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Registered Number: 7523697

HENDERSON UK FINANCE PLC ANNUAL REPORT AND ACCOUNTS

31 DECEMBER 2012

Henderson UK Finance plc - Annual Report and Accounts 2012

FINANCIAL STATEMENTS TABLE OF CONTENTS PAGE COMPANY INFORMATION 1 DIRECTORS’ REPORT 2 DIRECTORS’ RESPONSIBILITIES STATEMENT 5 INDEPENDENT AUDITORS’ REPORT 6 INCOME STATEMENT 7 STATEMENT OF FINANCIAL POSITION 8 STATEMENT OF CHANGES IN EQUITY 9 STATEMENT OF CASH FLOWS 10 NOTES TO THE FINANCIAL STATEMENTS

1. Authorisation of financial statements and statement of compliance with IFRS 112. Accounting policies 11 3. Income 134. Expenses 135. Finance expenses 136. Employees 137. Directors’ remuneration 148. Tax 149. Segmental information 1410. Fair value of financial instruments 11. Cash and cash equivalents

15 15

12. Trade and other receivables 1613. Changes in operating assets and liabilities 1614. Debt instrument in issue 1615. Trade and other payables 1616. Share capital 1717. Financial risk management 17 18. Capital commitments 1819. Related party transactions 1920. Ultimate parent undertaking and controlling party 1921. Contingent liabilities 1922. Events after the reporting date 19

Henderson UK Finance plc - Annual Report and Accounts 2012 1

COMPANY INFORMATION

DIRECTORS A J Formica S J Garrood R P McNamara COMPANY SECRETARY Henderson Secretarial Services Limited REGISTERED NUMBER 7523697 REGISTERED OFFICE 201 Bishopsgate London EC2M 3AE AUDITORS Ernst & Young LLP 1 More London Place London SE1 2AF BANKERS The Royal Bank of Scotland Plc 2 1/2 Devonshire Square London

EC2M 4XJ


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DIRECTORS’ REPORT The Directors present their report and the financial statements (“Annual Report and Accounts”) of Henderson UK Finance plc (the “Company”) for the year ended 31 December 2012. All comparatives are for the period from 9 February 2011 to 31 December 2011. Principal activities The Company was incorporated on 9 February 2011. The principal activity of the Company is that of a group financing company. The Directors do not envisage a change of activities in the foreseeable future. Results and dividends

The Company’s results for the year are shown in the Income Statement on page 7. The profit for the year, after tax, amounted to £59,000 (2011: £203,000). The Directors do not recommend the payment of any dividends in respect of the financial year (2011: £nil). Future developments and business review On 18 March 2011 the Company announced the issue of £150,000,000 7.25% p.a. senior notes due for repayment on 24 March 2016 (the “Notes”). The Notes are unconditionally and irrevocably guaranteed by Henderson Group plc and by Henderson Global Investors (Holdings) Limited. The Company's ultimate parent undertaking is Henderson Group plc. The review of the Company's activities and business operations is not performed at the individual entity level, as the operational review is conducted at the ultimate parent level, Henderson Group plc and its subsidiaries ("the Group"). There is a proactive approach to risk management and a framework has been designed to manage the risks of its business and to ensure that the Boards of Directors at both Henderson Group plc and subsidiary levels have in place appropriate risk management practices. Accordingly, the key financial and other performance indicators together with the risk management objectives and policies have been disclosed within the Annual Report and Accounts of Henderson Group plc for the year ended 31 December 2012, which can be obtained from the registered office as provided in note 20 to these financial statements. Key risks and their mitigation The key risks faced by the Company fall into a number of distinct categories and the means adopted to mitigate them are both varied and relevant to the nature of the risk concerned. The key risks faced by the Group are set out within the Annual Report and Accounts of Henderson Group plc. Key risks for the Company are set out below in alphabetical order:

Key Risks Description Mitigation

Liquidity Liquidity risk is the risk that the Company may be unable to meet its payment obligations as they fall due.

