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Notification regarding New Star Asset Management Group PLC

25 January 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Henderson Group plc ('Henderson Group' or 'the Group') notes the recent speculation regarding a potential transaction involving the Group and New Star Asset Management Group PLC ('New Star'). Henderson Group confirms that it is in discussions with New Star regarding a possible transaction, including a possible offer for New Star by the Group. There can be no certainty that any transaction or offer will be forthcoming. 

Irrespective of any transaction or offer made, the Henderson Group Board intends to recommend a total dividend in relation to 2008 of 6.1 pence per share, equivalent to the total dividend paid in respect of 2007.

Further announcements will be made in due course, as appropriate.

………………….*………………….

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

 

Henderson Group plc

47 Esplanade

St Helier

Jersey JE1 0BD

Registered in Jersey 

No. 101484

ARBN 133 992 766

  Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Henderson Group plc or New Star Asset Management Group PLC, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Henderson Group plc or New Star Asset Management Group PLC, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all 'dealings' in 'relevant securities' of Henderson Group plc or New Star Asset Management Group PLC by New Star Asset Management Group PLC or Henderson Group plc, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Henderson Group plc confirms that it has 725,315,394 ordinary shares of 12.5 pence each in issue as at the close of business on 23 January 2009. The ISIN reference for these securities is JE00B3CM9527 on the LSE and AU000000HGG2 on the ASX.

  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 is headquartered in London and since December 2003 has been dual-listed on the London Stock Exchange and Australian Securities Exchange. 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 business. Henderson 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 £51.2 billion of AUM (as at   30 September 2008) and employs around 950 people worldwide.

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 ASX.

CHESS Depositary Interests, or CDIs, are a way of allowing securities of foreign companies to be traded on the ASX. 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. 

Further information www.henderson.com or
Investor enquiries
Mav Wynn, Head of Investor Relations	+44 (0) 20 7818 5135 or
	+44 (0) 20 7818 5310
	mav.wynn@henderson.com or
	investor.relations@henderson.com
Media enquiries
United Kingdom: Maitland	Australia: Cannings
Lydia Pretzlik/Rebecca Mitchell	Pip Green/Luis Garcia
+44 (0)20 7379 5151	+61 (0)2 9252 0622

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