HGG.L Regulatory News (HGG)

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)

23 March 2011

HENDERSON UK FINANCE PLC ANNOUNCES THE SATISFACTION OF THE NEW ISSUE CONDITION TO WHICH THE EXCHANGE OFFER FOR THE £175,000,000 6.50 PER CENT. NOTES DUE 2012 ISSUED BY HGI GROUP LIMITED (FORMERLY HENDERSON GROUP PLC) WAS SUBJECT

In relation to the announcements made by Henderson UK Finance plc (the Issuer) on 7 March 2011, 14 March 2011 and 18 March 2011 relating to the Offers to holders of the outstanding £175,000,000 6.50 per cent. Notes due 2012 issued by HGI Group Limited (formerly Henderson Group plc), the Issuer announces that the New Issue Condition has been satisfied.

The Settlement Date in relation to the Exchange Offer is expected to be 24 March 2011.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer Memorandum dated 7 March 2011 (the Offer Memorandum).

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.

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

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.