Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 May 2014, exempts the directors of Henderson Group plc (Henderson Group) from various provisions of the Financial Reporting Act 1993 (the Act).

Henderson Group is incorporated in Jersey. Its ordinary shares are quoted on the London Stock Exchange (LSE). It also has CHESS depository interests (offering units of beneficial ownership of Henderson Group ordinary shares registered in the name of a nominee) quoted on the Australian Securities Exchange (ASX).

The effect of the exemptions is to provide relief to the directors of Henderson Group where it has offered or offers securities in New Zealand under the Securities Act (Overseas Companies) Exemption Notice 2002 (the 2002 notice) from the preparation, content, auditing, and filing requirements of the Act.

These exemptions are granted on the conditions that Henderson Group prepares and publicly files its financial statements in accordance with Jersey law and the listing rules of the LSE and ASX.

The Securities Commission considers that it is appropriate to grant the exemptions because—

• there will not be any significant detriment to subscribers in New Zealand as the exemptions only apply to Henderson Group as a result of an exchange offer under the 2002 notice. These investors will already be familiar with the format of financial reports prepared by Henderson Group:

• the exemption from the filing requirement recognises that Henderson Group, as an issuer in New Zealand only under the 2002 notice, has a comparatively minor association with New Zealand securities law, which does not justify the imposition of an ongoing obligation to file accounts in New Zealand:

• the Securities Commission has had regard to the financial reporting and audit requirements that must be complied with by Henderson Group in relation to the 2002 notice. The exemptions are limited by the requirement that Henderson Group complies with the financial reporting and audit requirements set out in the Companies (Jersey) Law 1991 and the listing rules of the LSE and ASX:

• the exemptions address the particular circumstances of offers made by Henderson Group under the 2002 notice, which involves only transitory contact with New Zealand and provides relief from the ongoing financial reporting requirements triggered by the allotment of securities under that notice. The application of the exemptions is limited to Henderson Group as an issuer by reason only of reliance on the 2002 notice, and so it is not broader than is reasonably necessary to address the difficulties identified:

• the Securities Commission has taken into account the financial reporting obligations of Henderson Group (under law and any applicable stock exchange rules), including the legal standing and enforcement of those obligations, and whether those financial reporting obligations provide New Zealand securities holders with adequate financial information including public availability of financial reports prepared under the rules and law of the relevant jurisdiction.