Publication of a Prospectus

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

12 December 2023

Henderson High Income Trust plc

Legal Entity Identifier: 213800OEXAGFSF7Y6G11

Publication of Prospectus and Circular in connection with the proposed combination of the Company with Henderson Diversified Income Trust plc

Introduction

The Board of Henderson High Income Trust plc (the "Company" or "HHI") announced on 4 October 2023 that it had agreed heads of terms with the Board of Henderson Diversified Income Trust plc ("HDIV") for a combination of the assets of the Company with the assets of HDIV by means of a scheme of reconstruction and members' voluntary winding up of HDIV under section 110 of the Insolvency Act (the "Scheme") and the associated transfer of part of the cash, assets and undertaking of HDIV to the Company in exchange for the issue of new ordinary shares with a nominal value of 5 pence each in the capital of the Company (the "New Shares") to HDIV Shareholders who elect, or are deemed to have elected, for the Rollover Option (the "Issue") (all together, the "Proposals").

The Board announces that the Company has today published a prospectus (the "Prospectus") in relation to the Issue, together with a circular to provide Shareholders with further details of the Proposals and to convene a general meeting of the Company (the "General Meeting") to seek approval from Shareholders for the implementation of the Proposals (the "Circular").

Following implementation of the Proposals, it is intended that the Company's Portfolio will continue to be managed on the same basis as it is currently. In particular, the Company's investment objective and investment policy will not change following the implementation of the Proposals, and the Portfolio will continue to be managed by Janus Henderson Investors UK Limited (the "Investment Manager" or "Janus Henderson"). David Smith will continue as the Company's lead portfolio manager, supported by the Janus Henderson Global Equity Income Team, and the Janus Henderson Fixed Income Team in respect of the Company's fixed income investments.

The Scheme

Subject to the passing of the Resolution, and to the satisfaction of the other conditions of the Scheme, HDIV will be placed into members' voluntary liquidation and the Scheme will take effect on the Effective Date (expected to be 16 January 2024). Upon the Scheme becoming effective, the cash, undertaking and other assets of HDIV comprising the Rollover Pool will be transferred to the Company pursuant to the Transfer Agreement in consideration for the issue of New Shares to those HDIV Shareholders who have elected, or are deemed to have elected, for the Rollover Option. The relevant number of New Shares will be allotted to the Liquidators who will renounce the New Shares in favour of such HDIV Shareholders.

The issue of New Shares in connection with the Scheme will be effected on a formula asset value ("FAV") for FAV basis as at the Calculation Date (expected to be 10 January 2024). For the purposes of the Scheme, the NAV of each of the Company and HDIV will be adjusted to take account of, amongst other things: (i) debt (if any) calculated at fair value; (ii) dividends, or any other distributions, that are declared prior to the Effective Date but not paid to the respective company's shareholders (nor accounted accrued to the respective NAV) as at the Calculation Date; and (iii) if applicable, the benefit of the JHFM Contribution described below, in order to determine their respective FAVs. In addition, the HDIV FAV per Share will be adjusted to reflect the benefit of the Cash Option Discount and the HHI FAV per Share will be adjusted to reflect the addition of a premium of 1.0 per cent.

The New Shares will be issued on a non pre-emptive basis and will rank equally in all respects with the existing issued Shares other than in respect of dividends declared with a record date prior to the Effective Date.

The Cash Option

As part of the Proposals, HDIV Shareholders may elect to receive cash instead of New Shares in respect of some or all of their holdings in HDIV. There will be no limit on the amount of HDIV Shares that may be elected for the Cash Option and HDIV Shareholders are entitled to elect for the Cash Option in respect of their entire holding of HDIV Shares. HDIV Shareholders who opt for the Cash Option will receive an amount in cash equal to the NAV per HDIV Share less a discount of 1.0 per cent. (the "Cash Option Discount") (the "Cash NAV per HDIV Share") multiplied by the number of HDIV Shares in respect of which such HDIV Shareholder has elected for the Cash Option. The benefit of the Cash Option Discount will accrue to those HDIV Shareholders who elect, or are deemed to have elected, for the Rollover Option.

Conditions of the Proposals

Implementation of the Proposals is subject to a number of conditions, including:

§ the passing of the Resolution to be proposed at the General Meeting, or any adjournment thereof, and upon any conditions of such Resolution being fulfilled;

§ the HDIV Resolutions being passed and becoming unconditional in all respects;

§ the approval of the Financial Conduct Authority and the London Stock Exchange of the Admission of the New Shares to listing on the Official List and to trading on the Main Market, respectively; and

§ the Directors and the HDIV Directors resolving to proceed with the Scheme.

If any condition is not satisfied, the Proposals will not become effective and no New Shares will be issued.

Benefits of the Proposals

The Board believes that the Proposals will offer a number of benefits to Shareholders of the Enlarged Company, including:

§ Enhanced liquidity: The scale of the Enlarged Company is expected to improve the marketability and liquidity of the Company's Shares.

§ Lower ongoing charges ratio: Shareholders in the Enlarged Company are expected to benefit from a lower ongoing charges ratio, with the Enlarged Company's fixed costs spread over a larger asset base.

§ Significant cost contribution from JHFM: JHFM will offer a contribution to the costs of the Proposals which, combined with the premium on the issue price of the New Shares, will ensure that there will be no dilution to the Company's NAV per Share.

