May 21, 2010
Attention: Kevin Greenspoon
Jupiter Investment Management Holdings Limited ("Jupiter")
Request for Permission under s. 38(3) of the Securities Act (Ontario)
Further to your letter of May 20, 2010 (the "Letter"), we understand that:
1. Jupiter and certain selling shareholders are proposing to make an offering of ordinary shares of Jupiter (the "Ordinary Shares") to: (a) certain institutional investors in the United Kingdom and elsewhere, including Ontario, Canada, and (b) retail investors in the United Kingdom (the "Offering").
2. Jupiter will re-register as a public limited company prior to the Offering.
3. Prospective purchasers, who must be "accredited investors" and/or "permitted clients" in Ontario, will receive an offering memorandum in the form of a UK prospectus that will include specific disclosure for Canadian purchasers (the "Prospectus"), and offering documents ancillary thereto.
4. The managers for the offering will rely on appropriate exemptions from the prospectus requirements, and will either rely on the "international dealer" exemption to the registration requirements, or will be appropriately registered under the Securities Act (Ontario), when distributing securities to residents of Ontario.
5. Jupiter intends to make applications to the Financial Services Authority ("FSA") for the ordinary shares to be admitted to the Official List and to the London Stock Exchange for the ordinary shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
6. The Prospectus, including any offering documents ancillary thereto, will contain one or more representations substantially similar to the following (the "Listing Representations"): (a) application will be made to the FSA for all the Ordinary Shares to be admitted to the Official List of the FSA and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (collectively, "Admission"), and (b) it is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange at a time and date that will be specified in the Prospectus.
7. The FSA has not granted approval to the admission to the Official List of the FSA and the London Stock Exchange has not granted approval for the listing of the Ordinary Shares, conditional or otherwise, nor have they consented to, nor indicated that they do not object to, the Listing Representations.
8. The Prospectus discloses that all dealings in the Ordinary Shares on the London Stock Exchange are conditional on Admission.
9. Jupiter seeks permission to include the Listing Representation in the Prospectus, including any offering documents ancillary thereto, to be provided to or made available to prospective Ontario purchasers.
Based upon the representations above and the representations contained in the Letter, permission is hereby granted pursuant to subsection 38(3) of the Securities Act (Ontario) to include the Listing Representation in the Prospectus, including any offering documents ancillary thereto, to be provided to or made available to prospective Ontario purchasers.
Yours very truly,