Henderson
High Income
Trust plc
Annual Report 2025
JHI9212/2025Henderson High Income Trust plc – Annual Report 2025
Henderson High Income Trust plc
Registered as an investment company in England and Wales
Registration number 02422514
Registered office: 201 Bishopsgate, London EC2M 3AE
SEDOL number: 0958057
ISIN number: GB0009580571
London Stock Exchange (TIDM) Code: HHI
Global Intermediary Identification Number (GIIN): JBA08I.99999.SL.826
Legal Entity Identifier Number (LEI): 213800OEXAGFSF7Y6G11
www.hendersonhighincome.com
JHI9212/2025Designed and typeset by 2112 Communications, London. Printed by Paragon Leycol.
Seeking superior
income generation
and long-term
capital growth
This report is printed on Revive 100 Silk manufactured from FSC
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The pulp used in this product is bleached usingan Elemental Chlorine Free process.
This product is made of material from well-managed FSC
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Henderson High Income Trust plc Annual Report 2025
Strategic Report
The Henderson High
Income Story 2
Performance Highlights 5
Chairman’s Statement 8
Fund Manager’s Report 11
Portfolio and
Financial Information 16
Business Model 22
Managing Risks 26
Viability Statement 28
Key Performance
Indicators 29
Governance
Board of Directors 34
Corporate Governance
Report 36
Audit and Risk
Committee Report 40
Management Engagement
Committee Report 43
Nominations and
Remuneration
Committee Report 44
Directors’ Remuneration
Report 45
Directors’ Report 48
Statement of Directors’
Responsibilities 49
Financial
Statements
Independent Auditor’s
Report 51
Income Statement 57
Statement of Changes
inEquity 58
Statement of Financial
Position 59
Statement of Cash
Flows 60
Notes to the Financial
Statements 61
Additional
Shareholder
Information
Glossary 78
Alternative Performance
Measures (Unaudited) 79
General Shareholder
Information 81
Corporate Information 82
Notice of Annual
General Meeting
Notice of Annual
General Meeting 84
Objective
The Company invests in a prudently
diversified selection of both well-
known and smaller companies to
provide investors with a high dividend
income stream while also maintaining
the prospect of capital growth.
5. Voting by corporate representatives
Corporate representatives are entitled to attend and vote on
behalf of the corporate member in accordance with Section
323 of the Act provided they do not do so in relation to the
same shares. Please bring the letter of corporate
representation with you to the meeting.
6. Receipt and termination of proxies
To be valid the Form of Proxy must be received by the
Company’s Registrar (Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZY) before
12noon on Friday, 8 May 2026. A member may terminate a
proxy’s authority at any time before the commencement of the
Meeting. Termination must be provided in writing and
submitted to the Company’s Registrar.
As an alternative to completing and returning the printed Form
of Proxy, you may submit your proxy electronically by accessing
www.investorcentre.co.uk/eproxy. For security purposes,
you will be asked to enter the control number, your shareholder
reference number (‘SRN’) and personal identification number
(‘PIN’) to validate the submission of your proxy online. The
control number and members’ individual SRN and PIN
numbers are shown on the Form of Proxy. To be valid proxies
must be received no later than 12 noon on Friday, 8 May 2026
(or, in the case of an adjournment, no later than 48 hours
beforethe time fixed for the holding of the adjourned meeting).
In accordance with the Company’s Articles of Association,
indetermining the deadline for receipt of proxies, no account
shall be taken of any part of a day that is not a working day.
7. Communication with the Company
Members may not use any electronic address provided either
in the notice or any related documents (including the Form of
Proxy) to communicate with the Company for any purpose
other than those expressly stated.
8. Electronic receipt of proxies
To appoint one or more proxies or to give an instruction to a
proxy (whether previously appointed or otherwise) via the
CREST system, CREST messages must be received by the
Company’s agent (ID number 3RA50) no later than the
deadline specified in note 6. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp generated by the CREST system) from which the
issuer’s agent is able to retrieve the message. The Company
may treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Instructions on how to vote through CREST can be found on
the website www.euroclear.com/CREST.
9. Questions at the Annual General Meeting
Shareholders can submit questions to the Board in advance
of the meeting by email to itsecretariat@janushenderson.com
by no later than Monday, 11 May 2026. Section 319A of the
Act requires the Directors to answer any question raised at
the AGM which relates to the business of the Meeting,
although no answer need be given:
(a) if to do so would interfere unduly with the proceedings of
the Meeting or involve disclosure of confidential
information;
(b) if the answer has already been given on the Company’s
website; or
(c) if it is undesirable in the best interests of the Company or
the good order of the Meeting that the question be
answered.
The attendance at the meeting of members and their proxies
and representatives is understood by the Company to
confirmtheir agreement to receive communications made at
the meeting.
10. Website
Members satisfying the thresholds in Section 527 of the Act
can require the Company to publish a statement on its
website setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
Auditors’ Report and the conduct of the audit) that are to
be laid before the Meeting; or
(b) any circumstances connected with an Auditor of the
Company ceasing to hold office since the last AGM, that
the members propose to raise at the Meeting.
The Company cannot require the members requesting the
publication to pay its expenses. Any statement placed on the
website must also be sent to the Company’s Auditors no
later than the time it makes its statement available on the
website. The business which may be dealt with at the
Meeting includes any statement that the Company has been
required to publish on its website. The Company’s Annual
Report which contains this Notice of Meeting is available
atwww.hendersonhighincome.com, together with these
explanatory notes.
11. Documents available for inspection
Copies of the Directors’ letters of appointment may be
inspected at the registered office of the Company, 201
Bishopsgate, London EC2M 3AE during normal business
hours on any day (Saturdays, Sundays and public holidays
excepted) and will be available at the Meeting from 15
minutes prior to the commencement of the Meeting until
itsconclusion. No Director has a contract of service with
theCompany.
12. Total voting rights
As at 23 March 2026 (being the last practicable date prior
tothe publication of this Notice), the total number of shares
inthe Company in issue is 172,141,700 including 2,622,692
shares held in treasury. On a poll each member has one vote
for every one share held. As treasury shares have no voting
rights, the total number of voting rights in the Company on
that date is 169,519,008.
Henderson High Income Trust plc Annual Report 2025
Notice of Annual General Meeting (continued)
89
The Henderson
High Income
Story
1
Henderson High Income Trust plc invests in a prudently diversified selection of both well-known and smaller companies to provide
investors with ahigh dividend income stream while also maintaining the prospect of capital growth. To gain a full understanding of
these companies, the stock selection process places emphasis on examining what each company does, its market position and
thedynamics of that market. Combining this with analysis of the company’s financial health provides valuable insight into the
company’s ability to not only sustain its dividend but grow it in the long term, a crucial element for generating total returns for
shareholders. The stock selection process is broken down into three key component parts: fundamentals, financials and valuation.
Fundamentals
Understanding a
company’s key
attributes
Financials
Analysing its
financial health
Valuation
Assessing whether
those qualities are
discounted in
share prices
Fundamentals
Analysing a company’s fundamentals is the starting point to
understanding its qualities and whether its business is robust
in the long term. Emphasis is placed on assessing the
company’s strength of industry position, barriers to entry,
senior management and their ability to sustain or improve a
company’s performance. Greater weight is given to long-term
views over short-term considerations andtrends in the market
or sector.
The following key attributes are typically looked for:
●
Robust and understandable business models
●
Good earnings visibility
●
High barriers to entry
●
Market leadership
●
Strong franchise
●
Good environmental, social and governance (ESG)
riskmanagement
●
Proven management teams
Financials
The second step is to gain a clear understanding of the
company’s financial health and its ability to invest for future
growth, sustain profitability and return value to shareholders.
In particular, focus is given to:
●
Sustainability of profits
●
Robust balance sheets
●
Well-invested asset base
●
Strong cash generation
●
Sensible dividend policy
Valuation
Valuation is the final part of analysing a company but
underpins the whole process. Even when companies with
strong fundamentals and financials are found, their valuations
also need to be attractive, otherwise capital appreciation may
be limited. Various valuation metrics are used, such as price
to earnings ratios, to assess whether the qualities identified in
acompany are already discounted in the current shareprice.
By applying this disciplined stock selection process, the
Company benefits from a well-diversified portfolio of good
quality companies in strong financial health that can pay and
grow their dividends, but also offer the potential for capital
growth over the long term.
What we look for in companies
Henderson High Income Trust plc Annual Report 2025
2
Source: Henderson High Income Trust plc’s Annual Reports
1 Computershare UK Dividend Monitor
Challenges for UK income investors
Despite the median UK company growing its dividend by 3.7%
in 2025, overall market dividends fell by 0.9%
1
at a headline level,
impacted by lower special dividends, reduced mining dividends
and sterling strength given some of the large FTSE 100
companies declare their dividends in US dollars. This highlights
the concentration challenge for UK income investors. The top
20dividend payers in the UK produced 71% of the FTSE 100
Index’s income in 2025. This becomes a problem ifthe
dividends of those top 20 companies are unsustainable.
TheCompany deals with this concentration issue by
constructing a well-diversified portfolio, making sure that the
revenue account is not overly reliant on any one company or
sector for income. This materially lowers income concentration
for the Company, with those same top 20 companies only
contributing around 35% of aggregate income for the Company.
Concentration of income
Henderson High Income
Contribution to income from top 20
paying companies in FTSE 100 Index
Dividend
Yield (RHS)
(%) (%)
0
10
20
30
40
50
60
70
80
FTSE 100 Index
0
1
2
3
4
5
6
7
8
Source: Janus Henderson and LSEG Datastream
Utilising Henderson High Income’s
unique structure
Henderson High
Income
Bonds
Alternative
Income
Trusts
Gearing
Overseas
Diversified
Portfolio
Revenue
Reserves
Mid-cap
exposure
While maintaining a diversified portfolio is key, the Company
can also utilise its unique structure and invest in fixed interest
securities to diversify further its income generation. Bond
interest paid by companies is usually more sustainable than
dividends during times of economic stress, hence having the
ability to allocate towards bonds provides a valuable source
ofdifferentiated income.
The Company also has a number of other ways to diversify its
income by utilising its structure:
●
It can invest 30% of gross assets in overseas markets.
●
It can invest in listed alternative income investment trusts,
such as renewables infrastructure funds.
●
It can invest a larger proportion in medium sized
companies given its size relative to much larger
competitors.
Revenue reserves
One of the main advantages of investment trusts is the
abilityto retain surplus income to create revenue reserves.
TheCompany can add to these reserves in profitable years
and pay them out in the leaner years, thereby smoothing
thelevel of dividend payments when appropriate.
TheCompany was able to utilise its reserves in 2020 and
2021to continue to pay and grow its own dividend, despite
thesignificant dividend cuts and suspensions experienced
across the UK market during the pandemic.
In 2025 the Company paid dividends totalling 10.9p, growth of
2.8% on 2024, its thirteenth consecutive year of dividend
growth. The Company fully covered the dividend from
earnings,with a small surplus carried to revenue reserves,
which increased to £11.0 million. With a diversified portfolio
and healthy level of revenue reserves, the Company is in a
good position goingforward.
Thirteen years of consecutive dividend growth
18 19 20 21 22 2524231712 13 14 15 16
(Pence per share)
2.1% CAGR
Dividend (Year)
6
7
8
9
10
11
12
Source: Janus Henderson
Diversification of income
Henderson High Income Trust plc Annual Report 2025
3
Performance
Highlights
4
Total return performance to 31December 2025
One year
(%)
0
5
10
15
20
25
Benchmark¹ NAV² Share price
3
20.6
22.6
20.4
Premium/discount to 31December 2025
4
-12
-10
-8
-6
-4
-2
0
2
4
31 Dec
2020
31 Dec
2025
31 Dec
2024
31 Dec
2021
31 Dec
2023
31 Dec
2022
(%)
Five years
0
10
20
30
40
50
60
70
80
Benchmark¹ NAV² Share price
3
70.0
73.5
55.1
(%)
Dividend yields as at 31December 2025
5
(%)
0
1
2
3
4
5
6
FTSE
All-Share
Index
ICE BofA
Sterling
Non-Gilt
Index
6
10 Year
Gilts
7
Cash
6
Henderson
High Income
4.6
5.0
5.8
3.2
3.7
Attribution
8
– explanation of movement in net asset value (total return) in 2025
25.0
20.0
15.0
10.0
5.0
0.0
(%)
Benchmark
1
Asset
Allocation
Stock
Selection –
Equities
Stock
Selection –
Fixed Income
Gearing Ongoing
Charges
Share
Buybacks
Performance
of Net Asset Value
2
20.6
1.4
-0.1
2.1
0.1
-0.7
20.4
-2.9
Strategic Report: Performance Highlights
1 The benchmark is a composite of 80% of the FTSE All-Share Index (total return) and 20% of the ICE BofA Sterling Non-Gilts Index (total return) rebalanced annually
2 Net asset value with debt at fair value per ordinary share total return (including dividends reinvested and excluding transaction costs)
3 Includes dividends reinvested
4 Premium/discount based on net asset value with debt at fair value
5 Alternative Performance Measure, see page 80
6 Cash based on SONIA (Sterling Overnight Index Average) Interest Rate Benchmark
7 Gross redemption yield
8 Geometric returns
A Glossary of Terms and Alternative Performance Measures can be found on page 78 and pages 79 to 80 respectively
Sources: Morningstar Direct, Janus Henderson. All data is either as at 31 December 2025 or for the year ended 31 December 2025
Henderson High Income Trust plc Annual Report 2025
5
NAV per share
1,4
2025 198.77p
2024 174.72p
Revenue return per share
2025 11.28p
2024 10.74p
Dividend for the year
2025 10.90p
2024 10.60p
Ongoing charge for the year
3,4
2025 0.68%
2024 0.74%
Mid-market price per share
2025 187.50p
2024 162.50p
Net assets
2025 £340.2m
2024 £303.2m
Dividend yield
2,4
2025 5.8%
2024 6.5%
Gearing
4
2025 17. 5%
2024 21.0%
1 Net asset value with debt at fair value as published by the Association of Investment Companies (AIC)
2 Based on the dividends paid or announced for the year and the share price at the year end
3 Calculated using the methodology prescribed by the AIC
4 Alternative Performance Measure, see pages 79 to 80
A Glossary of Terms and Alternative Performance Measures can be found on page 78 and pages 79 to 80 respectively
Sources: Morningstar Direct, Janus Henderson. All data is either as at 31 December 2025 or for the year-ended 31 December 2025
Strategic Report: Performance Highlights (continued)
Henderson High Income Trust plc Annual Report 2025
6
Chairman’s
Statement
7
Strategic Report: Chairman’s Statement
Performance
2025 was a positive year of investment performance for
Henderson High Income Trust. The Company’s Net Asset
Value (NAV) total return was +20.4% which was broadly in line
with the benchmark return of +20.6%. The share price total
return was a little higher at +22.6% as the discount at which
the share price traded to underlying NAV narrowed a little
during the year, ending the period at 5.7%.
The UK equity market was one of the best performing
markets globally in 2025, helped by attractive valuations and
corporate activity, although smaller and medium sized
companies struggled somewhat versus larger stocks. This
strong market backdrop helped underpin equity returns
despite a year characterised by ongoing volatility in financial
markets, a pattern established since the arrival of President
Trump in the White House. The threat of tariffs on US trading
partners and geopolitical turmoil, offset more positively by the
easing of inflation provided a volatile mix but the efforts of
global policy makers to start to reduce interest rates helped
support equity markets particularly. Strong ongoing corporate
profitability stood in sharp contrast to pressure on government
finances, especially in the UK where the corporate sector has
been in the firing line of increased taxation to help fund higher
public spending.
Overall, during 2025 the Company’s investment performance
was broadly in line with the benchmark return. Gearing and
asset allocation, with the portfolio continuing to favour equities
over bonds, were positive relative influences but this was
offset by a negative contribution from equity stock selection
inthe second half of the year.
Dividends
The Company’s investment objective remains the same, to
provide investors with a high dividend income stream while
also maintaining the prospect of capital growth. In 2025
company dividends continued to be healthy with quoted
companies delivering good levels of ongoing profitability in
spite of the uncertain economic backdrop. It was again
pleasing to see that the Company’s overall earnings during
the year were sufficient to cover the full-year dividend enabling
a small amount to be added to revenue reserves.
During 2025 the Board recommended the payment of
dividends totalling 10.9 pence per share, an increase of 2.8%
over the payment in 2024. This was the 13th consecutive year
of dividend growth from the Company. The Board focuses
carefully throughout the year on the revenue projections
provided by the Fund Manager and it remains confident that
the Company will be able to continue to generate a high level
of income for shareholders.
Gearing
The Company’s policy on gearing is provided on page 22.
Givenincreased borrowing costs over the last few years the
Board has spent time discussing with the Fund Manager the
appropriate level of gearing to reflect this increased cost burden
whilst ensuring that the Company’s capital structure continues
to facilitate sufficient income generation. In early 2025
discussions with the Fund Manager led to its recommendation
to effectively maintain the existing level of gearing which proved
to be sound advice given the positive returns experienced from
financial markets. Gearing did reduce a little over the course of
the year, starting at 21% and finishing at 17.5%. The Board, in
conjunction with the Fund Manager, will continue to keep the
overall level under review.
Overall asset allocation within the portfolio saw the Company
favour equities over bonds which has been the stance for some
time and helpful to relative returns. At the year end the
Company had approximately 89% in equities and 11% in bonds
(compared with the benchmark of 80% equities/20% bonds).
In December 2025 the Company once again renewed its loan
facility with BNP Paribas. This facility has a duration of 12
months and the terms on which the facility was renewed
remain competitive.
Management Fee Arrangements
The Board regularly reviews the fee arrangements with the
Company’s Manager to ensure that they remain competitive,
particularly in the context of fees payable by similar UK equity
income focused trusts.
In this respect the Board announces that it has agreed with
the Manager that the fees will, from 1 January 2026, be an
amount equal to 0.45% of adjusted net assets (previously
0.45% of adjusted average gross assets) at the relevant
quarter end.
Share Buybacks
The Company continued to purchase its own shares during
the year when the Board felt it appropriate to do so, driven by
the prevailing level of discount at which the Company’s shares
were trading relative to the underlying NAV. In 2025 a total of
2,622,692 shares were purchased into treasury, representing
1.52% of the issued share capital. Between 1 January 2026
and 23 March 2026, being the last practicable date prior to
the publication of this annual report, no shares were issued or
bought back.
Jeremy Rigg
Chairman
Henderson High Income Trust plc Annual Report 2025
8
Strategic Report: Chairman’s Statement (continued)
It is pleasing that the discount to NAV at which the share price
has been trading narrowed during the year and as at 31
December 2025 the discount stood at 5.7%. The Board will
continue to monitor closely the prevailing discount and will
undertake further buybacks where in its opinion it is
appropriate to do so in the best interests of shareholders.
Responsible Investing
Responsible investing relates to how environmental, social
and corporate governance (ESG) factors impact a company
over the long term. Analysis of the resilience of a business
and its profits has always been at the core of the Company’s
investment strategy, and ESG factors are integrated into the
investment processes employed by the Fund Manager.
TheBoard believes that voting the Company’s shareholdings
at general meetings is essential to good corporate
stewardship and is an effective means of expressing
itsviews on the policies and practices of its investee
companies. Voting decisions reflect the provisions of
JanusHenderson’s Responsibility Report which is publicly
available at www.janushenderson.com and records the
high standards of corporate behaviour that are expected.
Ultimately, however, our Fund Manager makes the final
decision after consultation with the Board, as necessary.
Janus Henderson will actively engage with those companies
that fall below such expectations to encourage improvement
over time. The final sanction is the divestment of those
holdings that fail to make an acceptable transition and adapt
sufficiently. The Board monitors the process by reviewing a
report on the Company’s voting pattern on an annual basis.
For an overview on how Janus Henderson engaged with
companies in which the Company is invested, please refer to
the ESG Section on page 30.
AGM
We look forward to seeing as many of our shareholders as
possible at our AGM which will be held at 12 noon on
Tuesday, 12 May 2026 at the offices of Janus Henderson at
201 Bishopsgate, London EC2M 3AE.
David Smith, the Company’s Fund Manager, will give a
presentation on the Company’s portfolio and performance, and
you will, as usual, have the opportunity to talk to the Board,
David and other Janus Henderson representatives. Wevery
much welcome your comments and questions at the AGM and
we would encourage those of you who are unable to attend in
person to use your proxy votes and to watch the AGM live by
logging onto www.janushenderson.com/hhi-agm.
Prospects and Outlook
“Markets climb a wall of worry” is an oft-quoted phrase
describing how share prices tend to rise over the long term,
even when confronted with negative news, geopolitical turmoil
and economic uncertainty. Certainly looking back at 2025 this
would appear to be true and as we look forward to the
remainder of 2026 we can safely assume that there will be
continuing volatility within financial markets. The war in Iran
has of course resulted in a great deal of uncertainty and
instability which will no doubt weigh on global economic
activity, particularly due to the surge in energy prices.
Another current driver and focus for investors is of course the
development of Artificial Intelligence (AI) which is changing the
world in which we live. As usual financial markets have
recognised its potential and the valuations of companies
exposed to such technology have in many cases reached very
high levels. One of the key issues in 2026 will be to evaluate
whether valuations have become too extended but in any
event we can expect volatile movements in share prices.
In the UK market there are fewer opportunities to invest in
such companies but the impact of AI will still be profound and
one of the challenges for our Fund Manager will be to evaluate
which companies will be relative winners and losers from
further technological development, at the same time as also
attempting to decide which companies will be able to do better
under a more hostile landscape taxation wise.
Overall, whilst of course mindful of such challenges, there are
reasons to be positive. The UK equity market has made good
upward progress during the course of the last year and still
valuations look relatively attractive in a global context. We
should focus more on the relatively robust financial health of
the quoted corporate sector rather than the parlous state of
public finances. In the short term the performance of smaller-
and medium-sized companies has lagged, not least due to a
tougher UK economic environment, but valuations look
relatively cheap against larger peers and the portfolio has
good exposure to this area, as well as of course holding a
good spread of larger companies which derive their
profitability from operations around the globe.
Undoubtedly the world in which we live will remain volatile but
the objective for Henderson High Income will not change with
your Board and Fund Manager continuing to focus on
delivering a high level of income for shareholders whilst also
attempting to deliver capital growth over the longer term.
Jeremy Rigg
Chairman
25 March 2026
Henderson High Income Trust plc Annual Report 2025
9
Fund
Manager’s
Report
10
Market review
The UK equity market made its strongest annual return since
2009, with the FTSE All-Share Index up 24.0% on a total return
basis. Falling interest rates globally, increased fiscal spending
and fading trade tensions post “Liberation Day” in April helped
push markets through all-time highs. The Bank of England
lowered its benchmark interest rate to 3.75% after announcing
four 25 basis point (bps) cuts through the year.
The Bank of England cut interest rates 4 times
during 2025 to 3.75%
UK clearing banks base rate – middle rate
0.0
1.0
2.0
3.0
4.0
5.0
6.0
(%)
Jun 22 Jun 23 Jun 25Jun 24Dec 23Dec 22Dec 21 Dec 25Dec 24
Source: LSEG DataStream as at 31 December 2025
Similar to 2024, UK economic growth was better in the first
half of the year before slowing as rumours over likely tax
increases at the November Budget weighed on sentiment.
Unemployment increased towards the end of the year reaching
5.1%, a five year high. Inflation proved stubborn during the year
with the Consumer Price Index (CPI) rising from 3.0% in
January to 3.8% in July, given wage pressures, before slowing
to 3.4% in December. Despite this equity markets made strong
gains, led by large multinational companies with the FTSE 100
Index returning 25.8%, materially outperforming the more
domestic FTSE 250 Index, up 15.1%. This has been the fourth
year in a row that the large cap FTSE 100 has outperformed
the FTSE 250, producing a 55.9% total return over that period
relative to only 9.0% for mid-caps.
Large cap companies have significantly outperformed
mid-caps over the last 4 years since interest rates
started to increase
FTSE 250FTSE 100
60
70
80
90
100
110
120
130
140
150
160
(%)
Jun 22 Jun 23 Jun 25Jun 24Dec 23Dec 22Dec 21 Dec 25Dec 24
Source: LSEG DataStream as at 31 December 2025
Notes: Total returns rebased to 100 as at 31 December 2021
Banks and defence significantly outperformed
while tech and consumer discretionary lagged
Aerospace & defence
Technology Consumer discretionary
Banks
Dec 24 Mar 25 May 25 Jul 25 Sep 25 Nov 25 Dec 25
70
90
110
130
150
170
190
(%)
Source: LSEG DataStream as at 31 December 2025
Notes: Sector performance based on MSCI UK sector indices. Rebased to 100
as at 31 December 2024
Given the strong performance of large cap companies, the UK
equity market proved to be very concentrated, with only 31% of
companies within the FTSE All-Share Index outperforming over
the 12-month period. The best performing sectors included
telecommunications, financials (led by banks), basic materials
and industrials (led by aerospace & defence), while technology,
consumer discretionary, real estate and consumer staples
underperformed. Within commodities, the oil price fell given
expectations of oversupply in 2026 after major producers
raised output, while the gold price surged to an all-time high
due to global economic and political uncertainty. The copper
price also rallied to a record level near the end of the year, amid
fears of a supply shortfall given strong demand from significant
investments in data centres and energy infrastructure.
Strategic Report: Fund Manager’s Report
David Smith
Fund Manager
Henderson High Income Trust plc Annual Report 2025
11
Precious metals and copper saw significant gains
in 2025
Silver CopperGold
Dec 24 Mar 25 May 25 Jul 25 Sep 25 Nov 25 Dec 25
80
120
160
200
240
280
(%)
Source: LSEG DataStream as at 31 December 2025
Notes: Metal prices rebased to 100 as at 31 December 2024
UK government bonds endured a volatile 2025, with gilt prices
under pressure as yields moved higher – particularly at the long
end of the curve – before stabilising later on. Persistent inflation
concerns, heavy gilt issuance and the Bank of England’s
ongoing quantitative tightening (QT) pushed yields to multi
decade highs. The 30 year gilt yield rose to levels last seen in
the late 1990s and the 10 year yield peaked close to 4.9% early
in the year. As 2025 progressed, however, yields started to fall
as inflation came under control, the Bank of England cut policy
rates further and slowed its QT program. The November Budget
was not as bad as feared with bond markets reacting positively
given the increase in the Chancellor’s fiscal buffer over the
forecast period. The 10-year gilt yield finished the year at 4.5%.
30 year gilt yields reached levels not seen since the90s
Dec 95
(%)
Dec 25
Dec 20Dec 15Dec 10Dec 00 Dec 05
UK 30-year Gilt Yield
0
1
2
3
4
5
6
7
8
9
Source: LSEG DataStream as at 31 December 2025
Performance review
The Company’s NAV (debt at fair value) returned 20.4% on a
total return basis, performing broadly in line with the
benchmark return of 20.6%. Given the Company’s overweight
position to equities relative to bonds against the benchmark,
asset allocation had a positive impact on performance due to
equities outperforming. Gearing also aided performance given
the strong market backdrop.
Despite the equity portfolio performing well in absolute terms,
up 20.0% on a total return basis, it lagged the very strong
returns from the FTSE All-Share Index (+24.0%). Within
banks, although HSBC is the Company’s second largest
holding, its underweight relative to the weighting in the FTSE
All-Share Index meant its strong share price performance
was negative to relative performance. Likewise, the Company
does not own Barclays, which also did well and was only
partially offset by the good performance of the holdings in
NatWest and Lloyds Banking Group. Banks continued to
produce strong earnings and dividend growth through the
year, with the sector further supported by signals from the
UK’s Prudential Regulation Authority (PRA) that capital
requirements for banks could be eased.
Other underweight positions also detracted from relative
returns, namely Rolls Royce and AstraZeneca. Rolls Royce,
which the Company does not own due to the low dividend yield
but has a large weighting in the FTSE All-Share Index,
significantly outperformed in 2025 on strong profit growth.
AstraZeneca, which is held by the Company although with a
lower weighting to the index, performed well in the second half
of the year after it announced they had reached agreement with
the US administration on drug pricing via the Most Favourable
Nation (MFN) policy. The MFN policy pegs US prescription drug
prices to the lowest prices paid in other comparable high-
income countries. In exchange President Trump agreed to drop
his tariff threat on non-US manufactured drugs.
Elsewhere the portfolio’s holdings in Hilton Food Group and
Sodexo were also detrimental to performance. Meat packing
company, Hilton Foods, faced a difficult operating environment
during the second half of the year, in part, due to inflation in
white fish and beef, causing volume declines in both
categories. The company was also impacted by an outbreak of
listeria in its Greek salmon processing plant which meant a
further impact on profits. Contract caterer Sodexo’s profits
were held back by disappointing performance within its US
division as it lost a number of key contracts. While the
company has changed the CEO, it is likely to take time to
implement changes to help stabilise client retention, while
increased investment could see further earnings downside,
hence we exited the holding.
On the positive side, the portfolio’s positions in British
American Tobacco and life insurers Phoenix and M&G
benefitted performance. British American Tobacco performed
strongly in the year from a recovery in its US business, where
cigarette and vaping volume declines eased as the US
Administration strengthen the enforcement of its ban on illicit
Chinese vapes. The company also benefitted from the strong
growth in its modern oral (nicotine pouches) products. Phoenix
delivered solid results, with cash generation ahead of
expectations, while M&G announced a long term strategic
partnership with Japanese insurer Dai ichi Life that should
Strategic Report: Fund Manager’s Report (continued)
Henderson High Income Trust plc Annual Report 2025
12
Strategic Report: Fund Manager’s Report (continued)
drive new business flows and includes Dai ichi acquiring a 15%
stake in M&G. The portfolio’s holding in Chemical company
Johnson Matthey was also positive for performance. The
company announced the potential sale of their Catalyst
Technologies division to Honeywell for £1.8 billion, materially
more than analysts estimate of its fair value. The shares were
further buoyed by management’s commitment to improve
operational efficiencies and cash generation.
Within the overseas holdings both Nordic telecommunications
company Tele2 and French utility Engie performed well.
Tele2delivered solid results, with early signs that its cost
transformation programme is translating into higher profits and
cash flow, while Engie’s shares rose after it upgraded profit
guidance on stronger trading and increased investment in its
energy infrastructure division.
The fixed income portfolio rose 5.6% on a total return basis
during the year, underperforming the 6.8% return from the
ICE BofA Sterling Non-Gilts Index. The exposure to USD
bonds detracted from relative performance given they lagged
the performance of the GBP benchmark. Holdings in high
yield bonds and financials aided returns given spreads
tightened more in this area of the market. In addition,
holdings in bonds issued by Direct Line and Aviva both
performed well after the latter acquired the former which
strengthened its capital position.
Income review
While headline dividends in the UK market fell during 2025,
once special dividends and the impact of sterling strength are
excluded, underlying dividends rose by 3.6% (according to the
Computershare UK Dividend Monitor). There was strong
dividend growth from financials and defence contractors but
this was somewhat offset by further dividend reductions in the
mining sector.
The income return for the Company increased 5.0% to 11.28
pence per share in 2025, up from 10.74 pence in 2024.
However this was flattered by an increase of £292,000 from
special dividends in the period. Excluding special dividends,
the income return increased 2.2%. Within the equity portfolio
there was good dividend growth from some of the largest
holdings including NatWest (+42.8%), 3i (+21.5%), Lloyds
(+14.8%) and Tesco (+14.0%), while both Rio Tinto and Anglo
American lowered their dividend payments in sterling terms by
16.8% and 66.7% respectively.
During the year the Board declared a full year dividend of
10.9p which was fully covered by earnings. This was an
increase of 2.8% over the dividend in 2024 (10.6p) and
represents the 13th consecutive year of dividend growth,
maintaining the Company’s status as an AIC Next Generation
Dividend Hero. The dividend has grown at a compound
annual growth rate of 2.1% over those 13 years. Retained
revenues earned in the year were approximately £680,000,
which increased revenue reserves to £11.0 million as at
31December 2025, providing approximately 60% cover over
the Company’s dividend.
UK market dividends fell during 2025, impacted by
lower special dividends and US dollar weakness
(£bn)
Regular Dividends
2012 2015 201620142013 2017 2018 2019 2022 20252024202320212020
0
20
40
60
80
100
120
Special Dividends
Source: Computershare UK Dividend monitor as at 31 December 2025
Portfolio activity
The bond allocation finished the year at 10.7% of gross
assets, down from 10.9% as at the end of 2024. The fall
reflects the underperformance of bonds relative to equities
over the year. In the fourth quarter, we added approximately
£7 million to bonds to lower the underweight position relative
to the benchmark. We bought bonds of large, well-capitalised
banks and insurers where spreads were appealing. Notable
additions included AXA, Barclays, Bupa (UK insurer), ING,
andNatWest. These were either new or increased positions
insubordinated debt of these institutions. We also bought
GBP-denominated corporate bonds in defensive sectors with
strong cash flows and attractive yields. For instance, we
added Entain and Flutter (both gaming companies) bonds,
Gatwick Airport bonds, Southern Water (infrastructure), and
Pinewood Studios.
Funding came from a reduction in the equity portfolio, selling
holdings in Coca-Cola Hellenic Bottling Company (CCH) and IG
Group. CCH has been a good performer for the Company over
the long term and has recovered well since the start of the
Russian Ukraine war. We believe the valuation has now reached
a level which is not discounting the risk of slowing volume
momentum given the significant price increases seen in recent
years. We sold IG Group, the online trading and spread betting
business which had performed well since purchase, on fears
over potential changes to the tax treatment of remote gambling
by the government. Although a new rate ofgeneral betting duty
for remote gambling was introduced, itexcluded spread
betting, however, this still presents a risk going forward.
Elsewhere, within the equity portfolio, we switched our
preference in overseas banks from BNP Paribas to Banco
Bilbao Vizcaya Argentaria (BBVA). French bank BNP was sold
following a US court ruling against the bank in a human rights
case related to Sudan. Although the damages awarded were
modest, the precedent creates significant financial risk if
claims escalate, while political instability in France could lead
Henderson High Income Trust plc Annual Report 2025
13
to higher banking levies. Spanish listed bank BBVA offers a
more attractive alternative, with strong franchises and market
positions in Spain, Turkey and Mexico, sector leading returns
and a discounted valuation. Structural growth in Mexico and
improving loan growth in Spain should support profit growth
while the company also pays an attractive dividend.
Other new additions to the equity portfolio included French
insurer AXA and Aberdeen, while we increased our holding
inDiageo, moving to an overweight position. AXA is a well
diversified European multi-line insurer and has potential to
improve profits given a good pricing environment in certain
insurance lines while claims inflation is moderating.
Aberdeen has faced significant challenges in its asset
management business but this has masked the strong
performance of its retail investment platform, Interactive
Investor, which now contributes almost half of the group’s
profit. This should continue to see good growth given
structural tailwinds in the direct-to-consumer market and its
competitively priced offering, while cost savings in the asset
management division should support margins. Diageo has
strong brands with market leading positions and although
trading has been difficult in recent years we believe this is
more due to cyclical headwinds rather than structural issues.
The valuation is attractive given the quality of the brand
portfolio and we believe the new CEO can reinvigorate the
business and drive profit recovery.
Finally we sold holdings in SSE, Conduit Re and Sabre
Insurance. UK utility SSE is due to make significant
investments in renewable energy projects over the next few
years, however, we are concerned over the level of returns
given the material increase in construction costs in recent
years. Sabre is a UK motor insurance underwriter. The shares
had performed well from their lows as margins had recovered
back to more normalised levels given the strong premium
pricing environment over the last couple of years. However, we
were concerned over the company’s recent change in strategy
to prioritise volume over price especially now the motor
insurance market is softening. Conduit Re, the reinsurer, was
sold over concerns around their ability to correctly price
underwriting risks and also in the quality of their systems given
disappointing event losses last year.
Gearing at the end of December was 17.5%, down from the
end of 2024 (21.0%), however, this was more a reflection of the
growth in the NAV through the year with the absolute level of
borrowing only falling modestly.
Outlook
Despite strong market returns from UK equities in 2025, there
was a lack of aggregate earnings growth for the market as a
whole. This was largely due to falling earnings in the oil & gas
and mining sectors being offset by strong earnings growth
within financials, especially banks and insurers. A continuation
of falling inflation and further interest rates cuts could have
supported an inflection in aggregate earnings growth for the
UK market this year, however, events in Iran and the
subsequent surging oil price has now put that at risk.
The duration of the conflict in the Middle East will have
implications on western economies through higher inflation
and slower economic growth, especially in Europe which is
anet importer of energy. A quick resolution or a return of oil
flowing through the Strait of Hormuz could lessen the impact
but geopolitical tensions are likely to remain high. Although
the UK equity market performed strongly in 2025, the recent
pullback has left valuations in line with the long term average
and inexpensive relative to global markets.
UK equity market valuations are only in line with
their long term average but still trade at a discount
to overseas indices
2002 2006 20101998 2018
2026
20222014
UK equity market Price / Earnings Ratio
Average
6
8
10
12
14
16
18
20
22
24
Source LSEG DataStream as at 31 December 2025
Notes: FTSE 350 12 month forward PE ratio based on consensus forecasts
In the UK, the inflationary impact of rising oil and gas prices
will not flow through to consumer energy bills until the second
half of the year given the energy price cap mechanism.
However further interest rate cuts from the Bank of England
are now unlikely in the short term due to increased inflation
uncertainty. It is worth remembering that UK consumers,
businesses and the banking system remain in strong financial
health which has supported the UK economy through periods
of energy price volatility in recent years.
The growth of AI and what it means for society cannot be
underestimated. There are businesses that will win from AI
development, others that will be enhanced by AI deployment
and others that will suffer from AI disintermediation. We are
already seeing the market try to predict which companies fit
into which groups but it is probably too early to be certain.
Itwill no doubt continue to be volatile but one needs to be
disciplined in understanding the strengths of business models
and how the valuation discounts the AI threat or opportunity.
As ever the focus remains on finding good quality businesses
at a compelling valuation that can pay and grow an attractive
dividend. The portfolio is well balanced in terms of income
generation, with good diversification between sectors and
owning cash generative businesses.
David Smith
Fund Manager
25 March 2026
Strategic Report: Fund Manager’s Report (continued)
Henderson High Income Trust plc Annual Report 2025
14
Portfolio and
Financial
Information
15
Investments: Fixed Interest
PREFERENCE SHARES
Total
31December
2025
£’000
National Westminster Bank 9% 388
Nationwide Building Society 10.25% 2,865
Total Preference Shares 3,253
OTHER FIXED INTEREST
Allwyn Entertainment 7.25% 2030 950
Amazon 4.8% 2034 (USA) 1,033
Atlassian 5.5% 2034 (USA) 655
Aviva 4% 2055 243
Aviva 5.125% 2050 501
Aviva 6.125% 2054 1,022
AXA 6.375% Variable Perpetual (France) 1,163
Banijay Entertainment 7% 2029 (France) 1,132
Barclays 5.851% 2035 1,027
Broadcom 4.15% 2030 (USA) 236
Broadcom 4.926% 2037 (USA) 758
Bupa Finance 4.125% 2035 1,498
Bupa Finance 6.625% 2045 1,090
Charter Communications 5.05% 2029 (USA) 753
Co-operative Group 6.25% 2026 1,104
CPUK Finance 4.5% 2027 1,196
Direct Line Insurance 4.75% Variable Perpetual 488
Entain 4.875% 2031 879
Flutter Treasury 6.125% 2031 977
Gartner 3.75% 2030 (USA) 1,029
Gatwick Airport 6% 2030 1,002
GLP 5.3% 2029 (USA) 606
GLP 5.625% 2034 (USA) 528
Iliad 7% 2032 (USA) 644
ING Groep 7% Variable Perpetual (USA) 943
Iron Mountain 4.5% 2031 (USA) 659
Lloyds Banking 8.5% Variable Perpetual 1,309
LPL Financial Holdings 6% 2034 (USA) 1,449
MSCI 3.875% 2031 (USA) 672
NatWest 7.625% Variable Perpetual 1,021
Pinewood Finco 6% 2030 855
Sage Group 5.625% 2037 1,489
Scottish Widows 7% 2043 893
Service Corp Intl 4.625% 2027 (USA) 1,244
Service Corp Intl 5.75% 2032 (USA) 624
Solventum 5.6% 2034 (USA) 477
SW Finance 6.875% 2032 1,245
Synopsys 5.15% 2035 (USA) 1,410
Tesco Property Finance 5.744% 2040 371
Tesco Property Finance 6.0517% 2039 706
Teva Pharmaceuticals 6.75% 2028 (USA) 309
VICI Properties 4.95% 2030 (USA) 376
VICI Properties 5.125% 2032 (USA) 525
Virgin Media 4.875% 2028 750
Virgin Media O2 5.625% 2032 647
Virgin Media O2 7.875% 2032 281
Ziggo 4.875% 2030 (USA) 703
Total Other Fixed Interest 39,472
TOTAL FIXED INTEREST 42,725
Investments: Equities
(including investment funds)
ENERGY
Total
31December
2025
£’000
Oil, Gas and Coal
BP 8,759
Shell 11,943
Total Energy 20,702
BASIC MATERIALS
Chemicals
Johnson Matthey 5,780
Victrex 2,051
Industrial Metals and Mining
Anglo American 4,882
Rio Tinto 13,806
Total Basic Materials 26,519
INDUSTRIALS
Aerospace and Defence
BAE Systems 5,998
Chemring 4,146
Construction and Materials
Genuit 2,994
General Industrials
Bunzl 3,991
Mondi 2,870
Industrial Engineering
Vesuvius 3,353
Industrial Support Services
DCC 4,352
PageGroup 2,517
Total Industrials 30,221
CONSUMER DISCRETIONARY
Consumer Services
Compass 5,543
Household Goods and Home Construction
Taylor Wimpey 4,240
Retailers
Dunelm 4,465
Next 5,353
Travel and Leisure
Whitbread 4,623
Total Consumer Discretionary 24,224
Strategic Report: Investment Portfolio
Henderson High Income Trust plc Annual Report 2025
16
Investments: Equities
(including investment funds)
HEALTHCARE
Total
31December
2025
£’000
Pharmaceuticals and Biotechnology
AstraZeneca 5,618
GlaxoSmithKline 5,914
Sanofi (France) 2,860
Total Healthcare 14,392
CONSUMER STAPLES
Beverages
Diageo 6,705
Food Producers
Cranswick 4,444
Hilton Food Group 3,913
Personal Care, Drug and Grocery Stores
Reckitt Benckiser 9,810
Tesco 7,237
Unilever 8,282
Tobacco
British American Tobacco 20,502
Imperial Brands 11,579
Total Consumer Staples 72,472
UTILITIES
Gas, Water and Multiutilities
Engie (France) 6,108
National Grid 9,303
Severn Trent 7,361
Total Utilities 22,772
FINANCIALS
Banks
BBVA (Spain) 3,407
HSBC 17,041
Lloyds Banking 10,965
NatWest 10,922
Paragon Banking Group 3,834
Non-life Insurance
ASR Nederland (Netherlands) 4,578
AXA (France) 3,472
Life Insurance
Aviva 7,862
Chesnara 6,340
Phoenix 9,509
Investment Banking and Brokerage Services
3i 5,604
Aberdeen Group 3,638
ICG 6,224
M&G 7,310
Schroders 3,994
FINANCIALS
Total
31December
2025
£’000
Closed End Investments
Greencoat UK Wind 3,000
Tufton Oceanic Assets 2,414
Total Financials 110,114
REAL ESTATE
Real Estate Investment Trusts
Big Yellow 5,281
British Land 5,368
Land Securities 5,005
Total Real Estate 15,654
TECHNOLOGY
Software and Computer Services
MONY Group 2,910
RELX (Netherlands) 8,198
Technology Hardware and Equipment
Texas Instruments (USA) 2,682
Total Technology 13,790
TELECOMMUNICATIONS
Telecommunications Service Providers
Tele2 (Sweden) 3,748
Telecom Plus 2,534
Total Telecommunications 6,282
TOTAL EQUITIES 357,142
TOTAL 399,867
Strategic Report: Investment Portfolio (continued)
Henderson High Income Trust plc Annual Report 2025
17
Strategic Report: Investment Portfolio (continued)
FIXED INTEREST
Total
31December
2025
%
Total
31December
2024
%
Preference shares 0.8 1.2
Other fixed interest 9.9 9.7
Total Fixed Interest 10.7 10.9
EQUITIES
Energy
Oil, gas and coal 5.2 4.8
Total Energy 5.2 4.8
Basic Materials
Chemicals 1.9 1.7
Industrial metals and mining 4.7 4.3
Total Basic Materials 6.6 6.0
Industrials
Aerospace and defence 2.6 1.9
Construction and materials 0.7 0.7
Electronic and electrical
equipment – 0.5
General industrials 1.7 1.8
Industrial engineering 0.9 0.8
Industrial support services 1.7 2.1
Total Industrials 7.6 7.8
Consumer Discretionary
Consumer services 1.4 1.8
Household goods and home
construction 1.1 1.0
Retailers 2.4 2.3
Travel and leisure 1.2 2.7
Total Consumer Discretionary 6.1 10.5
Healthcare
Pharmaceuticals and
biotechnology 3.6 3.3
Total Healthcare 3.6 3.3
Consumer Staples
Beverages 1.7 2.0
Food producers 2.1 2.9
Personal care, drug and grocery
stores 6.3 6.9
Tobacco 8.0 8.0
Total Consumer Staples 18.1 19.8
Utilities
Electricity – 0.9
Gas, water and multiutilities 5.7 4.8
Total Utilities 5.7 5.7
FIXED INTEREST
Total
31December
2025
%
Total
31December
2024
%
Financials
Banks 11.5 7.3
Closed end investments 1.3 1.8
Finance and credit services – 0.9
Investment banking and
brokerage services 6.7 8.4
Life insurance 6.0 4.5
Non-life insurance 2.0 2.3
Total Financials 27.5 25.2
Technology
Software and computer services 2.7 1.0
Technology hardware and
equipment 0.7 0.8
Total Technology 3.4 1.8
Real Estate
Real estate investment trusts 3.9 3.0
Total Real Estate 3.9 3.0
Telecommunications
Telecommunications service
providers 1.6 1.2
Total Telecommunications 1.6 1.2
TOTAL INVESTMENTS 100.0 100.0
Distribution of the UK equity portfolio holdings
at31December
2025 2024
% %
Large companies: 73.0 68.2
Medium-sized companies: 25.2 28.3
Small companies: 1.8 3.5
2
0
2
4
2
0
2
5
Large companies = Market Cap of >£5bn
Medium-sized companies = Market Cap of <£5bn and >£500m
Small companies = Market Cap of <£500m
Source: Janus Henderson
Percentage breakdown of investments by sector
Henderson High Income Trust plc Annual Report 2025
18
Sector exposure at 31December
Excluding cash
Sector
2025
£’000
2025
% of portfolio
2024
£’000
2024
% of portfolio
Preference shares 3,253 0.8 4,273 1.2
Other fixed interest 39,472 9.9 35,578 9.7
Total Fixed Interest 42,725 10.7 39,851 10.9
Financials 110,114 27.5 92,365 25.2
Consumer Staples 72,472 18.1 72,594 19.8
Consumer Discretionary 24,224 6.1 38,632 10.5
Industrials 30,221 7.6 28,614 7.8
Basic Materials 26,519 6.6 21,956 6.0
Utilities 22,772 5.7 20,806 5.7
Energy 20,702 5.2 17,522 4.8
Real Estate 15,654 3.9 11,176 3.0
Healthcare 14,392 3.6 12,203 3.3
Technology 13,790 3.4 6,755 1.8
Telecommunications 6,282 1.6 4,316 1.2
Total Equities 357,142 89.3 326,939 89.1
Total 399,867 100.0 366,790 100.0
Equity portfolio sector weightings at 31December 2025
0510 15 20 25 30 35
Telecommunications
Technology
Healthcare
Real Estate
Energy
Consumer Discretionary
Utilities
Basic Materials
Industrials
Consumer Staples
Financials
Company FTSE All-Share Index
Ten largest investments at 31December
Position Company Sector
2025
£’000
2025
% of portfolio
2024
£’000
2024
% of portfolio
1 British American Tobacco Consumer Staples 20,502 5.1 17,709 4.8
2 HSBC Financials 17,041 4.3 12,546 3.4
3 Rio Tinto Basic Materials 13,806 3.4 10,542 2.9
4 Lloyds Banking
1
Financials 12,274 3.1 6,114 1.7
5 Shell Energy 11,943 3.0 9,569 2.6
6 NatWest
1
Financials 11,943 3.0 8,112 2.2
7 Imperial Brands Consumer Staples 11,579 2.9 11,761 3.2
8 Reckitt Benckiser Consumer Staples 9,810 2.4 7,029 1.9
9 Aviva
1
Financials 9,628 2.4 6,540 1.8
10 Phoenix Financials 9,509 2.4 7,836 2.2
Total 128,035 32.0 97,758 26.7
Strategic Report: Portfolio Information
1 Combines equity and fixed interest positions where applicable
19
Henderson High Income Trust plc Annual Report 2025
Total return performance to 31December
1 year
%
3 years
%
5 years
%
10 years
%
NAV
1
+20.4 +44.6 +70.0 +101.1
Share Price
2
+22.6 +37.1 +73.5 +87.4
Benchmark
3
+20.6 +40.6 +55.1 +101.9
ICE BofA Sterling Non-Gilts Index +6.8 +18.0 -5.9 +26.4
FTSE All-Share Index +24.0 +46.5 +73.9 +123.4
Total return performance over 10 years to 31December 2025
NAV
1
Share Price
2
Benchmark
3
(%)
202520242016 2017 2021 20232022202020192018
-20
0
20
40
60
80
100
120
Financial information as at 31 December
Net assets
£m
NAV per
ordinary share
4
p
Mid-market price per
ordinary share
p
Dividends
per ordinary share
p
2016 207.7 181.3 183.6 9.15
2017 257.2 195.7 190.0 9.40
2018 210.8 159.5 159.5 9.60
2019 251.1 189.8 191.8 9.80
2020 211.4 157.3 147.0 9.90
2021 236.2 177.9 177.5 9.95
2022 214.3 164.2 165.3 10.15
2023 222.3 169.6 156.5 10.35
2024
5
303.2 174.7 162.5 10.60
2025 340.2 198.8 187.5 10.90
1 Net asset value with debt at fair value total return (including dividends reinvested and excluding transaction costs)
2 Includes dividends reinvested
3 A composite of 80% of the FTSE All-Share Index (total return) and 20% of the ICE BofA Sterling Non-Gilts Index (total return) rebalanced annually
4 Based on net assets with debt at fair value as published by the AIC
5 2024 includes the increase in assets following the completion of the combination with Henderson Diversified Income Trust plc (HDIV)
Source: Janus Henderson, Morningstar Direct and LSEG Datastream
Strategic Report: Historical Performance and
Financial Information
20
Henderson High Income Trust plc Annual Report 2025
Business Model
21
Purpose and Strategy
The Company’s purpose is to deliver consistently to
shareholders a high level of income on a regular basis while
seeking capital growth over the longer term by investing
primarily in UK equities. This purpose is fulfilled by achieving
the investment objective and applying the investment policy.
The investment strategy is delegated to the Manager,
JanusHenderson, within the parameters determinedby
theBoard and approved by shareholders.
Investment Objective
The Company invests in a prudently diversified selection of
both well-known and smaller companies to provide investors
with a high dividend income stream while also maintaining the
prospect of capital growth.
Investment Policy
In normal circumstances the Company will invest up to 80%
of its gross assets in equities and up to 20% of its gross
assets in fixed income (in companies of any size that are either
listed in, registered in, or whose principal business is in the
UK). Within these limits a maximum of 30% of gross assets
may be invested outside of the UK.
No single investment will exceed 15% of total gross assets at
the time of investment and no more than 15% of gross assets
may be invested in other listed investment companies
(including investment trusts) or collective investment
schemes. The Company may from time to time use financial
instruments known as derivatives for the purpose of efficient
portfolio management or to generate additional income while
maintaining a level of risk consistent with the risk profile of
theCompany.
Investment Selection
The selection process seeks to identify companies with strong
balance sheets that are capable of paying dividends. There is
a focus on well-managed companies whose qualities may
have been temporarily overlooked and which offer potential
for capital appreciation over the medium term.
Gearing
1
The Company has an active policy of using appropriate levels
of gearing, both in the form of bank and longer-term
borrowings, with the objective of enhancing income returns
and also achieving capital growth over time. A portion of
gearing is usually employed with respect to the Company’s
fixed interest securities to generate additional income.
The Company can borrow up to 40% of gross assets. The
drawdown of floating rate borrowings can be in non-sterling
currencies, provided that these borrowings do not exceed the
market value of non-sterling assets.
Gearing as at 31 December 2025 was 17.5% (2024: 21.0%).
Company Structure
The Company operates as an investment company with a
Board of Directors who delegate investment and operational
matters to specialist third-party service providers. Their
performance is monitored and challenged by the Board who
retain oversight of the Company’s operations. The Board
comprises entirely non-executive directors accountable to
shareholders, who have the ability to remove a director from
office where they deem it to be in the interests of the Company.
The framework of delegation provides a cost-effective
mechanism for achieving the Company’s objectives under
s.1158/9 of the Corporation Tax Act 2010. The closed-end
nature of the Company enables the Fund Manager to take a
longer-term view on investments. It also supports a fully invested
portfolio as the Company does not have to maintain or create
sufficient cash balances to satisfy investor redemptions.
Investment trusts have two significant advantages over other
investment fund structures: firstly, the ability to pay dividends
out of revenue reserves to support the provision of income to
shareholders, as necessary, and secondly, the ability to
borrow to increase potential returns for shareholders.
Income
The investment objective underpins the Company’s dividend
policy, which is to pay quarterly interim dividends from current
revenue and add to the revenue reserve where possible each
year. The purpose of this reserve is to enable the Company to
support dividend payments in difficult market conditions.
When deciding on whether to pay each quarterly interim
dividend, the Board has regard to a variety of factors,
including current and forecast levels of income (including any
special dividends received) and the historic dividend
schedule. The Board also considers a range of stress tests
which forecast revenue under different scenarios in order to
form a view on the sustainability of the Company’s dividends.
Borrowings
During the year under review, the Company had a committed
loan facility of £60 million with BNP Paribas, London Branch.
This facility matured on 19 December 2025 and on that date
the Company renewed the facility for a further 12 months.
Thisfacility has an accordion of £25 million allowing the
Company to borrow up to £85 million.
The Company also has a 19-year £20 million fixed rate senior
unsecured loan note with a sterling coupon of 3.67% which
will mature on 8 July 2034.
Ongoing Charge
The Board regularly reviews the ongoing charge and monitors
all Company expenses, with a detailed schedule of expenses
reviewed twice a year in conjunction with the half year and full
year financial results. The ongoing charge for the year ended
31 December 2025 was 0.68% (2024: 0.74%).
Strategic Report: Business Model
1 Alternative Performance Measure, see page 79
Henderson High Income Trust plc Annual Report 2025
22
Strategic Report: Business Model (continued)
Promoting the Company’s success
The Directors’ overarching duty is to promote the success of the Company for the benefit of investors with consideration of
stakeholders’ interests. The Directors use their experience and knowledge to select and engage reputable organisations to carry
out operations on behalf of the Company.
Values and culture
The Board has embedded a culture of integrity, openness and professionalism throughout its activities. Directors consistently apply their
skill, care, due diligence and experience in the boardroom, reinforcing these values through their conduct and decision-making. This
cultural approach is mirrored in the Board’s interactions with the Manager, with whom it operates in a supportive, co-operative and
transparent environment. The Board holds the Manager to the same cultural standards by formally assessing its corporate culture
and values as part of its annual review of service delivery. These expectations are extended to other third-party service providers,
with the Board seeking to promote behaviours that support integrity, accountability and high-quality outcomes for shareholders.
