Rule 8.3 - HENDERSON GROUP PLC

FORM 8.3


    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              HENDERSON GROUP PLC
Class of relevant security    ORD GBP0.125
to which the dealings being
disclosed relate (Note 2)
Date of dealing               03 February 2009

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant      57,464,585     7.92%        312,426     0.04%
securities
(2) Derivatives    1,663,181     0.23%        275,574     0.04%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total             59,127,766     8.15%        588,000     0.08%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale   Number of Securities   Price per unit
Purchase        73,876                 .7186
Purchase        14,411                 .7360
Purchase        26,510                 .7329
Purchase        26,952                 .7226
Purchase        11,938                 .7307
Purchase        33,750                 .7175
Purchase        261,521                1.5712 AUD
Purchase        104,581                .7209
Purchase        2,512                  1.6085 AUD
Purchase        66,278                 1.5801 AUD
Purchase        68,790                 1.5811 AUD
Purchase        32,101                 .7307
Sale            77,017                 .7311
Sale            150,000                .7191
Sale            2,512                  1.6085 AUD
Sale            66,278                 1.5801 AUD
Sale            31,804                 .7299
Sale            25,000                 .7345
Sale            16,427                 .7172
Sale            12,102                 .7151

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          12102         0.715
CFD            Long          16427         0.7172
CFD            Long          150000        0.7191
CFD            Long          77017         0.731
CFD            Long          25000         0.7345
CFD            Short         22242         0.715
CFD            Short         73876         0.7186
CFD            Short         26510         0.7328
CFD            Short         14411         0.736
CFD            Short         261521        1.5711

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         04 February 2009
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk