HGG.L Regulatory News (HGG)

13 Jan 2011 16:20

FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Consistent with Rules 8.1 and 8.2 of the Takeover Code (the "Code") as the parties have agreed will apply to the Offer

1. KEY INFORMATION

(a) Identity of the party to the offer making GARTMORE GROUP LIMITED the disclosure:

(b) Owner or controller of interests and short Jeffrey Meyer positions disclosed, if different from 1(a): Keith Starling The naming of nominee or vehicle companies is insufficient Andrew Skirton David Barclay David Lindsell (c) Name of offeror/offeree in relation to HENDERSON GROUP PLC whose relevant securities this form relates: Use a separate form for each party to the offer (d) Is the party to the offer making the OFFEREE disclosure the offeror or the offeree? (e) Date position held: 12 JANUARY 2011

(f) Has the party previously disclosed, or is YES - DISCLOSURE MADE ON 12 it today disclosing, under the Code in respect JANUARY 2011 RE: HENDERSON of any other party to this offer?

GROUP PLC SHARES If YES, specify which:

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security: Ordinary Shares of £0.005p each Interests Short positions Number % Number % (1) Relevant securities owned 10,560,494 2.9 Nil n/a and/or controlled: (2) Derivatives (other than Nil n/a Nil n/a options): (3) Options and agreements to Nil n/a Nil n/a purchase/sell: TOTAL: Nil n/a Nil n/a

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in N/A relation to which subscription right exists: Details, including nature of the N/A rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Director shareholdings: Number of £0.005 ordinary shares held

Jeffrey Meyer 300,000 (Held direct) Jeffrey Meyer 6,683,104 (registered holder Barclays Wealth Trustees (Guernsey) Limited) Keith Starling 42,675 (Held direct) Keith Starling 2,844,464 (registered holder Barclays Wealth Trustees (Guernsey) Limited) Andrew Skirton 619,672 (registered holder Barclays Wealth Trustees (Guernsey) Limited) David Barclay 22,727 (registered holder Strand Nominees Limited) David Lindsell 30,000 (Held direct) David Lindsell 17,852 (registered holder Barclays Wealth Trustees (Guernsey) Limited)

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None (c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO

Supplemental Form 8 (SBL) NO Date of disclosure: 13 January 2011 Contact name: Dean Clarke - Company Secretary Telephone number: 0207 782 2000

Public disclosures consistent with the requirements of Rule 8 of the Code should be made to a Regulatory Information Service.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .