Tender Offer

For release 7.00am 26 November 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW

HENDERSON VALUE TRUST PLC

Tender offer

As indicated in the final results announcement of 21 November 2014, the Directors have been mindful of the discount at which the Shares have traded over the last twelve months. Having considered various options, the Board is proposing that Shareholders are given the opportunity to participate in a conditional tender offer in order to offer Shareholders the chance to realise some of their investment in the Company. A circular explaining the details of a tender offer for up to 10% of the outstanding shares of the Company at a discount of 2% to net asset value less costs and the procedure for tendering shares (the "Circular") has been sent to shareholders. The tender offer will be conditional, amongst other things, upon the passing of the continuation vote at the Company's Annual General meeting to be held on 19 December 2014.

A copy of the Circular will shortly be available from the Company's website www.hendersonvaluetrust.com or from the National Storage Mechanism www.morningstar.co.uk/uk/NSM 

The Tender Offer

The key points of the Tender Offer are as follows:

· the Tender Offer will be restricted to 10 per cent. of the Shares in issue (excluding any Shares held in treasury) on the Record Date;

· each Shareholder (other than Restricted Shareholders) will be able to tender up to 10 per cent. of its holdings (rounded down to the nearest whole number of Shares), with such tenders being satisfied in full;

· each Shareholder will also be able to tender Shares in excess of its basic 10 per cent. entitlement, but such excess tenders will only be satisfied on a pro rata basis to the extent that other Shareholders tender less than (or none of) their basic 10 per cent. entitlement;

· the Tender Price per Share will be at a discount of 2 per cent. to the unaudited NAV per Share on the Calculation Date after deducting an amount equal to the dividend of 3 pence per Share (but only if that dividend is approved at the AGM) less the costs and expenses of the Tender Offer divided by the number of Shares successfully tendered.

The Tender Offer will be implemented by means of on-market purchases by Panmure Gordon, which will, as principal, purchase the Shares tendered (subject to the overall limit of the Tender Offer) at the Tender Price and, on the completion of those purchases and in accordance with the Repurchase Agreement, sell them on to the Company at the Tender Price by way of an on-market transaction (all of these transactions will be carried out on the London Stock Exchange's Main Market). The Shares that the Company purchases from Panmure Gordon will be cancelled and the number of Shares in issue carrying voting rights reduced accordingly. The Company will fund that purchase from its existing cash resources.

The Tender Offer is conditional on the Tender Offer Resolution and the Continuation Resolution being passed at the AGM.

Shareholders should note that, notwithstanding a decision to tender some or all of their holding in the Company, Shareholders will be entitled to receive the final dividend of 3 pence per Share for the financial year ended 30 September 2014, payable to Shareholders on the register at close of business on 30 December 2014 (subject to approval of the dividend at the forthcoming AGM).

Expected timetable

Overseas Shareholders

The tender offer is not being made to shareholders who are resident in, or citizens of, Australia, Canada, Japan, New Zealand, The Republic of South Africa and the United States (the "Restricted Jurisdictions"). Such shareholders are being excluded from the tender offer to avoid breaching applicable local laws relating to the implementation of the tender offer. Accordingly, copies of documentation relating to the tender offer will not be and must not be mailed or otherwise distributed in or into any of the Restricted Jurisdictions. 

Definitions in this announcement are the same as those used in the Circular.

For further information, please contact: