Henderson Group - Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).

Please complete all relevant boxes in block capital letters.

1. Name of the issuer

HENDERSON GROUP PLC

2.State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)

(ii) DIRECTOR

3. Name of person discharging managerial responsibilities/director

SHIRLEY JILL GARROOD

4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

NOTIFICATION IS IN RESPECT OF THE SHAREHOLDER NAMED IN 3 ABOVE

5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest

BENEFICIAL

6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares

-

7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

HARGREAVES LANSDOWN PENSION TRUSTEES LIMITED -289,792 ORDINARY SHARES OF 12.5 PENCE EACH

HARGREAVES LANSDOWN NOMINEES LIMITED - 666,155 ORDINARY SHARES OF 12.5 PENCE EACH

8 State the nature of the transaction

ACQUISITION OF 37,534 SHARES ON 31 MARCH AS A RESULT OF THE VESTING OF NIL COST SHARES HELD IN THE 2009 HENDERSON GROUP DEFERRED EQUITY PLAN

9. Number of shares, debentures or financial instruments relating to shares acquired

37,534

10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

NOT MATERIAL

11. Number of shares, debentures or financial instruments relating to shares disposed

-

12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) 

NOT MATERIAL

13. Price per share or value of transaction

SHARES ACQUIRED AS A RESULT OF THE VESTING OF NIL COST SHARES HELD IN THE 2009 HENDERSON GROUP DEFERRED EQUITY PLAN

14. Date and place of transaction

31 MARCH 2010

15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

955,947 (289,792 ORDINARY SHARES HELD BY HARGREAVES LANSDOWN PENSION TRUSTEES LIMITED AND 666,155 HELD BY HARGREAVES LANSDOWN NOMINEES LIMITED)

16. Date issuer informed of transaction

31 MARCH 2010

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17 Date of grant

-

18. Period during which or date on which it can be exercised

-

19. Total amount paid (if any) for grant of the option

-

20. Description of shares or debentures involved (class and number)

-

21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

-

22. Total number of shares or debentures over which options held following notification

-

23. Any additional information

-

24. Name of contact and telephone number for queries

MR M PURKIS - 020 7818 2959

Name and signature of duly authorised officer of issuer responsible for making notification

MR M PURKIS

Date of notification

1 APRIL 2010

END