The Company’s liquidity is managed by the Group’s Finance function, which ensures that the Company has sufficient cash and/or highly liquid assets available to meet its liabilities. The Company ensures that it has access to funds to cover all forecast commitments for at least the following 12 months.

Operational Operational risk is the risk that the Company will sustain losses through inadequate or failed internal processes, people, systems and external events.

The Company operates a system of controls which is designed to ensure operational risks are mitigated to an appropriate level.

Regulatory Regulatory risk is the risk that a change in laws and regulations will materially affect the Company’s business or markets in which it operates.

The Company continuously monitors regulatory developments and where there is likely to be an impact, it has working groups in place to implement the changes.

Reputational Reputational risk is the risk that negative publicity regarding the Company will lead to litigation. The risk of damage to the Company’s reputation is more likely to result from one of the risks described above materialising rather than as a standalone risk.

The Company believes that reputational risk is mitigated through the effective mitigation of the other key risks.


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DIRECTORS’ REPORT (continued) Events after the reporting date The Board has not received, as at 1 May 2013, being the date on which the Annual Report and Accounts were approved, any information concerning significant conditions in existence at the reporting date which has not been reflected in the financial statements as presented. Share capital Details of movements in the allotted share capital during the year are given in note 16 to the financial statements. Directors A J Formica S J Garrood R P McNamara R L Pennant-Rea (Resigned 1 May 2013) Directors’ remuneration and interests A full Report on Directors’ remuneration has been included in the Annual Report and Accounts of Henderson Group plc. A copy of those accounts can be obtained as set out in note 20. Refer to note 7 for further detail. Conflicts of interest The Directors have put in place procedures to deal with conflicts of interest and these have operated effectively throughout 2012. A Register of Conflicts of Interest is maintained by the Group and reviewed by the Group’s Board on an annual basis. Any Director who is considering accepting a new external appointment must provide full details of the appointment to the Chairman and Company Secretary of Henderson Group plc. The Chairman will then decide whether the relevant appointment causes a conflict or potential conflict of interest and should therefore be considered by the Board of Henderson Group plc. If it is considered and approved by the Board of Henderson Group plc, such interest or potential interest is added to the Register of Conflicts of Interest. Financial instruments A statement on the risk management objectives, policies and related matters in respect of the use of financial instruments, including policies for hedging and the exposure to price, interest rate, liquidity, foreign currency and credit risk, can be found in note 17 to the financial statements. Political donations The Company made no political donations, incurred no European Union political expenditure and made no contributions to non-European Union political parties during the year. Charitable donations The Company made no charitable donations during the year. Going concern and financial instruments The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review as described in the Annual Report and Accounts of Henderson Group plc, which can be obtained as set out in note 20. The financial position of the Company, its cash flows and liquidity position are described in the financial statements and notes. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors have adopted the going concern basis of accounting in preparing the financial statements.


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DIRECTORS’ REPORT (continued) Indemnification and insurance of Directors and Officers The Group provides a Deed of Indemnity to the Directors to the extent permitted by United Kingdom Law, including indemnification against any liabilities incurred in defending any proceedings in which judgement is given in that director’s favour or he/she is acquitted, against liabilities incurred otherwise than to the Company, if the director acted in good faith with a view to the best interests of the Company or against any liabilities incurred in successfully applying to the Court for relief where the director acted honestly. Corporate governance Throughout the year ended 31 December 2012, the Henderson Group and the Company has been in compliance with the code provisions contained in the UK Corporate Governance Code issued by the Financial Reporting Council (FRC) in June 2010 (UK Code). A full Report on Corporate Governance has been included in the Annual Report and Accounts of Henderson Group plc. A copy of those accounts can be obtained as set out in note 20. Internal controls over financial reporting The Company’s financial reporting process has been designed to provide reasonable assurance regarding the reliability of the financial reporting and preparation of financial statements for external purposes, in accordance with International Financial Reporting Standards. This process is under the supervision of the Directors and has appropriate internal controls to ensure its effectiveness.

