Proposals for continuation

Henderson Eurotrust PLC
8 May 2002



           Proposals for the continuation of Henderson EuroTrust plc
                    ('Henderson EuroTrust' or the 'Company')


Introduction

In the Chairman's statement in the 2001 Report & Accounts, the Chairman stated
that the Board of Henderson EuroTrust (the 'Board') intended to provide
shareholders with the possibility of continuing their investment in Henderson
EuroTrust beyond the Company's scheduled wind-up date of 31 October 2002.  The
proposals announced by Henderson Global Investors Limited ('Henderson') in
relation to Charter European Trust plc, had they been successful, would have
achieved this effect.

The Board has discussed alternatives with Henderson, Intelli Corporate Finance
Limited ('Intelli'), the financial advisers to Henderson EuroTrust, and with
some of the Company's larger shareholders in relation to the Company's
continuation.

The Board is pleased to announce proposals (the 'Proposals') which will provide
for the continuation of the Company beyond October 2002 as well as giving
ordinary shareholders the opportunity to realise all or a proportion of their
investment in the Company for cash early.


Outline of the Proposals


The Proposals will provide for:

•    the continuation of the Company beyond 31 October 2002;

•    a facility to provide a cash exit for existing ordinary shareholders to 
     tender all or part of their shareholding, for purchase by  new investors, 
     at an exit price calculated by reference to Formula Asset Value ('FAV') 
     (the 'Buy Out Facility');

•    a placing and an offer for sale to fund the Buy Out Facility at an entry 
     price calculated by reference to FAV;

•    a placing and an offer for subscription at an issue price calculated by 
     reference to FAV;

•    the repayment of the zero dividend preference ('ZDP') shares at 70 pence 
     per share on 31 October 2002 in accordance with their entitlement; and

•    changes to the Company's constitution and management arrangements with 
     Henderson.

The FAV will take into account the costs of the Proposals, excluding the costs
associated with the placing and the offers for sale and subscription, and the
costs of revaluing the ZDP shares to their current market rate of 6.9 per cent.
The estimated FAV will be 97.7 per cent. of net assets.  A discount of 1 per
cent. of net assets will be applied to the FAV in calculating the exit price
under the Buy Out Facility.  The FAV will not need to include any realisation
provisions for the portfolio as, under the Proposals, the Company's existing
investments will be maintained in full.  Information on the 'Costs of the
Proposals' is provided later in this announcement.

If the Buy Out Facility is implemented, a second interim dividend will be paid
to all ordinary shareholders on the register prior to implementation of the
Proposals, to reflect the net accrued income for the period.  As the Company is
expected to continue in existence beyond 31 October 2002, the Board will not
distribute accumulated revenue reserves for prior periods.  Any remaining
revenue reserves will be accounted for in the FAV calculation for the benefit of
existing ordinary shareholders.

Following 31 October 2002, the Company will have only one class of share in
issue and any future gearing in the Company will be through the use of
borrowings on a more flexible basis of up to 30 per cent. of total assets.


New investors

Intelli has received indications from institutional investors of intentions to
invest £26 million in acquiring existing and/or new ordinary shares.  Intelli
and UBS Warburg Ltd. will seek to obtain further commitments under the placing
and there will also be a general offer to the public.  The general offer will,
depending on the extent of shares tendered under the Buy Out Facility and the
size of the placing, comprise existing and/or new ordinary shares.  Monies
raised under the placing and general offer will be applied first in acquiring
existing ordinary shares under the Buy Out Facility.


Shareholders continuing with their investment

The Proposals will provide a number of benefits for continuing shareholders and
will also entail changes to the Company's constitution and management
arrangements. The main impact of the Proposals on continuing shareholders and
the Company are:


•    ensuring the continuation of the Company, thus providing a tax
     effective means of remaining invested in Europe;

•    lower estimated costs incurred compared to the estimated costs
     of liquidating the Company and providing a rollover option;

•    a reduction in the management fee from 0.85 per cent. to 0.70
     per cent. per annum together with the introduction of a performance fee;

•    share buy back powers for up to 14.99 per cent. of the issued
     share capital, subject to annual renewal;

•    the ability to borrow  up to 30 per cent. of total assets; and

•    the prospect of investment in a larger company with consequential benefits 
     for the liquidity of the ordinary shares and economies of scale in making 
     investments.

It is intended to keep the total annual running costs of the Company, exclusive
of debt costs and any performance fees, at 1 per cent. or less of total assets.
The Board intend, in due course, to introduce a mechanism permitting
shareholders to tender their ordinary shares to the Company every five years for
purchase at a price close to net asset value.

Shareholders electing to realise all or part of their investment

Ordinary shareholders in Henderson EuroTrust will be able to tender all or part
of their shareholding at FAV less a discount of 1 per cent. of net assets for
purchase by new investors.

The benefits to existing shareholders who wish to exit include:

•    an earlier than anticipated cash exit;
     
•    an exit at an estimated 5.5 per cent. uplift to the current market price of 
     the ordinary shares (calculated as at 3 May 2002);

•    an exit at an estimated 0.3 per cent. uplift to the estimated exit value 
     available through a liquidation of the Company (calculated as at 3 May 
     2002); and

•    an exit without any portfolio realisation costs, as the Company will not 
     reduce in size as a result of the Buy Out Facility.

