HGG.L Regulatory News (HGG)

Interim Management Statement

4 May 2011

Henderson Group plc ('Henderson Group' or 'the Group') is today publishing its first Interim Management Statement for 2011. The comments below refer to the first quarter of the current financial year, representing the period from 1 January 2011 to 31 March 2011 ('the period') and, unless otherwise stated, exclude Gartmore Group Limited ('Gartmore') which was acquired on 4 April 2011.

Key points

·; Assets under management ('AUM') £60.5 billion.

·; £319 million net inflows into retail funds.

·; £174 million net inflows into absolute return funds.¹

·; Good investment performance over one and three years.

·; Pro forma AUM as at 31 March, including Gartmore, £76.2 billion.

·; Gartmore acquisition completed on 4 April 2011; integration of staff complete and now operating on Henderson Group systems and processes.

Commenting on the Interim Management Statement, Andrew Formica, Henderson Group's Chief Executive said: "Although markets ended broadly unchanged over the period, this masks continued volatility. Notwithstanding this volatility, we had good net inflows into our absolute return funds and in our retail funds, including a notable increase in our UK retail fund range. I remain encouraged by our business performance since the end of the period".

"We completed the acquisition of Gartmore at the beginning of April and the integration is well advanced with all staff working on our systems and following our processes. I am pleased with the pace of the integration which is both ahead of our plans and our previous experience from New Star. The acquisition has also been well received by Gartmore's clients. Our goals for the remainder of this year are to continue delivering strong investment performance for all our clients, completing the integration of the Gartmore business and capitalising on the strengths of the combined group."

¹ £97 million relates to flows into retail funds.

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey

No. 101484

ABN 67 133 992 766

Total AUM decreased by £1.2 billion during the period. This was driven by the previously notified transfer of £1.5 billion of cash funds to DB Advisors. Favourable market and currency movements of £406 million were partially offset by net outflows of £100 million. Total AUM as at 31 March 2011 were £60.5 billion.

Total net retail flows were £319 million in the period. In particular, UK retail had net inflows of £285 million (supported by flows into Long Dated Credit, Credit Alpha, Strategic Bond and multi-manager funds) and retail absolute return funds had £97 million net inflows. Flows in the SICAV Horizon fund range were lower than the recent run-rate due to outflows concentrated around the tragic events in Japan, which resulted in a modest net inflow of £53 million for the period. In April, we continued to see net inflows into UK retail, retail absolute return funds and in the SICAV Horizon fund range and flows into our US Mutuals range have turned positive.

Institutional net outflows, excluding Phoenix, were £192 million during the period. The outflows from the institutional business and net notified withdrawals at 30 April 2011 of approximately £2.2 billion are mainly from long-standing, lower margin mandates where clients have, despite strong performance, rebalanced their portfolios. Partially offsetting these outflows were £77 million net institutional inflows into our offshore absolute return fund ranges (largely into Asian and Japan funds and our Agricultural fund).

Property client commitments were largely unchanged from 31 December 2010 at £1.4 billion. There remains a shortage of suitable property investment opportunities which has slowed our ability to invest client commitments.

As regards our cash business, DB Advisors were appointed as investment manager of the Henderson Liquid Asset Fund (HLAF) from October 2010 and subsequently investors approved the merger of HLAF into the Deutsche Managed Sterling Fund. As a result the Group's AUM reduced by £1.5 billion. Where client positions are held in the Deutsche Managed Sterling Fund by Henderson retail UK OEICs and unit trusts, institutional segregated mandates and Phoenix, these investments continue to be recognised in the Group's AUM as they are managed under existing Henderson mandates. These investments have been transferred from liquidity products to their respective product categories.

Investment performance

Henderson's overall investment performance, across asset class and product type, remains good. Over one year, 67% and 74% of Equity and Fixed Income funds respectively outperformed, rising to 68% and 77% over three years.

Update on Gartmore aquisition

The acquisition of Gartmore completed on 4 April 2011 and the Group issued 242,639,403 new Henderson Group shares to Gartmore shareholders. Gartmore AUM as at 31 December 2010 was £17.2 billion (£16.5 billion net of notified redemptions). During the period, Gartmore experienced £1.2 billion of net outflows (net of notified redemptions) and market levels were broadly neutral. This resulted in a take-on AUM of £15.7 billion (£15.3 billion net of notified redemptions) bringing Henderson's pro forma AUM at 31 March 2011 to £76.2 billion before notified redemptions. In April, Gartmore had net outflows (net of notified redemptions) of approximately £100 million. As regards the integration process, staff have moved to our offices and now operate on Henderson systems and processes. The majority of fund mergers and the integration of third party administrators are expected to complete by the end of 3Q11.

The extension of our Investment Firm Consolidation Waiver to 4 April 2016 has been formally confirmed by the FSA.

Balance sheet

On 24 March 2011, the Group exchanged £32.4 million of its existing debt into a new £150 million debt issuance to enhance its capital position prior to the repayment of Gartmore's debt and to provide appropriate working capital. The Group currently has in issue £142.6 million 6.5% senior notes maturing on 2 May 2012 and £150 million 7.25% senior notes maturing on 24 March 2016.

Since the end of the period, the Group repaid all Gartmore's outstanding debt of £246.5 million resulting in a gross debt position of the combined Group of approximately £290 million and cancelled £147.7 million of its £200 million multicurrency term facilities.

2011 interim results

The Group intends to release its 2011 interim results on 17 August 2011.

Appendix 3: Previous Henderson AUM disclosure¹

Appendix 4: Detailed Gartmore AUM

Appendix 5: Number of shares for earnings per share (EPS) calculations¹

Forward-looking statements

This announcement contains forward-looking statements with respect to the financial condition, results and business of Henderson Group. By their nature, forward-looking statements involve risk and uncertainty because they relate to events, and depend on circumstances, that will occur in the future. Henderson Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

Notes to editors

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 £76.2 billion assets under management and employed around 1,100 people worldwide (pro forma as at 31 March 2011).

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.