Henderson to accept tenders for exchange for £32.41 million 6½% notes

By Jennifer Chiou

New York, March 18 - Henderson Group plc announced that Henderson UK Finance plc will accept tenders for exchange covering £32.41 million of the £175 million of 6½% notes due 2012 issued by HGI Group Ltd., formerly Henderson Group plc.

The company added that it will not accept any cash tenders for the notes.

The offers expired at noon ET on March 15. The settlement date will be March 24.

In a prior notice, Henderson had said that the target acceptance amount for the exchange and tender offers was £75 million principal amount of notes.

Holders had the chance to 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 had to tender £50,000 of notes in order to participate in either offer, and holders who wished to participate in the exchange offer had to tender enough notes to result in the issuance of at least £97,000 - down from £100,000 - of new notes.

The principal amount of the new 7¼% notes to be received in the exchange offer was calculated using the exchange ratio, which was equal to the offer price divided by the new issue price of the new notes. This amount is expected to be £150 million of new notes.

The new issue spread came in at 475 basis points while the new issue benchmark Gilt rate is 2.572%, compared to 0.756% for the existing notes.

The offer price of 102.945 was calculated using the yield of the 5% U.K. treasury Gilt due March 7, 2012 plus 300 bps.

Holders will also receive accrued interest of £25.50 for each £1,000 of notes and, if applicable, a cash rounding amount.

The new issue price was 99.703, with an exchange ratio of 1.032517.

If the offers had been oversubscribed, priority was to be given to holders who tendered their notes for exchange.

Henderson UK Finance previously said that it may decide to issue additional new notes for cash.

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

The joint dealer managers were 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 was 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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