Placing & Offer

Henderson High Income Trust PLC
26 August 2005


Henderson High Income Trust plc (the "Company")

26 August 2005

Placing and Offer for Subscription

Introduction

The Board has today published a Prospectus detailing proposals to raise up to
£30 million by means of a placing and offer for subscription of New Ordinary
Shares and despatched a Circular to Shareholders which seeks approval for the
Issue and seeks ZDP Shareholder approval for the winding up of the Company's
subsidiary, Henderson High Income Trust Securities plc, in order that the Zero
Dividend Preference Shares may be repaid. In addition, the Company is seeking to
amend its existing authorities, which were granted at its last Annual General
Meeting, to allot Ordinary Shares representing 10 per cent of its issued
ordinary share capital and to make market purchases of up to 14.99 per cent of
its own Ordinary Shares. It is proposed that these authorities be extended on a
pro rata basis in relation to the maximum number of New Ordinary Shares that may
be issued pursuant to the Issue.

Terms used in this announcement shall have the same meaning as set out in the
Circular.

New capital structure

Since the Company's reconstruction in 2000, the capital structure of the Group
comprises Ordinary Shares, Zero Dividend Preference Shares issued by the
Subsidiary and bank borrowings. It has also been possible for Shareholders to
hold Units in the Company, which comprise one Ordinary Share and one ZDP.

The Zero Dividend Preference Shares fall due for repayment at the end of
September 2005 when their final capital entitlement will be 74.87p per ZDP.
Accordingly, earlier this year the Board considered how the Company should
continue to meet the objectives of providing a high income stream and prospects
of capital growth following the repayment of the ZDPs.

The Board concluded that in current market conditions shareholders' interests
are best served by reverting to a structure with a single, ordinary share class.
The Board announced on 9 March 2005 with the Preliminary Results for the year
ended 31 December 2004 that from October 2005, the Company's gearing would be
provided solely by bank borrowings. At the Company's Annual General Meeting in
April 2005, shareholders voted that the Company should continue as an investment
trust.  The Board believes that the Company, with a strong performance record
and a simplified structure delivering a high yield (albeit with a lower initial
dividend payment level), will remain an attractive investment for those seeking
to combine a high yield along with the prospects of capital and income growth
over time.

Dividends

In March 2005 the Board projected a minimum dividend of 7.75p in respect of the
year ending 31 December 2006 (although this should not be treated as a profit
forecast for that period).

Based on an Ordinary Share price of 135.5p per Ordinary Share as at 23 August
2005 this level of dividend produces a yield of 5.7% per Ordinary Share. As
announced in the interim results for the period ended 30 June 2005, the Board
declared a second interim dividend of 2.475p per Ordinary Share in respect of
the year ended 31 December 2005 payable on 31 October 2005 to holders of
Ordinary Shares on the register at the close of business on 23 September 2005.
Holders of New Ordinary Shares allotted under the Issue will not be entitled to
this second interim dividend. The Board expects that the new dividend rate of
7.75p per Ordinary Share will take effect thereafter so that the third and
fourth interim dividends for the year ended 31 December 2005, which are expected
to be paid in January 2006 and April 2006 respectively, are each projected to be
1.9375p per Ordinary Share. This should not be treated as a profit forecast.

Gearing

ING Bank N.V. has confirmed it will increase its revolving credit commitment
under the existing bank facility. This commitment is subject to certain
conditions being met including, inter alia, the increase in the commitment be
limited to a maximum of 50% of the proceeds of the Issue (net of all issue
costs) such that the total facility will not exceed £50,000,000; no default
having occurred on the existing facility; and that there are no circumstances
that might reasonable be expected to cause a material adverse effect on the
ability of the Company to perform its obligations. The Board therefore
anticipates the gearing level of the Company can be maintained at an appropriate
level on an ongoing basis irrespective of the number of New Ordinary Shares
allotted under the Issue. Whilst the use of borrowings should enhance the total
return on the Shares where the return on the Company's underlying assets is
rising and exceeds the cost of borrowing, it will have the opposite effect where
the underlying return if falling, further reducing the total return on the
Shares.

Performance

In the five years since the Company's reconstruction on 16 August 2000, the
Company has returned 48.825p per Ordinary Share in dividends. The following
table sets out the NAV total return attributable to Units over the period
stated:

NAV total return                                        1 year                 5 year              10 year

Henderson High Income Unit                             +28.53%                +54.47%             +173.95%
FT All-Share                                           +27.72%                 -0.94%             +112.84%
Relative performance                                    +0.81%                +55.41%              +61.11%


Source: Datastream: Returns are stated for the relevant periods to 16 August
2005.

Issue of New Ordinary Shares

The Board has been advised, in the light of the Company's strong performance
record, that Ordinary Shareholders, those in receipt of repayment proceeds from
the ZDPs and new investors may wish to acquire further Ordinary Shares in the
Company. The Board is therefore undertaking a placing and offer for subscription
to enable those shareholders and new investors to invest in the Company should
they so wish. The maximum number of New Ordinary Shares available under the
Issue is 30 million (or if less that number of New Ordinary Shares which when
multiplied by the Issue Price results in gross proceeds not exceeding £30
million). In the event that applications for New Ordinary Shares exceed the
number of New Ordinary Shares available under the Issue, applications will be
scaled back pro rata.

The New Ordinary Shares will be issued at a price equal to 101.5% of the Net
Asset Value (adjusted to include accrued current period revenue, exclude
expenses of the Issue and exclude the contribution by the Manager as described
under "Financial implications of the Issue") of an existing Ordinary Share on
the Calculation Date. The New Ordinary Shares rank pari passu with the existing
Ordinary Shares, save that holders of New Ordinary Shares will not be entitled
to the second interim dividend in respect of the year ended 31 December 2005
expected to be paid on 31 October 2005.

Financial implications of the Issue

The following example is provided for the purpose of illustrating the basis on
which the number of New Ordinary Shares will be calculated at the Calculation
Date. The fixed expenses of the Issue are expected to amount to approximately
£0.5 million (including VAT), representing 0.88p per existing Ordinary Share,
and will be borne by the Company. In addition the Company will pay a commission
of 1% of the value of monies raised (excluding monies reinvested by way of the
ZDP Reinvestment Form) to JPMorgan Cazenove. The Manager has agreed to
contribute a sum equal to 0.5 per cent. of the amounts raised under the Issue
(including sums raised upon reinvestment by ZDP shareholders) towards the costs
of the Issue borne by the Company.  By way of illustration only, had the Issue
become effective on 23 August 2005, based on the Company's estimated Net Asset
Value per Ordinary Share of 137.7p as at that date, the calculation would have
been as below:

                                                                          Example

Issue price of a New Ordinary Share                                       139.77p

Number of New Ordinary Shares issued per £1,000                           715

Total number of New Ordinary Shares issued                                21,464,525

Annual dividend per New Ordinary Share                                    7.75p

Attributable yield per New Ordinary Share (at the Issue Price)            5.55%


On this basis, on the assumption that gross proceeds of £30 million of New
Ordinary Shares are fully subscribed under the Issue, and on the assumption that
all the monies raised are by way of reinvestment of the ZDP proceeds (utilising
the ZDP Reinvestment Form), the net asset value per existing Ordinary Share will
increase by 0.17 pence.

On the assumption that 21,464,525 New Ordinary Shares are fully subscribed under
the Issue, the New Ordinary Shares will constitute 27.7% of the issued ordinary
share capital of the Company.

The winding up of the Subsidiary

In order that the ZDPs may be repaid, the Company's subsidiary, Henderson High
Income Trust Securities plc, must be wound up. The Board has therefore convened
the Meeting of the Subsidiary for this purpose, in accordance with its articles
of association. If ZDP Shareholders approve the winding up of the Subsidiary,
which will constitute a members voluntary liquidation, the Liquidators will
effect the repayment of the ZDPs. Barring unforeseen circumstances, the ZDPs are
expected to be repaid their final capital entitlement of 74.87p per ZDP in full,
as currently that entitlement is covered nearly three times by the Company's
assets.

Extraordinary General Meeting of the Company

The notice of the Meeting of the Company set out at the end of the Circular
contains resolutions which are necessary in order to implement the Issue. If
passed, the Resolutions will confer authority on the Directors to allot New
Ordinary Shares and empower them to allot equity securities for cash free of
statutory pre-emption rights for the purposes of the Issue. In addition, the
Company is also proposing that its existing authority to allot Ordinary Shares
representing 10 per cent of its issued ordinary share capital, to disapply
statutory pre-emption rights in respect of Ordinary Shares representing 10 per
cent of its issued ordinary share capital and to make market purchases of up to
14.99 per cent of its own Ordinary Shares as conferred at the Annual General
Meeting of the Company earlier this year be extended on a pro rata basis in
relation to the maximum number of New Ordinary Shares that may be issued
pursuant to the Issue. If fewer than 30 million New Ordinary Shares are issued
pursuant to the Issue, the Directors will only exercise the authorities on a
proportionate basis.