Engaging with stakeholders (s.172 Companies Act 2006)
The table below sets out the ways in which the Board engages with the Company’s key stakeholders.
Stakeholder Engagement
Shareholders
and potential
investors
Purpose:
●
To allow investors to make informed investment decisions.
●
To retain existing shareholders and attract new investors.
●
To understand investors’ requirements and expectations.
How we engage:
●
The annual report and half-year report are published to keep shareholders informed on the Company’s
financial performance, governance framework and any current issues.
●
A shareholder tracing and engagement programme commenced during the year, whose purpose is to
locate and reunite shareholders with their unclaimed or ‘lost’ entitlements to shares and dividends.
●
Information on the Company, sponsored research notes and video updates from the Fund Manager are
made available on the website to keep shareholders informed on the positioning of the portfolio.
●
Daily NAVs and monthly factsheets are published to keep shareholders up to date with the value of the portfolio.
●
Shareholders are encouraged to attend the annual general meeting where they can meet and speak with
the Directors and Fund Manager.
●
The Board receives shareholder feedback from its corporate broker, the Manager’s Investment Trust Sales
and Marketing Teams and the Fund Manager to keep the Board informed of shareholders’ views.
●
The Board and the Fund Manager meet with shareholders when requested.
Outcomes:
●
Shareholders are informed and there is regular demand for the Company’s shares.
●
The new shareholder tracing and engagement programme has already had good results, with 34% of
records located in the first six months of the programme.
Service
Providers
●
Auditor
●
Corporate
broker
●
Custodian
●
Depositary
●
Fund
administrator
●
Registrar
Purpose:
●
To monitor the quality and cost effectiveness of the services provided.
How we engage:
●
Biannual service review meetings with the depositary and registrar.
●
Self-assessment reports provided to the Board annually.
●
Review and discussion of reports on the effectiveness of internal controls and risk management.
●
Review of proposed audit plan and audit fee each year, as well as any audit findings, the auditor’s letter
of engagement and terms of business.
●
Regular attendance at meetings throughout the year with specialist input provided.
Outcome:
●
The Board’s oversight ensured effective and efficient operations and a high quality of services provided
by its third-party service providers.
Henderson High Income Trust plc Annual Report 2025
23
Strategic Report: Business Model (continued)
Stakeholder Engagement
Investment
manager
Purpose
●
To ensure that the investments in the portfolio and the administration of the Company are well-managed.
●
To ensure that the Company complies with the AIFMD regulation.
How we engage:
●
The Fund Manager and Company Secretary attend all meetings and provide specific reports.
●
The Board engages routinely with the AIFM and exercises constructive challenge across its
responsibilities, including portfolio management, risk management, marketing and investor
communications, financial reporting and governance.
●
The AIFM provides monthly confirmations of compliance with investment limits and regulatory
requirements, together with quarterly reports on the effectiveness of internal controls.
●
The Board sets clear expectations regarding culture and behaviour and monitors how these are
embedded within the Manager and AIFM, including oversight of diversity and inclusion initiatives.
Outcome:
●
The Board is satisfied that the Company is managed in line with its investment objective, policy and risk
appetite.
●
The Board has assurance over the effectiveness of the AIFM’s wider functions and maintains a clear
understanding of the Company’s market positioning and investor perceptions.
Investee
companies and
the environment
Purpose:
●
The Fund Manager’s investment decisions are key to the Company achieving its investment objective
andpolicy. Direct communication with investee companies can lead to more informed decisions.
How we engage:
●
The Manager exercises the Company’s voting rights and engages with investee companies ahead of
shareholder meetings where appropriate, including on ESG-related or contentious matters.
●
Ongoing dialogue with investee companies informs the Manager’s understanding of their strategy,
performance and ESG risks.
Outcome:
●
The Company is a responsible investor.
Lenders Purpose:
●
The Company has an active policy of using appropriate levels of gearing, both in the form of bank and
longer-term borrowings, with the objective of enhancing income returns and achieving capital growth
over time.
How we engage:
●
The Manager provides monthly confirmation of compliance with all covenants applicable to the
Company’s short-term and long-term borrowings.
●
The Board receives assurance that the Manager responds appropriately to information and audit
requests from lenders.
Outcome:
●
The Company can use gearing to enhance long-term returns to shareholders.
Henderson High Income Trust plc Annual Report 2025
24
Board discussions and decision making
Shareholder tracing: During the year, a programme was
launched with the primary objective of identifying and
reconnecting shareholders to their unclaimed or ‘lost’
entitlements. This initiative reflects the Board’s proactive
approach to corporate governance and shareholder relations,
ensuring that individuals who have not received their due
entitlements are given the opportunity to reclaim them.
Short-term debt: The Board reviewed the Company’s
borrowing position. Taking into consideration the advantages of
gearing for an investment trust, the Company’s performance
record over the longer term, and that the Company’s £20 million
fixed rate senior unsecured note is due to be repaid in 2034, the
Board approved the renewal of the loan facility agreement with
BNP Paribas, London Branch, for a further year after considering
a number of indicative quotations from potential lenders, to take
advantage of the most competitive rates and terms on offer.
Marketing and promotion: Retail investors form a significant
and growing proportion of the Company’s share register.
Inrecognition of their importance to liquidity and demand
forthe Company’s shares, the Board approved an increase
inthe marketing budget. This was intended to maintain the
momentum of the retail advertising campaign launched in prior
years and to support sustained investor awareness.
Dividends paid to shareholders: The Company’s investment
objective is to provide investors with a high dividend income
stream while also maintaining the prospect of capital growth.
At each meeting, the Board carefully reviews the level of
revenue income received and forecast as well as the available
distributable reserves. For the year under review, dividends
amounting to 10.90p have been declared, compared to
10.60p in 2024, an increase of 2.8% and the Company’s
thirteenth consecutive annual increase.
Liquidity and discount management
The Board’s aim is for the Company’s share price to reflect
closely its underlying net asset value, and for the market in its
shares to be liquid. The ability of the Company to influence this
meaningfully over the longer term is, of course, limited since it is
dependent on the market supply of, and demand for, the
Company’s shares. However, the Board considers the issuance
and buyback of the Company’s shares where prudent, subject
always to the overall impact on the portfolio, the pricing of other
comparable investment companies and overall market
conditions. The Board believes that flexibility is important and
that it is not in shareholders’ interests to set specific levels of
premium and discount for its issuance and buyback policies.
Arrangements with the Manager
The Company is an Alternative Investment Fund and has
appointed Janus Henderson Fund Management UK Limited
(JHFM) to act as its Alternative Investment Fund Manager
(AIFM). JHFM delegates investment management services to
Janus Henderson Investors UK Limited. Both entities are
authorised and regulated by the Financial Conduct Authority
(FCA) and are part of the Janus Henderson group of
companies. References to Janus Henderson refer to the
services provided to the Company by the Manager’s group.
The Manager is engaged under the terms of an agreement
dated 28 August 2024. The agreement is terminable on six
months’ notice. The fund management team is led by David
Smith, who has been the Company’s Fund Manager since
July 2015. Janus Henderson and its subsidiaries also provide
accounting, company secretarial and general administrative
services. Some of the administration and accounting services
are carried out, on behalf of the Manager, by BNP Paribas.
Janus Henderson Secretarial Services UK Limited, a subsidiary
ofJanus Henderson Group plc, acts as the Corporate Secretary.
It has its own reporting lines and audited internal controls.
Thereare processes and controls in place to ensure that there
isa cleardistinction between the Corporate Secretary and
JanusHenderson, particularly when dealing with any conflicts
orissues between the Company and JanusHenderson.
Correspondence from shareholders addressed to the
Chairman or the Board received at the registered office is
forwarded to the Chairman in line with the audited procedures
in place. Correspondence is provided to the Board at the next
meeting with any urgent or important correspondence
circulated promptly at the request of the Chairman.
Management fee
With effect from 1 January 2026, the management fee is
charged at 0.45% of net assets payable quarterly, based on
the level of net assets at the relevant quarter end.
Prior to this, the management fee was charged at 0.45% of
average adjusted gross assets per annum. This average
valuewas calculated by using the values on the last day of
each of the two calendar years preceding the reporting year.
Average adjusted gross assets are gross assets less current
liabilities and less any Janus Henderson managed funds or
Janus Henderson Group plc shares within the portfolio.
Anydebt used for investment purposes, including that
recorded in current liabilities, is not deducted from gross
assets. The management fee was payable quarterly in arrears.
A supplemental management fee was paid on any new funds
inrelation to share issues in the year they were raised, at the
pro-rata annual rate. For the following year any funds raised
were added to prior year assets for the purposes of calculating
the management fee. There was a similar supplemental
deduction applied to the management fee for share buybacks.
Managing risks
The Board, supported by the Manager, undertakes a robust
and regular assessment of the principal and emerging risks
facing the Company. The Board seeks assurance that these
risks are clearly identified and assessed, and that appropriate
systems of risk management and internal control are in place
to mitigate them where practicable. The Company’s principal
risks are those that could threaten its business model, future
performance, solvency, liquidity or reputation. To support
effective oversight, the Board maintains a detailed risk matrix
which sets out the key risks and the controls in place to
manage them.
Strategic Report: Business Model (continued)
Henderson High Income Trust plc Annual Report 2025
25
Strategic Report: Business Model (continued)
The Board may implement safeguarding measures directly, such as establishing a schedule of investment limits and restrictions
aligned with the Company’s investment objective and policy. The Manager is required to adhere to these parameters and report
on compliance on a monthly basis. Additionally, the Board may delegate the design and implementation of certain controls to the
Company’s third-party service providers, who provide regular updates on the effectiveness of their control environments. Each
risk identified in the risk matrix is evaluated using a colour-coded traffic light system, which scores and prioritises risks based on
their potential impact on the Company and the likelihood of occurrence. The principal risks identified through this process, along
with the mitigating actions taken by the Board, are detailed in the table below.
The Board does not consider these principal risks to have changed during the year under review and up to the date of this report.
Principal Risk Trend Mitigating Measures
Climate Change Risk
Risk that investee companies within the
Company’s portfolio fail to respond to the
pressures associated with climate
change and fail to limit their carbon
footprint to regulated targets, resulting in
reduced investor demand for their shares
and falling market values.
ESG considerations are a fully integrated component of the investment
process. TheFund Manager seeks to understand how a company is
managing ESG risks through its policies and processes and where its
investments are targeted, to ensure that its business model remains
sustainable over the longer term.
Please refer to Environmental, Social and Governance Matters on
page30 for furtherdetails.
Investment Risk
Risk of long-term underperformance of
the Company against the benchmark
and/or peer group. This could result in
the shares of the Company trading at a
persistent discount to net asset value
and/or reduced liquidity in the
Company’s shares.
Risk that insufficient income generation
could lead to a cut in the dividend.
The Manager provides the Board with regular investment performance
statistics against the benchmark and the peer group. The implementation
of the investment strategy and results of the investment process, for
which the Fund Manager is responsible, are discussed with the Manager
and reviewed at each Board meeting. The premium/discount to net asset
value and the trading volume of the Company’s shares are also regularly
reviewed, taking account of market conditions.
The Board regularly reviews and monitors the investment in marketing
activities withthe Manager. Both the Manager and the Board maintain
close contact with theCompany’s Broker to understand the supply of
and demand for the Company’sshares.
The Board reviews the Income Statement and revenue forecasts at each
meeting and continually monitors the Company’s revenue reserves.
Market/Financial Risk
Risk that market conditions lead to a fall
in the value of the portfolio (magnified by
any gearing) and/or a reduction of
income.
Risks associated with interest rates and
its impact on the broader financial
system.
This could result in loss of capital value
for shareholders and/or a cut in the
dividend payment.
The Board reviews the Company’s compliance with its loan covenants
(for both the short-term and long-term facilities) on a monthly basis.
Additional covenant testing is undertaken in extreme market conditions to
give comfort that the Company can meet its financial liabilities.
The portfolio is diverse, containing a sufficient range of investments to
ensure that no single investment puts undue risk on the sustainability of
the income generated by the portfolio or indeed the capital value. Regard
is also given to having a broad mix of companies in the portfolio, as well
as a spread across a range of economic sectors. The Board reviews the
portfolio on a monthly basis.
The Manager operates within investment limits and restrictions set by the
Board, including limits for gearing and derivatives and confirms
compliance with these each month. Any particularly high risks are
highlighted and discussed, and appropriate follow up action is taken
where necessary.
A detailed analysis of the Company’s financial risk management policies
and procedures can be found in the Financial Risk Management Policies
and Procedures note on pages 68 to 73.
The Board reviews the Income Statement and revenue forecasts at each
meeting and continually monitors the Company’s revenue reserves.
Increase No change Decrease
Henderson High Income Trust plc Annual Report 2025
26
Strategic Report: Business Model (continued)
Principal Risk Trend Mitigating Measures
Operational Risks including cyber
risks, pandemic risks and epidemic
risks and risks relating to terrorism
and international conflicts
Risk of loss through inadequate or failed
internal procedures, policies, processes,
systems or human error. This includes
risk of loss to the Company’s third-party
service providers.
Risk of financial loss, disruption or
damage to the reputation of the
Company, the Manager and the
Company’s other key third-party service
providers, as a result of failure of
information technology systems.
Risk of loss as a result of external events
outside of the Board’s control such as
pandemic and/or epidemic risks and
risks relating to terrorism and/or
international conflicts that disrupt and
impact the global economy. This includes
the risk of loss to the Company’s
third-party service providers that are also
disrupted and impacted by such events.
The Board receives quarterly internal control reports from the Manager
tosupport its oversight of the Company’s internal control and risk
management framework. These are supplemented by regular updates
from the Manager’s Internal Audit, Risk, Compliance, Information
Security, and Business Continuity teams, providing assurance that robust
systems and procedures are in place to maintain operational resilience.
The Board also seeks confirmation from the Manager that the portfolio
can continue to be managed effectively during periods of disruption.
Similar assurances are obtained from the Company’s key third-party
service providers, who are expected to maintain appropriate business
continuity and risk mitigation plans to ensure service continuity in the
event of cyber incidents, pandemics, terrorism, or geopolitical events.
Tax, Legal and Regulatory Risk
Risk that a breach of, or a change in laws
and regulations, could materially affect
the viability and appeal of the Company,
in particular section 1158/9 of the
Corporation Tax Act 2010 which exempts
capital gains from being taxed within
investment trusts.
The Manager has been contracted to provide investment, company
secretarial, administration and accounting services through qualified
professionals.
The Board receives internal control reports produced by the Manager on
a quarterly basis, which confirm tax, legal and regulatory compliance.
Emerging Risks
With the help of the Manager’s research resources and using its own market intelligence, the Board continually monitors the
changing risk landscape and any emerging and increasing threats to the Company’s business model. Such emerging risks could
cause disruption for the Company if ignored, but if identified could provide business opportunities. Should an emerging risk
become sufficiently clear, it may be moved to a principal risk.
During the year under review, the Board did not identify any emerging risks which are not already encompassed within the
existing principal risks.
Increase No change Decrease
Henderson High Income Trust plc Annual Report 2025
27
Strategic Report: Business Model (continued)
Viability Statement
The Company seeks to provide superior income generation
and long-term capital growth for its shareholders. The Board
aims to achieve this by implementing the Company’s
business model and strategy through the investment
objective and policy. It remains committed to regularly
reviewing and adapting the business model and strategy
ofthe Company to ensure its long-term viability in relation
toits principal and emerging risks. In assessing viability,
theBoard also considers:
●
the Company’s prospects, including the liquidity of the
portfolio which is mainly invested in readily realisable
listedsecurities;
●
the level of borrowings, which are subject to restrictions;
●
the closed-end nature as an investment company, which
mitigates risks associated with unexpected redemptions;
●
the ongoing charge ratio (0.68% for the year ended
31December 2025; 2024: 0.74%); and
●
long-term borrowings in place, specifically the 3.67%
senior unsecured loan note maturing in July 2034,
representing 5.8% of net assets as at 31 December 2025
– a relatively modest proportion of total net assets.
The Company retains legal title to all assets held by the
custodian (under the terms of the formal agreement with the
depositary). Cash is held with approved banks and revenue
and expenditure forecasts are reviewed at each Board
meeting. Additionally, the Fund Manager provides a
conservative stress-tested revenue forecast at least once a
year to assist the Board with its dividend decision making.
The Company’s revenue reserves remain strong with
approximately seven months’ worth of dividend cover, which
gives additional comfort for any difficult years which may arise
inthe future.
The Board believes it is appropriate to assess the Company’s
viability over a five-year period in recognition of its long-term
investment horizon and taking account of the Company’s
current position and the assessment factors detailed above.
When assessing the viability of the Company over the next
five years, the Directors considered its ability to meet liabilities
as they fall due. This included consideration of the duration of
the Company’s borrowing facilities and how a breach of any
loan covenants could impact on the Company’s net asset
value and share price. The Directors also considered the
impact of a global recession, inflation and risks associated
with geopolitical conflicts. While these factors contribute to
market uncertainty and volatility, they do not threaten the
Company’s viability.
The Board does not envisage any change in strategy or
investment objective, nor any events that would prevent the
Company from continuing to operate over the next five years.
The Company’s liquid assets, limited commitments and intention
to maintain its investment trust status support this view. In
2025 the Board received feedback from the Fund Manager
and the Janus Henderson Investment Trust Sales Team on
meetings held with shareholders.
The Company’s continuation vote took place at the AGM on
13 May 2025 and passed with 99.4% votes in favour. The next
continuation vote is due to take place at the AGM in 2030.
In light of the above considerations of the Company’s viability
and going concern, the Board remains confident that
shareholders remain supportive of theCompany. It takes
comfort in the robustness of the Company’s position,
performance, liquidity and the well-diversified portfolio, as
well as the Fund Manager’s monitoring of the portfolio.
Accordingly, the Board has a reasonable expectation that the
Company will continue in operation and meet its liabilities as
they fall due up to and including the year ending
31December 2030.
Henderson High Income Trust plc Annual Report 2025
28
Strategic Report: Business Model (continued)
Key Performance Indicators
Measuring performance
The Board monitors the performance of the Manager by
reviewing several key performance indicators at each meeting
in order to measure the success of the Company in meeting
its objectives.
Dividend per share
1
1st Interim 2nd Interim 3rd Interim 4th Interim
202320222021
20252024
(Pence)
2.20
2.25
2.30
2.35
2.40
2.45
2.50
2.55
2.60
2.65
2.70
2.75
2.80
1 Based on the dividends paid or announced for the year
See Alternative Performance Measures on page 80
Source: Henderson High Income Trust plc Annual Reports
The Board places a high level of importance on maintaining
the Company’s quarterly dividend payments. The aim is to
maintain a suitable asset allocation that will permit a
sustainable high level of dividend distributions to shareholders
with the potential to grow the capital value in the longer term.
The Board reviews the Company’s revenue account at each
meeting, along with the appropriateness of its dividend
payments. The Board also compares the yield on the
Company’s shares to other relevant sectors of the AIC.
Shareholders should recognise that dividend payments
cannot be guaranteed, and circumstances may arise in which
a reduction or suspension of a dividend becomes necessary.
In 2025, £0.8 million was added to revenue reserves. As at the
end of the year under review, the Company had accumulated
revenue reserves of approximately £11 million, equivalent to
around seven months’ cover of the full-year dividend.
Conversely, there may be occasions where an increased
distribution is required to comply with s.1158/9 of the
Corporation Tax Act 2010, which stipulates that an
investment trust may not retain more than 15% of its total
income. In such cases, where the required payment would
exceed the Board’s stated policy, a one-off special dividend
may be declared and paid.
NAV
1
and Share Price per share
Share price (p)NAV per share (p)
31 Dec
2020
31 Dec
2021
31 Dec
2022
31 Dec
2025
31 Dec
2024
31 Dec
2023
(Pence)
100
120
140
160
180
200
1 Net asset value with debt at fair value as published by the AIC
At each meeting, the Board reviews the performance of the
portfolio as well as the Company’s NAV (with debt at par value
and fair value) and share price. The Board also compares the
performance of the Company against its benchmark.
Premium/discount over 5 years to 31December 2025
1
-12
-10
-8
-6
-4
-2
0
2
4
31 Dec
2020
31 Dec
2025
31 Dec
2024
31 Dec
2021
31 Dec
2023
31 Dec
2022
(%)
1 Premium/discount based on net asset value with debt at fair value
At each meeting, the Board monitors the level of the
Company’s premium or discount to net asset value per share
and reviews the average premium or discount for other
companies from the AIC Equity Income sector.
Approval
The Strategic Report, set out on pages 2 to 32, has been
approved by the Board.
On behalf of the Board
Jeremy Rigg
Chairman
25 March 2026
Henderson High Income Trust plc Annual Report 2025
29
Our Approach to Environmental, Social
and Governance Matters
The Board believes that integrating environmental, social and
governance (ESG) factors into the investment decision making
and ownership practices is an important element in delivering
the Company’s investment objective. ESG considerations are
an integrated component of the investment processes
employed by the Fund Manager and the wider investment
teams at Janus Henderson. The Company integrates ESG
butdoes not pursue a sustainable investment objective or
otherwise take ESG factors into account in a binding manner.
ESG integration is the practice of incorporating material
environmental/social and governance information or insights
in a non-binding manner alongside traditional measures into
the investment decision process to improve long-term
financial outcomes of portfolios. ESG related research is one
of many factors considered within the investment process.
Defining ESG
●
Environmental factors include climate change, energy
efficiency, resource depletion and water and waste
management.
●
Social factors include employee and community relations,
diversity, quality of life, enhancements in knowledge and
advances in supportive technology for improved sustainability.
●
Governance factors include mitigating risks such as
bribery and corruption, questioning board diversity,
executive pay, accounting standards and shareholder
rights, and positively influencing corporate behaviour.
Investment Considerations
Companies that have a resilient business model is at the core
of the investment strategy of the Company and it is important
to understand how ESG considerations impact those
business models. An important part of the investment
process is identifying factors, including ESG factors, which
may impact profits, cash flow and dividends and ensuring that
investee companies have robust policies and processes in
place to manage these.
While no company is specifically excluded from investment on
ESG considerations, the Fund Manager would seek to avoid
companies where ESG risks are not sufficiently considered or
managed. As the Fund Manager strives to understand all
drivers of company performance, he also strives to understand
the risks. An evaluation of ESG factors is integral to this.
Governance is a key part of fundamental factor analysis with
good corporate governance supportive of long-term decision
making and investment returns. The significance of
environmental and social factors can vary depending on
thesector and the region in which a company operates.
Nonetheless, each ESG factor, in addition to the quantitative
and qualitative assessments, is an important consideration
when evaluating the opportunity in an equity investment.
ESG Ratings
Janus Henderson engages MSCI
1
, an independent leading
firmresearching and rating ESG factors globally, to support
investment research. MSCI can also be used to monitor the
holdings within the Company and analyse its overall ESG risk
exposure. The Company’s portfolio as at 31 December 2025
exhibited the following factors, as defined by MSCI’s analysis.
Overall MSCI ESG quality score
Portfolio
Benchmark
012345678
7.79
(2024:7.67)
7.55
(2024: 7.64)
Source: MSCI as at 31 December 2025
ESG Quality Score measures the ability of underlying
holdings to manage key medium to long-term risks and
opportunities arising from environmental, social, and
governance factors. It is based on MSCI ESG Ratings and
ismeasured on a scale of 0 to 10 (worst to best).
ESG Rating Distribution
Laggard Average
Leader
B A AA AAABB BBB
B A AA AAABB BBB
Portfolio
30.1%
0.9%
Not rated
Not rated
39.4%
16.1%
12.6%
0.6%
0.2%
Benchmark
1
Laggard Average Leader
22.5%
6.7%
34.6%
27.0%
8.1%
0.7%
0.4%
1 The benchmark is a composite of 80% of the FTSE All-Share Index (total
return) and 20% of the ICE BofA Sterling Non-Gilts Index (total return)
rebalanced annually
Source: MSCI as at 31 December 2025
ESG Ratings Distribution represents the percentage of a
portfolio’s market value coming from holdings classified as ESG
Ratings Leaders (AAA and AA), Average (A, BBB and BB), and
Laggards (B and CCC). ESG ratings are calculated based upon
each company’s exposure to key ESG risks across different
components of a business’s value chain: including core
Environmental, Social and Governance Matters
Henderson High Income Trust plc Annual Report 2025
30
Environmental, Social and Governance Matters
(continued)
product/business segments, the locations of its operations,
and other relevant measures such as outsourced production or
reliance on government contracts. MSCI conducts systematic
monitoring and quality review of information, as well as a formal
committee review. There are 35 key metrics underlying the
rating, each of which is centred on the intersection between a
company’s unique material issues and industry-specific issues.
This means that the MSCI ESG ratings assess companies on
their performance relative to peers within their industry.
Carbon intensity
Portfolio
Benchmark
01020304050607
08
0
67.4
(2024: 65.8)
75.3
(2024: 73.2)
tCO
2
e/USD million
Source: MSCI as at 31 December 2025
Carbon intensity (Scope 1 and 2) is a metric used to compare
company emissions across industries. MSCI divides the
absolute emissions by total revenue, meaning the figure is
expressed in tonnes of carbon dioxide equivalent per US
Dollar million of total revenue. The Company’s overall portfolio
is 10.5% less carbon intensive than the benchmark.
Stewardship
Stewardship is an integral and natural part of JanusHenderson’s
long-term, active approach to investment management. Strong
ownership practices, such as management engagement and
proxy voting, can help protect and enhance long-term
shareholder value. Janus Henderson entities support a number
of stewardship codes and broader initiatives around the world
including being a founder signatory of the UN Principles for
Responsible Investment. The intensive research of the portfolio
managers and analysts involves conducting onan annual basis
thousands of interviews with senior executives and chairs of
companies throughout the world. These teams naturally develop
long-term relationships with the management of firms in which
theyinvest. Should concerns arise over a firm’s practices or
performance, they seek to leverage these constructive
relationships by engaging with company management or
expressing their views through voting on management or
shareholder proposals. Escalation of the engagement activities
depends upon a company’s individual circumstances.
Company engagement
Company engagement
2
incorporates a wide range of topics
including business strategy, capital allocation, remuneration
incentives, business risks and management succession as
well asESG issues.
The centralised Janus Henderson Responsible Investment &
Governance Team (the RIG Team) also assists with specific
engagement matters, including those of an ESG nature, in
respect of the positions held across the portfolio. The RIG Team
screens portfolios for major ESG issues and works to highlight
important ESG engagement topics ahead of company meetings
or any communications with companies. In addition, the RIG
Team directly engages with companies with or on behalf of the
Fund Manager on a wide range of ESG themes including key
topics such as climate change, social considerations, and
natural resource consumption. Engagement is an ongoing
process between the team and senior management with the
team monitoring the progress made on issues raised.
During the year Janus Henderson conducted 32 meetings
with portfolio companies on dedicated ESG issues. These
engagements were separate to the more regular meetings with
management focusing on financials and business strategy.
Examples of engagement during 2025 are below:
1) BAE Systems – anti corruption, bribery and money
laundering risks
We engaged with BAE on various topics including the
company’s policies and processes regarding anti-corruption,
bribery and money laundering risks. The company have
thorough disclosures in these areas and have made significant
progress in addressing culture and implementing rigorous
controls. BAE’s performance on ESG more widely is
considered strong.
2) Tesco – nutrition strategy
We met with Tesco to understand their approach to nutrition and
healthier diets, their consumer insights and how these shape
their sustainability and commercial priorities. While the company
are taking positive steps towards offering more healthier options
to customers we felt there was more the company could do in
terms of working with suppliers on food ingredients.
3) Cranswick – animal welfare
We engaged with the senior leadership team from Cranswick
following media reports highlighting animal welfare concerns at
a company owned pig farm. The company firmly believed this
was a rare occurrence and the actions were a direct breach of
internal policies. Nonetheless, we welcomed the company’s
proactive introduction of an independent veterinary review of
their farming operations and the commitment to implement the
recommendations.
