Henderson Group - Exchange/Tender Offer 2012 Notes

HENDERSON UK FINANCE PLC ANNOUNCES EXCHANGE AND TENDER OFFERS FOR THE £175,000,000 6.50 PER CENT. NOTES DUE 2012 ISSUED BY HGI GROUP LIMITED (FORMERLY HENDERSON GROUP PLC)

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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

7 March 2011

Henderson UK Finance plc (the Issuer), a subsidiary of Henderson Group plc, announces today its invitations to holders (subject to the offer restrictions referred to below) 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 their Existing Notes for Sterling-denominated Fixed Rate Guaranteed Notes (the New Notes) to be issued by the Issuer and unconditionally and irrevocably guaranteed by Henderson Group plc and Henderson Global Investors (Holdings) Limited (together, the Guarantors) (such invitation the Exchange Offer); or

(b) tender their Existing Notes for purchase by the Issuer 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

HGI Group Limited

201 Bishopsgate

London

EC2M 3AE

No. 2072534

The Offers are made on the terms and subject to the conditions set out in the Offer Memorandum dated 7 March 2011 (the Offer Memorandum).

Copies of the Offer Memorandum are available from the Joint Dealer Managers and the Exchange and Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer Memorandum.

The purpose of the Offers and Issuer's contemplated issuance of the New Notes and any Additional New Notes is to extend the debt maturity profile of the wider Henderson Group and to meet the Issuer'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 Issuer's contemplated issuance of the New Notes and the Additional New Notes 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.

Notes purchased by the Issuer pursuant to the Offers will be cancelled.

The Exchange Offer

Exchange Consideration

The nominal amount of New Notes each Noteholder whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive, on the Settlement Date, will be calculated by reference to the Exchange Ratio which will be calculated by dividing the Offer Price by the New Issue Price.

The Issuer will also pay each such Noteholder, on the Settlement Date, an Accrued Interest Payment and (if applicable) a Cash Rounding Amount.

Pricing of the New Notes

The New Issue Tenor and the New Issue Benchmark Gilt will be announced by the Issuer in advance of the Revocation Deadline. The New Issue Spread will be announced by the Issuer as soon as reasonably practicable after the Pricing Time.

The determination of the New Issue Spread will be based on feedback solicited by the Joint Dealer Managers from the markets before the Pricing Time. Any Exchange Instruction must be submitted on the basis of the indicative pricing guidance (if any) available at or before the time of submission. Actual pricing for the New Notes will only take place after the Expiration Deadline.

The New Issue Spread will be added to the New Issue Benchmark Gilt Rate to determine the New Issue Yield, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date, from which the New Issue Price and the New Issue Coupon will be calculated in accordance with market convention.

The Tender Offer

The amount payable, on the Settlement Date, by the Issuer to each Noteholder whose Existing Notes are accepted for purchase pursuant to the Tender Offer will be calculated by reference to the Offer Price.

The Issuer will also pay each such Noteholder, on the Settlement Date, an Accrued Interest Payment.

Offer Price

The Offer Price will be calculated at the Pricing Time in accordance with market convention. The Offer Price is intended to reflect a yield to maturity of the Existing Notes on the Settlement Date based on the sum of the Offer Spread and the Existing Notes Benchmark Gilt Rate.

Final Acceptance Amounts and Scaling

The Issuer will determine the aggregate nominal amount it wishes to accept for exchange pursuant to the Exchange Offer (the Exchange Offer Acceptance Amount) and the aggregate nominal amount it wishes to accept for purchase pursuant to the Tender Offer (the Tender Offer Acceptance Amount, and the sum total of the Exchange Offer Acceptance Amount and the Tender Offer Acceptance Amount, the Final Acceptance Amount), in each case in its sole discretion, at or around the Pricing Time. The Issuer currently proposes that the Final Acceptance Amount shall not exceed £75,000,000 in aggregate nominal amount of the Existing Notes (the Target Acceptance Amount), although the Issuer reserves the right, in its sole discretion, to increase the Target Acceptance Amount.

The Issuer will determine the allocation of the Final Acceptance Amount in its sole discretion provided that if:

(i) the aggregate nominal amount of the Existing Notes offered for exchange pursuant to the Exchange Offer exceeds the Target Acceptance Amount, the Issuer intends to accept such offers of Existing Notes on a pro rata basis such that the Exchange Offer Acceptance Amount shall equal the Target Acceptance Amount and the Tender Offer Acceptance Amount shall be zero;

(ii) the aggregate nominal amount of the Existing Notes offered for exchange pursuant to the Exchange Offer equals the Target Acceptance Amount, the Issuer intends to accept all such offers of Existing Notes and the Tender Offer Acceptance Amount shall be zero;

(iii) the aggregate nominal amount of the Existing Notes offered for exchange pursuant to the Exchange Offer is less than the Target Acceptance Amount (A) the Issuer intends to accept all such offers of Existing Notes and the Tender Offer Acceptance Amount shall be equal to the Target Acceptance Amount minus the Exchange Offer Acceptance Amount (or, if less, the aggregate nominal amount of the Existing Notes tendered for purchase pursuant to the Tender Offer); and (B) in the event that the aggregate nominal amount of the Existing Notes tendered for purchase pursuant to the Tender Offer exceeds the Target Acceptance Amount minus the Exchange Offer Acceptance Amount, the Issuer intends to accept such tenders of Existing Notes on a pro rata basis such that the aggregate nominal amount accepted for purchase pursuant to the Tender Offer is no greater than Target Acceptance Amount minus the Exchange Offer Acceptance Amount.

