Circ, Notice of Meeting & Prosp re Gartmore acq

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Acquisition by Henderson Group plc of Gartmore Group Limited

1 March 2011

On 12 January 2011, Henderson Group plc ("Henderson Group") and Gartmore Group Limited ("Gartmore") announced that agreement had been reached on the terms of a recommended acquisition by Henderson Group of the entire issued share capital of Gartmore in consideration for the issue of New Henderson Group Shares to Gartmore Shareholders. The Proposed Acquisition is being implemented by means of a scheme of arrangement between Gartmore and its shareholders under section 86 of the Cayman Companies Law.

Further to that announcement, Henderson Group announces that a circular (the "Circular") to Henderson Group shareholders concerning the Proposed Acquisition and containing a notice of general meeting of Henderson Group (the "General Meeting") to approve the Proposed Acquisition has been made available to Henderson Group Shareholders today. To view a copy of the Circular (including a sample form of proxy for Henderson Group Shareholders and voting instruction form for CDI Holders), click on the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1064C_1-2011-3-1.pdf

 Henderson Group confirms that it has today filed a prospectus (the "Prospectus") with the UK Listing Authority in accordance with the Prospectus Rules in connection with the New Henderson Group Shares being offered pursuant to the Proposed Acquisition. To view a copy of the Prospectus, click on the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1064C_2-2011-3-1.pdf

 The Scheme Document was made available to Gartmore Shareholders on 28 February 2011. To view a copy of the Scheme Document, click on the link below.

http://www.rns-pdf.londonstockexchange.com/rns/1064C_-2011-3-1.pdf

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

As set out in the documentation, the General Meeting will be held to allow the Henderson Group Shareholders to vote on the resolution required to approve and implement the Proposed Acquisition and a Court Meeting of Gartmore Shareholders will be held to allow the Gartmore Shareholders to vote on the proposed resolution required to implement the Scheme.

The General Meeting is to be held at Crowne Plaza, Northwood Park, Santry Demesne, Santry at 8.15 am (Dublin time) and simultaneously broadcast to the Wesley Conference Centre, 220 Pitt Street, Sydney at 7.15 pm (Sydney time) on 22 March 2011.

A copy of the Circular and the Prospectus have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

Copies of the Circular, the Prospectus and the Scheme Document will shortly be available for inspection by Henderson Group Shareholders at the registered office of Henderson Group at 47 Esplanade, St Helier, Jersey JE1 0BD and at the London offices of Henderson Global Investors Limited at 201 Bishopsgate, London EC2M 3AE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted). You can view a copy of the Circular, Prospectus and Scheme Document at www.henderson.com/GM2011.

Copies of the Scheme Document are available for inspection by Gartmore Shareholders during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS.

Completion of the Proposed Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Proposed Acquisition set out in the Scheme Document, including, among others, the approval of the Proposed Acquisition by the requisite majorities of Henderson Group Shareholders and Gartmore Shareholders at the relevant meetings and the sanction of the Scheme by the Court.

Terms defined in the Prospectus have the same meaning in this announcement.

UBS Limited is acting exclusively as lead financial adviser, sole corporate broker and sponsor to Henderson Group and no-one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Henderson Group for providing the protections offered to clients of UBS Limited nor for providing advice in relation to the matters described in this announcement or in relation to the Proposed Acquisition.

Ondra Partners, authorised and regulated in the UK by the FSA, is acting exclusively as joint financial adviser to Henderson Group and no-one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Henderson Group for providing the protections offered to clients of Ondra Partners nor for providing advice in relation to the matters described in this announcement or in relation to the Proposed Acquisition.

Other than their responsibilities to Henderson Group, UBS Limited and Ondra Partners do not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by either of them or on their behalf in connection with the Proposed Acquisition. Each of UBS Limited and Ondra Partners accordingly disclaims all and any other liability whether arising in tort, contract or otherwise which either of them might otherwise have in respect of this announcement or any such statement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Australia may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Australia should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of English and Australian law, the Listing Rules, the rules of the LSE and the ASX Listing Rules and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England or Australia.

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Henderson Group and Gartmore are advised to read carefully the formal documentation in relation to the Proposed Acquisition before making a decision in relation to the Proposed Acquisition.

The New Henderson Group Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States or of any Restricted Jurisdiction and no regulatory clearances in respect of the registration of New Henderson Group Shares have been, or will be, applied for in any such jurisdiction. It is expected that the New Henderson Group Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. The Proposed Acquisition has not been, and will not be, approved or disapproved by the SEC, nor has the SEC or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in the Prospectus. Any representation to the contrary is a criminal offence in the United States. Under applicable

US securities laws, Gartmore Shareholders who are or will be 'affiliates' of Henderson Group prior to or after the Effective Date will be subject to certain transfer restrictions relating to the New Henderson Group Shares received in connection with the Scheme.

This document is not a prospectus, disclosure document or product disclosure statement within the meaning of the Corporations Act 2001 of Australia and has not been and will not be lodged with the Australian Securities and Investments Commission. This document does not constitute, in respect of any retail investor, an invitation to subscribe for or buy any securities or an offer for subscription or purchase of any securities in Australia.

The contents of Henderson Group's website or of any website accessible via hyperlinks from Henderson Group's website are not incorporated into, and do not form part of, this announcement

Dealing Disclosure Requirements

As previously advised, by virtue of its status as a Cayman incorporated company, the City Code does not apply to Gartmore. Shareholders are reminded that whilst the Gartmore articles of association (the "Gartmore Articles") reflect certain provisions of the City Code, as set out more fully below, the Panel on Takeovers and Mergers (the "Panel") does not have responsibility for ensuring compliance with the City Code and is not able to answer shareholders queries in relation to Gartmore or Henderson Group. In particular, public disclosures consistent with the provision of Rule 8.3 of the City Code should not be e-mailed to the Panel, but released directly through a Regulatory Information Service.

Gartmore has incorporated certain provisions in the Gartmore Articles to reflect certain provisions of the City Code. The provisions do not, however, provide shareholders with the full protections offered by the City Code. In particular, the Gartmore Articles provide that subject to the Cayman Companies Law, to any other applicable law, to any other regulation in respect of takeovers which applies to Gartmore at any time, and to the Gartmore Board being satisfied, in any particular case, that the application of the following provisions are in the best interests of Gartmore, the Gartmore Board will use its reasonable endeavours to (i) apply and have Gartmore abide by the General Principles of the City Code; (ii) if circumstances arise under which Gartmore would be an offeree or otherwise the subject of an approach or the subject of a third party's statement of a firm intention to make an offer to comply with, and procure that Gartmore complies with, the provisions of the City Code applicable to an offeree company and the board of directors of an offeree company; and (iii) if the Gartmore Board recommends an offer, obtain an undertaking from the offeror to comply with the City Code in relation to the conduct and execution of that offer as though Gartmore were subject to the City Code (but recognising that the Panel will not have jurisdiction). Gartmore and Henderson Group have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the general principles and rules of the City Code in the conduct and execution of the Proposed Acquisition, as if the City Code applied to the Proposed Acquisition.

Gartmore and Henderson Group Shareholders and others dealing in ordinary shares of Gartmore or Henderson Group are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures of dealings as if the City Code applied and as if Gartmore were in an offer period under the City Code. Gartmore's and Henderson Group's websites contain the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should consult Gartmore or Henderson Group, as relevant.

In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Gartmore or Henderson Group, all "dealings" in any "relevant securities" of Gartmore or Henderson Group, as the case may be, (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which the Scheme becomes effective or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Gartmore or Henderson Group, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

In accordance with the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Gartmore or Henderson Group by Gartmore or Henderson Group or by any of their respective "associates", would be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" under Rule 8 of the City Code, as if it applied, you should consult Gartmore or Henderson Group.