Henderson begins tender, exchange offers for £75 million of 6.5% notes

By Angela McDaniels

Tacoma, Wash., March 7 - Henderson Group plc said Henderson UK Finance plc began a tender offer and an exchange offer for the £175 million 6.5% notes due 2012 issued by HGI Group Ltd. (formerly Henderson Group plc).

The target acceptance amount for the offers is £75 million principal amount of notes, according to a company notice.

Holders can tender their notes for purchase or exchange them for sterling-denominated fixed-rate guaranteed notes to be issued by Henderson UK Finance and guaranteed by Henderson Group and Henderson Global Investors (Holdings) Ltd.

Holders must tender at least £50,000 of notes in order to participate in either offer, and holders who wish to participate in the exchange offer must tender enough notes to result in the issuance of at least £100,000 of new notes.

If the offers are oversubscribed, priority will be given to holders who tendered their notes for exchange. If, due to proration, a holder's notes are not enough to result in the issuance of at least £100,000 of new notes, that holder's notes will instead be accepted in the tender offer.

The offer price to be paid in the tender offer will be calculated using the yield of the 5% U.K. treasury gilt due March 7, 2012 plus 300 basis points.

The principal amount of new notes to be received in the exchange offer will be calculated using the exchange ratio, which will equal the offer price divided by the new issue price of the new notes.

The tenor of the new notes and the benchmark gilt used to set their new issue price will be announced by March 15, and the spread used to set the new issue price will be announced after the pricing time, which is 10 a.m. ET on March 16.

Holders will also receive accrued interest and, if applicable, a cash rounding amount.

The offers will expire at noon ET on March 15. The settlement date will be March 23.

Henderson UK Finance may decide to issue additional new notes for cash.

Henderson Group said the purpose of the offers and the possible issuance of additional notes is to extend the debt maturity profile of the group, to meet ongoing debt obligations and for general corporate purposes.

The joint dealer managers are HSBC Bank plc (+44 20 7991 1444 or liability.management@hsbcib.com), Royal Bank of Scotland plc (+44 20 7085 9178 or liability.management@rbs.com) and UBS Ltd. (+44 20 7567 0525 or mark-t.watkins@ubs.com). The exchange and tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or Henderson@lucid-is.com).

Henderson Group is an investment management company based in St. Helier on the Channel Island of Jersey.

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