HENDERSON GROUP PLC (2) (ASX.HGI)

we understand that under the UK Court sanctioned Scheme of Arrangement existing shareholders in Henderson (HGI) or holders of CHESS Depositary Interests "DIs" as the case may be) had their shares (or CDIs) cancelled in consideration for an equal number of shares (or CDIs) in a newly incorporated Jersey company Henderson Group plc (HGG)

delisted following completion of the scheme of arrangement between the Company and Henderson Group plc

we understand that on or about this date the company undertook, proposed to undertake or was the subject of the following corporate action: - reduction of capital and restructure whereby the holder of 1 HGI ordinary share/CDI will receive 1 New Henderson Group ordinary share/CDI where the new entity will be renamed Henderson Group plc (ASX code: HGG) - this corporate event may appear elsewhere in this company record

the securities of Henderson Group plc (the "Company") will be suspended from official quotation from the close of trading on Friday 24 October 2008 in accordance with the timetable for the scheme of arrangement between the Company and Henderson Group plc (see also Henderson Group plc. (HGG)

we understand that on or about this date the company consolidated its shares 4 for 5

in October 2006, the company conducted a return of cash and share cancellation - all CDI holders had 22 CDI's cancelled and in return received a cash payment of 78 pence (A$1.931787) per CDI cancelled - no part of the return of capital is taken to be an unfranked dividend paid out of profits - the cancellation of the shares under the scheme constitutes a CGT event C2 - shareholders and CDI holders are taken to have received $2.38 as the capital proceeds in respect of the cancellation of each of their shares on 13 October 2006 - to the extent that the capital proceeds received by each shareholder or CDI holder exceeded the cost base of the cancelled shares, a capital gain resulted - to the extent that the reduced cost base of each cancelled share exceeded that capital proceeds amount, a capital loss arose

we understand that on or about this date the company made a capital return of 78 cents per share

name changed from HHG plc

in April 2005, HHG PLC undertook a capital reduction which included a return of cash to all shareholders, and a reduction in investor base - under the return of cash, 52 out of every 100 CDIs held were cancelled and shareholders received $1.34585 for each cancelled CDI - under the reduction of investor base, shareholdings were reduced to a multiple of 500 CDIs unless shareholders elected not to participate - $1.56608 was received for each cancelled CDI - the ATO has accepted that the capital proceeds for each cancellation is the amount received - shareholders need to calculate the capital gain or capital loss made when their CDIs were cancelled under the return of cash, the capital gain or capital loss made when the CDIs were cancelled under the reduction of investor base and the new cost base of any remaining CDIs