This document (the “Prospectus”) comprises a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129, as amended, (the “Prospectus Regulation”) relating to Jupiter Fund Management plc (the “Company”) and has been approved by the Financial Conduct Authority (the “FCA”), as competent authority under the Prospectus Regulation, in accordance with section 87A of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and prepared and made available to the public in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of the FSMA (the “Prospectus Regulation Rules”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of the Company or the quality of the Consideration Shares that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Consideration Shares. The Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. The Company, the Directors of the Company and the Proposed Director of the Company, whose names appear in the Part entitled “Directors, Proposed Director, Company Secretary, Registered Office and Advisers” of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Proposed Director, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. YOU SHOULD READ THE WHOLE OF THIS PROSPECTUS AND ALL DOCUMENTS INCORPORATED INTO IT BY REFERENCE IN THEIR ENTIRETY. IN PARTICULAR, YOU SHOULD TAKE ACCOUNT OF THE PART ENTITLED “RISK FACTORS” OF THIS PROSPECTUS FOR A DISCUSSION OF THE RISKS THAT MIGHT AFFECT THE VALUE OF YOUR SHAREHOLDING IN THE COMPANY. YOU SHOULD NOT RELY SOLELY ON INFORMATION SUMMARISED IN THE SUMMARY. JUPITER FUND MANAGEMENT PLC (a public limited company incorporated and registered in England and Wales under number 6150195) PROPOSED ISSUE AND APPLICATION FOR ADMISSION TO THE PREMIUM LISTING SEGMENT OF THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF THE LONDON STOCK EXCHANGE OF 95,360,825 NEW ORDINARY SHARES IN CONNECTION WITH THE PROPOSED ACQUISITION OF MERIAN GLOBAL INVESTORS LIMITED Joint Financial Adviser, Sponsor and Lead Financial Adviser Corporate Broker Fenchurch Advisory Partners LLP J.P. Morgan Securities plc The existing ordinary shares in the capital of the Company with a nominal value of two pence each (the “Ordinary Shares”) are listed on the premium listing segment of the Official List of the FCA and traded on the main market for listed securities of London Stock Exchange plc (the “London Stock Exchange”). Application will be made to the FCA for the Consideration Shares to be admitted to the premium listing segment of the Official List of the FCA and will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange (together “Admission”). It is expected that Admission will become effective, and that dealings in the Consideration Shares will commence, on 2 July 2020, being the Business Day immediately following the date of Completion which is expected to occur on 1 July 2020. No Ordinary Shares or any other securities in the Company have been marketed to, nor are available for purchase, in whole or in part, by the public in the United Kingdom or elsewhere in connection with the admission of the Consideration Shares to the Official List and the London Stock Exchange. This Prospectus does not constitute or form part of any invitation to purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue Ordinary Shares. Investors should only rely on the information contained in this Prospectus and contained in any documents incorporated into this Prospectus by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and any document incorporated by reference and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, the Proposed Director, Fenchurch Advisory Partners LLP (“Fenchurch”), J.P. Morgan Securities plc (“J.P. Morgan”), Numis Securities Limited (“Numis”) or any other person involved in the Acquisition or Admission. In particular, the contents of the Company’s and Merian’s websites, the contents of any website accessible from hyperlinks on such websites or any other website referred to in this Prospectus do not form part of this Prospectus and prospective investors should not rely on them. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to Article 23 of the Prospectus Regulation, neither the delivery of this Prospectus nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company, the Group, Merian, the Merian Group and/or the Enlarged Group, each taken as a whole since the date of this Prospectus or that the information in it is correct as at any time after the date of this Prospectus. The Company will comply with its obligation to publish supplementary prospectuses and other information containing further updated information as required by law or by a regulatory authority and, in particular, its obligations under the Prospectus Regulation Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules (as appropriate) but assumes no further obligation to publish additional information. Fenchurch, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Acquisition, the contents of this Prospectus or any matter or arrangement referred to in this Prospectus. J.P. Morgan, which is authorised by the Prudential Regulation Authority (the “PRA”) and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser, sponsor and corporate broker for the Company and no one else in connection with the Acquisition and/or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition and/or Admission and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Acquisition and/or Admission, the contents of this Prospectus or any matter or arrangement referred to in this Prospectus. Numis, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as corporate broker for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Acquisition, the contents of this Prospectus or any matter or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on Fenchurch, J.P. Morgan and/ or Numis by the FSMA or the regulatory regime established thereunder, neither Fenchurch, J.P. Morgan and/ or Numis nor any of their respective affiliates accept any responsibility or liability whatsoever and make no representations or warranties, express or implied, in relation to the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by the Company, or on the Company’s behalf, in connection with the Group, the Enlarged Group, the Acquisition, Admission or the Consideration Shares, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation in this respect, whether or not as to the past or the future. Fenchurch, J.P. Morgan and/or Numis and their respective affiliates accordingly disclaim to the fullest extent permitted by applicable law all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether arising in tort, contract, under statute or otherwise (save as referred to above)) which they might otherwise be found to have in respect of this Prospectus or any such statement. THE CONTENTS OF THIS PROSPECTUS OR ANY SUBSEQUENT COMMUNICATION FROM THE COMPANY, FENCHURCH, J.P. MORGAN, NUMIS OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE. THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION, OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY, ANY SECURITIES. NONE OF ii THE SECURITIES REFERRED TO IN THIS PROSPECTUS SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. NOTICE TO OVERSEAS INVESTORS The release, publication or distribution of this Prospectus and the issue of the Consideration Shares in jurisdictions other than the United Kingdom may be restricted by law.