Voting
The Board believes that voting at general meetings is an
important aspect of corporate stewardship and a means of
signalling shareholder views on board policy, practices and
performance. The Board has appointed the Manager to vote
the rights attached to the shares held in the Company’s equity
portfolio and the Manager actively votes at shareholder meetings
and engages with companies as part of the voting process.
Voting decisions are taken in keeping with the provisions of
the Manager’s Responsible Investment Policy. This can be
found on www.janushenderson.com.
Henderson High Income Trust plc Annual Report 2025
31
Corporate governance frameworks differ significantly across
jurisdictions, influenced by factors such as the prevailing legal
system, the scope of shareholder rights, and the degree of
dispersed ownership. The Manager’s voting and engagement
practices are tailored to each market, with careful consideration
given to local codes of best practice. Nevertheless, certain core
principles are universally recognised: disclosure and
transparency, board responsibilities, shareholder rights,
androbust audit and internal control systems.
A key element of the Board’s approach to proxy voting is to
support these principles and to foster the long-term interests
of the Company’s shareholders. In order to retain oversight of
the process, the Board receives an annual report on how the
Manager has voted the shares held in the Company’s equity
portfolio and reviews at least annually the Manager’s
Responsibility Report and Responsible Investment Policy.
In the period under review, investee companies held 69 general
meetings. The shares held in the Company’s equity portfolio
were voted in respect of 94.2% of these meetings. 5.8% of the
shares held were not voted due to voting impediments. The
level of governance in leading global companies is generally of
a high standard in terms of best practice which has meant that
support in favour of the resolutions proposed by management
was warranted. However, out of the 69 meetings voted there
were ten where theManager voted against or abstained from at
least one resolution. In terms of the resolutions not supported,
the majority included the approval of director elections and
compensation/remuneration.
2025 voting record
Number of votable meetings 69
Number of meetings voted 65
Number of resolutions voted 1,263
Number of meetings voted 94.2%
Percentage of votes for 99.2%
Percentage of votes against 0.7%
Percentage of votes abstain 0.1%
Number of meetings with at least 1 vote
against, withheld or abstain
14.5%
Voting record for the period 1 January to 31 December 2025
Source: Janus Henderson
The Environment
As an investment trust, the Company’s own direct
environmental impact is minimal. The Company has no
greenhouse gas emissions to report from its operations,
no employees, and nordoes it have responsibility for any other
emissions-producing sources under the Companies Act 2006
(Strategic Report and Directors’ reports) Regulations 2013.
Forthe same reasons, the Company considers itself to be
alow-energy user under the Streamlined Energy & Carbon
Reporting (SECR) regulations and therefore is not required
todisclose energy and carbon information.
The Manager recognises the importance of managing
operational activities in a sustainable way and minimising any
adverse impact on the environment. In 2021, the Manager
reached its target of reducing its carbon footprint for its own
operations by 15% per full-time employee (“FTE”) based on
2018 consumption. In 2022 Janus Henderson set new
ambitious five-year reduction targets for its operations relative
to a 2019 baseline:
●
reduction target of 29.4% in Scope 1 (fuel) and Scope 2
(electricity) emissions;
●
reduction target of 17.5% in Scope 3 (business travel,
freight, paper, water, waste, etc.) emissions; and
●
reduction target of 17.5% on water and waste
consumption by FTEs.
The Manager discloses its carbon emissions annually through
regulatory and voluntary reporting frameworks, including
SECR, the CDP and in the Janus Henderson 2024
Responsibility Report.
The Manager produces product-level Task Force on Climate-
Related Financial Disclosures (TCFD) reports for funds in
scope as well as an entity-level TCFD report. These reports
include an overview of the climate-related governance,
strategy, risk management, and metrics and targets of the
Manager and its portfolios. Product-level metrics include
absolute carbon emissions, carbon footprint, weighted
average carbon intensity, implied temperature rise and climate
scenario analysis (Climate Value at Risk). Janus Henderson’s
TCFD Report specific to the Company is available at
www.hendersonhighincome.com.
Environmental, Social and Governance Matters
(continued)
1 Certain information contained herein (the “Information”) is sourced from/copyright of MSCI Inc, MSCI ESG Research LLC, or their affiliates (“MSCI”), or information
providers (together the “MSCI Parties”) and may have been used to calculate scores, signals, or other indicators. The Information is for internal use only and may not
be reproduced or disseminated in whole or part without prior written permission. The Information may not be used for, nor does it constitute, an offer to buy or sell, or
a promotion or recommendation of, any security, financial instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any
future performance. Some funds may be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund’s assets under management or
other measures. MSCI has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to
determine which securities to buy or sell or when to buy or sell them. The Information is provided “as is” and the user assumes the entire risk of any use it may make
or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or completeness of the Information and each expressly
disclaims all express or implied warranties. No MSCI Party shall have any liability for any errors or omissions in connection with any Information herein, or any liability
for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages
2 References made to individual securities do not constitute a recommendation to buy, sell or hold any security, investment strategy or market sector, and should not
beassumed to be profitable. Janus Henderson Investors, its affiliated advisor, or its employees, may have a position in the securities mentioned
Henderson High Income Trust plc Annual Report 2025
32
Governance
33
Jeremy Rigg
(Chairman)
Date of appointment: 1 April 2018
(appointed Chairman of the Board and
Management Engagement Committee on
24 May 2021).
Committees: Chairman of the
Management Engagement Committee
and Member of the Nominations &
Remuneration Committee and Audit &
RiskCommittee.
External appointments: Jeremy is a
Director of Moorland Green Properties
Limited.
Background: Jeremy was a Director of
Schroder Investment Management (UK)
Ltd and a Senior Investment Manager at
Investec Asset Management Limited.
In2004, he was a Founding Partner of
Origin Asset Management LLP, a boutique
equity investment manager which grew
successfully and was acquired by
Principal Global Investors Limited in 2011.
Jeremy graduated from St Andrews
University in 1989.
Skills and experience: Jeremy provides
an objective and broad view to board
discussions and challenges the Manager
on investment decisions. Jeremy has over
25 years’ experience in the investment
management industry and has proven
himself as a key member of the Board.
Richard Cranfield
(Independent Non-Executive
Director)
Date of appointment: 1 March 2020.
Committees: Member of the Nominations
& Remuneration Committee, Management
Engagement Committee and Audit &
RiskCommittee.
External appointments: Richard is Chair
of IntegraFin Holdings plc.
Background: Richard retired as a partner
in law firm Allen & Overy LLP in October
2021 and became Senior Adviser, a role he
held until April 2022. He was previously
Global Chairman of the Corporate Practice
and Co-Head of its Financial Institutions
Group. Richard had been with Allen &
Overy LLP since he joined them from
university in 1978. In 2000, Richard was
appointed Global Head of Corporate and in
2010 took a step back from management
to focus on client relationships. In June
2019, Richard was appointed to the board
of IntegraFin Holdings plc and became
Chair in October 2019. IntegraFin Holdings
plc is a FTSE 250 company, the ultimate
owner of the investment platform provider
Transact.
Skills and experience: Richard has spent
40 years at the highest levels of legal
practice. He has extensive understanding
of corporate governance and understands
financial institutions from his career at
Allen & Overy LLP and as the Chair of
IntegraFin Holdings plc. This has also
given him a good understanding of the
workings of investment platforms which
the Board believes is important as more of
the Company’s shareholders choose to
hold their shares through platforms.
Francesca Ecsery
(Senior Independent Director)
Date of appointment: 31 December
2022 (appointed Senior Independent
Director on 13 May 2025).
Committees: Chairman of the
Nominations & Remuneration Committee,
Member of the Management Engagement
Committee and Audit & RiskCommittee.
External appointments: Francesca is a
non-executive director at Haffner Energy
SA and Air France S.A.
Background: Francesca was previously a
non-executive director at the Association
of Investment Companies (AIC), F&C
Investment Trust PLC, Marshall Motor
Holdings PLC, CT Automotive PLC, Share
PLC and Good Energy Group PLC and
has held various senior positions in
consumer-focused industries including
the digital, retail, leisure and travel
sectors. Her previous executive roles
include McKinsey, PepsiCo, Thorn EMI,
Thomas Cook andSTA Travel.
Skills and experience: Francesca has
over 30years’ experience working in both
blue-chip companies and start-ups and
has special expertise in multiplatform
consumer marketing, branding and
commercial strategies.
Board of Directors
The right balance of skills and experience
Henderson High Income Trust plc Annual Report 2025
34
Board of Directors (continued)
All Directors are members of the Insider Committee that meets when required in accordance with the Market Abuse Regulation.
Preeti Rathi
(Independent Non-Executive
Director)
Date of appointment: 31 December
2024.
Committees: Member of the Nominations
& Remuneration Committee, Management
Engagement Committee and Audit & Risk
Committee.
External appointments: Preeti has been
a Senior Investment Director at Investec
for over ten years, specialising in the
management of bespoke global
investment strategies for high net worth
private clients, offshore trusts and
corporates. She also acts as an adviser
toseveral charities.
Background: Preeti was formerly a
Director of TIE London Limited and a
Discretionary Portfolio Manager at
Kleinwort Benson Private Bank.
Skills and experience: Preeti has 18
years’ experience in wealth management
as an Investment Director/Discretionary
Portfolio Manager with Bank of America
Merrill Lynch, Kleinwort Benson Private
Bank and Investec Wealth & Investment
across a broad range of asset classes
including inter alia bonds, equities, unit
trusts, investment trusts and ETFs.
Jonathan Silver
(Chairman of the Audit
andRisk Committee)
Date of appointment: 2 January 2019
(appointed as Chairman of the Audit &
Risk Committee on 8 May 2019).
Committees: Chairman of the Audit &
Risk Committee, Member of the
Nominations & Remuneration Committee
and Management Engagement
Committee.
External appointments: Jonathan is a
non-executive director of Baillie Gifford
China Growth Trust plc and Synthomer plc.
Background: Jonathan is a member of
the Institute of Chartered Accountants of
Scotland. He has held various senior
financial positions throughout his career,
including 21 years as Chief Financial
Officer on the main Board of Laird plc
from 1994 until 2015.
Skills and experience: Jonathan is a
qualified accountant and therefore brings
financial and accounting skills and
experience to the Board. He is an
experienced non-executive director and in
particular brings previous investment trust
experience and leadership skills to the
Board from his former and current roles
as Chief Financial Officer of Laird plc, and
as Audit Committee Chairman of Invesco
Income and Growth Trust plc, Spirent
Communications plc, Synthomer plc and
East and North Hertfordshire NHS Trust.
Jonathan has recent and relevant financial
experience, a principal requirement for the
composition of an Audit Committee under
the UK Corporate Governance Code. The
Board also believes this experience is
fundamental to an effective Board.
Henderson High Income Trust plc Annual Report 2025
35
Corporate Governance Report
Division of responsibilities
Role Primary responsibilities
Shareholders/investors The Company’s shareholders are responsible for:
●
approving the Company’s investment objective and policy;
●
making decisions regarding changes to the Company’s constitution;
●
appointing and re-appointing Directors to the Board, or removing them from office if deemed
appropriate; and
●
determining the overall limit for Directors’ remuneration.
Chairman The Chairman of the Board is responsible for:
●
leading and managing Board business and ensuring the timely flow of information from service
providers to the Board. He facilitates open, honest and constructive debate among directors;
●
leading the Board in developing succession planning;
●
leading the Board in determining its governance framework, culture and values;
●
representing the Company, alongside the Fund Manager, externally; and
●
managing the relationship with the Manager.
Senior Independent
Director
The senior independent director:
●
acts as a sounding board to the Chairman;
●
serves as an intermediary for the other directors and shareholders; and
●
is responsible for leading the performance review of the Chairman.
Independent
non-executive directors
The independent non-executive directors are responsible for:
●
providing constructive and effective challenge, especially to the decisions of the Manager;
●
scrutinising and holding to account the performance of the
– fund management team in meeting the investment objective;
– Manager in the promotion of the Company and day-to-day smooth operations of the
Company’s business; and
●
providing strategic guidance and offering specialist advice.
Committee Chairmen The Committee Chairmen are responsible for:
●
the leadership and governance of their committee;
●
maintaining the relationships with specialist service providers delivering services within the
remit of their committees;
●
reporting on the activities of their committee to the Board; and
●
seeking approval from the Board for the responsibilities set out in their respective terms of
reference.
Manager The Manager is the Company’s appointed Alternative Investment Fund Manager and is responsible for:
●
promoting the Company’s investment proposition to professional and retail investors;
●
making the necessary reporting to the FCA regarding the Company’s status as an Alternative
Investment Fund;
●
providing accounting, company secretarial and other administrative services to the Company;
●
ensuring compliance with the applicable statutory and regulatory provisions; and
●
coordinating the delivery of services provided by the Company’s other third-party service
providers.
Fund Manager The Fund Manager and his team are responsible for:
●
selecting the stocks held within the portfolio;
●
diversification and risk management through stock selection and size of investment;
●
determining the volume and timing of acquisitions and disposals; and
●
determining the day-to-day level of gearing within the overall limits set by the Board.
Henderson High Income Trust plc Annual Report 2025
36
Corporate Governance Report (continued)
Applicable Corporate Governance Codes
By virtue of the Company’s listing on the London Stock
Exchange, the Board is required to report on how it applied
the principles of the UK Corporate Governance Code. TheAIC
Code of Corporate Governance, published in August 2024
and endorsed by the Financial Reporting Council, enables
investment company boards to report against the AIC Code
while still meeting their obligations in relation to the UK Code
and UK Listing Rule 6.6.6.
Closed-end investment companies have particular factors
which have an impact on their governance arrangements and
the AIC Code adapts the principles and provisions of the UK
Code to make them relevant for investment companies. As
the Company is governed solely by a Board of non-executive
Directors, it does not have any executive directors or senior
management remuneration packages.
Copies of the AIC Code and the UK Code can be found at
www.theaic.co.uk and www.frc.org.uk.
Statement of compliance
For the year ended 31 December 2025 the Company
complied with all the provisions of the AIC Code, with the
exception of provision 9.2.37 which recommends the
establishment of a separate Remuneration Committee. Given
the Board has a simple remuneration structure and does not
need to consider executive remuneration, the Board has a
combined Nominations and Remuneration Committee
comprising all theindependent non-executive Directors.
The Board
Overview
The Company’s Articles of Association provide that the total
number of Directors shall not be less than two nor more than
ten in number. The Board currently consists of five non-
executive Directors. The biographies of the Directors holding
office at the date of this report demonstrate the breadth of
investment, commercial, legal, financial and other professional
experience relevant to their positions as Directors.
The Board meets formally at least six times a year, with
additional Board or Committee meetings arranged when
required. The Directors have regular contact with the Manager
between formal meetings. The Board has a formal Schedule
of Matters Reserved for its decision and the terms of
reference for each of the Committees of the Board are kept
under regular review. These documents are available to view
at www.hendersonhighincome.com.
Board leadership and purpose
The Board is responsible for providing leadership, setting the
investment objective and policy, appointing the Company’s
third-party service providers, establishing a robust internal
control and risk management system and monitoring the
performance delivered by its service providers within the
established control framework.
At each meeting the Board reviews the Company’s investment
performance and considers financial analyses and other
reports of an operational nature. The Board monitors
compliance with the Company’s investment objective and
policy, and is responsible for setting investment limits and
restrictions, including gearing limits, within which the Manager
has discretion to act. The Board also approves any investments
in in-house funds managed or advised by the Manager.
The Company has a procedure for Directors to take
independent professional advice at the expense of the
Company in the furtherance of their duties. In order to enable
them to discharge their responsibilities, all Directors have full
and timely access to relevant information.
The Board has engaged specialist third-party service providers
to deliver the operations of the Company. Management of the
investment portfolio has been delegated contractually to Janus
Henderson, which also provides the day-to-day accounting,
company secretarial, administrative and sales and marketing
activities. The Company has appointed a depositary, who in
turn appoints the custodian who is responsible for the safe
custody of the Company’s assets. The Company has
appointed a registrar to maintain the Register of Members and
assist shareholders with queries in respect of their holdings.
The Company entered into each of these principal contracts
after full and proper consideration of the quality and cost of the
services offered, including the operation of their control
systems in relation to the affairs of the Company. The Board
and its Committees maintain oversight of the third-party
service providers through regular and ad hoc reporting, in
addition to ongoing monitoring by theManager.
The Chairman is able to attend meetings of all the chairmen of
the investment trust companies managed by Janus Henderson
which provide a forum to discuss industry matters which are
then reported to the Board as necessary.
The Manager takes decisions as to the purchase and sale
ofindividual investments. The Manager also ensures that all
Directors receive all relevant management, regulatory and
financial information in a timely manner. Representatives of
theManager attend each Board meeting enabling the Directors to
probe further on matters of interest or concern. The proceedings
of all Board and committee meetings are minuted, with any
concerns raised by the Directors appropriately recorded.
Board composition
Appointment, tenure and retirement of directors
No Director is expected to serve for more than nine years
unless particular circumstances warrant it, for example to
facilitate effective succession planning, or promote diversity.
There may be occasions when the Board may decide to
extend the tenure of the Chairman for the sake of continuity
and/or historical knowledge of the Company. This may be so
particularly if an existing non-executive Director is appointed
as Chairman of the Board. In these exceptional cases an
explanation for such a decision will be given to shareholders.
Henderson High Income Trust plc Annual Report 2025
37
Corporate Governance Report (continued)
Diversity
As at 31 December 2025, two out of the five directors (40%)
were women with the role of Senior Independent Director
being held by a woman. The Board also met the UK Listing
Rules recommendation that at least one Director is from an
ethnic minority background.
The Company is committed to maintaining a diverse Board.
The Nominations and Remuneration Committee considers
diversity in its broadest sense when recommending
appointments, including gender, social and ethnic
background, cognitive and personal strengths, and
experience. All appointments are made through a formal,
rigorous and transparent process. The Board’s primary
responsibility is to ensure the strength and effectiveness of its
composition, and its overriding objective is to appoint the best
candidate based on merit and objective criteria.
Gender identity
Number of
Board
members
% of the
Board
Number of
senior
positions on
the Board
1
Men 3 60 2
Women 2 40 1
Ethnic background
White British or other White
(including minority white
groups) 4 80 3
Asian/Asian British 1 20 –
1 As an externally managed investment company, the Company does not have
a CEO or CFO. Accordingly, only the roles of Chairman, Audit and Risk
Committee Chairman and Senior Independent Director are applicable to this
disclosure. The information in the table was provided by individual Directors
in response to a request from the Company
There have been no changes to the Board or the roles
oftheDirectors between 31 December 2025 and the date
ofthisreport.
Directors’ independence
The independence of the Directors is determined with reference
to the AIC Code. The Nominations and Remuneration
Committee considers the independence of each Director at
least annually by reviewing the Directors’ other appointments
and commitments, as well as their tenure of service and any
connection they may have with the Manager. The Board does
not consider length of service alone to compromise
independence or to disqualify a Director from re-appointment.
There were no contracts in place during or at the end of the
year in which any Director had a material interest which was
significant in relation to the Company’s business. No Director
has a contract of service with the Company and there are no
agreements between the Company and its Directors
concerning compensation for loss of office.
In the year under review, the Nominations and Remuneration
Committee determined that all Directors continued to be
independent in character and judgement. Their skills, broad
business experience, and knowledge of the Company
continue to benefit shareholders and support the Company’s
long-term success.
Directors’ conflicts of interest
The Company’s Articles of Association permit the Board to
consider and, if it sees fit, to authorise situations where a
director has an interest that conflicts, or may possibly conflict,
with the interests of the Company (situational conflicts). The
Board has a formal system in place for Directors to declare
situational conflicts to be considered for authorisation by
those Directors who have no interest in the matter being
considered. In deciding whether to authorise a situational
conflict, the non-conflicted Directors must act honestly and in
good faith with a view to the best interests of the Company
and they may impose limits or conditions when giving the
authorisation, or subsequently, if they think this is appropriate.
All conflicts and authorisations are recorded in the minutes of
the relevant meetings. The Board believes that its procedures
for managing conflicts of interest continue to operate
effectively. No conflicts have been identified that would
compromise any Director’s independent judgement.
Directors’ re-appointment
Each of the Directors, being eligible, have stated that they will
offer themselves for re-appointment at the AGM in 2026.
Recommendation for re-appointment is not automatic and
follows a process led by the Nominations and Remuneration
Committee of each Director’s performance and consideration
of the Director’s independence, skills and experience. See
page 44 for details of the Board performance review process.
Under the Articles of Association, shareholders may remove
adirector before the end of his or her term by passing an
ordinary resolution at a general meeting.
Directors’ professional development
Newly appointed directors are offered a bespoke induction
programme which covers the legal and regulatory framework
for investment companies and the operations of the Manager.
This includes risk management, compliance, internal audit,
financial reporting, and sales and marketing activities specific
to Janus Henderson-managed investment trusts. Directors
are also provided on a regular basis with key information on
the Company’s policies, regulatory and statutory requirements
and internal controls. Directors’ individual training
requirements are considered as part of theannual Board
review process which is led by the Nominations and
Remuneration Committee Chairman.
Directors’ insurance and indemnification
Directors’ and officers’ liability insurance cover is in place
which indemnifies the Directors against certain liabilities
arising from carrying out their duties. Under the Company’s
Articles of Association and subject to the provisions of UK
legislation, a qualifying third-party provision indemnity may be
provided to directors in respect of costs incurred in defending
proceedings brought against them in their capacity as
Directors, provided they are acquitted or a favourable
judgment is given. No indemnity was given during the year or
up to the date of this report.
Henderson High Income Trust plc Annual Report 2025
38
Corporate Governance Report (continued)
Meeting attendance
The table below sets out the number of formal Board andCommittee meetings held during the year under review and the
number of meetings attended by each Director. All Directors attended the AGM on 13 May 2025. TheInsider Committee did not
meet during the year.
Board ARC NRC MEC
Number of Meetings 6 3 2 1
Jeremy Rigg 6 3 2 1
Jonathan Silver 6 3 2 1
Francesca Ecsery 6 3 2 1
Richard Cranfield 6 3 2 1
Preeti Rathi 6 3 2 1
Zoe King
1
3 1 1 n/a
ARC: Audit and Risk Committee
NRC: Nominations and Remuneration Committee
MEC: Management Engagement Committee
1 Zoe King retired from the Board on 13 May 2025
Two additional meetings were held to approve the Company’s year-end results and the Company’s 2026 marketing strategy and budget.
Framework of Internal Controls
How the system of internal control operates
The Board delegates contractually to third-party service providers all of the Company’s operational requirements. It maintains
oversight of these providers throughout the year by receiving regular reporting on their activities. All are consideredstakeholders.
The Management Engagement Committee formally evaluates the performance and service delivery of key third-party service
providers atleastannually. The Audit and Risk Committee evaluates theperformance of the Auditor on completion of each
auditcycle and monitors the effectiveness of the control environment of the key third-party service providers each year through
review of their annual assurance reports (usually ISAE 3202), supplemented by the view of the Manager’s Operational Risk team.
PricewaterhouseCoopers (PwC) LLP was appointed as the Company’s Auditor for the year ended 31 December 2025.
Janus Henderson
(Investment management,
company secretarial,
sales, marketing, PR,
financial reporting and
administration)
Reporting
• Investment
performance update (at
each meeting)
• Compliance with
investment limits and
restrictions (monthly)
• Internal controls report
(quarterly)
• Effectiveness of control
environment (annually)
HSBC
(Depositary & custodian)
Reporting
• Depositary report
(quarterly)
• Presentation from the
depositary and
custodian (annually)
• Effectiveness of control
environment (annually)
BNP Paribas
(Accounting and
administration services –
engaged by the Manager)
Reporting
• Balance sheet
• Liquidity and gearing
• Revenue forecasts
• Portfolio valuation
• Portfolio transactions
• Effectiveness ofcontrol
environment (annually)
Computershare
(Registrar)
Reporting
• Voting reports pre- and
post-shareholder
meetings
• Shareholder
correspondence
• Operational service
updates (semi-annually)
• Effectiveness of control
environment (annually)
Board of Directors
(independent non-executive Directors)
Henderson High Income Trust plc Annual Report 2025
39
Role
The Audit and Risk Committee is responsible for ensuring the
integrity of the Company’s financial reporting, evaluating the
effectiveness of the systems of internal control and risk
management and monitoring the effectiveness and objectivity
of the external auditor.
Membership
The Committee is chaired by Jonathan Silver, who is
considered by the Board to have recent and relevant
financialexperience, and the Committee as a whole has
competence relevant to the sector in which the Company
operates and to the Company as an investment trust.
All Directors are members of the Committee, including the
Chairman of the Board. Taking account of the size of the
Board as a whole, the absence of any executive directors
andthe collaborative manner in which the Board and its
Committees work, it was not considered practical or
constructive to exclude the Chairman from being a member
ofthe Committee. The Chairman of the Board was
determined to be independent at the time of his appointment.
Meetings
The Committee met three times in the year under review.
TheCompany’s auditor, the Fund Manager and the Manager’s
Financial Reporting Senior Manager forInvestment Trusts are
invited to attend meetings of the Committee. Other
representatives of the Manager may also be invited to attend
meetings if deemed necessary by the Committee.
Responsibilities
In discharging its duties over the course of the year the
Committee considered:
Financial Reporting
●
the Company’s annual report and half-year financial
statements, appropriateness of the accounting policies
applied and the use of the going concern basis for
theirpreparation;
●
the significant financial reporting issues and areas of
judgement in the financial statements, taking into account
the views of the auditor and challenging the Manager
where necessary on the consistency of, and any changes
to, accounting policies both on a year-on-year basis and
across the Company;
●
the methods used to account for significant or unusual
transactions where alternative approaches were available;
●
the clarity and completeness of disclosures in the
Company’s financial statements and the context in which
these statements were made;
●
all material information presented within the Annual Report
insofar as it relates to audit and risk management;
●
the Company’s statement on Internal Control and Risk
Management and Internal Audit Function prior to
endorsement by the Board; and
●
whether the information presented in the Annual Report
was,in the Committee’s view, fair, balanced and
understandable and provided the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
Internal Controls and Risk Management Systems
●
the assessment of the principal and emerging risks facing
the Company and the long-term viability statement in light
of these risks;
●
the adequacy and effectiveness of the Company’s internal
controls and risk management systems, including a review
of the Company’s key third-party suppliers’ assurance
reports and risk management systems;
●
monitoring and evaluating the effectiveness of the
Company’s system of internal control and assessing the
need for a separate internal audit function;
●
the use of artificial intelligence (AI) technology and
effectiveness of cyber security controls in place at the
Manager; and
●
the remit and effectiveness of the Manager’s Internal Audit,
Compliance, Risk, Information Security and Business
Resilience functions. The Committee met with
representatives from these teams at both the half-year and
full-year reporting stages.
External Audit
●
the appointment and evaluation of the effectiveness and
objectivity of the auditor, approval of their terms of
engagement, and determining their remuneration;
●
agreeing the nature and scope of the statutory audit,
meeting regularly with the auditor to discuss any issues
arising, and reviewing the auditor’s findings;
●
the policy on the provision of non-audit services by the
auditor and the auditor’s independence;
●
the need to include the risk of the withdrawal of the auditor from
the market in the Board’s risk evaluation and planning; and
●
meets at least once a year without representatives of the
Manager being present.
Compliance, whistleblowing and fraud
●
the Manager’s and other key service providers’
whistleblowing arrangements for their staff to raise
concerns in confidence about possible improprieties;
●
the Manager’s procedures for detecting fraud; and
●
robust policies and procedures across all service
providers to prevent tax evasion, money laundering and
the financing of terrorism, as well as to ensure business
continuity, cybersecurity and strong internal controls.
Risk management and internal control
The Board has overall responsibility for the Company’s system of
internal control and for maintaining its effectiveness. The Audit
and Risk Committee supports the Board in the continuous
monitoring of the Company’s internal control and risk
management framework and that of its key service providers.
Audit and Risk Committee Report
Henderson High Income Trust plc Annual Report 2025
40
The diagram on page 39 illustrates the Company’s internal
control framework.
The Committee is taking the appropriate steps to ensure
compliance with the new AIC Code Provision 34 and will
report on this in the 2026 Annual Report.
The Committee uses an ongoing process for identifying,
evaluating and managing the principal risks faced by the
Company. The process accords with the UK Corporate
Governance Code. The system is designed to meet the specific
risks faced by the Company and takes account of the nature of
the Company’s reliance on its service providers and their internal
controls and risk management systems. The system therefore
manages rather than eliminates the risk of failure to achieve the
Company’s business objectives and provides reasonable, but
not absolute, assurance against material misstatement or loss.
The key components of the internal control framework include:
●
clearly defined investment criteria, specifying levels of
authority and exposure limits, with compliance reviewed
ateach Board meeting;
●
regular financial reporting which allows the Board to
assess the Company’s financial position. The
management accounts and forecasts are reviewed by
theBoard at each meeting;
●
contractual agreements with the Manager and all other
third-party service providers. The Board reviews
performance levels and adherence to relevant provisions
of the agreements on a regular basis through reporting to
the Board and the Management Engagement Committee
conducts a formal evaluation of the overall level of service
provided at least annually;
●
the review of internal controls (including financial, operational
and compliance controls) at the Manager and other
third-party service providers. The Board receives quarterly
reporting from the Manager and the depositary, and reviews
assurance reports on the effectiveness of the control
environments at the Company’s key service providers.
●
review of additional reporting provided by:
– the Manager’s Operational Risk team on the control
environment in operation at the Manager and their view
of the control environments in place at the third-party
service providers used by the Company; and
– the Manager’s Global Head of Internal Audit at the
half-year and full-year stages, providing assurance
onthe internal control and risk management systems,
with a focus on areas directly or indirectly impacting
investment trusts.
The Board has reviewed the effectiveness of the Company’s
system of internal controls for the year ended 31 December
2025 and is satisfied that it has not identified or been advised
ofany failings or weaknesses that have been determined as
significant. The Committee’s usual review of the reports on the
effectiveness of internal controls in operation at its key service
providers identified that one report had received a qualified
opinion from the service auditor. The Committee considered the
particular controls giving rise to the respective qualifications,
whether these had impacted the Company directly and what
corrective actions were being taken by management. Following
these discussions, the Committee is satisfied that the
Company’s internal controls had operated as intended and
thatthe qualifications had no direct impact on the Company.
Internal Audit
The Company relies on systems designed to safeguard its
assets and shareholders’ investments, maintain accurate
accounting records, and ensure the reliability of financial
reporting. As an externally managed investment company with
no employees, the Company delegates all executive functions
to third-party service providers, principally the Manager.
The Committee relies on the Manager’s second and third
lines of defence, including the Operational Risk team, which
supports the Committee by reviewing assurance reports on
third-party service providers; and the Internal Audit team,
which reports regularly to the Board and presents at the
half-year and full-year stages.
Based on this structure and the reporting received, the
Committee concluded that a separate internal audit function
for the Company is not currently necessary.
External audit
Appointment and tenure of the auditor
In accordance with current regulations, the Company must
tender its statutory audit at least every ten years and rotate audit
firms every twenty years. PwC was appointed in 2016 following a
formal tender and has served as Auditor since the financial year
ended 31 December 2016. Jennifer March has served as audit
partner for five years.
As indicated in last year’s report, a tender for audit services
was conducted during the year. Several audit firms were invited
to tender, including the incumbent auditor, PwC. The
Committee considered each of the tender submissions in detail
and received presentations from selected audit firms. The
Committee found the proposals to be of high quality. For each
firm and proposed audit team, the Committee considered their
experience as auditors of investment trusts. The most recent
Audit Quality Inspection Reports published by the FRC were
considered and discussed with each firm as part of the process
and the proposed fees were also compared.
Following conclusion of the audit tender process, the
Committee recommended to the Board the appointment of
Forvis Mazars as external auditor.
The Committee wishes to thank PwC for the support and
expertise they have provided to the Company over the past
ten years.
Auditor’s independence
The Committee monitors the auditor’s independence through
three aspects of its work: the approval of a policy regulating
the non-audit services that may be provided by the auditor
tothe Company, assessing the appropriateness of the fees
paid to the auditor and reviewing the information and
Audit and Risk Committee Report (continued)
Henderson High Income Trust plc Annual Report 2025
41
Audit and Risk Committee Report (continued)
assurances provided by the auditor on their compliance with
the relevant ethical standards. PwC has confirmed that all
partners and staff involved with the audit were independent
and had complied with internal policies aligned with the FRC’s
Ethical Standards.
Policy on the provision of non-auditservices
The Committee’s policy prohibits the auditor from undertaking
non-audit work which is either restricted by regulation or could
compromise independence. Additionally, non-audit fees must
not exceed 70% of the average annual statutory audit fee over
the preceding three financial years. Any proposed non-audit
services require prior approval from the Committee or its Chair.
PwC has not provided any non-audit services to the Company
since its appointment in 2016.
Directors’ statement as to disclosure of information
to the auditor
Each Director confirms that, to the best of his or her knowledge,
there is no relevant audit information of which the Auditor is
unaware. Furthermore, each Director has taken all reasonable
steps to ensure that he or she is aware of any relevant audit
information and that the auditor is similarly informed.
Significant issues
In relation to the annual report for the year-ended 31December 2025 the following significant issues were considered by
theCommittee:
Significant issues and matters How it was addressed
Valuation and ownership
of investments
The Manager, supported by BNP Paribas, values assets in accordance with AIFMD rules and a
formal valuation policy. Actively traded investments are valued using third-party pricing data.
Recognition of income Income received has been accounted for in line with the Company’s accounting policies. The
Board reviews revenue forecasts in support of the Company’s future dividends at every meeting
and reviews the allocation between revenue and capital for special dividends as necessary.
Investment trust status The Committee reviews the Manager’s procedures for complying with relevant regulations so as
to ensure that the Company maintains its investment trust status and regularly seeks
confirmation of compliance with the relevant regulations.
Maintaining internal controls The Committee receives regular reports from key service providers and engages with the
Manager’s risk and audit teams to ensure effective internal control and risk management systems.
Audit for the year ended 31 December 2025
In the year under review, the auditor challenged both the Manager’s and the Board’s judgements and exercised professional
scepticism. The auditor required detailed evidence to support all material disclosures and financial metrics. Overall the
Committee considers that the audit quality has been high and is satisfied that the annual report for the year ended 31 December
2025, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess
the Company’s position and performance, business model and strategy.
Jonathan Silver
Chairman of the Audit and Risk Committee
25 March 2026
Henderson High Income Trust plc Annual Report 2025
42
Role
The Management Engagement Committee is responsible for
formally evaluating the overall performance and continuing
appointment of the Manager and other third-party service
providers engaged by the Company.
Membership
The Committee is chaired by the Chairman of the Board.
Allthe independent non-executive Directors are members
oftheCommittee.
Meetings
The Committee meets at least once a year.
Responsibilities
In discharging its duties over the course of the year, the
Committee assessed:
●
the investment performance of the Company, taking
account of the benchmark and performance of
competitors;
●
the quality and experience of the team involved in
managing all aspects of the Company’s business;
●
the fee structures of its closed-end competitors and other,
similar sized investment companies;
●
the key clauses of the investment management
agreement, how the Manager had fulfilled these and
whether these continued to be appropriate; and
●
the performance and fees of the Company’s other
third-party service providers, including the corporate
broker, depositary, custodian, registrar, legal counsel and
accountants.
Re-appointment of the Manager and
other service providers
The findings of the annual effectiveness review of the Manager
and other service providers were positive overall. Following
completion of the review, the Committee recommended to the
Board that the continued appointment of the Manager on the
terms agreed was in the best interests of the Company’s
shareholders as a whole and its long-term success.
TheManager also recommended the continuation ofthe other
third-party service providers’ appointments. TheBoard
subsequently approved the Committee’s recommendations.
Management Engagement Committee Report
Henderson High Income Trust plc Annual Report 2025
43
Nominations and Remuneration Committee
Report
Role
The Committee advises the Board on the composition of the
Board and its Committees, ensuring suitable succession
plans are in place for the Directors and Fund Manager, and
has a formal, rigorous and transparent approach to the
appointment of Directors to the Board.
The Committee also has responsibility for setting the
Remuneration Policy and determining the remuneration for all
Directors within the parameters determined byshareholders.
Membership
The Committee is chaired by Francesca Ecsery, the
SeniorIndependent Director. All the Directors are members
of the Committee.
Meetings
The Committee meets twice annually, with additional
meetings scheduled when required.
Responsibilities
In discharging its duties over the course of the year, the
Committee considered:
Nominations
●
the composition of the Board and each of its committees,
taking account of the skills, experience and knowledge of
each Director and whether they continued to contribute to
the success of the Company;
●
the outcomes of the Board performance review with
aview as to whether adjustments should be made to the
number of Directors or knowledge and skills represented
on the Board;
●
the tenure of each Director, giving consideration asto
whether the Board retained a sufficient balance of length
of service without becoming complacent;
●
the independence of the Directors, taking account of the
guidelines established by the AIC Code as well as the
Directors’ other commitments;
●
the time commitment of the Directors and whether this
was sufficient over the course of the year;
●
succession planning for appointments to the Board taking
account of the tenure of the current Directors and
recommendations of the AIC Code; and
●
the performance and contribution of the Directors standing
for re-appointment at the 2026 Annual General Meeting.
Remuneration
●
the Company’s remuneration policy with a view to
ensuring it continued to reflect market practice and enable
the Company to attract and retain an appropriate calibre
of director; and
●
the individual remuneration of the Chairman, Chairman
ofthe Audit and Risk Committee, Senior Independent
Director and the other Directors, making appropriate
recommendations to the Board based on their findings.
The resulting changes to the Directors’ fees are set out in
the Remuneration Report on page 46.
Annual performance review
The Committee Chairman led the annual review of the
performance of the Board, its Committees and individual
Directors, including the Chairman. The process was
conducted through a structured questionnaire completed
byeach Director, with the findings discussed by the
Committee. In addition, the Chairman and the Senior
Independent Director held individual meetings with each
Director to gather further qualitative feedback.
The review considered the effectiveness of Board and
Committee meetings, the composition and diversity of the
Board, its culture and dynamics, Directors’ remuneration,
and training and development needs. Directors agreed that
meetings were conducted in a constructive and collegiate
manner, and that each Director continued to contribute
effectively to the work of the Board.
The Committee concluded that all Directors remained
independent in character and judgement. The Board
continues to comprise individuals with an appropriate
balance of skills, experience and knowledge, supporting
effective decision-making and promoting diversity of thought.
A structured and orderly succession plan is in place to
ensure the ongoing renewal of the Board and to maintain
the necessary mix of skills and experience to support the
long-term success of the Company.
Henderson High Income Trust plc Annual Report 2025
44
Directors’ Remuneration Report
Annual Report on remuneration
This report is submitted in accordance with Schedule 8 of
TheLarge and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 as amended
(“theRegulations”).
The report also meets the relevant requirements of the
Companies Act 2006 (“the Act”) and the UK Listing Rules
ofthe FCA and describes how the Board has applied the
principles relating to Directors’ remuneration.
As required by s.439 of the Act, an ordinary resolution to approve
the Directors’ Remuneration Policy was proposed at the 2023
AGM and was subsequently approved by shareholders.
The Company’s auditor is required to report on certain
information contained within this report: where information
setout below has been audited it is indicated as such.
All Directors are non-executive and the Company has no chief
executive officer or employees. As such some of the reporting
requirements contained in the Regulations are not applicable
and have not been reported on, including the requirement for
a future policy table and an illustrative representation of the
level of remuneration that could be received by each individual
Director. It is believed that all relevant information is disclosed
within this report in an appropriate format.
The Board has established a Nominations and Remuneration
Committee with responsibility for determining the
Remuneration Policy and setting the individual remuneration
of all Directors in accordance with the Articles of Association.
Francesca Ecsery, the Senior Independent Director, is
Chairman of the Nominations and Remuneration Committee.
The Board has not been provided with advice or services
byany person in respect of its consideration of Directors’
remuneration (although the Directors review annually the
feespaid to the boards of directors of other comparable
investment companies).
Remuneration Policy
Shareholders last approved the Remuneration Policy at the
AGM in 2023. In accordance with section 439A of the Act,
shareholders will next be asked to approve the
Remuneration Policy at the 2026 AGM.
In determining the Remuneration Policy, the Board takes
intoaccount all factors which it deems necessary including
relevant legal and regulatory requirements and the provisions
and recommendations of the UK Code and the AIC Code.
The objective of the Remuneration Policy is to attract, retain
and motivate non-executive Directors of the quality required
to manage the Company successfully without paying more
than is necessary, having regard to the views of
shareholders and other stakeholders.
The Board obtains up-to-date information about
remuneration in other companies of comparable scale and
complexity in order to avoid and manage conflicts of interest
in determining remuneration levels. The appropriateness and
relevance of the Remuneration Policy is reviewed at least
annually, particularly in terms of whether it supports the
Company’s long-term success.
Directors are remunerated in the form of fees, payable
quarterly in arrears. In accordance with the Company’s
Articles of Association the aggregate remuneration of the
Directors may not exceed £250,000 per annum.
All Directors, including any new appointments to the Board,
are paid at the same rate, apart from the Chairman of the
Board, the Chairman of the Audit and Risk Committee and
theSenior Independent Director, whoare paid a higher fee
inrecognition of their additionalresponsibilities.
From time to time the Board may approve one-off payments
toDirectors for specific work undertaken in addition to their
regular responsibilities. Any feedback from shareholders
wouldbe taken into account when setting remuneration levels.
Directors are authorised to claim reasonable expenses from
the Company in relation to the performance of their duties.
No Director has a service contract with the Company.
Directors’ appointments may be terminated at any time by
written notice with no compensation payable. No Director is
eligible to receive bonuses, pension benefits, share options or
other benefits and no long-term incentive schemes are inplace.
Statement from the Chairman
Francesca Ecsery, Chairman of the Nominations and
Remuneration Committee, reports that the Committee
carried out its annual review of the fees being paid to the
Directors and aspart of this it reviewed the fees paid to
other investment companies in the AIC UK Equity Income
Sector for companies with total assets under management
of between £200 million and £700 million, the fees paid in
other investment company sectors and the other
JanusHenderson managed investment trusts. The
Committee also considered the changes in the retail prices
index and the consumer prices index since the last fee
increase in July 2024.
Following consideration, it was agreed that an increase of
approximately 3.3% should be made with effect from 1 July
2025 to ensure that the Directors are properly remunerated
for their services to the Company and so that the Company
can remain competitive when seeking new directors.
The new rates are set out on the following page. The Board is
satisfied that the changes to the remuneration of the Directors
are compliant with the Directors’ Remuneration Policy approved
by shareholders atthe 2023 AGM. There are no material
changes proposed to the way in which the Remuneration Policy
will be implemented during the next financial year.
Henderson High Income Trust plc Annual Report 2025
45
Directors’ Remuneration Report (continued)
Directors’ remuneration (audited)
The total remuneration paid to the Directors who served during the years ended 31 December 2025 and 31 December 2024 was
as follows:
Year-ended
31December
2025
Total fees
£
Year-ended
31December
2024
Total fees
£
Year-ended
31 December
2025
Expenses and
taxable benefits
£
Year-ended
31 December
2024
Expenses and
taxable benefits
£
Year-ended
31 December
2025
Total
£
Year-ended
31 December
2024
Total
£
Jeremy Rigg
(Chairman ofthe Board) 45,750 43,875 1,816 3,311 47,566 47,186
Jonathan Silver
(Chairman of the Audit
and Risk Committee) 36,600 35,100 – – 36,600 35,100
FrancescaEcsery (Senior
Independent Director
1
) 32,000 29,250 213 190 32,213 29,440
Preeti Rathi
2
30,583 – 832 – 31,415 –
Richard Cranfield 30,500 29,250 538 689 31,038 29,939
Zoe King
3
12,148 30,750 – – 12,148 30,750
Total 187,581 168,225 3,399 4,190 190,980 172,415
1 Appointed Senior Independent Director 13 May 2025
2 Appointed 31 December 2024
3 Retired 13 May 2025
The table above omits other columns because no payments of other types such as performance related pay, vesting performance related pay and pension related
benefits were made. Taxable benefits – Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of their
duties and attendance at Board and General Meetings
No other remuneration or compensation was paid or payable by the Company during the year to any of the current or former
Directors or third parties specified by any of them.
Relative importance of spend on pay
In order to show the relative importance of expenditure on pay, the table below sets out the total level of remuneration compared
to the distributions to shareholders by way of dividends. In the year under review, 2,622,692 ordinary shares were bought back
by the Company and held in Treasury. There were no other significant distributions, payments or other uses of the Company’s
net return or cash flow deemed to assist in the understanding of the relative importance of spend on pay.
2025
£
2024
£
2020
£
1 year
change
£
1 year
change
%
5 year
change
£
5 year
change
%
Total remuneration paid to Directors
1
187,581 168,225 147,391 19,356 11.5% 40,190 27.3%
Ordinary dividends paid during the year 18,461,363 17,049,382 12,731,032 1,411,981 8.3% 5,730,331 45.0%
1 Remuneration will fluctuate due to the number of directors in any one year
Directors’ interests in shares (audited)
Ordinary shares of 5p
31December 2025 1 January 2025
Beneficial
Jeremy Rigg 27,000 27,000
Jonathan Silver 30,000 30,000
Francesca Ecsery 7,066 6,655
Preeti Rathi 12,000 –
Zoe King
1
n/a 9,000
Non-Beneficial
Richard Cranfield 40,000 40,000
Table of Directors’ annual fees
The current fees for specific responsibilities are set out in the
table below.
Rate from
1 July 2025
Rate from
1 July 2024
%
increase
Chairman of the Board £46,500
£45,000
3.3%
Chairman of the Audit &
Risk Committee £37,200
£36,000
3.3%
Senior Independent
Director £34,000
£33,000
3.0%
Directors £31,000
£30,000
3.3%
1 Zoe King retired from the Board on 13 May 2025
Since the Company’s year end Francesca Ecsery purchased 98 shares in the Company, bringing her total beneficial holding to
7,164 shares. There have been no further changes reported since the year end to the date of this Annual Report.
No Director is required to hold shares of the Company by way of qualification.
Henderson High Income Trust plc Annual Report 2025
46
Directors’ Remuneration Report (continued)
Annual percentage change in Directors’ remuneration
The table below sets out the annual percentage change in Directors’ fees (excluding expenses paid) for the Directors for the last
five years in respect of each Director who has served for a minimum of two financial years.
Year to
31 December 2025
%
Year to
31 December 2024
%
Year to
31 December 2023
%
Year to
31 December 2022
%
Year to
31 December 2021
%
Jeremy Rigg
1
4.3 5.4 6.7 20.8 31.8
Jonathan Silver 4.3 5.4 6.7 5.1 1.0
Richard Cranfield
2
4.3 5.4 6.7 5.1 21.0
Francesca Ecsery
3
9.4 5.1 n/a n/a n/a
1 Appointed Chairman of the Board on 24 May 2021. The increase in Mr Rigg’s remuneration reflects this appointment part way through the year to 31 December 2021
and the additional remuneration associated with this role. The year to 31 December 2022 was his first full year in this role
2 Appointed to the Board on 1 March 2020
3 Appointed to the Board on 31 December 2022 and appointed Senior Independent Director on 13 May 2025
Performance
The Company’s performance has been measured against the benchmark for the ten-year period ended 31 December 2025
onatotal return basis in sterling terms. The graph compares the mid-market price of the Company’s ordinary shares with the
benchmark over the same period, assuming a notional investment of £1,000 on 31 December 2015 and the reinvestment of
alldividends.
Benchmark
1
Share price total return
1000
1200
1400
1600
1800
2000
2200
(£)
2020 2022 202320182016 2021201920172015 20252024
1 The benchmark is a composite of 80% of the FTSE All-Share Index and 20% of the ICE BofA Sterling Non-Gilts Index
Source: Morningstar Direct
Statement of voting at AGM
At the Company’s last AGM held on 13 May 2025, shareholders approved the Directors’ Remuneration Report in respect of the year
ended 31 December 2024. Shareholders approved the Directors Remuneration Policy at the AGM held on 16 May 2023 (shareholder
approval of the policy is required every three years). The following proxy votes were received on the respective resolutions:
Resolution
For (including
discretionary)
% of total
votes
1
Against
% of total
votes
1
Withheld
To receive the Directors’ Remuneration Report 24,518,156 98.9 275,827 1.1 368,893
To approve the Directors’ Remuneration Policy 10,349,367 98.4 171,388 1.6 250,498
1 Excluding votes withheld
For and on behalf of the Board
Francesca Ecsery
Chairman of the Nominations and Remuneration Committee
25 March 2026
Henderson High Income Trust plc Annual Report 2025
47
The Directors present their report and the Company’s audited
financial statements for the year-ended 31 December 2025.
The Investment Portfolio on pages 11 to 20, Corporate
Governance Report on pages 34 to 39, Audit and Risk
Committee Report, Management Engagement Committee
Report and Nominations and Remuneration Committee
Report on pages 40 to 47, Statement of Directors’
Responsibilities on page 49, explanations of AGM resolutions
on pages 86 to 87 and the glossary, alternative performance
measures and general shareholder and corporate information
on pages 78 to 82 allform part of the Directors’ Report.
Share capital
The Company’s share capital comprises ordinary shares with
a nominal value of 5p. The voting rights of the shares on a poll
are one vote for every share held. There are no restrictions
concerning the transfer of securities in the Company, no
special rights with regard to control attached to securities,
noagreements between holders of securities regarding their
transfer known to the Company and no agreement to which
the Company is party that affects its control following a
takeover bid. To the extent that they exist, the revenue profits
and capital of the Company (including accumulated revenue
and capital reserves) are available for distribution by way of
dividends to the holders of the ordinary shares. Upon a
winding up, after meeting the liabilities of the Company, the
surplus assets would be distributed to the shareholders
pro-rata to their holdings of ordinary shares.
At the beginning of the year, there were 172,141,700 shares
inissue. During the year 2,622,692 shares were bought back
into treasury. Therefore, at 31 December 2025 the number
ofshares in issue with voting rights was 169,519,008.
Between 1 January 2026 and 23 March 2026, being the last
practicable date prior to the publication of this annual report,
no shares were issued or bought back. Accordingly, the
number of shares in issue as at 23 March 2026 was
172,141,700, of which 2,622,692 were held in treasury.
Therefore, the total voting rights in the Company at that date
was 169,519,008.
The Company will seek authority from its shareholders at
the2026 AGM to renew its authority to allot shares up to
10%of the issued share capital and to buy back shares up
to14.99% of its issued share capital, in each case excluding
treasury shares, as at the date of the 2026 AGM. Please refer
tothe Notice ofMeeting on page 84 onwards for further details.
Holdings in the Company’s shares
In accordance with the Disclosure Guidance and
Transparency Rules there were no declarations of interest
inthe voting rights of the Company in the year under review.
No changes have been notified in the period 1 January 2026
to the date of this report.
Related party transactions
The Company’s transactions with related parties in the year
were with the Directors and the Manager. There have been no
material transactions between the Company and its Directors
during the year. The only amounts paid to them were in
respect of remuneration for which there were nooutstanding
amounts payable at the year-end. Directors’ interests in
shares are disclosed in the Directors’ Remuneration Report.
Inrelation to the provision of services by the Manager (other
than fees payable by the Company in the ordinary course
ofbusiness and the provision of marketing services) there
have been no material transactions with the Manager affecting
the financial position or performance of the Company during
the year under review. More details on Transactions with
Janus Henderson and Related Parties, including amounts
outstanding at the year-end, are given in Note 21.
Future developments
While the future performance of the Company is mainly
dependent on the performance of financial markets which are
subject to various external factors, the Board’s intention is that
the Company will continue to pursue its stated investment
objective and policy. The Chairman’s Statement and Fund
Manager’s Report provide commentary on the outlook for
theCompany.
Annual General Meeting
The Annual General Meeting will be held on Tuesday, 12 May
2026 at 12 noon at 201 Bishopsgate, London EC2M3AE.
The Notice of Meeting and details of the resolutions to be put
to the AGM are included on page 84 onwards, together with
joining instructions.
If shareholders have any questions for the Board or the Fund
Manager in advance of the AGM, please contact the
Secretary at itsecretariat@janushenderson.com.
UK Listing Rule 6.6.4
UK Listing Rule 6.6.4 requires the Company to include certain
information in a single identifiable section of the Annual Report
or a cross reference table indicating where the information is
set out. The Directors confirm that there are no disclosures to
be made in this regard other than in accordance with UK
Listing Rule 6.6.1(6), the information of which is detailed in the
adjacent column under Share Capital.
Other information
Information on dividends and financial risks is detailed in the
Strategic Report.
By order of the Board
Janus Henderson Secretarial Services UK Limited
Corporate Secretary
25 March 2026
Directors’ Report
Henderson High Income Trust plc Annual Report 2025
48
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
law and regulation.
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
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising FRS 102
– The Financial Reporting Standard applicable in the UK and
Republic of Ireland, and applicable law).
Under company law, 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 period. In preparing the
financial statements, the Directors are required to:
●
select suitable accounting policies and then apply them
consistently;
●
state whether applicable United Kingdom Accounting
Standards, comprising FRS 102 have been followed,
subject to any material departures disclosed and
explained in the financial statements;
●
make judgements and accounting estimates that are
reasonable and prudent; 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 safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
theCompany’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 and
the Directors’ Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s financial statements published
onthe Company’s website. This responsibility is delegated
toJanus Henderson as Manager. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed
on pages 34 to 35, confirms that, to the best of their
knowledge:
●
the Company’s financial statements, which have been
prepared in accordance with United Kingdom Accounting
Standards, comprising FRS 102, give a true and fair view
of the assets, liabilities, financial position and profit of the
Company; and
●
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the Company, together with a description of
theprincipal risks and uncertainties that it faces.
On behalf of the Board
Jeremy Rigg
Chairman
25 March 2026
Henderson High Income Trust plc Annual Report 2025
49
Financial
Statements
50
Report on the audit of the financial statements
Opinion
In our opinion, Henderson High Income Trust plc’s financial statements:
●
give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its return and cash flows for the
year then ended;
●
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”,
and applicable law); and
●
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report 2025 (the “Annual Report”), which comprise:
●
the Statement of Financial Position as at 31December2025;
●
the Income Statement for the year then ended;
●
the Statement of Changes in Equity for the year then ended;
●
the Statement of Cash Flows for the year then ended; and
●
the notes to the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Ourresponsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statementssection of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
abasis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and
wehave fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief,
we declare that non-audit services prohibited by the FRC’s Ethical Standard were notprovided. We have provided no non-audit
services to the Company in the period under audit.
Our audit approach
Context
The Company is a standalone Investment Trust Company and engages Janus Henderson Fund Management UK Limited
(the“Manager”) to manage its assets.
Overview
Audit scope
●
We conducted our audit of the financial statements using information from BNP Paribas (the “Administrator”) to whom the
Directors have delegated the provision of all administrative functions.
●
We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the
third parties referred to above, the accounting processes and controls, and the industry in which the Company operates.
●
We obtained an understanding of the control environment in place at the Manager and Administrator and adopted a fully
substantive testing approach using reports obtained from the Manager and Administrator.
Key audit matters
●
Valuation and existence of investments.
●
Accuracy, occurrence and completeness of income from investments.
Materiality
●
Overall materiality: £3,401,000 (2024: £3,032,070) based on 1% of net assets.
●
Performance materiality: £2,551,000 (2024: £2,274,053).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
51
Henderson High Income Trust plc Annual Report 2025
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Ability to continue as a going concern (Continuation Vote) and Accounting treatment applied on initial recognition of the acquisition
of assets from Henderson Diversified Income Trust plc, which were key audit matters last year, are no longer included because
ofthe Continuation Vote being passed with 99.4% of the vote and the acquisition of assets being completed in the prior period.
The next Continuation Vote will be at the AGM in 2030. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to the Report of the Audit and Risk
Committee, Accounting Policies and the Notes to
the Financial Statements. The investment portfolio
at 31 December 2025 comprised equity
investments of £357.1 million and fixed interest
instruments valued at £42.7 million (£399.8 million
in total). We focused on the valuation and
existence of investments because investments
represent the principal element of the net asset
value as disclosed on the Statement of Financial
Position within the Financial Statements.
Our audit work on the valuation and existence of investments included
the following:
●
We tested the valuation of 100% of the equity investments and fixed
interest instruments by agreeing the prices used in the valuation to
independent third-party sources; and
●
We tested the existence of all investments, by agreeing investment
holdings at 31 December 2025 to an independent custodian
confirmation.
No material misstatements were identified from this testing.
Accuracy, occurrence and
completeness of income
frominvestments
Refer to the Report of the Audit and Risk
Committee, Accounting Policies and the Notes to
the Financial Statements. We focused on the
accuracy, completeness and occurrence of
dividend income recognition, as incomplete or
inaccurate income could have a material impact on
the Company’s net asset value and dividend cover.
In addition, the Directors are required to exercise
judgement in determining whether income
receivable in the form of special dividends should
be classified as ‘revenue’ or ‘capital’ in the
Statement of Comprehensive Income. We also
focused on the accounting policy for income
recognition and its presentation in the Income
Statement as set out in the requirements of The
Association of Investment Companies Statement
of Recommended Practice (the ‘AIC SORP’) as
incorrect application could indicate a misstatement
in income recognition.
We understood and assessed the design and implementation of key
controls surrounding income recognition.
We performed the below audit procedures for all dividends recorded by
the Company during the year:
●
We tested the accuracy of dividend income by agreeing 100% of the
dividend rates from investments to independent third party sources;
●
We tested occurrence of dividend income, by testing that all
dividend income recorded in the year had been declared in the
market by investment holdings; and
●
To test for completeness, we tested, for all investment holdings in
the portfolio, that all dividends declared in the market for these
holdings had been recorded.
●
We tested the classification of dividends to ensure no special
dividends were misclassified as ordinary dividends. No capital
dividends were recorded in the year and income dividends were
below our materiality threshold and therefore, no further work was
performed.
We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP and
performed testing to check that income had been accounted for in
accordance with this stated accounting policy. No material
misstatements were identified from this testing.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the
industry in which it operates.
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
(continued)
52
Henderson High Income Trust plc Annual Report 2025
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
(continued)
The Company’s accounting is delegated to the Administrator who maintains the Company’s accounting records and who has
implemented controls over those accounting records. We obtained our audit evidence from substantive tests. However, as part
of our risk assessment, we understood and assessed the internal controls in place at both the Manager and the Administrator to
the extent relevant to our audit. This assessment of the operating and accounting structure in place at both organisations
involved obtaining and analysing the relevant controls reports issued by the independent service auditor of the Manager and the
Administrator in accordance with generally accepted assurance standards for such work. Following this assessment, we applied
professional judgement to determine the extent of testing required over each balance in the financial statements.
The impact of climate risk on our audit
In planning our audit, we made enquiries of the Directors and Investment Manager to understand the extent of the potential impact
of climate change on the Company’s financial statements. The Directors and Investment Manager concluded that the impact on the
measurement and disclosures within the financial statements is not material because the Company’s investment portfolio is made
up of Level 1 quoted securities which are valued at fair value based on market prices. We found this to be consistent with our
understanding of the company’s investment activities. We also considered the consistency of the climate change disclosures
included in the Strategic Report and Environmental, Social and Governance Matters with the financial statements and our
knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall Company materiality £3,401,000 (2024: £3,032,070).
How we determined it 1% of net assets.
Rationale for benchmark applied We believe that net assets is a key measure used by the shareholders
inassessing the performance of the entity, and is a generally accepted
auditing benchmark. This benchmark provides an appropriate and
consistent year on year basis.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall materiality, amounting to £2,551,000
(2024: £2,274,053) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
wasappropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
£170,100 (2024: £151,604) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting
included:
●
evaluating the Directors’ risk assessment and considering whether it addressed relevant threats;
●
evaluating the Directors’ assessment of potential operational impacts, considering their consistency with other available
information and our understanding of the business and assessed the potential impact on the financial statements;
●
reviewing the Directors’ assessment of the Company’s financial position in the context of its ability to meet future expected
operating expenses, their assessment of liquidity as well as their review of the operational resilience of the Company and
oversight of key third-party service providers; and
●
assessing the implication of significant reductions in net asset value as a result of market performance on the ongoing ability
of the Company to operate.
53
Henderson High Income Trust plc Annual Report 2025
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
(continued)
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company’s
ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors’ Report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
●
The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
●
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
54
Henderson High Income Trust plc Annual Report 2025
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
(continued)
●
The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Company’s ability to
continue to do so over a period of at least twelve months from the date of approval of the financial statements;
●
The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why
the period is appropriate; and
●
The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Company was substantially less in scope than an
audit and only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of the Company and its environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the
audit:
●
The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Company’s position, performance, business model and
strategy;
●
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
●
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
TheDirectors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
isa high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
inthe aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and
regulations related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered those laws and regulations that have
adirect impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to posting of journals within the period end financial reporting process to increase the net
assets of the Company or to manipulate revenue. Audit procedures performed by the engagement team included:
55
Henderson High Income Trust plc Annual Report 2025
●
discussions with the Directors, the investment manager and the administrator including consideration of known or suspected
instances of non-compliance with laws and regulations and fraud;
●
evaluation of the controls implemented by the investment manager and the administrator designed to prevent and detect
irregularities;
●
assessment of the Company’s compliance with the requirements of s.1158 of the Corporation Tax Act 2010, including
recalculation of numerical aspects of the eligibility conditions;
●
identifying and testing journal entries, in particular year end journal entries that meet our fraud criteria posted by the
Administrator during the preparation of the financial statements; and
●
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
●
we have not obtained all the information and explanations we require for our audit; or
●
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us; or
●
certain disclosures of Directors’ remuneration specified by law are not made; or
●
the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 December 2016. Our uninterrupted engagement covers
ten financial years.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R
and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance
over whether the structured digital format annual financial report has been prepared in accordance with those requirements.
Jennifer March (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
25 March 2026
Independent Auditor’s Report to the Members
ofHenderson High Income Trust plc
(continued)
56
Henderson High Income Trust plc Annual Report 2025
Income Statement
Year-ended 31December 2025 Year-ended 31December 2024
Notes
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
2 Gains on investments held at fair
value through profit or loss – 43,613 43,613 – 11,155 11,155
3 Income from investments held at
fair value through profit or loss 21,258 – 21,258 20,513 – 20,513
4 Other interest receivable and
similar income 258 – 258 313 – 313
Gross revenue and capital gains 21,516 43,613 65,129 20,826 11,155 31,981
5 Management fee (639) (959) (1,598) (666) (999) (1,665)
6 Other administrative expenses (617) – (617) (618) – (618)
Net return before finance costs
and taxation 20,260 42,654 62,914 19,542 10,156 29,698
7 Finance costs (710) (2,131) (2,841) (903) (2,709) (3,612)
Net return before taxation 19,550 40,523 60,073 18,639 7,447 26,086
8 Taxation on net return (308) 261 (47) (338) 229 (109)
Net return after taxation 19,242 40,784 60,026 18,301 7,676 25,977
9 Return per ordinary share 11.28p 23.90p 35.18p 10.74p 4.50p 15.24p
The total columns of this statement represent the Income Statement of the Company.
All capital and revenue items derive from continuing operations. No operations were acquired or discontinued during the period,
see note 23 for further details on the HDIV transaction in the prior year.
The Company has no other comprehensive income other than those items recognised in the Income Statement.
The notes on pages 61 to 76 form part of these financial statements
57
Henderson High Income Trust plc Annual Report 2025
Statement of Changes in Equity
Notes Year-ended 31December 2025
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 1 January 2025 8,607 198,629 26,302 59,483 10,186 303,207
Net return after taxation – – – 40,784 19,242 60,026
10 Dividends paid – – – – (18,442) (18,442)
16 Buyback of shares for treasury – – – (4,598) – (4,598)
At 31 December 2025 8,607 198,629 26,302 95,669 10,986 340,193
Notes Year-ended 31December 2024
Called up
share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 1 January 2024 6,490 128,827 26,302 51,807 8,916 222,342
Net return after taxation – – – 7,676 18,301 25,977
10 Dividends paid – – – – (17,031) (17,031)
16, 17 Issue of shares on the HDIV transaction 2,117 69,949 – – – 72,066
17 Issue costs of the HDIV transaction – (3) – – – (3)
17 Listing fees in respect of the new shares issued
following the HDIV transaction – (144) – – – (144)
At 31 December 2024 8,607 198,629 26,302 59,483 10,186 303,207
The notes on pages 61 to 76 form part of these financial statements
58
Henderson High Income Trust plc Annual Report 2025
Statement of Financial Position
Notes
At 31December 2025
£’000
At 31December 2024
£’000
Fixed assets
11 Investments held at fair value through profit or loss 399,867 366,790
Current assets
12 Debtors 2,329 2,323
Cash at bank and in hand 3,746 2,493
6,075 4,816
13 Creditors: amounts falling due within one year (45,860) (48,520)
Net current liabilities (39,785) (43,704)
Total assets less current liabilities 360,082 323,086
14 Creditors: amounts falling due after more than one year (19,889) (19,879)
Net assets 340,193 303,207
Capital and reserves
16 Called up share capital 8,607 8,607
17 Share premium account 198,629 198,629
17 Capital redemption reserve 26,302 26,302
17 Other capital reserves 95,669 59,483
17 Revenue reserve 10,986 10,186
Total shareholders’ funds 340,193 303,207
18 Net asset value per ordinary share 200.68p 176.14p
The financial statements and corresponding notes on pages 57 to 76 were approved by the Board on 25 March 2026 and signed on
its behalf by:
Jeremy Rigg
Chairman
The notes on pages 61 to 76 form part of these financial statements
59
Henderson High Income Trust plc Annual Report 2025
Statement of Cash Flows
Year-ended
31December 2025
£’000
Year-ended
31December 2024
£’000
Cash flows from operating activities
Net return before taxation 60,073 26,086
Add back: finance costs 2,841 3,612
Less gains on investments held at fair value through profit or loss (43,613) (11,155)
Withholding tax on dividends deducted at source (47) (109)
Increase in debtors (6) (231)
Increase/(decrease) in creditors 9 (282)
Net cash inflow from operating activities
1
19,257 17,921
Cash flows from investing activities
Sales of investments held at fair value through profit or loss 79,649 101,287
Purchases of investments held at fair value through profit or loss (68,895) (147,956)
Net cash inflow/(outflow) from investing activities 10,754 (46,669)
Cash flows from financing activities
Net cash acquired and received following the HDIV transaction – 32,586
Listing fees in respect of the new shares issued following the HDIV transaction – (144)
Issue costs in respect of the HDIV transaction – (3)
Share buybacks for treasury (4,598) –
Equity dividends paid (18,442) (17,031)
Drawdown of loans – 17,932
Repayment of loans (3,035) –
Interest paid (2,831) (3,600)
Net cash (outflow)/inflow from financing activities (28,906) 29,740
Net increase in cash and cash equivalents 1,105 992
Cash and cash equivalents at beginning of year 2,493 1,990
Exchange movements 148 (489)
Cash and cash equivalents at end of year 3,746 2,493
Comprising:
Cash at bank 3,746 2,493
1 Cash inflow from dividends was £19,173,000 (2024: £18,236,000) and cash inflow from interest was £2,049,000 (2024: £1,904,000)
The notes on pages 61 to 76 form part of these financial statements
60
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements
1 Accounting policies
a) Basis of accounting
The Company is an investment company as defined in section 833 of the Companies Act 2006 and is incorporated in the
UK. It operates in England andWales and is registered at 201 Bishopsgate, London EC2M 3AE. The financial statements
have been prepared in accordance with the Companies Act 2006, FRS 102 – The Financial Reporting Standard applicable
in the UK and Republic of Ireland, and with the AIC Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts (SORP).
The significant accounting policies applied in the presentation of these financial statements are set out below. These
policies have been consistently applied to all the years presented.
The financial statements have been prepared under the historical cost basis except for the measurement at fair value
ofinvestments.
In applying FRS 102, financial instruments have been accounted for in accordance with sections 11 and 12 of the standard.
All of the Company’s operations are of a continuing nature.
b) Significant judgments and estimates
The decision to allocate special dividends as income or capital is a judgment but not deemed to be material. The allocation
ofexpenses as income or capital is not material but has an impact on distributable reserves. The Directors do not consider
these to be significant judgments or estimates and do not believe any accounting judgments or estimates have been
applied to this set of financial statements that have a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities within the next financial year.
c) Going concern
The Directors have considered the liquidity of the portfolio and concluded that the assets of the Company consist of
securities that are readily realisable. The Directors have also assessed the potential impact of risks associated with interest
rates on the broader financial system, alongside the implications of ongoing geopolitical conflicts. This assessment
included a review of cash flow forecasts, covenant compliance - particularly the headroom available under the most
restrictive covenants - and the liquidity profile of the portfolio. They have concluded that the Company is able to meet its
financial obligations, including the repayment of the bank loan, as they fall due for a period to 25 March 2027, which is at
least 12 months from the date of the approval of the financial statements.
The Company’s shareholders are asked every five years to vote on the continuation of the Company. An ordinary resolution
to this effect was passed by the shareholders at the AGM held on 13 May 2025. Having assessed these factors, the
principal risks and other matters discussed in connection with the viability statement, the Board has determined that it is
appropriate to adopt the going concern basis of accounting in preparing the financial statements.
d) Valuation of investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income
and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in
accordance with a documented investment strategy, and information about the portfolio is provided internally on that basis
to the Company’s Directors. Accordingly, upon initial recognition the investments are included initially at fair value, which is
taken to be their cost. Subsequently, the investments are valued at fair value, which is deemed to be the bid market prices
or the last traded price as at close of business on the last business day of the accounting period depending on the
convention of the exchange on which the investment is quoted.
All fair value movements in investments are taken to the Income Statement. In accordance with the SORP, the Company’s
profit and loss account is split between revenue and capital returns columns as can be seen in the Income Statement.
Fairvalue movements on investments are taken to the capital column in the Income Statement.
61
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
1 Accounting policies (continued)
e) Capital gains and losses
Profits or losses on disposal on investments and investment holding gains and losses are taken to the capital column in the
Income Statement and transferred to other capital reserves.
The Company’s capital reserves arising on investments sold and revenue reserve may be distributed by way of a dividend.
The portion of the capital reserve arising on investments held is wholly non-distributable. There may be factors that restrict
the value of reserves that can be distributed and these factors may be complex to determine. Amounts fully distributable
may therefore not be the total of the revenue and the portion of capital reserve arising on investments sold.
f) Income
Dividends receivable on equity shares are taken to the revenue return of the Income Statement on an ex-dividend basis
except where, in the opinion of the Directors, based on the facts and circumstances the dividend is capital in nature in
which case it is taken to the capital return. Income from fixed interest debt securities and preference shares with no fixed
maturity date is recognised on a time-apportioned basis. Income from other fixed interest securities is recognised so as to
reflect the effective interest rate on these securities.
g) Expenses
All expenses and finance costs are accounted for on an accruals basis. The Board’s expectation is that over the long term
three quarters of the Company’s investment returns will be in the form of capital gains. The Directors have determined that
the proportion of the annual management fees that relates to the maintenance or enhancement of the valuation of
investments is 80%. On this basis, the Company charges to capital 60% of total management fees (i.e. 75% of 80%) and
75% of its finance costs. The balance of the management fees is charged to revenue. Expenses which are incidental to
theacquisition of an investment are charged to the Income Statement and included within gains/losses on investments.
Expenses which are incidental to the disposal of an investment are deducted from sale proceeds and go to the Income
Statement indirectly.
h) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the
Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using the
applicable tax rate of corporation tax for the accounting period.
The tax effect of different items of expenditure is allocated between the capital return and revenue return using the
Company’s applicable rate of tax for the year. In line with the recommendations of the SORP, the allocation method used to
calculate tax relief on expenses presented against capital returns on the Income Statement is the ‘marginal basis’. Under
this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Income
Statement, then no tax relief is transferred to the capital return column.
Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of
Financial Position date, other than those differences regarded as permanent. Timing differences arise from the inclusion of
items of income and expenditure in taxation computations in periods different from those in which they are included in the
financial statements. Any liability to deferred tax is provided at the average rate of tax expected to apply. Deferred tax
assets and liabilities are not discounted to reflect the time value of money. The carrying amount of deferred tax assets is
reviewed at each Statement of Financial Position 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.
i) Foreign currency
The results and financial position of the Company are expressed in sterling, which is the functional and presentational
currency of the Company. Sterling is the functional currency because the Company is listed in the UK with a predominantly
UK shareholder base.
Transactions denominated in overseas currencies during the year are translated into sterling at the appropriate daily
exchange rate.
Assets and liabilities denominated in overseas currencies at the Statement of Financial Position date are translated into
sterling at the exchange rate ruling at that date. Differences arising from translation at this rate of exchange are included
within the Income Statement as a capital item and then transferred to capital reserves.
62
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
1 Accounting policies (continued)
j) Borrowings
Interest-bearing bank loans, overdrafts and the senior unsecured note are recorded as proceeds received, net of direct
issue costs.
They are subsequently measured at amortised cost. Finance costs, including premiums payable on settlement or
redemption and direct issue costs, are accounted for on an accruals basis in the Income Statement, using the effective
interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period
in which they arise.
k) Derivative financial instruments
The Company does not use derivative financial instruments for speculative purposes.
Derivative transactions which the Company may enter into comprise forward exchange contracts (the purpose of which is
to hedge foreign currency exposure) and futures contracts on indices appropriate to sections of the portfolio (one purpose
for which may be to provide protection against falls in the capital values of the holdings). The Company may also write
options on shares represented in the portfolio where such options are priced attractively relative to Janus Henderson’s
expectations for the relevant share prices and to generate additional return for shareholders. The use of financial derivatives
is governed by the Company’s policies as approved by the Board.
Changes in the fair value of derivative financial instruments are recognised in the Income Statement as they arise. If based
on circumstances and motive they are capital in nature, the associated change in value is presented as a capital item in the
Income Statement.
Where options are written for the purpose of generating revenue, applicable premiums are recognised evenly over the life
of the option and shown in the revenue return, with the appropriate amount shown as a capital return such that the total
return reflects the overall change in the fair value of the option.
l) Dividends payable to shareholders
Interim dividends payable to shareholders are recognised in the financial statements when they are paid. The Company
does not pay a final dividend.
Details of dividends provided are in the Statement of Changes in Equity and Note 10.
m) Capital and reserves
Share capital represents the nominal value of shares issued.
The share premium account represents the premium above nominal value received by the Company on issuing shares
netof issue costs.
The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been
distributed to shareholders as a dividend.
The capital redemption reserve represents the nominal value of ordinary shares repurchased and cancelled.
Other capital reserves are split into two components, the capital reserve arising on investments sold and the capital
reserve arising on investments held. The following analyses what is accounted for in each other of these components.
Capital reserve arising on investments sold
●
gains and losses on disposals of investments;
●
realised foreign exchange differences of a capital nature;
●
cost of repurchasing ordinary share capital; and
●
other capital charges and credits charged to this account in accordance with the above policies.
Capital reserve arising on investments held
●
increases and decreases in the valuation of investments held at the year end; and
●
unrealised foreign exchange differences of a capital nature.
n) Distributable reserves
The Company’s capital reserve arising on investments sold and revenue reserve may be distributed by way of a dividend.
The portion of the capital reserve arising on investments held is wholly non-distributable. There may be factors that restrict
the value of reserves that can be distributed and these factors may be complex to determine. Amounts fully distributable
may therefore not be the total of the revenue reserve and the portion of capital reserve arising on investments sold.
63
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
2 Gains on investments held at fair value through profit or loss
2025
£’000
2024
£’000
Gains on the sale of investments based on historical cost 713 5,815
Revaluation losses/(gains) recognised in previous years 349 (2,211)
Gains on investments sold in the year based on carrying value at previous Statement
of Financial Position date 1,062 3,604
Net movement on revaluation of investments 42,908 7,046
Effective yield movement (139) (16)
Exchange (losses)/gains (218) 521
43,613 11,155
3 Income from investments held at fair value through profit or loss
2025
£’000
2024
£’000
UK dividend income – listed 15,313 14,946
UK dividend income – special dividends 639 189
15,952 15,135
Interest income – listed 2,091 2,058
Overseas and other dividend income – listed 3,215 3,162
Overseas and other dividend income – special dividends – 158
5,306 5,378
21,258 20,513
4 Other interest receivable and similar income
2025
£’000
2024
£’000
Deposit interest 71 96
Traded option premiums 160 202
Underwriting commission 7 15
Interest on tax reclaims 4 –
Other income
1
16 –
258 313
1 Comprises a voting fee received in relation to the cancellation of General Accident 7.875% preference stock of £16,000 (2024 – £nil)
5 Management fee
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Management fee 639 959 1,598 666 999 1,665
A summary of the terms of the Investment Management Agreement is on page 25. An explanation of the split between
revenue and capital is contained in Note 1g.
64
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
6 Other administrative expenses
2025
£’000
2024
£’000
Directors’ fees (please refer to the Directors’ Remuneration Report on page 46) 188 168
Auditor’s remuneration – for audit services (excluding VAT) 49 54
Depositary fees 33 33
Registrar fees 30 23
Sales and marketing expenses payable to the Manager 135 114
Listing fees 51 39
Printing and postage fees 30 22
Legal and professional fees 28 96
AIC subscriptions 24 19
Other expenses 49 50
617 618
7 Finance costs
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Interest on bank loans repayable within one year 524 1,572 2,096 717 2,150 2,867
Interest on senior unsecured note 186 559 745 186 559 745
710 2,131 2,841 903 2,709 3,612
8 Taxation on net return
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Overseas withholding tax 47 – 47 109 – 109
Tax relief on management expenses allocated to capital 261 (261) – 229 (229) –
Total current tax charge for the year 308 (261) 47 338 (229) 109
a) Factors affecting tax charge for the year
The UK corporation tax rate is 25% (2024: 25%). The tax charge for the year is lower than the corporation tax rate.
The differences are explained below:
2025 2024
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Revenue
return
£’000
Capital
return
£’000
Total
£’000
Net revenue before taxation 19,550 40,523 60,073 18,639 7,447 26,086
Corporation tax of 25% (2024: 25%) 4,887 10,131 15,018 4,660 1,862 6,522
Effects of:
– UK dividends (3,868) – (3,868) (3,733) – (3,733)
– Non–taxable overseas dividends (579) – (579) (698) – (698)
– Utilised excess management expenses (440) 772 332 (229) 927 698
– Tax relief on management expenses allocated to capital 261 (261) – 229 (229) –
– Irrecoverable overseas withholding tax 47 – 47 109 – 109
– Gains on investments held at fair value – (10,903) (10,903) – (2,789) (2,789)
Total current tax charge for the year 308 (261) 47 338 (229) 109
The Company is an investment trust and therefore its capital gains are not taxable.
65
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
8 Taxation on net return (continued)
b) Factors that may affect future tax charges
The Company can offset management fees, other administrative expenses and interest costs against taxable income to
eliminate any tax charge on such income. The tax legislation refers to these as management expenses (management fees
and other administrative expenses) and non-trade loan relationship deficits (interest costs) and these are captured together
under the heading “Utilised excess management expenses” in the table above. Where these are not fully utilised, they can
be carried forward to future years. As the Company is unlikely to generate future taxable profits to utilise these amounts,
the Company cannot recognise an asset to reflect them, but must still disclose the deferred tax amount carried forward
arising from any unutilised amounts.
Consequently, the Company has not recognised a deferred tax asset totalling £7,148,000 (2024: £6,816,000) based on
aprospective tax rate of 25% (2024: 25%) arising as a result of having unutilised management expenses and unutilised
non-trade loan relationship deficits. These expenses will only be utilised, to any material extent if changes are made either
to the tax treatment of the capital gains made by investment trusts or to the Company’s investment profile which require
them to be used.
9 Profit for the year
Profit attributable per ordinary share figure is based on the return attributable to the ordinary shares of £60,026,000 (2024:
£25,977,000) and on the 170,626,901 weighted average number of ordinary shares in issue during the year (2024: 170,406,232).
The Company had no securities in issue that could dilute the return per ordinary share. The return per ordinary share can
be analysed between revenue and capital as shown below:
2025
£’000
2024
£’000
Net revenue return 19,242 18,301
Net capital return 40,784 7,676
Profit for the year 60,026 25,977
Weighted average number of ordinary shares 170,626,901 170,406,232
Revenue return per ordinary share 11.28p 10.74p
Capital return per ordinary share 23.90p 4.50p
Profit attributable per ordinary share 35.18p 15.24p
10 Dividends paid on ordinary shares
Payment date
2025
£’000
2024
£’000
Fourth interim dividend (2.625p per share) for the year ended 31 December 2023 26 January 2024 – 3,407
First interim dividend (2.625p per share) for the year ended 31 December 2024 26 April 2024 – 4,519
Second interim dividend (2.625p per share) for the year ended 31 December 2024 26 July 2024 – 4,519
Third interim dividend (2.675p per share) for the year ended 31 December 2024 25 October 2024 – 4,605
Fourth interim dividend (2.675p per share) for the year ended 31 December 2024 31 January 2025 4,605 –
First interim dividend (2.675p per share) for the year ended 31 December 2025 25 April 2025 4,571 –
Second interim dividend (2.675p per share) for the year ended 31 December 2025 25 July 2025 4,566 –
Third interim dividend (2.775p per share) for the year ended 31 December 2025 24 October 2025 4,720 –
Unclaimed dividends (20) (19)
18,442 17,031
66
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
10 Dividends paid on ordinary shares (continued)
The total dividends payable in respect of the financial year which form the basis of the test under section 1158 of the
Corporation Tax Act 2010, which sets out the maximum income that an investment trust can retain in any financial year,
areset out below:
2025
£’000
2024
£’000
Revenue available for distribution by way of dividend for the year 19,242 18,301
First interim dividend of 2.675p (2024: 2.625p) (4,571) (4,519)
Second interim dividend of 2.675p (2024: 2.625p) (4,566) (4,519)
Third interim dividend of 2.775p (2024: 2.675p) (4,720) (4,605)
Fourth interim dividend 2.775p (2024: 2.675p) (4,704) (4,605)
681 53
In accordance with FRS 102, interim dividends payable to equity shareholders are recognised in the Statement of Changes
in Equity when they have been paid to shareholders. All dividends have been paid out of revenue reserves or current year
revenue profits and at no point during the year did the revenue reserve move to a negative position.
11 Investments held at fair value through profit or loss
2025
£’000
2024
£’000
Valuation at 1 January 366,790 270,007
Investment holding gains at 1 January (35,768) (30,933)
Cost at 1 January 331,022 239,074
Purchases at cost 68,895 147,956
Assets acquired in relation to the HDIV transaction – 39,480
Sales at cost (79,075) (95,488)
Cost at 31 December 320,842 331,022
Investment holding gains at 31 December 79,025 35,768
Valuation of investments at 31 December 399,867 366,790
Total transaction costs amounted to £259,000 (2024: £677,000) of which purchase transaction costs for the year-ended
31December 2025 were £236,000 (2024: £654,000). Sale transaction costs for the year-ended 31 December 2025 were
£23,000 (2024: £23,000). These comprise mainly stamp duty (purchases only) and commissions. The increased level of
transaction costs in 2024 was due to the transaction with HDIV and the investment of the £72.1 million of net assets
acquired from HDIV in accordance with the scheme of reconstruction and winding up of HDIV under section 110 of the
Insolvency Act 1986. See note 23 for further details.