The internal controls include: policies and procedures that: (1) relate to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and disposals of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements, and that the receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposal of Company assets that could have a material effect on the Company’s financial statements.

Reporting The Company has listed the Notes on the London Stock Exchange (‘LSE’) and therefore the Company complies with the LSE disclosure requirements. Supplier payment policy The Company has no trade creditors. It is the Group’s policy that payments to suppliers are made in accordance with the terms and conditions agreed between Group companies and their suppliers, provided that all trading terms and conditions have been complied with. Directors’ statement as to disclosure of information to auditors The Directors who were members of the Board of Directors at the time of approving this Directors’ Report are listed on page 1. Having made enquiries of fellow Directors and of the Company’s auditors, each of these Directors confirms that: so far as the Directors are aware, there is no relevant audit information needed by the Company’s auditors

in connection with preparing their report of which the Company’s auditors are unaware; and the Directors have taken all the steps that they ought to have taken as Directors in order to make

themselves aware of any relevant audit information needed by the Company’s auditors in connection with preparing their report and to establish that the Company’s auditors are aware of that information.

Independent auditors In accordance with section 487(2) of the Companies Act 2006, the Auditors are deemed to be reappointed. This report was approved by the Board of Directors on 1 May 2013 and signed on its behalf by:

Henderson Secretarial Services Limited Secretary

Henderson UK Finance plc - Annual Report and Accounts 2012 5

DIRECTORS’ RESPONSIBILITIES STATEMENT The Directors are responsible for preparing the Directors' report and the annual report and accounts in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (‘IFRS’) adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing these financial statements, the Directors are required to: select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in

Accounting Estimates and Errors and then apply them consistently; make judgments and estimates that are reasonable and prudent;

present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;

state whether applicable IFRS have been followed, subject to any material departures disclosed and

explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that

the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors confirm that to the best of their knowledge the Directors’ Report includes a fair review of the development and performance of the business and the position of the Company for the year ended 31 December 2012 and a description of the principal risks and uncertainties faced by the Company and that the accounting records have been properly maintained. R P McNamara S J Garrood Director Director 1 May 2013 1 May 2013


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INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF HENDERSON UK FINANCE PLC

We have audited the financial statements of Henderson UK Finance plc for the year ended 31 December 2012 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes 1 to 22. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Accounts of the Company to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements:

give a true and fair view of the state of the Company’s affairs as at 31 December 2012 and of its profit for the year then ended;

have been properly prepared in accordance with IFRS as adopted by the European Union; and have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.

Ratan Engineer (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London Date:


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INCOME STATEMENT For the year ended 31 December 2012

2012

Period from 9 February 2011 to 31 December

2011

Notes £000 £000 Income Other operating income 3 - 1,336

Finance income 3 11,377 8,555

Total income 11,377 9,891

Expenses

Administrative expenses 4 (157) (1,065)

Total expenses before finance expenses (157) (1,065)

Finance expenses 5 (11,161) (8,623)

Total expenses (11,318) (9,688)

Profit before tax 59 203

Tax on profit 8 - -

Profit after tax 59 203

Other comprehensive income - -

Total comprehensive income 59 203


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STATEMENT OF FINANCIAL POSITION As at 31 December 2012 Registered number 7523697

2012 2011

Notes £000 £000

Current assets

Cash and cash equivalents 11 4,696 -

Trade and other receivables 12 147,658 158,055

Total assets 152,354 158,055

Non-current liabilities

Debt instrument in issue 14 149,077 148,791

149,077 148,791

Current liabilities

Trade and other payables 15 2,965 9,011

Total liabilities 152,042 157,802

Net assets 312 253

Capital and reserves

Share capital 16 50 50

Profit and loss reserve 262 203

Total equity 312 253

The financial statements were approved and authorised for issue by the Board of Directors on 1 May 2013 and were signed on its behalf by: R P McNamara Director


