Henderson Group - Issue of notes by Henderson UK Finance and invitation to exchange and tender

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Slaughter and May is advising Henderson Group plc on the issue by its subsidiary, Henderson UK Finance plc, of £150,000,000 7.25 per cent. guaranteed notes due 2016 (the "Notes"). The Notes will be issued on 24 March 2011 and are unconditionally guaranteed by Henderson Group plc and Henderson Global Investors (Holdings) Limited.

Slaughter and May is also advising on Henderson UK Finance plc's invitation to holders of £175,000,000 6.50 per cent. notes due 2012 issued by HGI Group Limited (the "Existing Notes") to either exchange their Existing Notes for new Notes or to tender their Existing Notes for repurchase by Henderson UK Finance plc for cash. Henderson UK Finance plc accepted for exchange approximately £30,000,000 in aggregate nominal amount of Existing Notes. The invitation to exchange and tender closed on 17 March.

HSBC Bank plc, The Royal Bank of Scotland plc and UBS Limited acted as joint lead managers for the issue of the Notes and as joint dealer managers to the invitation to exchange and tender and Lucid Issuer Services Limited acted as the exchange and tender agent.

Matthew Tobin (partner), Akshay Kundaiker (associate)