The Company received £79,649,000 (2024: £101,288,000) from investments sold in the year. The book cost of these
investments when they were purchased was £79,075,000 (2024: £95,488,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
12 Debtors
2025
£’000
2024
£’000
Taxation recoverable 470 532
Prepayments and accrued income 1,859 1,791
2,329 2,323
67
Henderson High Income Trust plc Annual Report 2025
13 Creditors: amounts falling due within one year
2025
£’000
2024
£’000
Bank loans 44,892 47,561
Accruals and deferred income 968 959
45,860 48,520
As at 31 December 2025 the Company had short term multi-currency loans under the BNP Paribas, London Branch loan
facility amounting to £44,892,000, repayable in January and February 2026 (2024: £47,561,000, repayable January and
February 2025).
The average interest rate payable on these loans was 3.99% (2024: 4.91%). Please refer to the Financial Calendar on
page82 for the senior unsecured note interest payment dates.
14 Creditors: amounts falling due after more than one year
2025
£’000
2024
£’000
Senior unsecured note 19,889 19,879
19,889 19,879
On 8 July 2015 the Company issued £20 million (nominal) 3.67% senior unsecured note due 2034, net of issue costs
totalling £204,000. The issue costs will be amortised over the life of the senior unsecured note by way of an effective
interest rate method. The fair value methodology of the senior unsecured note is detailed in note 15.4. See the Financial
Calendar on page 82 for the senior unsecured note interest payment dates.
15 Financial risk management policies and procedures
As an investment trust, the Company invests in equities and other investments for the long-term so as to secure its
investment objective and policy (see page 22). In pursuing its investment objective and policy, the Company is exposed to
avariety of financial risks that could result in either a reduction in the Company’s net assets or a reduction in the profits
available for distribution by way of dividends.
These financial risks are: market risk (comprising market price risk, currency risk and interest rate risk), credit risk, liquidity
risk and gearing. Details of these risks and the Directors’ approach to the management of these risks are set out below and
have not changed from the previous accounting year. The Board receives regular financial and other reporting to enable it
to measure these risks. The Board and Janus Henderson co-ordinate the Company’s risk management and there are
various risk management systems in place as detailed below.
●
Listed securities, exchange-traded derivatives and over the counter (OTC) derivatives contracts are processed,
confirmed and reconciled using automated systems linked to counterparties and clearing houses;
●
Portfolio modelling and investment management functions (including order-raising, dealing and trade execution) are
performed using one of, or a combination of, third-party software applications; and
●
Fund pricing and accounting services are outsourced to a third-party administrator (currently BNP Paribas).
Janus Henderson Risk, Compliance and Operations Teams have access to and use a variety of in-house and third party
databases and applications for independent monitoring and risk measurement and compliance purposes.
15.1 Market risk
The fair value of a financial instrument held by the Company may fluctuate due to changes in market prices. This market
risk comprises currency risk (see note 15.1.1), interest rate risk (see note 15.1.2) and other price risk (see note 15.1.3), in
particular the risk of fluctuations in prices of securities. The Board reviews and agrees policies for managing these risks
and agrees investment guidelines and restrictions for managing the portfolio; these have remained substantially unchanged
from those applying in the previous year. The Fund Manager assesses the exposure to market risk when making each
investment decision, and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing
basis. This risk is mitigated through diversification of investments in the portfolio.
Notes to the Financial Statements (continued)
68
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Financial risk management policies and procedures (continued)
15.1.1 Currency risk
A proportion of the Company’s assets and income is denominated in currencies other than sterling (the Company’s
functional currency and the one in which it reports its results). Therefore, movements in exchange rates may affect the
sterling value of these items. This may be partially offset by borrowing in foreign currencies. The Board regularly reviews
currency risk.
Foreign currency exposure
The fair values of the Company’s monetary items that have foreign currency exposure as at 31 December 2025 and 2024
are shown below. Where the Company’s investments which are not monetary items are denominated in a foreign currency,
they have been included separately in the analysis so as to show the overall level of exposure.
2025
EUR
£’000
US$
£’000
SEK
£’000
Cash and cash equivalents 60 47 4
Bank loans (16,544) (9,258) –
Total foreign currency exposure on net monetary items (16,484) (9,211) 4
Investments at fair value through profit or loss 33,396 18,315 3,748
Total net foreign currency exposures 16,912 9,104 3,752
2024
EUR
£’000
US$
£’000
SEK
£’000
Cash and cash equivalents 69 50 –
Bank loans (15,160) (8,161) –
Total foreign currency exposure on net monetary items (15,091) (8,111) –
Investments at fair value through profit or loss 28,427 15,639 4,316
Total net foreign currency exposures 13,336 7,528 4,316
The above amounts are not necessarily representative of the exposure to risk during the year as levels of monetary foreign
currency exposure may have changed significantly throughout the year.
If sterling depreciates against the currencies shown by 10%, the impact on the total return and net assets would be
£3,899,000 (2024: £3,378,000). If sterling appreciates against the currencies shown by 10%, the impact on the total return
and net assets would be (£3,190,000) (2024: (£2,764,000)).
15.1.2 Interest rate risk
Interest rate movements may affect:
●
the fair value of investments on fixed interest securities;
●
the level of income receivable from interest-bearing securities and cash at bank and on deposit; and
●
the interest payable on the Company’s variable rate borrowings.
Management of the risk
The possible effects of fair value and cash flows that could arise as a result of changes in interest rates are taken into
account when making investment decisions and borrowing under the multi-currency loan facility. The Company generally
does not hold significant cash balances; short term borrowings are used when required. The Company finances part of its
activities through borrowings at levels approved by the Board. Derivative contracts may sometimes be used to hedge
against the exposure to interest rate risk.
Interest rate exposure
The exposure at 31 December of financial assets and financial liabilities to interest rate risk is shown by reference to:
●
floating interest rates: when the interest rate is due to be re-set; and
●
fixed interest rates: when the financial instrument is due for repayment.
Please refer to the Financial Calendar on page 82 for the senior unsecured note interest repayment dates.
69
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Financial risk management policies and procedures (continued)
15.1.2 Interest rate risk (continued)
2025 2024
Within
one year
£’000
More than
one year
£’000
Total
£’000
Within
one year
£’000
More than
one year
£’000
Total
£’000
Exposure to floating interest rates:
Cash at bank 3,746 – 3,746 2,493 – 2,493
Creditors – within one year:
Borrowings under multi-currency loan facility (45,006) – (45,006) (47,715) – (47,715)
(41,260) – (41,260) (45,222) – (45,222)
Exposure to fixed interest rates:
Investments held at fair value through profit or loss 1,104 41,621 42,725 5,400 34,451 39,851
Creditors – more than one year:
Senior unsecured note
1
(745) (25,861) (26,606) (745) (26,595) (27,340)
Total exposure to interest rates (40,901) 15,760 (25,141) (40,567) 7,856 (32,711)
1 The above figures show interest payable over the remaining term of the senior unsecured note. The figures in the ‘more than one year’ column also include
the capital to be repaid
Interest receivable and finance costs are at the following rates:
●
interest received on cash balances, or paid on bank overdrafts, is at a margin linked to SONIA or its foreign currency
equivalent (2024: same);
●
interest paid on borrowings under the multi-currency loan facility is at a margin over SONIA or its foreign currency
equivalent for the type of loan. The weighted average interest rate of these was 3.99% at 31 December 2025
(2024:4.91%);
●
interest paid on the senior unsecured note is at a rate of 3.67% (2024: 3.67%); and
●
the nominal interest rates on the investments held at fair value through profit and loss are shown above.
Interest rate risk sensitivity
The Company is primarily exposed to interest rate risk through its loan facility with BNP Paribas, London Branch and its
fixed interest investment portfolio. The sensitivity of each exposure is as follows:
●
loan sensitivity: borrowings vary throughout the year as a result of the Board’s borrowing policy. Borrowings at the
year end were £44,892,000 (2024: £47,561,000) (see note 13) and if that level of borrowings were maintained for a full
year, then a 100 basis points change in SONIA (up or down) would decrease or increase total return after taxation by
approximately £449,000 (2024: £476,000); and
●
Senior unsecured note: the senior unsecured note is at a fixed rate of interest so will not be impacted by any changes
in SONIA or short term interest rates; and
●
fixed interest investment sensitivity: the Company’s fixed interest portfolio at the year end was valued at £42,725,000
(2024: £39,851,000), and it has a modified duration (interest rate sensitivity) of approximately 8.4 years (2024: 8.0
years). A 100 basis points change in short term interest rates (up or down), which is mirrored by an equivalent change
in long term interest rates, would be expected to decrease or increase this portfolio’s value by approximately
£4,273,000 (2024: £3,985,000), all other factors being equal.
15.1.3 Other price risk
Other price risks (changes in market prices other than those arising from interest rate risk or currency risk) may affect the
value of quoted and unquoted investments.
Management of the risk
The Board manages the risks inherent in the investment portfolio by ensuring full and timely access to relevant information
from Janus Henderson. The Board meets regularly and at each meeting reviews investment performance. The Board
monitors Janus Henderson’s compliance with the Company’s objectives, and is directly responsible for investment strategy
and ultimately for asset allocation.
When appropriate, the Company may buy/sell put or call options or futures on indices and on equity investments in its
portfolio to manage its exposure to price risk or to generate income. At 31 December 2025 the Company had no open
positions (2024: no open positions).
70
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Financial risk management policies and procedures (continued)
15.1.3 Other price risk (continued)
Concentration of exposure to other price risks
An analysis of the Company’s investment portfolio is shown on pages 16 to 18. The majority of the investments are in UK
companies. Accordingly, there is a concentration of exposure to the UK, particularly to financials and consumer staples
(see page 17). It is recognised that an investment’s country of domicile or of listing does not necessarily equate to its
exposure to the economic conditions in that country.
Other price risk sensitivity
The following table illustrates the sensitivity of the net return after taxation for the year and the equity shareholders’ funds to
an increase or decrease in the fair values of the Company’s investments. The level of change used in the table below is
considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based
on the Company’s investments at each Statement of Financial Position date, with all other variables held constant.
2025 2024
10% increase
in fair value
£’000
10% decrease
in fair value
£’000
10% increase
in fair value
£’000
10% decrease
in fair value
£’000
Income Statement – net return after tax
Revenue return (60) 60 (55) 55
Capital return 39,847 (39,847) 36,551 (36,551)
Net return after tax for the year 39,787 (39,787) 36,496 (36,496)
Equity shareholders’ funds 39,787 (39,787) 36,496 (36,496)
15.2 Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with the financial liabilities.
Management of the risk
Liquidity risk is not significant as the majority of the Company’s assets are investments in quoted securities that are readily
realisable. The Company has a one year multi-currency loan facility of £60 million with BNP Paribas, London Branch which
will expire on 7 December 2026 (2024: £60 million). This facility has an accordion of £25 million allowing the Company to
borrow up to £85 million.
Liquidity risk exposure
The contractual maturities of the financial liabilities at 31 December, based on the earliest date on which payment can be
required, were as follows:
2025
Due within
three months
£’000
2024
Due within
three months
£’000
Bank loans 44,892 47,561
Other creditors and accruals 968 959
45,860 48,520
15.3 Credit and counterparty risk
The failure of the counterparty to a transaction to discharge its obligations under that transaction could result in the
Company suffering a loss.
Management of the risk
●
transactions involving derivatives are entered into only with investment banks, whose creditworthiness is carefully
assessed so as to minimise the risk to the Company of default;
●
investment transactions are carried out with a large number of brokers, whose credit standard is reviewed periodically
by the Manager, and limits are set on the amount that may be due from any one broker;
●
the Company’s trades are usually on a delivery versus payment (DVP) settlement basis. This process mitigates the risk
of loss during the settlement process;
71
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Financial risk management policies and procedures (continued)
15.3 Credit and counterparty risk (continued)
Management of the risk (continued)
●
Janus Henderson and the Board monitor the Company’s risk by reviewing the depositary’s biannual assurance report.
The Manager’s Operational Risk Team also reports to the Board on these reports. They also engage with the
depositary to ensure that follow up action arising from any exceptions identified in the report are completed, and
report back to the Board where necessary;
●
cash at bank is held only with banks considered to be creditworthy; and
●
with regards to the corporate bonds in the portfolio, there is a credit risk that the borrowers do not repay principal or
make interest payments. This is managed through careful selection, supported by monitoring of credit ratings, and is
reviewed regularly.
The percentages below represent the value of fixed interest investments included in the Statement of Financial Position
which are exposed to credit and counterparty risk by credit rating.
Rating
2025
%
2024
%
AA 2.1 15.0
A 21.4 3.4
BBB 51.3 33.7
BB 16.9 25.7
B 8.3 12.3
Not rated – 9.9
Total 100.0 100.0
Source: Bloomberg composite rating
None of the Company’s financial assets or financial liabilities is secured by collateral or other credit enhancements. None of
the Company’s financial assets are past due or impaired, and any expected credit loss has not had a material impact on
the Company.
15.4 Fair values of financial assets and financial liabilities
The fair values of the financial assets and liabilities are either carried in the Statement of Financial Position at their fair value
(investments and derivatives) or the Statement of Financial Position amount is a reasonable approximation of fair value
(duefrom brokers, dividends, and interest receivable, due to brokers, accruals, cash at bank and amounts due under the
multi-currency loan facility). At 31 December 2025 the fair value of the senior unsecured note has been estimated to be
£18,394,000 (2024: £17,722,000) and is categorised as level 3 (see note 15.5 below) in the fair value hierarchy.
The current estimated fair value of the senior unsecured note is calculated using a discount rate based on the redemption
yield of the relevant existing reference UK Gilt plus a suitable estimated credit spread. The estimated credit spread is based
on the spread between the yield of the ICE BofA 5-10 Year A Sterling Non-Gilt Index and the redemption yield of the ICE
BofA 5-10 Year UK Gilt Index. The discount rate is calculated and updated at each month end and applied daily to
determine the Company’s published fair value NAVs.
15.5 Fair value hierarchy disclosures
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair
value measurement of the relevant asset:
Level 1 – the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the
measurement date;
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within
Level 1; and
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in note 1d.
There have been no transfers during the year between levels.
The table overleaf sets out fair value measurements using the FRS 102 fair value hierarchy. Fixed interest investments have
been included in level 1 because they are considered to be highly liquid and therefore trade in an active market.
72
Henderson High Income Trust plc Annual Report 2025
Notes to the Financial Statements (continued)
15 Financial risk management policies and procedures (continued)
15.5 Fair value hierarchy disclosures (continued)
Financial assets at fair value through profit or loss at 31 December 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity investments 357,142 – – 357,142
Fixed interest instruments:
Preference shares 3,253 – – 3,253
Other 39,472 – – 39,472
Total 399,867 – – 399,867
Financial assets at fair value through profit or loss at 31 December 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity investments 326,939 – – 326,939
Fixed interest instruments:
Preference shares 4,273 – – 4,273
Other 35,578 – – 35,578
Total 366,790 – – 366,790
15.6 Capital management policies and procedures
The Company’s capital management objectives are:
●
to ensure that it will be able to continue as a going concern; and
●
to provide investors with a high dividend income while also maintaining the prospect of capital growth.
The Company’s capital is its equity share capital, reserves and debt that are shown in the Statement of Financial Position
at a total of £404,974,000 (2024: £370,647,000).
The Board, with assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an
ongoing basis. This review includes:
●
the planned level of gearing, which takes into account Janus Henderson’s view on the market;
●
the need to buy back equity shares, either for cancellation or to hold in treasury, which takes account of the difference
between the net asset value per ordinary share and the share price (i.e. the level of share price discount);
●
the need for new issues of equity shares, including sales from treasury; and
●
the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company is subject to several externally imposed capital requirements:
●
under the multi-currency loan facility and the senior unsecured note agreement the total of these borrowings may not
exceed one third of adjusted total assets (as defined in the facility agreement) and net assets must be more than £90
million;
●
as a public company, the company has a minimum share capital of £50,000; and
●
in order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to be
able to meet one of the two capital retention tests imposed on investment companies by company law and cannot
retain more than 15% of income.
The Company has complied with these requirements in the year under review and the prior year.
73
Henderson High Income Trust plc Annual Report 2025
16 Called up share capital
Shares held
intreasury
Shares entitled
to dividend
Total shares
in issue
Nominal value
in issue
£’000
Issued ordinary shares of 5p each
At 1 January 2025 – 172,141,700 172,141,700 8,607
Buyback of shares for treasury 2,622,692 (2,622,692) – –
At 31 December 2025 2,622,692 169,519,008 172,141,700 8,607
Shares held
intreasury
Shares entitled
to dividend
Total shares
in issue
Nominal value in
issue
£’000
Issued ordinary shares of 5p each
At 1 January 2024 – 129,796,278 129,796,278 6,490
Issued during the year – 42,345,422 42,345,422 2,117
At 31 December 2024 – 172,141,700 172,141,700 8,607
During the year under review 2,622,692 shares were bought back and held in treasury (year-ended 31 December 2024: no
shares). No shares were issued during the year under review (year-ended 31 December 2024: no shares subsequent to the
HDIV combination). At 31 December 2025 there were 172,141,700 ordinary shares of 5p nominal value in issue.
Between 1 January 2026 and 23 March 2026, being the last practicable date prior to the publication of this annual report,
no shares were issued or bought back. Accordingly, the number of shares in issue as at 23 March 2026 was 172,141,700 of
which 2,622,692 were held in treasury. Therefore, the total voting rights in the Company at that date was169,519,008.
On 17 January 2024 the Company issued 42,345,422 new shares to Henderson Diversified Income Trust plc (HDIV)
shareholders in consideration of the £72.1 million of net assets acquired from HDIV in accordance with the scheme of
reconstruction and winding up of HDIV under section 110 of the Insolvency Act 1986.
17 Reserves
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
arising on
investments
sold
£’000
Capital reserve
arising on
revaluation of
investments
held
£’000
Revenue
reserve
£’000
At 1 January 2025 198,629 26,302 23,754 35,729 10,186
Transfer on disposal of investments – – (349) 349 –
Net profit on investments – – 1,062 42,769 –
Foreign exchange losses – – (218) – –
Buyback of shares to treasury – – (4,598) – –
Management fee and finance costs
chargedtocapital – – (3,090) – –
Tax relief thereon – – 261 – –
Net return after taxation – – – – 19,242
Dividends paid – – – – (18,442)
At 31 December 2025 198,629 26,302 16,822 78,847 10,986
Notes to the Financial Statements (continued)
74
Henderson High Income Trust plc Annual Report 2025
17 Reserves (continued)
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
arising on
investments
sold
£’000
Capital reserve
arising on
revaluation of
investments
held
£’000
Revenue
reserve
£’000
At 1 January 2024 128,827 26,302 20,897 30,910 8,916
Transfer on disposal of investments – – 2,211 (2,211) –
Net profit on investments – – 3,604 7,030 –
Foreign exchange gains – – 521 – –
Management fee and finance costs
charged to capital – – (3,708) – –
Tax relief thereon – – 229 – –
Net return after taxation – – – – 18,301
Dividends paid – – – – (17,031)
Issue of shares on the HDIV transaction 69,949 – – – –
Issue costs in respect of the HDIV transaction (3) – – – –
Listing fees in respect of the new shares issued
following the HDIV transaction (144) – – – –
At 31 December 2024 198,629 26,302 23,754 35,729 10,186
The capital reserve arising on investments sold is distributable. The amount of the capital reserve that is distributable is
complex to determine and is not necessarily the full amount of the reserve as disclosed within these financial statements of
£16,822,000 as at 31 December 2025 (2024: £23,754,000). The portion of the capital reserve arising on revaluation of
investments held is wholly non-distributable.
The revenue reserve is distributable. The amount of the revenue reserve that is distributable is not necessarily the full amount
of the reserve as disclosed within these financial statements of £10,986,000 as at 31 December 2025 (2024: £10,186,000).
18 Net asset value per ordinary share
The net asset value per ordinary share is based on the net assets attributable to the ordinary shares of £340,193,000
(2024: £303,207,000) and on the 169,519,008 ordinary shares in issue at 31 December 2025 (2024: 172,141,700).
The movements during the year of the assets attributable to the ordinary shares were as follows:
2025
£’000
2024
£’000
Net assets at start of year 303,207 222,342
Total net return after taxation 60,026 25,977
Dividends paid in the year (18,442) (17,031)
Buyback of shares for treasury (4,598) –
Issue of shares on the HDIV transaction – 72,066
Issue costs in respect of the HDIV transaction – (3)
Listing fees in respect of the new shares issued following the HDIV transaction – (144)
340,193 303,207
19 Contingent liabilities
There were no partly paid shares or underwriting commitments or any other contingent liabilities at 31 December 2025
(2024: nil).
Notes to the Financial Statements (continued)
75
Henderson High Income Trust plc Annual Report 2025
20 Net debt reconciliation
Cash and cash
equivalents
£’000
Bank loans
repayable within
one year
£’000
Other debt
repayable after
more than one year
£’000
Total
£’000
Net debt as at 1 January 2025 2,493 (47,561) (19,879) (64,947)
Cash flows 1,105 3,035 – 4,140
Exchange movements 148 (366) – (218)
Non cash flow:
Effective interest movements – – (10) (10)
Net debt as at 31 December 2025 3,746 (44,892) (19,889) (61,035)
Cash and
cash equivalents
£’000
Bank loans
repayable within
one year
£’000
Other debt
repayable after
more than one year
£’000
Total
£’000
Net debt as at 1 January 2024 1,990 (30,639) (19,867) (48,516)
Cash flows 992 (17,932) – (16,940)
Exchange movements (489) 1,010 – 521
Non cash flow:
Effective interest movements – – (12) (12)
Net debt as at 31 December 2024 2,493 (47,561) (19,879) (64,947)
21 Transactions with JanusHenderson and related parties
Under the terms of an agreement effective from 28 August 2024 the Company has appointed wholly owned subsidiaries
ofJanus Henderson to provide investment management, accounting, administrative and company secretarial services.
Janus Henderson has contracted with BNP Paribas to provide accounting and administration services. Details of the
management fee arrangements for these services are given in the Strategic Report on page 25.
The total fees paid or payable under this agreement to Janus Henderson in respect of the year ended 31 December 2025
were £1,598,000 (2024: £1,665,000), of which £395,000 was outstanding as at 31 December 2025 (2024: £421,000).
Seethe Directors’ Remuneration Report on page 46 and Note 6 for the fees paid to the Directors.
In the prior period Janus Henderson contributed £442,000 towards the costs incurred in relation to the combination with HDIV.
In addition to the above, Janus Henderson facilitates marketing activities with third parties which are recharged to the Company.
22 Subsequent events
Since the year end, the Board announced a first interim dividend of 2.775p per ordinary share, in respect of the year ending
31December 2026. This will be paid on 24 April 2026 to holders registered at the close of business on 7 April 2026. This
dividend is to be paid from the Company’s revenue account. The Company’s shares will be quoted ex-dividend on 2April 2026.
23 Transaction with Henderson Diversified Income Trust plc (HDIV)
On 16 January 2024, the Company announced that it had acquired £72.1 million of net assets from HDIV in consideration for
the issue of 42,345,422 new ordinary shares as part of a recommended section 110 scheme under the Insolvency Act1986.
£’000
Net assets acquired
Investments and accrued income 39,480
Cash 32,586
Net assets 72,066
Satisfied by the value of new ordinary shares issued 72,066
There were no fair value adjustments of the combination made to the above figures.
Notes to the Financial Statements (continued)
76
Henderson High Income Trust plc Annual Report 2025
Additional
Shareholder
Information
77
Alternative Investment Fund Managers
Directive (AIFMD)
The AIFMD classifies certain investment vehicles, including
investment companies, as Alternative Investment Funds (AIFs)
and requires them to appoint an Alternative Investment Fund
Manager (AIFM) and depositary to manage and oversee the
operations of the investment vehicle. TheBoard of Directors
retains responsibility for strategy, operations and compliance
and the Directors retain a fiduciary dutyto shareholders.
Association of Investment Companies (AIC)
The Company is a member of the AIC which is the trade body
for investment companies and represents the industry in relation
to various matters which impact the regulation of such entities.
Benchmark
An index against which performance is compared. For the
Company this is a composite of 80% of the FTSE All-Share
Index (total return) and 20% of the ICE BofA Sterling Non-Gilts
Index (total return) and is rebalanced annually.
Compounding
Compounding is the process whereby interest is credited to an
existing principal amount as well as to interest already paid.
Custodian
The custodian is responsible for ensuring the safe custody of
theCompany’s assets and that all transactions in the underlying
holdings are transacted in an accurate and timely manner.
Depositary
As an AIF the Company is required to appoint a depositary
which has responsibility for overseeing the operations of the
Company, including safekeeping, cash monitoring and
verification ofownership and valuation of the underlying
holdings and is responsible for the appointment of a
custodian. The depositary is strictly liable for the loss of any
investments or other assets in its custody unless it hasnotified
that it has discharged its liability in certain markets.
Thedepositary has confirmed that it has not discharged
liability inrelationto any of the Company’s assets.
Derivative
A contract between two or more parties in relation to an
underlying security. The value of a derivative will fluctuate
inaccordance with the value of the security and is a form
ofgearing as the fluctuations invalue are usually greater than
the fluctuations in the underlying security’s value. Examples
ofderivatives are put and call options, swap contracts, futures
and contracts for difference.
Dividend dates
When declared or announced, each dividend will have three
keydates applied to it. The payment date is the date on which
shareholders will receive their dividend, either by BACS
transfer or byreceipt of a dividend cheque. The record date
applied to the dividend is used as a cut-off for the Company’s
Registrars to know which shareholders should be paid a
dividend. Only shareholders on the Register of Members at the
close of business on the record date will receive the dividend.
The ex-dividend date is the business day before the record
date and is the date upon which the Company’s net asset
value per share and share price will be disclosed ex-dividend.
Effective interest rate method
The effective interest rate is a method used by a bond buyer
to calculate the total yield to maturity including any capital loss
if the bond is purchased above par, or capital gain if
purchased at a discount to par.
Geometric returns
A method for aggregating percentage returns over a holding
period to include the impact of compounding.
Investment Trusts
Investment trusts are public limited companies, listed on the
London Stock Exchange, which provide shareholders with a
professionally managed portfolio of investments. Investment
trusts are exempt from tax on the capital gains arising on
theirinvestments subject to meeting certain criteria. Income,
net of expenses and tax, is substantially distributed to
shareholders. Investment trusts are also known as investment
companies although the tax legislation retains the reference
toinvestment trusts.
Liquidity
In the context of the liquidity of shares in the stock market, this
refers to the availability of buyers in the market for the share in
question. Where the market in a particular share is described as
liquid that share will be in demand and holders wishing to sell
their shares should find ready buyers. Conversely, where the
market in a share is illiquid the difficulty of finding a buyer will
tend to depress the price that might be negotiated for a sale.
Market capitalisation
The market value of a company calculated by multiplying the
mid-market price per share by the number of shares in issue.
Mid-market price
The middle (or mid) market price is the price between the best
offered price and the best bid price. It can simply be defined as
the average of the current bid and offer prices being quoted.
Treasury shares
Shares repurchased by the Company but not cancelled.
Glossary
Henderson High Income Trust plc Annual Report 2025
78
The Company uses the following Alternative Performance Measures (APMs) throughout the Annual Report and financial
statements and notes to the financial statements. The APMs are reconciled to the financial statements through the narrative
below. The Board believes that each of the APMs, which are typically used within the investment trust sector, provide additional
useful information to shareholders to help assess the Company’s performance against its peer group.
Discount or Premium to NAV
The NAV per ordinary share used in this calculation is the NAV published by the London Stock Exchange and by the AIC with the
interim dividends deducted on the corresponding ex-dividend date and with debt at fair value, as defined below.
The amount by which the market price per share of an investment trust is either higher (premium) or lower (discount) than the
NAV per ordinary share, expressed as a percentage of the NAV per ordinary share.
