Henderson Group - Debt Issuance by Subsidiary

Debt issuance by Henderson UK Finance plc

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

7 March 2011

Henderson Group plc (the 'Group' or 'Company') announces today a proposed offering (the 'Offering') in the range of £200,000,000 to £250,000,000 of guaranteed notes, to be issued by the Company's indirectly wholly owned subsidiary, Henderson UK Finance plc, and unconditionally and irrevocably guaranteed by the Group and Henderson Global Investors (Holdings) Limited, to be listed on the London Stock Exchange, with an intermediate tenor. The Group has mandated HSBC Bank plc, The Royal Bank of Scotland plc and UBS Limited to act as joint lead managers of the Offering.

The Offering will be launched, subject to market conditions, following an investor roadshow in the UK during this week.

The Group also announces today that Henderson UK Finance plc has made invitations to holders (subject to the offer restrictions contained therein) of the outstanding £175,000,000 6.50 per cent. notes due 2012 (ISIN: XS0298230227) issued by HGI Group Limited (formerly Henderson Group plc) (the "Existing Notes") to:

(a) offer to exchange up to £75,000,000 in aggregate nominal amount of their Existing Notes for notes issued pursuant to the Offering (such invitation the "Exchange Offer"); or

(b) tender for up to £75,000,000 in aggregate nominal amount of their Existing Notes for purchase by Henderson UK Finance plc for cash (such invitation the "Tender Offer" and, together with the Exchange Offer, the "Offers").

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

The purpose of the Offers and the Offering is to extend the debt maturity profile of the wider Henderson Group and to meet Henderson UK Finance plc's and the wider Henderson Group's ongoing debt obligations and for general corporate purposes.

Following the expected completion of the proposed acquisition of Gartmore Group Limited ('Gartmore'), the purpose of the Offers and the Offering will be for the aforementioned purposes, including the refinancing of part of certain debt facilities of the wider Henderson Group, and to meet the combined group's ongoing debt obligations and for general corporate purposes.

This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein to any U.S. person or in or into the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia or to any person located in the Republic of Italy or any other jurisdiction.