9

STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2012

Share capital

Profit and loss

reserve Total

£000 £000 £000

At 9 February 2011 - - -Issue of shares 50 - 50Total comprehensive income net of tax - 203 203

At 31 December 2011 50 203 253

Total comprehensive income net of tax - 59 59

At 31 December 2012 50 262 312


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STATEMENT OF CASH FLOWS For the year ended 31 December 2012

2012


2011

Notes £000 £000

Cash flows from operating activities

Profit before tax 59 203

Adjustments to reconcile profit before tax to net cash flows from operating activities:

- finance income 3 (11,377) (8,555)

- debt instrument interest expense 5 11,161 8,623

Cash flows from operating activities before changes in operating assets and liabilities

(157) 271

Changes in operating assets and liabilities 13 4,351 7,169

Net cash flows from operating activities 4,194 7,440

Cash flows from investing activities

Loans to Group undertakings - (123,547)

Finance income 11,377 8,555

11,377 (114,992)

Cash flows from financing activities

Proceeds from issue of shares 16 - 50

Net proceeds from issue of the Notes - 115,825

Interest paid on Notes in issue (10,875) (8,623)

Net cash flows from financing activities (10,875) 107,252

Net increase in cash and cash equivalents 4,696 -

Cash and cash equivalents at beginning of year - -

Cash and cash equivalents at end of year 11 4,696 -


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Notes to the Financial Statements 1. Authorisation of financial statements and statement of compliance with IFRS

The Company financial statements for the year ended 31 December 2012 were authorised for issue by the Board of Directors on 1 May 2013 and the Statement of Financial Position was signed on the Board’s behalf by a Director, Richard McNamara. Henderson UK Finance plc is a company incorporated in England and Wales and tax resident in the United Kingdom.

The financial statements have been prepared in accordance with IFRS as adopted by the European Union and the provisions of the Companies Act 2006.

The principal accounting policies adopted by the Company are set out in note 2.

2. Accounting policies 2.1 Significant accounting policies Basis of preparation The financial statements have been prepared on a going concern basis and on the historical cost basis.

The financial statements are presented in Pounds sterling (“GBP”) and all values are rounded to the nearest thousand pounds, except when otherwise indicated.

Income recognition Finance income Interest income is recognised as it accrues using the effective interest rate method. Other income Other income is recognised in the accounting year in which the services are rendered. Finance expenses Interest payable is charged on an accruals basis using the effective interest rate method. Income taxes Current tax is provided on the Company’s taxable profits at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. If the deferred tax arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither the accounting nor taxable profit or loss, it is not accounted for. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Financial instruments Financial assets and liabilities are recognised in the Statement of Financial Position, when the Company becomes party to the contractual provisions of an instrument, at fair value adjusted for transaction costs, except for financial assets classified at fair value through profit or loss, where transaction costs are immediately recognised in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or where they have been transferred and the Company has also transferred substantially all risks and rewards of ownership. Financial liabilities cease to be recognised when the obligation under the liability has been discharged, cancelled or has expired. Financial assets Purchases and sales of financial assets are recognised at the trade date, being the date when the purchase or sale becomes contractually due for settlement. Delivery and settlement terms are usually determined by established practices in the market concerned.


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Notes to the Financial Statements (continued) 2. Accounting policies (continued) 2.1 Significant accounting policies (continued) Financial assets (continued) Cash amounts represent cash in hand and on-demand deposits. Cash equivalents are short-term highly liquid government securities or investments in money market instruments with a maturity date of three months or less. Financial liabilities Financial liabilities are stated at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Foreign currencies The functional currency of the Company is GBP. Transactions in foreign currencies are recorded at the appropriate exchange rate prevailing at the date of the transaction. Foreign currency monetary balances at the reporting date are converted at the prevailing exchange rate. Foreign currency non-monetary balances carried at fair value or cost are translated at the rates prevailing at the date when the fair value or cost is determined. Gains and losses arising on retranslation are taken to the Income Statement. Equity shares The Company’s ordinary equity shares of £1 each are classified as equity instruments. Equity shares issued by the Company are recorded at the proceeds or fair value received, with the excess of the amount received over the nominal value being recognised as share premium. Direct issue costs, net of tax, are deducted from equity through share premium. 2.2 Future changes in accounting policies During the course of the year, the IASB and the International Financial Reporting Interpretations Committee (IFRIC) issued a number of new accounting standards, amendments to existing standards and interpretations. The following new standard is not applicable to these financial statements but is expected to have an impact when it becomes effective. The Company plans to apply this standard in the reporting year in which it becomes effective. IFRS 9 Financial Instruments proposes revised measurement and classification criteria for financial assets. This standard has a mandatory effective date in 2015. The Company is still assessing the impact on the Company’s future financial statements.


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Notes to the Financial Statements (continued)

3. Income

2012


2011

£000 £000

Other operating income

Recharges to Group undertakings - 1,336

Finance income

Interest receivable from Group undertakings 11,377 8,555

Total income 11,377 9,891

4. Expenses 4.1 Operating expenses

2012


2011

£000 £000

Premium on exchange of debt instruments - 944

Recharges from Group undertakings 157 121

Total operating expenses 157 1,065

4.2 Auditors’ remuneration Auditor’s remuneration of £16,000 (2011: £15,000) in respect of the audit of the Company’s financial statements is borne by a fellow Group undertaking. 5. Finance expenses

2012


2011

£000 £000

Interest payable on debt instrument 11,161 8,623

Total finance expenses 11,161 8,623

6. Employees

The Company has no employees. Employees’ contracts of employment are with Henderson Administration Limited, a fellow subsidiary, and staff costs are disclosed in that company’s financial statements.


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Notes to the Financial Statements (continued) 7. Directors’ Remuneration

The Directors of the Company were employed and remunerated as directors and executives of the Group in respect of their services to the Group as a whole. The Directors believe that it is not practicable to apportion part of their remuneration to the services as Directors of the Company.

Mr A J Formica, Mrs S J Garrood and Mr R L Pennant-Rea are also directors of Henderson Group plc and particulars of their remuneration are set out in the Group's Annual Report and Accounts, refer to note 20. 8. Tax

Analysis of tax charge in the year

2012


2011

£000 £000

Current tax

- charge for the year - -

Total tax charge on ordinary activities - -

Factors affecting tax charge for the year The difference between the total tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

2012


2011

£000 £000

Profit on ordinary activities before tax 59 203

Tax on profit on ordinary activities at the standard UK corporation tax rate of 24.5% pro rata (2011:26.5% pro rata): 14 54

Effects of:

Group relief claimed for nil consideration and worldwide debt cap adjustments (14) (54)

Total tax charged for the year - -

Factors that may affect future tax charges On 20 March 2013, the Government announced its intention to reduce the main United Kingdom (“UK”) corporation tax rate to 20% by 1 April 2015. The reduction from 26% to 24% from 1 April 2012 with a further 1% reduction to 23% from 1 April 2013, have been substantively enacted by the reporting date and have been reflected above as appropriate. The remaining proposed rate reductions have not been substantively enacted at the reporting date and as such they have not been recognised in these financial statements. As and when the Government enacts these changes, the Company's tax charge/(credit) for the year will reflect the reduction in the UK corporation tax rate. 9. Segmental information

Operating income and net assets The Company’s operating income is finance income receivable from Group companies. The Company has no non-current assets. Its operating income and net assets are managed in the UK.


15

Notes to the Financial Statements (continued) 10. Fair value of financial instruments

Carrying value

Fair value Carrying value

Fair value

Notes

2012£000

2012£000

2011 £000

2011 £000

Financial assets

Current assets:

Cash and cash equivalents 11 4,696 4,696 - -

Amounts owed by Group undertakings 12 147,658 147,658 158,055 158,055

Total financial assets 152,354 152,354 158,055 158,055

Financial liabilities

Non-current liabilities:

Debt instrument in issue 14 149,077 158,875 148,791 157,319

Current liabilities:

Amounts owed to Group undertakings 15 - - 6,046 6,046

Accruals 15 2,965 2,965 2,965 2,965

Total financial liabilities 152,042 161,840 157,802 166,330

Current asset and liability balances included in the table above, are balances capable of settling in a short time frame, and accordingly the fair value of these assets and liabilities is considered to be materially equal to the carrying value after taking into account any likely impairment.

11. Cash and cash equivalents

2012 2011

£000 £000

Cash 4,696 -

4,696 -

Cash amounts represent cash held under agency agreement with a fellow Group undertaking. The Directors have waived the right to receive interest on the balance held under an agency agreement with a fellow Group undertaking.


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Notes to the Financial Statements (continued)

12. Trade and other receivables

2012 2011

£000 £000

Amounts owed by Group undertakings - 1,842

Loans to Group undertakings 147,658 156,213

147,658 158,055

Loans to Group undertakings comprise two loans to Henderson Global Investors (Holdings) Ltd, one for a principal amount of £115,250,000, and one for a principal amount of £32,408,000, both of which bears interest at 7.7% per annum and are repayable on demand. 13. Change in operating assets and liabilities 2012 2011

£000 £000

Decrease/(increase) in other assets 10,397 (1,842)

(Decrease)/increase in other liabilities (6,046) 9,011

Change in operating assets and liabilities 4,351 7,169

14. Debt instrument in issue

Carrying value Fair value Carrying value Fair value

2012 2012 2011 2011

£000 £000 £000 £000

Debt instrument in issue 149,077 158,875 148,791 157,319

On 18 March 2011, the Company announced the issue of the Notes, being £150,000,000 with interest set at 7.25% per annum due on 24 March 2016. The Notes are unconditionally and irrevocably guaranteed by Henderson Group plc and Henderson Global Investors (Holdings) Limited. As part of the issue of the Notes, £32.4m of loan notes issued by a fellow subsidiary, maturing on 2 May 2012, were exchanged into the Notes.

15. Trade and other payables

2012 2011

£000 £000

Amounts owed to Group undertakings - 6,046

Accruals 2,965 2,965

2,965 9,011


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Notes to the Financial Statements (continued) 16. Share capital Allotted, called up and fully paid shares:

no. £000

Ordinary shares

Shares in issue at 31 December 2012 and 2011 50,000 50 All ordinary shares in issue carry the same right to receive dividends and other distributions declared, made or paid by the Company. On 9 February 2011 the Company issued share capital of 50,000 ordinary shares of £1 each. The Directors consider shareholder’s equity to represent Company capital. The Directors manage the Company’s capital structure on an ongoing basis. Changes to the Company’s capital structure can be affected by adjusting the dividend policy, returning capital to shareholders or issuing new shares and other forms of capital. Nature and purpose of reserves The Statement of Changes in Equity on page 9 provides details of movements in equity and reserves during the year. Profit and loss reserve The profit and loss reserve comprises results recognised through the Income Statement. 17. Financial risk management

Financial risk management objectives and policies Financial assets principally comprise trade and other receivables including amounts owed by Group undertakings. Financial liabilities comprise debt instruments in issue and trade and other payables. The main risks arising from the Company’s financial instruments are interest rate risk, liquidity risk and credit risk. Each of these risks is discussed in detail below. The Company has designed a framework to manage the risks of its business and to ensure that the Directors have in place risk management practices appropriate for a listed company. The management of risk within the Group is governed by the Board of Henderson Group plc and overseen by the Henderson Group Board Risk Committee. 17.1 Interest rate risk Interest rate risk is the risk that the Company will sustain losses from adverse movements in interest rates, either through a mismatch of interest-bearing assets and liabilities, or through the effect that such movements have on the value of interest-bearing assets. The Company has no financial instruments bearing interest at a floating rate. None of the financial assets and liabilities are exposed to interest rate risk. Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument.