Additional New Notes and New Issue Condition

In connection with the Offers, the Issuer may decide, in its sole discretion, to issue further notes (the Additional New Notes) of the same series and with the same terms and conditions as the New Notes. The Additional New Notes (if any) will be subscribed for by the relevant manager or managers. Any acceptance by the Issuer for exchange and/or purchase of Existing Notes validly offered for exchange or tendered for purchase in the Offers is subject to the pricing of, and signing of a subscription agreement for the purchase of, and subscription for, the Additional New Notes (the New Issue Condition) and any references in this announcement to "accepted for exchange or purchase" (and all related references) shall be construed as being subject to the satisfaction of the New Issue Condition.

Participation in the Offers

In order to:

(a) participate in, and be eligible to receive New Notes pursuant to, the Exchange Offer, Noteholders must validly offer Existing Notes for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange and Tender Agent by the Expiration Deadline; or

(b) participate in, and be eligible to receive the Offer Price pursuant to, the Tender Offer, Noteholders must validly tender Existing Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Exchange and Tender Agent by the Expiration Deadline.

Exchange Instructions and Tender Instructions must be submitted in respect of a minimum nominal amount of Existing Notes of £50,000, being the minimum denomination, and may thereafter be submitted in integral multiples of £1,000.

Tender Instructions which relate (including after any pro rata scaling) to a nominal amount of Existing Notes of less than £50,000 will be rejected.

In addition, to participate in the Exchange Offer, Noteholders must validly offer for exchange sufficient Existing Notes (the Minimum Exchange Offer Amount) to be eligible to receive, in accordance with the terms of the Exchange Offer and following any scaling of such offer for exchange, a nominal amount of New Notes of at least the minimum denomination of the New Notes of £100,000. In the case of any Noteholder who offers Existing Notes for exchange in an amount which (whether as a result of scaling of such offer for exchange or otherwise) is less than the relevant Minimum Exchange Offer Amount but more than £50,000, such Noteholder will not be eligible to participate in the Exchange Offer and will instead be deemed to have tendered such Existing Notes for purchase pursuant to the Tender Offer.

Save as described in the previous paragraph, the Exchange Offer and the Tender Offer are alternative options available to Noteholders, and Noteholders who have submitted an Exchange Instruction or a Tender Instruction may not also submit a Tender Instruction or Exchange Instruction, as applicable, in respect of the same Existing Notes, without first validly revoking their original instruction in accordance with the terms of the Offer Memorandum.

Exchange Instructionsmay be revoked at any time from the time of their submission until the Revocation Deadline. Tender Instructions will be irrevocable once submitted and Exchange Instructions will be irrevocable from the Revocation Deadline (and Exchange Instructions submitted after the Revocation Deadline will be irrevocable from the time of their submission), except in the limited circumstances described in the Offer Memorandum.

Indicative Timetable of Events

The above times and dates are subject to the Issuer's right to extend, re-open, amend and/or terminate any Offer (subject to applicable law and as provided in the Offer Memorandum).

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Exchange Instructions and Tender Instructions will be earlier than the relevant deadlines above.

Noteholders are advised to read carefully the Offer Memorandum for full details of and information on the procedures for participating in the Offers.

HSBC Bank plc, The Royal Bank of Scotland plc and UBS Limited are acting as Joint Dealer Managers and Lucid Issuer Services Limited is acting as Exchange and Tender Agent.

Questions and requests for assistance in connection with the Offers may be directed to any of the Joint Dealer Managers.

Questions and requests for assistance in connection with the delivery of Exchange Instructions and Tender Instructions may be directed to the Exchange and Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Offer Memorandum. This announcement and the Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the contents of this announcement or the Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Joint Dealer Managers, the Exchange and Tender Agent, the Issuer or the Guarantors makes any recommendation as to whether Noteholders should offer Existing Notes for exchange or tender Existing Notes for purchase pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, (and offers of Existing Notes for exchange and tenders of Existing Notes for purchase pursuant to the Offers will not be accepted) from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, that Offer shall be deemed to be made by such Joint Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer Memorandum comes are required by the Issuer, the Guarantors, the Joint Dealer Managers and the Exchange and Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and the Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Notes cannot be offered for exchange or tendered for purchase in the Offers by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported offer of Existing Notes for exchange, or any purported tender of Existing Notes for purchase, resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Notes for exchange, or any purported tender of Existing Notes for purchase, made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.

Neither this announcement nor the Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Offer Memorandum is limited to the Offers and this announcement and the Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each holder of Existing Notes participating in the Offers will represent that it is not located in the United States and is not participating in the relevant Offer from the United States, that it is participating in such Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. person, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. person. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

None of the Offers, this announcement, the Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations, and the Offers are not being made, and will not be made, directly or indirectly, in or into the Republic of Italy (Italy) as a public offer (as defined in article 1, paragraph 1, letter v) of the Legislative Decree no. 58 of February 24, 1998. Accordingly, holders of Existing Notes are hereby notified that the Offers are not intended to be addressed, and the New Notes may not be offered, sold or delivered, and none of this announcement, the Offer Memorandum nor any other documents or materials relating to the Offers, the Existing Notes, or the New Notes has been prepared in order to be sent, by any means, distributed or otherwise made available, as part of the Offers, to any person in Italy.

United Kingdom(investment professionals and persons within Article 43 or otherwise permitted by the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) / France (certain qualified investors and providers of investment services relating to portfolio management for the account of third parties, other than individuals) / Belgium (qualified investors acting on their own account) / Australia (sophisticated investors (within the meaning of section 708(8) or (10) of the Corporations Act) or professional investors (within the meaning of section 708(11) of the Corporations Act)).

Jersey

The Offers may not be made in, and neither this announcement nor the Offer Memorandum may be circulated in, Jersey by any person.