Transfer Agreement

If the resolution to be proposed at the Second HDIV General Meeting is passed, the Company will enter into the Transfer Agreement on the Effective Date, pursuant to which the Rollover Pool will be transferred to the Company in consideration for the issue by the Company of New Shares to the Liquidators, as nominees for the HDIV Shareholders who elect, or are deemed to have elected for, the Rollover Option, who will renounce the New Shares in favour of such HDIV Shareholders. The parties to the Transfer Agreement have entered into irrevocable undertakings to enter into the Transfer Agreement on the Effective Date in the event that all of the conditions to the Scheme are satisfied in full.

Costs and expenses of the Proposals

New Shares are being issued to HDIV Shareholders who elect, or are deemed to have elected, for the Rollover Option in consideration for the transfer of the Rollover Pool to the Company in connection with the recommended proposals to combine the Company and HDIV pursuant to the Scheme.

Subject as noted below, if the Scheme is implemented, the Company and HDIV have each agreed to bear their own costs associated with the Proposals. Assuming 50 per cent. of the total HDIV Shares are elected, or are deemed to be elected, for the Cash Option, the fixed costs of the Proposals payable by the Company are expected to be approximately £461,300, inclusive of VAT which is assumed to be irrecoverable, where applicable. Such costs are expected to be offset by the JHFM Contribution (as detailed below). In addition, the Enlarged Company will incur listing fees in respect of the listing of the New Shares issued under the Scheme and any transaction costs, stamp duty or similar transaction taxes incurred by the Company for the acquisition of the Rollover Pool.

The Liquidators' Retention is estimated at £50,000 and will be retained by the Liquidators to meet any unknown or unascertained liabilities of HDIV. To the extent some or all of the Liquidators' Retention remains when the Liquidators decide to close the liquidation, this will be returned to HDIV Shareholders on the HDIV Register as at the Record Date, provided that if any such amount payable to any HDIV Shareholder is less than £5.00, it shall not be paid to the HDIV Shareholder but instead shall be paid by the Liquidators to the Nominated Charity.

Any costs of the realignment and/or realisation of the HDIV Portfolio prior to the Scheme becoming effective will be borne by HDIV. Any stamp duty, SDRT or other transaction tax, or investment costs incurred by the Company for the acquisition of the Rollover Pool or the deployment of the cash therein upon receipt will be borne by the Enlarged Company.

The Janus Henderson Fund Management UK Limited (the "AIFM") has agreed to make the  JHFM Contribution. The JHFM Contribution will be calculated as 1.25 per cent. of the Rollover Pool (excluding the benefit of any amount of JHFM Contribution), up to a maximum contribution of £1,100,000 and subject to a minimum contribution of £360,000. The JHFM Contribution will be allocated first to pay the Company's fixed costs, up to a cap of £550,000, with any balance of the JHFM Contribution allocated to pay HDIV's costs. In the event the Scheme does not proceed, the JHFM Contribution will cover the Company's fixed costs up to a cap of £360,000. To the extent the JHFM Contribution is to benefit the Company, it may be made by means of an offset of an equivalent amount in the management fee that would otherwise be payable to the AIFM by the Company under the Management Agreement. For the avoidance of doubt, the JHFM Contribution will be reflected in the calculation of the HHI FAV per Share and the HDIV FAV per Share.

Admission and Dealings

Applications will be made by the Company to the FCA and to the London Stock Exchange for the New Shares to be admitted to listing on the premium segment of the Official List and to trading on the Main Market, respectively. If the Proposals become effective, it is expected that the New Shares will be admitted to the Official List, and dealings on the Main Market will commence, on 17 January 2024.

General Meeting

The Proposals are conditional, amongst other things, upon Shareholders' approval of the Resolution to be proposed at the General Meeting. The General Meeting will be held at 12 noon on 8 January 2024 at 201 Bishopsgate, London EC2M 3AE. The Resolution will be proposed as an ordinary resolution and in order to be passed will, accordingly, require more than 50 per cent. of the votes cast in person or by proxy to be voted in favour of it.

The Resolution will, if passed, authorise the Directors to allot up to 125 million New Shares to HDIV Shareholders who have elected, or are deemed to have elected, for the Rollover Option pursuant to the Scheme, such number being considered sufficient to satisfy the maximum number of New Shares that could be required to be issued in connection with the Scheme. Notice of the General Meeting is set out at the end of the Circular and contains the full text of the Resolution.

Expected Timetable

All references to time are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

Dickson Minto Advisers is acting as sponsor to the Company in connection with the Proposals.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular.

The Prospectus and Circular have been submitted to the Financial Conduct Authority and will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/a/nsm/nationalstoragemechanism and on the Company's website at https://www.janushenderson.com/combination-with-henderson-diversified-income-trust-plc/.

IMPORTANT NOTICES

General

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in the Company in any jurisdiction, including in or into Australia, Canada, Japan, the Republic of South Africa, the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) or any member state of the EEA.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement does not contain all the information set out in the Circular. Shareholders should read the Circular in full before deciding what action to take in respect of the Proposals.

Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. HDIV Shareholders are recommended to read the Prospectus before making a decision in order to fully understand the potential risks associated with a decision to invest in the Company's securities.

Sponsor

Dickson Minto Advisers, which is authorised and regulated by the FCA in the United Kingdom, is acting as sponsor and financial adviser to the Company and for no one else in connection with the matters set out in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in connection with the matters set out in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Dickson Minto Advisers by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Dickson Minto Advisers nor any persons associated or affiliated with it accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it or them, or on its or their behalf, the Company or the Directors in connection with the Company or the Proposals, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Dickson Minto Advisers and its respective associates and affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) that it or they might otherwise have in respect of this announcement or any such statement.