Rule 8 -Galen Holdings

RNS Number:7679N
Henderson Global Investors Ltd
21 July 2003

FORM 8.1/8.3

Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
separate form for each class of securities in which dealings have been made.

Date of Disclosure
21/07/03

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS

Date of dealing
 18/07/03

Dealing in (name of company)
 Galen Holdings

1. Class of securities (eg ordinary shares)
 Ordinary Shares

2.
Amount bought                      Amount sold                   Price per unit
39,000                                                           7.07




3. Resultant total of the same class owned or controlled (and percentage of
class)
2,890,405                                             1.54%

4. Party making disclosure
 Henderson Global Investors Limited

5. EITHER (a) Name of purchaser / vendor (Note 1)


OR (b) if dealing for discretionary client(s), name of fund management
organisation
 Henderson Global Investors Limited

6. Reason for disclosure (Note 2)

(a) associate of

(i) offeror (Note 3)                                    NO

(ii) offeree company                                    Yes

Specify which category or categories of associate (1-8 overleaf) Category 6

If category (8), explain

(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of the
class of relevant securities dealt in)     YES

Signed, for and on behalf of the party named in (4) above


(Also print name of signatory)
Katie Holt

Telephone and Extension number
020 7818 5461



                                                Date of Disclosure: 21 July 2003

Form 8 Enclosure

Henderson Global Investors is the Investment Manager holding 2,890,405 PLC
ordinary shares. In addition there is exposure to 80,000 shares via Contract for
Differences ("CFD") positions for our hedge funds.

A LONG CFD is a product where the client to whom the product is sold is taking a
long economic interest in the underlying share price such that the client can
realise gain if the price of the underlying securities rises above the reference
price.

A purchaser of a CFD contract will realise a gain if the price of the underlying
security goes up. A seller of a CFD contract will realise a gain if the price of
the underlying security goes down.

The CFD contracts are for 10 years maturity.
Product Name              Date Executed    Buy/Sell       Underlying no. of shares    Reference price
Galen Holdings Plc        17/07/03         Buy            80,000                      6.92
                                           Total          80,000

Note 1. Specify owner, not nominee or vehicle company. If relevant, also
identify controller of owner, eg where an owner normally acts on instructions of
a controller

Note 2.Disclosure might be made for more than one reason; if so, state all
reasons.

Note 3.Specify which offeror if there is more than one.

Note 4.When an arrangement exists with any offeror, with the offeree company or
with an associate of any offeror or of the offeree company in relation to
relevant securities, details of such arrangement must be disclosed, as required
by Note 6 on Rule 8.

Note 5.It may be necessary, particularly when disclosing derivative
transactions, to append a sheet to this disclosure form so that all relevant
information can be given.

Note 6.In the case of an average price bargain, each underlying trade should be
disclosed.

For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. Email: [e-mail]

 DEFINITION OF ASSOCIATE

It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree company in an
offer and who have (in addition to their normal interests as shareholders) an
interest or potential interest, whether commercial, financial or personal, in
the outcome of the offer.

Without prejudice to the generality of the foregoing, the term associate will
normally include the following:-

(1)     an offeror's or the offeree company's parent, subsidiaries and fellow
subsidiaries, and their associated companies, and companies of which such
companies are associated companies (for this purpose ownership or control of 20%
or more of the equity share capital of a company is regarded as the test of
associated company status);

(2)     banks and financial and other professional advisers (including
stockbrokers)* to an offeror, the offeree company or any company covered in (1),
including persons controlling#, controlled by or under the same control as such
banks, financial and other professional advisers;

(3)     the directors (together with their close relatives and related trusts)
of an offeror, the offeree company or any company covered in (1);

(4)     the pension funds of an offeror, the offeree company or any company
covered in (1);

(5)     any investment company, unit trust or other person whose investments an
associate manages on a discretionary basis, in respect of the relevant
investment accounts;

(6)     a person who owns or controls 5% or more of any class of relevant
securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued by
an offeror or an offeree company, including a person who as a result of any
transaction owns or controls 5% or more. When two or more persons act pursuant
to an agreement or understanding (formal or informal) to acquire or control such
securities, they will be deemed to be a single person for the purpose of this
paragraph. Such securities managed on a discretionary basis by an investment
management group will, unless otherwise agreed by the Panel, also be deemed to
be those of a single person (see Note 8 on Rule 8); and

(7)     a company having a material trading arrangement with an offeror or the
offeree company.

Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).

 8. Other.

Notes* References to a "bank" do not apply to a bank whose sole relationship
with a party to an offer is the provision of normal commercial banking services
or such activities in connection with the offer as confirming that cash is
available, handling acceptances and other registration work.References to
"financial and other professional advisers (including stockbrokers)", in
relation to a party to an offer, do not include an organisation which has stood
down, because of a conflict of interest or otherwise, from acting for that party
in connection with the offer. If the organisation is to have a continuing
involvement with that party during the offer, the Panel must be consulted.
Unless the Panel is satisfied that the involvement is entirely unconnected with
the offer, the above exclusion will not normally apply. # The normal test for
whether a person is controlled by, controls or is under the same control as
another person will be by reference to the definition of control contained in
the Code. There may be other circumstances which the Panel will regard as giving
rise to such a relationship (eg where a majority of the equity share capital is
owned by another person who does not have a majority of the voting rights); in
cases of doubt, the Panel should be consulted.






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