Holder of such BrightSphere Shares for the purposes of the Court Meeting and the General Meeting. Underlying Shareholders of such BrightSphere Shares may provide the DTC Nominee with voting instructions or either directly or, if any such Underlying Shareholder's interest in such BrightSphere Shares is held in "street name" (i.e. held in the name of a bank, broker or other holder of record), indirectly (via such bank, broker or other holder) may apply for a letter of representation from, or to be appointed a proxy by, the DTC Nominee to enable them to attend the Court Meeting or the General Meeting in person in respect of the BrightSphere Shares in which such Underlying Shareholder is interested. In order to have the right to give such voting instructions (or to apply for such a letter of representation or to be so appointed a proxy) in respect of any BrightSphere Shares registered in the name of the DTC Nominee, an Underlying Shareholder must have held the relevant interest in BrightSphere Shares at the Underlying Shareholder Voting Record Time. If you are such an Underlying Shareholder and wish to submit voting instructions or wish to be appointed as a corporate representative or proxy in respect of the BrightSphere Shares in which you are interested, it is recommended that you contact the DTC Nominee or (if your interest in any BrightSphere Shares is held within DTC in the name of a bank, broker or other holder of record) the bank, broker or other holder of record in whose name your interest is held within DTC for further information.
16.1    The Court Meeting

The Court Meeting is being held at the direction of the Court to seek the approval of BrightSphere Shareholders for the Scheme (with or without modification). Further information on the time and location of the Court Meeting is set out in paragraph 4.1 of this Part III.
At the Court M