Henderson Group - Share sale facility

Share sale facility for holdings of 320 or fewer shares

28 May 2012

Henderson Group (the Company) is today launching a share sale facility (Facility) to shareholders with 320 or fewer shares. The Facility, being offered under Article 232 of the Company's Articles of Association, is commonly known in the Australian market as a sale of unmarketable parcels. The ASX Listing Rules define a marketable parcel of shares as one valued at not less than A$500.

The Company offered a similar share sale facility, on 14 March 2012, to shareholders with 285 or fewer shares. In accordance with Article 232, shareholders who were eligible to participate in the first share sale facility have been excluded from participation in the current Facility.

The Company is offering this Facility to assist holders of unmarketable parcels (determined as at 16 May 2012) to sell their shares without having to use a broker or pay brokerage. The Company will pay all costs of sale of those shareholders who take advantage of the Facility (although any tax consequences from the sale will be the shareholder's responsibility).

At the close of business on 16 May 2012, Henderson Group's share price on the ASX was A$1.560, making shareholders with 320 or fewer shares on that date eligible to participate in the Facility. There were 58,618 eligible shareholders (out of a total of 93,729), holding a total of 18,267,955 shares (1.65% of total issued share capital).

It is anticipated that shareholders who do not elect to retain their shares will be sent payment for their shares on or about 3 August 2012.

Attached are:

·; the Chairman's letter;

·; a sample of a share retention form; and

·; terms and conditions,

all of which are being sent today to eligible shareholders.

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/1600E_-2012-5-25.pdf 

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

About Henderson Group plc

Henderson Group plc ('Henderson Group' or 'Group') is the holding company of the investment management group Henderson Global Investors ('Henderson'). Henderson Group's principal place of business is in London and since December 2003 it has been dual-listed on the London Stock Exchange and Australian Securities Exchange ('ASX'). Henderson Group is a constituent of the FTSE 250 and S&P/ASX 200 indices. Since 31 October 2008, the Group has been incorporated in Jersey and tax-resident in the Republic of Ireland.

Established in 1934, Henderson is a leading independent global asset management firm. The company provides its institutional, retail and high net-worth clients with access to skilled investment professionals representing a broad range of asset classes, including equities, fixed income, property and private equity. Henderson is one of Europe's largest investment managers, with £66.7bn assets under management and employed 1,056 people worldwide (as at 31 March 2012).

About CHESS Depositary Interests

In this announcement, the term "shareholders" refers to all holders of Henderson Group plc shares, including those whose holdings are in the form of CHESS Depositary Interests on the Australian Securities Exchange.

CHESS Depositary Interests, or CDIs, are a way of allowing securities of foreign companies to be traded on the Australian Securities Exchange. CDIs afford shareholders all the same direct economic benefits as ordinary shares, like the right to dividends and the right to participate in rights offers.