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               04 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      57,454,135     7.92%        447,678     0.06%
securities
(2) Derivatives    1,798,433     0.25%        428,780     0.06%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total             59,252,568     8.17%        876,458     0.12%


(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        3,191                  1.5702 AUD
Purchase        3,191                  1.5702 AUD
Purchase        108,302                .7194
Purchase        47,211                 .7104
Purchase        35,292                 .7176
Purchase        16,500                 .7214
Sale            3,777                  1.5642 AUD
Sale            3,191                  1.5702 AUD
Sale            140,000                .7146
Sale            42,463                 .7190
Sale            35,292                 .7227


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          140000        0.7146
CFD            Long          42463         0.719
CFD            Long          35292         0.7226
CFD            Short         28404         0.705
CFD            Short         47211         0.7104
CFD            Short         35292         0.7176
CFD            Short         108302        0.7194
CFD            Short         16500         0.7214


(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                         05 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