18

Notes to the Financial Statements (continued) 17. Financial risk management (continued) 17.2 Liquidity risk Liquidity risk is the risk that the Company may be unable to meet its payment obligations as they fall due. Company liquidity is managed by the Group finance function, to ensure that the Company always has sufficient cash and/or highly liquid assets available to meet its liabilities. This function also controls and monitors the use of the Company’s non-operating capital resources. It is the Company’s policy to ensure that it has access to funds to cover all forecast commitments for the next 12 months. Refer to note 14 for a description of guarantees provided by Group undertakings in respect of the Notes in issue. The maturity dates of the Company’s financial liabilities are as follows: At 31 December 2012

Within 1 year or

repayable on demand

Within 2-5 years Total

Carrying value in the

balance sheet

£000 £000 £000 £000

Debt instrument in issue (including interest) 10,875 177,188 188,063 149,077

Accruals 2,965 - 2,965 2,965

13,840 177,188 191,028 152,042

At 31 December 2011

Within 1 year or

repayable on demand

Within 2-5 years Total

Carrying value in the

balance sheet

£000 £000 £000 £000

Debt instrument in issue (including interest) 10,875 188,063 198,938 148,791

Amounts owed to Group undertakings 6,046 - 6,046 6,046

Accruals 2,965 - 2,965 2,965

19,886 188,063 207,949 157,802

17.3 Credit risk Credit risk is the risk of a counterparty of the Company defaulting on funds deposited with it or the non-receipt of a trade debt. All receivables are amounts due from Group undertakings. The Company has no overdue financial assets as at 31 December 2012 (2011: £nil). 18. Capital commitments

The amounts of capital expenditure contracted for but not provided for in the financial statements at 31 December 2012 amounted to £nil (2011: £nil).


19

Notes to the Financial Statements (continued) 19. Related party transactions

Details of transactions between the Company and the Group’s controlled entities, which are related parties, together with amounts due from and to these related parties at the reporting date, are disclosed below:

2012


2011

£000 £000

Transactions with related parties

Recharges to related parties - 1,336

Recharges from related parties 157 122

Interest receivable from Group undertakings 11,377 8,555

As at 31 December

2012

As at 31 December

2011

£000 £000

Amounts owed by/(to) related parties

Amounts owed by Group undertakings 147,658 158,055

Amounts owed to Group undertakings - (6,046)

20. Ultimate Parent Undertaking and Controlling Party

The Company’s immediate parent undertaking is Henderson Global Investors (Holdings) Limited, a company incorporated in the United Kingdom and the ultimate parent undertaking is Henderson Group plc, a company incorporated in Jersey. A copy of Henderson Group plc’s Annual Report and Accounts for the year ended 31 December 2012 can be obtained from its registered office at 47 Esplanade, St Helier, Jersey, JE1 0BD or its website, www.henderson.com. 21. Contingent liabilities

There were no contingent liabilities as at 31 December 2012 (2011: £nil).

22. Events after the reporting date

The Directors have not, as at 1 May 2013, being the date the financial statements were approved, received any information concerning significant conditions in existence at the reporting date, which have not been reflected in the financial statements as presented.

Download - HENDERSON UK FINANCE PLC ANNUAL REPORT AND ACCOUNTS · PDF fileHENDERSON UK FINANCE PLC ANNUAL REPORT AND ACCOUNTS 31 DECEMBER 2012 . Henderson UK Finance plc - Annual Report and Accounts

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