Extraordinary General Meeting of the Subsidiary

The notice of the Meeting of the Subsidiary set out at the end of the circular
contains resolutions to wind up the Subsidiary and appoint the Liquidators and
to confer appropriate powers on them.  The quorum requirements for the Meeting
of the Subsidiary will be two persons entitled to vote upon the business to be
transacted, each being a member or a proxy for a member or a duly authorised
representative of a corporation which is a member.

ZDP Shareholders or holders of ordinary shares in the Subsidiary who (being
individuals) are present in person or by proxy or (being corporations) are
present by proxy or representative duly authorised under the Companies Act (not
being himself a member entitled to vote) and entitled to vote, and who vote in
favour of the resolution to wind up the Subsidiary and appoint the Liquidators
(the ''Winding-up Resolution''), shall collectively have such number of votes on
a poll as is one more than the number of votes which are required to be cast on
such poll for the Winding-up Resolution to be carried. Voting on the Winding-Up
Resolution will be on a poll.  ZDP Shareholders should note that each Director
who holds ZDPs has irrevocably undertaken to vote in favour of the winding-up
resolution and, as a result of such irrevocable undertakings, the Winding-up
Resolution will be passed at this Meeting.

Issue of New Ordinary Shares

ZDP Shareholders, including those who hold their ZDPs through Units, who wish to
give an instruction for the reinvestment of all or any of their ZDP repayment
proceeds into New Ordinary Shares to be issued pursuant to the Issue should
complete and return the ZDP Reinvestment Form.

ZDP Shareholders who wish to subscribe for additional New Ordinary Shares in
addition to those that can be subscribed by way of reinvestment of their ZDP
repayment proceeds, should complete and return an Application Form. Ordinary
Shareholders wishing to increase their investment in the Company can do so by
completing and returning the Application Form.

Units, which comprise one Ordinary Share and one ZDP, will cease to trade at
7.30 a.m. on 30 September 2005 although Unitholders will continue to hold, and
be able to trade, the Ordinary Share component of the Unit. Holders of Units
will be able, should they so wish, to reinvest the proceeds of the ZDP component
of the Unit into New Ordinary Shares.

Expected timetable
                                                                                                       2005
Latest time and date of receipt of ZDP Reinvestment Forms                         5.00 p.m. on 15 September
of Direction from Savings Plan participants
Latest time and date for receipt of Letter of Direction                           5.00 p.m. on 19 September
for the Extraordinary General Meeting of the Company from
Savings Plan participants
Latest time for receipt of Application Forms (including                           3.00 p.m. on 21 September
ZDP Reinvestment Forms)
Record date for the Offer                                                 Close of business on 21 September
Latest time and date for receipt of Forms of Proxy for the                       10.00 a.m. on 21 September
Extraordinary General Meeting of the Company
Extraordinary General Meeting of the Company                                     10.00 a.m. on 23 September
Latest time and date for receipt of Letter of Direction                           5.00 p.m. on 26 September
for the Extraordinary General Meeting of the Subsidiary
from Savings Plan participants
Calculation Date                                                          Close of business on 26 September
Latest time and date for receipt of Forms of Proxy for the                       11.00 a.m. on 28 September
Extraordinary General Meeting of the Subsidiary
Proposed date of issue of the New Ordinary Shares                                              29 September
Dealings commence in the New Ordinary Shares                                      8.00 a.m. on 29 September
CREST Accounts credited                                                                        29 September
Company's register of members in respect of holdings of                   Close of business on 29 September
ZDPs and Units closed
Dealings in the Units and ZDPs suspended                                          7.30 a.m. on 30 September
Extraordinary General Meeting of the Subsidiary                                  11.00 a.m. on 30 September
Share certificates in respect of New Ordinary Shares                              Week commencing 3 October
despatched
Final capital entitlement of ZDPs repaid                                                          3 October



Enquiries

William Eason                                         020 7567 0285
Chairman, Henderson High Income Trust plc

Angus Gordon Lennox                                   020 7588 2828
JPMorgan Cazenove Limited

James de Sausmarez                                    020 7818 3349
Henderson Global Investors Limited


The New Ordinary Shares will not be registered under the United States
Securities Act 1933 or the relevant securities laws of any state of the United
States, or under any of the relevant securities laws of Canada, Japan, the
Republic of South Africa, or Australia, and, accordingly, the Issue is not being
made and the New Ordinary Shares may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Japan, the Republic of South Africa, or Australia.


                      This information is provided by RNS
            The company news service from the London Stock Exchange