The indications from institutional investors to acquire existing and/or new
ordinary shares represent approximately 50 per cent. of the value of the
existing issued ordinary shares.


ZDP shareholders

The Proposals provide for ZDP shareholders to be paid their full entitlement of
70 pence per share on 31 October 2002.  This will require the approval of all
shareholders and the sanction of the Court.

The ZDP shares are already covered over 5 times by the assets of the Company.
The level of cover will not be reduced as a result of the Proposals and, if new
ordinary shares are issued under the Proposals, the Proposals will provide
increased cover for ZDP shareholders.


Costs of the Proposals

For continuing ordinary shareholders it is estimated that the costs of the
Proposals will be approximately 2.32 per cent. of net assets, inclusive of 0.40
per cent. costs of revaluing the ZDP shares to their current market rate.

For ordinary shareholders who wish to realise cash through the Buy Out Facility
a 1 per cent. discount will be applied to the FAV, resulting in total costs of
approximately 3.32 per cent. of net assets.

For new investors it is estimated that the costs of acquiring ordinary shares
will be approximately 1.20 per cent. of monies subscribed.  This estimate
assumes that a total of £26 million is available for investment in existing and
new ordinary shares and that 30 per cent. of the existing ordinary shares are
tendered under the Buy Out Facility.


Background information

Henderson EuroTrust

Henderson EuroTrust's aim is to achieve a superior total return from a portfolio
of high quality European investments.  Henderson EuroTrust invests predominantly
in large and medium sized European companies, which are perceived to be
undervalued in view of their growth prospects or on account of significant
changes in management or structure.

Henderson EuroTrust is managed by Henderson for an annual management fee of 0.85
per cent. of net chargeable assets.  Accounting, secretarial, administration and
UK custody services are all included within this fee.

As at 30 April 2002, Henderson EuroTrust had total assets of circa £62.5 million
and the net asset value performance of an ordinary share was +12 per cent., -15
per cent. and +75 per cent. over 6 months, 1 year and 5 years respectively.


Henderson Global Investors Limited

Henderson is part of the AMP Group, one of Australia's leading financial
services companies.  Originally founded in 1934, Henderson was acquired by AMP
in 1998 and managed over £150 billion as at 31 December 2001.  Henderson is one
of the UK's largest investment trust managers, responsible for the management of
over £5.2 billion as at 31 December 2001 across a range of 17 investment trusts
and closed end funds.


Conditions and timetable

The Proposals will be subject to the approval of ordinary and ZDP shareholders
at an EGM of Henderson EuroTrust and at separate class meetings.  In addition,
the repayment of the ZDP shares will be conditional on the Court subsequently
sanctioning the reduction in share capital and the cancellation of the Company's
share premium account.

If there are excess tenders from existing ordinary shareholders under the Buy
Out Facility which cannot be met by monies committed pursuant to the placing and
the offer for sale, the Board will consider other means of ensuring that
shareholders obtain a cash exit. ZDP shareholders will however be paid 70 pence
per ZDP share in cash on 31 October 2002.

In extremis, either situation described above may require the voluntary
liquidation of the Company in October 2002.

The Company intends to publish shareholder documentation within the next few
weeks giving full details of the Proposals and convening the requisite meetings
to approve the Proposals.  The offer and the Buy Out Facility will be open for
approximately three weeks from publication of the documentation. If this
indicative timetable is adhered to, cash will become available under the Buy Out
Facility around the middle of July 2002.

Existing and new shares will be eligible for inclusion in PEPs and ISAs.


Enquiries:

Stephen Westwood     Henderson Global Investors Limited         020 7818 4100

Robin Archibald      Intelli Corporate Finance Limited          020 7653 6300

                                                                0131 222 9400

Andrzej Sobczak      Intelli Corporate Finance Limited          020 7653 6300

                                                                01395 578 554

John Szymanowski/    UBS Warburg Ltd.                           020 7567 8000
Phil Higgs/Will Rogers


Henderson Global Investors Limited is regulated by the Financial Services
Authority.

Intelli Corporate Finance Limited and UBS Warburg Ltd., who are both regulated
by the Financial Services Authority, are acting for Henderson EuroTrust and are
not acting for any other persons and will not be responsible to such other
persons for providing the protections afforded to customers of Intelli Corporate
Finance Limited and UBS Warburg Ltd. or advising them on the contents of this
announcement.

Unless otherwise stated, the information contained in this announcement has been
prepared as at 3 May 2002.  The estimated costs of the Proposals and the
estimated uplifts compared with the current market price of the ordinary shares
and liquidation have been calculated using published net asset value and share
price statistics for the Company together with estimates for the direct costs of
implementing the Proposals and estimates of the direct costs of a liquidation,
including the costs of marking to market the ZDP shares.  The estimated costs of
marking the ZDP shares to market have been calculated using an estimated market
value based on the previous 5 day average gross redemption yield of the ZDP
shares up to 3 May 2002 and the book value of the ZDP shares on 5 July 2002, the
assumed date for implementation of the Proposals.  The cash exit value includes
a discount of 1 per cent. of net asset value.  Performance information for
Henderson EuroTrust has been sourced from the Consortium Investment Trust
Service.


End


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