NAV
pence
Share price
pence
(Discount)/
premium to NAV
%
At 31 December 2025 198.77 187.50 (5.67)
At 31 December 2024 174.72 162.50 (6.99)
Gearing/(Net Cash)
Gearing means borrowing money to buy assets with the expectation that the return on investments bought will exceed the interest
cost of the borrowings. The gearing percentage reflects the amount of borrowings (e.g. bank loans and senior unsecured notes)
the Company has used to invest in the market and also takes into account the exposure to hedging and derivatives which have
agearing effect. It is calculated by taking the difference between total investments (see Note 11) and equity shareholders’ funds
(see Statement of Financial Position) and dividing by equity shareholders’ funds and multiplying by 100.
2025 2024
Investments held at fair value through profit or loss (£’000) (page 67) (A) 399,867 366,790
Net assets (£’000) (page 59) (B) 340,193 303,207
Gearing (C = A/B -1) (%) (C) 17.5 21.0
NAV with debt at par and fair value
2025
£’000
2024
£’000
Investments held at fair value through profit or loss (see note 11) 399,867 366,790
Current assets (see page 59) 6,075 4,816
Creditors: amounts falling due within one year (see note 13) (45,860) (48,520)
Creditors: amounts falling due after more than one year (see note 14) (19,889) (19,879)
NAV with debt at par (A) 340,193 303,207
Less: fair value of senior unsecured note (see note 15.4) (18,394) (17,722)
Add back: amortised cost of senior unsecured note 19,889 19,879
NAV with debt at fair value (B) 341,688 305,364
Ordinary shares in issue (see note 16) (C) 169,519,008 172,141,700
NAV per ordinary share with debt at par (see page 59) (A/C x 100) (p) 200.68 176.14
NAV per ordinary share with debt at fair value (B/C x 100) (p) 201.56 177.39
The NAV per share is published daily and the year-end NAV as published by the AIC can be found on page 6. The NAV
publishedto the London Stock Exchange and by the AIC will deduct interim dividends on the corresponding ex-dividend date.
The NAV in the Company’s financial statements will deduct the interim dividends on the corresponding dividend payment date.
TheCompany currently publishes two NAVs, one with debt at par and the other with debt at fair value and further information
isavailable in Note 18.
Alternative Performance Measures (Unaudited)
79
Henderson High Income Trust plc Annual Report 2025
Alternative Performance Measures (Unaudited)
(continued)
Ongoing Charge
The ongoing charges ratio has been calculated in accordance with the guidance issued by the AIC as the total investment
management fees and administrative expenses and expressed as a percentage of the net asset values throughout the year.
2025
£’000
2024
£’000
Management fee 1,598 1,665
Other administrative expenses (Note 6) 617 618
Less: non-recurring expenses (6) (59)
Ongoing charge 2,209 2,224
Average net assets
1
324,294 300,583
Ongoing charge ratio 0.68% 0.74%
1 Calculated using the average daily net asset value (with debt at fair value)
Total Return
The total return on the share price or NAV (with debt at fair value) takes into account both the rise and fall of NAVs/share prices
and dividends paid to shareholders. Each component of the total return needs to be compounded as a geometric return to arrive
at the total return. Any dividends received by a shareholder are assumed to have been reinvested in either additional shares (for
share price total return) or the Company’s assets (for NAV with debt at fair value total return). Dividends paid and payable are set
out in Note 10.
2025 2024
NAV (with debt
at fair value) Share price
NAV (with debt
at fair value) Share price
Opening NAV/Share price per share (pence) 174.72 162.50 169.58 156.50
Closing NAV/Share price per share (pence) 198.77 187.50 174.72 162.50
Change in the year (%) 13.8 15.4 3.0 3.8
Impact of dividends reinvested (%) 5.9 6.3 6.2 6.7
Total return for the year (%) 20.4 22.6 9.4 10.8
Income/Dividend Yield
The yield is the annual dividend (paid or announced for the year) expressed as a percentage of the year-end share price.
31 December
2025
31 December
2024
Annual dividend (pence) (A) 10.90 10.60
Share price (pence) (B) 187.50 162.50
Yield (C=A/B) (%) (C) 5.8 6.5
80
Henderson High Income Trust plc Annual Report 2025
General Shareholder Information
AIFMD disclosures and remuneration
In accordance with the AIFMD, information in relation to the
Company’s leverage and remuneration of JanusHenderson,
as the Company’s AIFM, is required to be made available
toinvestors. These disclosures, including those on the
AIFM’sremuneration policy, are contained in a separate
document called ‘AIFMD Disclosures’ which can be found
atwww.hendersonhighincome.com.
BACS
Dividends can be paid by means of BACS Mandate forms for
this purpose are available from the Registrar, Computershare
Investor Services PLC. Alternatively, shareholders can write to
the Registrar (the address isgiven on page 82), to give their
instructions; these must include thebank account number,
the bank account title and the sort code ofthe bank to which
payments are to be made.
Common Reporting Standard
Tax legislation requires the Company to provide personal
information to HMRC on certain investors who purchase
shares in investment trusts. This information is provided
annually to thelocal tax authority of the tax residencies of
non-UK based certificated shareholders and
corporateentities.
Equality Act 2010
Copies of this Annual Report and other documents issued by
the Company are available from the Corporate Secretary.
Ifneeded, copies can be made available in a variety of
formats, including Braille or larger type as appropriate.
A ‘typetalk’ operator, provided by the Royal National Institute
for Deaf People, is available to support speech and hearing-
impaired people to make telephone calls. Please dial 18001
followed by the number you wish to dial.
General Data Protection Regulation (GDPR)
A privacy statement can be found at www.janushenderson.com.
ISA
The Company intends to continue to manage its affairs in
order to qualify as an eligible investment for a stocks and
shares ISA.
Non-Mainstream Pooled Investments
(NMPI)Status
The Company conducts its affairs so that its ordinary shares
of 5p each can be recommended by IFAs to ordinary retail
investors in accordance with the FCA rules for non-
mainstream investment products and intends to continue to
do so for the foreseeable future. The shares are excluded
from the FCA’s restrictions which apply to non-mainstream
investment products because they are shares in an
investment trust.
Share price information
Details of the Company’s share price and NAV per share
canbefound at www.hendersonhighincome.com.
TheCompany’s NAV is published daily and the market prices
of the Company’s shares are published daily in the Financial
Times, the Daily Telegraph and the London Stock Exchange
Daily Official List.
Shareholder details
Shareholders who hold their shares in certificated form can
check their shareholding with the Registrar, Computershare
Investor Services PLC, via www.investorcentre.co.uk.
Please note that to gain access to your details on the
Computershare site you will need the holder reference
number shown on your share certificate.
Taxonomy Regulation
Regulation (EU) 2020/852 establishes the basis for the
EUtaxonomy. The EU taxonomy is a classification system,
establishing a list of environmentally sustainable economic
activities to provide companies, investors and policymakers
with appropriate definitions for which economic activities can
be considered environmentally sustainable.
In accordance with the Taxonomy Regulation, the Company
states that the investments underlying this financial product
do not take into account the EU criteria for environmentally
sustainable economic activities.
Henderson High Income Trust plc Annual Report 2025
81
Corporate Information
Registered Office
201 Bishopsgate
London
EC2M 3AE
Telephone: 020 7818 1818
Service Providers
Alternative Investment Fund Manager
Janus Henderson Fund Management UK Limited
201 Bishopsgate
London
EC2M 3AE
Corporate Secretary
Janus Henderson Secretarial Services UK Limited
201 Bishopsgate
London
EC2M 3AE
Telephone: 020 7818 1818
Depositary and custodian
HSBC Bank plc
8 Canada Square
London
E14 5HQ
Corporate Broker
J.P. Morgan Cazenove Limited
25 Bank Street
London
E14 5JP
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Telephone: 0370 707 1039
Email: WebCorres@computershare.co.uk
Investors with share certificates (i.e. not those in a share plan or
ISA) can check their holdings at www.investorcentre.co.uk.
Independent Auditor
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
Financial Calendar
Annual General Meeting Tuesday, 12 May 2026
First interim dividend payment Friday, 24 April 2026
Second interim dividend payment Friday, 24 July 2026
Third interim dividend payment Friday, 30 October 2026
Fourth interim dividend payment Friday, 29 January 2027
Half year results announced September 2026
Senior unsecured note interest payment dates 8 July 2026
8 January 2027
Information Sources
For more information about the Company, visit:
www.hendersonhighincome.com
To receive regular insights on investment trusts from the
investment manager, visit:
www.janushenderson.com/en-gb/investor/subscriptions/
Follow the Janus Henderson Investment Trusts on LinkedIn
– Janus Henderson Investment Trusts, UK
Investing
Shares can be purchased in the market via a stockbroker
orthrough share dealing platforms. They can also be held
through share plans, ISAs or pensions and links to various
providers are included on the website.
Potential investors are reminded that the value of investments
and the income from them may go down as well as up and
investors may not receive back the full amount invested.
Taxbenefits may vary as a result of statutory changes and
their value will depend onindividual circumstances.
Henderson High Income Trust plc Annual Report 2025
82
Notice of
Annual General
Meeting
83
Notice is hereby given that the 37th Annual General Meeting of
Henderson High Income Trust plc (‘the Company’) will be held
at 201 Bishopsgate, London EC2M 3AE on Tuesday, 12May
2026 at 12 noon for the purposes of considering and, if
thought fit, pass the following resolutions, of which Resolutions
1 to 12 will be proposed as Ordinary Resolutions and
Resolutions 13 to 15 will be proposed as Special Resolutions:
Ordinary Resolutions
1 To receive the Annual Report and audited financial
statements for the year ended 31 December 2025.
2 To approve the Directors’ Remuneration Policy.
3 To approve the Directors’ Remuneration Report for the
year ended 31 December 2025.
4 To re-appoint Jeremy Rigg as a Director of the Company.
5 To re-appoint Richard Cranfield as a Director of the
Company.
6 To re-appoint Francesca Ecsery as a Director of the
Company.
7 To re-appoint Jonathan Silver as a Director of the
Company.
8 To re-appoint Preeti Rathi as a Director of the Company.
9 To appoint Forvis Mazars LLP as statutory auditor to the
Company.
10 To authorise the Directors to determine the statutory
auditor’s remuneration.
11 THAT the shareholders approve the Company’s dividend
policy to continue to pay four quarterly interim dividends,
which in the year under review have totalled 10.90p per
ordinary share.
12 THAT in substitution for all existing authorities the Directors
be generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the ‘Act’) to
exercise all the powers of the Company to allot ordinary
shares of 5p each in the capital of the Company, and to
grant rights to subscribe for, or to convert any security into,
ordinary shares up to an aggregate nominal amount of
£847,595 (or such other amount as shall be equivalent to
10% of the issued ordinary share capital at the date of
passing of this resolution, excluding shares held in
treasury), provided that this authority shall expire at the
conclusion of the next annual general meeting of the
Company or, if earlier, on the expiry of 15 months from the
passing of this resolution, unless renewed, varied or
revoked at a general meeting prior to such time, save that
the Directors may make an offer or agreement which would
or might require ordinary shares to be allotted after expiry
of this authority and the Directors may allot ordinary shares
and grant rights in pursuance of that offer or agreement as
if the authority conferred hereby had not expired.
Special Resolutions
13 THAT, in substitution for all existing authorities and subject
to the passing of resolution 12, the Directors be and are
hereby empowered pursuant to Sections 570 and 573 of
the Act to allot ordinary shares for cash pursuant to the
authority conferred by resolution 12 above and to sell
ordinary shares from treasury for cash as if Section 561(1)
of the Act did not apply to the allotment or sale, provided
that this authority shall be limited to the allotment or sale of
ordinary shares:
(a) whether by way of a rights issue, open offer or
otherwise to ordinary shareholders on the Register of
Members at such record dates as the Directors may
determine where the ordinary shares respectively
attributable to the interests of all ordinary shareholders
are proportionate (or as nearly as may be) to the
respective numbers of ordinary shares held by them
(or are otherwise allotted in accordance with the rights
attaching to such ordinary shares) subject in either
case to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation
to treasury shares, fractional entitlements or local or
practical problems under the laws of, or the
requirements of, any regulatory body or any stock
exchange in any territory or otherwise howsoever;
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take, you should consult your stockbroker, solicitor, accountant or
other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK, or if
not from another appropriately independent financial adviser in your own jurisdiction.
If you have sold, transferred or otherwise disposed of all your shares in Henderson High Income Trust plc (the ‘Company’),
please pass this circular and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom you
made the sale, transfer or disposal for transmission to the purchaser or transferee, except that such documents should not
be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and
regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company,
you should retain this circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent
through whom you made the sale, transfer or disposal.
Henderson High Income Trust plc Annual Report 2025
84
(b) otherwise than pursuant to sub-paragraph (a) above
up to a maximum aggregate nominal value of £847,595
(or such amount being equivalent to 10% of the
Company’s issued ordinary share capital at the date of
the passing of this resolution excluding shares held in
treasury); and
(c) at a price not less than the net asset value per ordinary
share as at the latest practicable date before such
allotment or sale of ordinary shares as determined by
the Directors in their reasonable discretion;
and shall expire at the conclusion of the next annual general
meeting of the Company, or if earlier, on the expiry of 15
months from the passing of this resolution, unless renewed,
varied or revoked at a general meeting prior to such time,
save that the Directors may before such expiry make an offer
or agreement which would or might require ordinary shares to
be allotted or sold after such expiry and the Directors may
allot ordinary shares or sell ordinary shares from treasury in
pursuance of such an offer or agreement as if the power
conferred hereby had not expired.
14 THAT in substitution for all existing authorities the
Company be and is hereby generally and unconditionally
authorised in accordance with Section 701 of the Act to
make market purchases (within the meaning of Section
693(4) of the Act) of ordinary shares of 5p each in issue in
the capital of the Company on such terms and in such
manner as the Directors may from time to time determine,
provided that:
(a) the maximum number of ordinary shares which may
be purchased is 14.99% of the Company’s issued
ordinary share capital at the date of the passing of
thisresolution (equivalent to 25,410,899 ordinary
shares at 23 March 2026, being the last practicable
date priorto publication of this notice) excluding shares
heldin treasury;
(b) the maximum price (exclusive of expenses) which may
be paid for an ordinary share shall not exceed the
higher of:
i) 105% above the average market price of the
ordinary shares as taken from the London Stock
Exchange Daily Official List for the five business
days immediately prior to the day the purchase is
made; and
ii) the higher of the last independent trade and the
highest current independent bid on the London
Stock Exchange;
(c) the minimum price (exclusive of expenses) which may
be paid for an ordinary share shall be 5p, being the
nominal value per share;
(d) the authority hereby conferred shall expire at the
conclusion of the next annual general meeting of the
Company, or, if earlier, on the expiry of 15 months from
the passing of this resolution, unless such authority is
renewed, varied or revoked before that expiry;
(e) the Company may make a contract to purchase
ordinary shares under the authority hereby conferred
which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase
of ordinary shares pursuant to any such contract; and
(f) any ordinary shares so purchased shall be cancelled
or, if the Directors so determine, be held, sold,
transferred or otherwise dealt with as treasury shares
in accordance with the provisions of the Act.
15 THAT a general meeting other than an annual general
meeting may be called on not less than 14 clear days’
notice, such authority to expire at the conclusion of the
next annual general meeting of the Company.
By order of the Board
Janus Henderson Secretarial Services UK Limited
CorporateSecretary
25 March 2026
Registered office:
201 Bishopsgate, London EC2M 3AE
Notice of Annual General Meeting (continued)
MOORGATE
BISHOPSGATE
PRIMROSE ST.
WORSHIP STREET
201 Bishopsgate
London EC2M 3AE
LIVERPOOL
STREET
STATION
APPOLD ST.
SUN STREET
BROADGATE
CIRCLE
FINSBURY PAVE.
EARL ST.
WORSHIP STREET
ROPEMAKE R STREET
LIVERPOOL ST
LONDON WALL
WILSON ST.
BISHOPSGATE
GREAT EASTERN ST.
COMMERCIAL ST.
SHOREDITCH
HOUNDSDITCH
AL DGATE
MIDDLESEX
STREET
CHISWELL STREET
SOUTH PLACE
ELDON ST.
FINSBU RY
CIRCUS
CITY ROAD
FINSBURY SQ.
FINSBURY SQ.
CLIFTON ST.
SPITALFIELDS
MARKET
FOLGATE ST.
NORTON
MIDDLESEX ST.
BRUSHFIELD STREET
APPOLD ST.
Annual General Meeting venue
The 37th Annual General Meeting will be
held at Janus Henderson Investors’ offices
at 201 Bishopsgate, London EC2M 3AE.
It is a few minutes walk from Liverpool Street
Station and from Moorgate Underground Station.
Henderson High Income Trust plc Annual Report 2025
85
Explanations of the Resolutions
The information set out below is an explanation of the
business to be considered at the Meeting.
Resolutions 1 to 12 are proposed as Ordinary Resolutions.
This means that for each of those resolutions to be passed
more than half of the votes cast must be in favour of the
resolution. Resolutions 13 to 15 are proposed as Special
Resolutions. This means that for each of those resolutions to
be passed at least three-quarters of the votes cast must be in
favour of the resolution.
Ordinary Business
Resolution 1: Company’s Annual Report and
audited financial statements (ordinary resolution)
The Directors are required to lay before the Meeting the
Annual Report and audited financial statements in respect of
the financial year ended 31 December 2025 including the
Strategic Report, Report of the Directors, Independent
Auditor’s Report and the Directors’ Remuneration Report.
Shareholders will be given an opportunity at the Meeting to
ask questions on these items. At the end of the discussion,
shareholders will be invited to receive the Annual Report and
audited financial statements.
Resolution 2: Directors’ Remuneration Policy
(ordinary resolution)
The vote on the Remuneration Policy is binding and the
Policy is put to shareholders every three years in
accordance with legislation.
Resolution 3: Directors’ Remuneration Report
(ordinary resolution)
Shareholders are requested to approve the Remuneration
Report which is set out on pages 45 to 47. This vote is
advisory and does not affect the remuneration payable to any
individual Director. However, the Board will take feedback
from shareholders regarding remuneration and incorporate
this into any future remuneration discussions.
Resolutions 4 to 8: Re-appointment of Directors
(ordinary resolutions)
In line with the provisions of the Code of Corporate Governance
issued by the Association of Investment Companies, all
Directors will be retiring at the meeting and offer themselves for
re-appointment as set out below.
Resolution 4 relates to the re-appointment of Jeremy Rigg as
a Director of the Company. Jeremy was appointed to the
Board on 1 April 2018. Jeremy was appointed as Chairman of
the Board, the Management Engagement Committee and the
Insider Committee on 24 May 2021.
Resolution 5 relates to the re-appointment of Richard
Cranfield as a Director of the Company. Richard was
appointed to the Board on 1 March 2020.
Resolution 6 relates to the re-appointment of Francesca
Ecsery as a Director of the Company. Francesca was
appointed to the Board on 31 December 2022.
Resolution 7 relates to the re-appointment of Jonathan Silver
as a Director of the Company. Jonathan was appointed to the
Board on 2 January 2019 and subsequently became
Chairman of the Audit & Risk Committee on 8 May 2019.
Resolution 8 relates to the re-appointment of Preeti Rathi as
a Director of the Company. Preeti was appointed to the Board
on 31 December 2024.
The Board has reviewed the performance and commitment of
the Directors standing for re-appointment and considers that
each of the Directors should continue in office as they bring
wide, current and relevant business experience that allows
them to contribute effectively to the leadership of the
Company. Furthermore, the Board is satisfied that, having
considered each Directors’ experience and the nature of, and
anticipated demands on his or her time by virtue of their other
business commitments, each Director is able to commit the
time required to fulfil his or her responsibilities as a Director of
the Company.
All the Directors are considered independent for the purposes
of the AIC Code. Biographical details for the Directors are
shown on pages 34 to 35.
Resolutions 9 and 10: Appointment and
remuneration of the statutory auditor (ordinary
resolutions)
In accordance with Sections 489 and 492 of the Act
shareholders are required to approve the appointment
oftheCompany’s auditor each year and to give authority
tothe Directors to determine their remuneration.
In accordance with mandatory audit firm rotation requirements,
the Audit and Risk Committee initiated a formal tender process
in 2025 as PwC had completed a 10-year term. The Audit and
Risk Committee managed a competitive audit tender process,
meticulously following the best practice guidance of the FRC.
Following completion of the process, the Committee
recommended the appointment of Forvis Mazars LLP as the
Company’s auditor for the year ending 31December 2026.
The Board has accepted this recommendation and is pleased
to propose the appointment of Forvis Mazars LLP in respect of
the year ending 31 December 2026 and seeks authority for the
Directors to determine their remuneration.
Other Business
Resolution 11: Approval of dividend policy
(ordinary resolution)
The Directors seek approval of the Company’s dividend policy
to continue to pay four quarterly interim dividends each year.
In the year ended 31 December 2025 these four quarterly
dividends totalled 10.90p per ordinary share.
Notice of Annual General Meeting (continued)
Henderson High Income Trust plc Annual Report 2025
86
Resolution 12: Authority to allot shares
(ordinaryresolution)
At the AGM on 13 May 2025, the Directors were granted
authority to issue 17,214,170 new ordinary shares. No shares
have been issued under this authority, which will expire at the
forthcoming AGM.
Accordingly, an ordinary resolution to renew this authority will
be proposed at the forthcoming AGM, which will allow the
Directors to allot shares up to a maximum of 10% of the
issued share capital, excluding treasury shares, which at the
date of publication of this Notice was 16,951,900 shares
(aggregate nominal value of £847,595).
The resolution is set out in full in this Notice on page 84.
Ifrenewed, the authority shall expire at the conclusion of the
next annual general meeting of the Company or, if earlier, on
the expiry of 15 months from the passing of this resolution
unless such authority is renewed before that expiry.
Resolution 13: Power to disapply pre-emption
rights (special resolution)
At the AGM on 13 May 2025, the Directors were given authority
toallot or sell up to 17,214,170 shares without first having to offer
these to existing shareholders in accordance with statutory
pre-emption procedures. No new shares have been issued under
this authority. The Directors may disapply pre-emption rights in
respect of any shares issued under the remaining authority up to
the 2026 AGM when the current authority will expire.
Resolution 13 therefore proposes to renew the Directors’
annual authority to allot or sell ordinary shares in the capital of
the Company, for cash or from treasury, pursuant to resolution
12, up to a maximum of 16,951,900 shares (aggregate nominal
value of £847,595 or such amount being 10% of the
Company’s issued ordinary share capital, excluding treasury
shares, as at the date of the passing of this resolution), without
first having to offer these shares to existing shareholders. If
renewed, the power shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, on the
expiry of 15 months from the passing of this resolution unless
such authority is renewed before that expiry.
The Directors do not intend to allot or sell shares pursuant to
resolutions 12 and 13 other than to take advantage of
opportunities in the market as they arise and only if they
believe it to be advantageous to the Company’s existing
shareholders to do so, and when it would not result in any
dilution of net asset value per ordinary share (i.e. shares will
only be issued at a premium to net asset value).
Resolution 14: Repurchase of the Company’s
ordinary shares (special resolution)
At the Company’s last AGM held on 13 May 2025, the Directors
were granted authority to repurchase 25,804,041 ordinary
shares. As at 23 March 2026 (being the latest practicable date
prior to the publication of this Notice) the Directors have bought
back 2,622,692 shares. Therefore the Directors have remaining
authority to repurchase 23,181,349 shares.
Resolution 14 seeks to renew the Company’s authority to
repurchase shares. The authority under this resolution is
limited to the purchase of a maximum of 14.99% of the
ordinary shares in issue at the date of the passing of this
resolution (excluding shares held in treasury). The minimum
price which may be paid for an ordinary share is 5p which is
the nominal value of each share. In accordance with the UK
Listing Rules of the Financial Conduct Authority (‘FCA’), the
maximum price which may be paid for an ordinary share is the
higher of:
(a) 105% above the average market price of the ordinary
shares taken from the London Stock Exchange Daily
Official List for the five business days immediately
preceding the day on which the purchase is made; and
(b) the higher of the last independent trade and the highest
current independent bid on the London Stock Exchange.
Both the minimum and maximum price are exclusive of any
relevant tax and expenses payable by the Company. The
Company may cancel or hold in treasury any shares bought
back under this authority.
The Directors believe that, from time to time and subject
tomarket conditions, it will continue to be in the
shareholders’ interests to buyback the Company’s shares
when they are trading at a discount to the underlying net
asset value per ordinary share. The authority being sought
provides an additional source of potential demand for the
Company’s shares.
The Company may utilise the authority to purchase shares by
either a single purchase or a series of purchases when market
conditions allow, with the aim of maximising the benefit to
shareholders. This proposal does not indicate that the
Company will purchase shares at any particular time or price,
nor imply any opinion on the part of the Directors as to the
market or other value of the Company’s shares.
This authority will expire at the conclusion of the next annual
general meeting of the Company or, if earlier, on the expiry of
15 months from the passing of this resolution unless such
authority is renewed before expiry. It is the present intention of
the Directors to seek a similar authority annually.
Resolution 15: Notice of general meetings
(special resolution)
The Act stipulates that the notice period for general meetings
(other than annual general meetings) is 21 days unless
shareholders’ approval to reduce the notice period has been
given. The Board is of the view that it is in the Company‘s
interest to have a shorter notice period which complies with
the provisions of the Act. The passing of resolution 15 would
preserve the Company’s ability to call general meetings (other
than an annual general meeting) on 14 clear days’ notice
where shareholders are given the opportunity to vote at such
meetings by electronic means. The Board would utilise this
authority to provide flexibility when merited and would not use
it as a matter of routine. The Board intends to seek a renewal
of such authority at subsequent annual general meetings.
Notice of Annual General Meeting (continued)
Henderson High Income Trust plc Annual Report 2025
87
Notes to the Meeting
1. Rights to attend and vote
Subject to note 2, all of the Company’s members are entitled
to attend, speak and vote at the forthcoming AGM or at any
adjournment(s) thereof. On a poll each member has one vote
for each share held.
2. Voting record date
Only members registered in the Register of Members of the
Company at 12 noon on Friday, 8 May 2026 (the voting record
date) shall be entitled to attend, speak and vote at the AGM in
respect of the number of voting rights registered in their name
at that time. Changes to entries on the Register of Members
after 12 noon on Friday, 8 May 2026 shall be disregarded in
determining the rights of any person to attend and vote at the
Meeting.
If the AGM is adjourned by no more than 48 hours after the
original time, the same voting record date will also apply for
the purpose of determining the entitlement of members to
attend, speak and vote (and for the purpose of determining
the number of votes they may cast) at the adjourned meeting.
If the AGM is adjourned for more than 48 hours then the
voting record date will be close of business on the day which
is two days (excluding non-working days) before the day of the
adjourned meeting or, if the Company gives notice of the
adjourned meeting, at any time specified in that notice. In the
case of joint holders of a voting right, the vote of the senior
who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint
holders and, for this purpose, seniority shall be determined by
the order in which the names stand in the Register of
Members in respect of the joint holding.
3. Right to appoint proxies
Pursuant to Section 324 of the Act, a member entitled to
attend and vote at the Meeting may appoint more than one
proxy, provided that each proxy is appointed to exercise the
rights attached to different shares held by them. A proxy need
not be a member of the Company. The completion of the
Form of Proxy or any CREST proxy instruction (as described
in notes 6and 8) will not preclude a shareholder from
attending and voting in person at the Meeting.
If the total number of voting rights that the Chairman will be able
to vote (taking into account any proxy appointments from
shareholders over which the Chairman is given discretion and
any voting rights in respect of the Chairman’s own shares) is
such that the Chairman will have a notifiable obligation under the
Disclosure Guidance and Transparency Rules of the FCA, the
Chairman will make the necessary notifications to the Company
and the FCA. Therefore, any member holding 3% ormore of the
voting rights in the Company who grants the Chairman a
discretionary proxy in respect of some or all of those voting rights
and so would otherwise have a notification obligation under the
Disclosure Guidance and Transparency Rules, need not make a
separate notification to the Company and to the FCA. However,
any member holding 3% or more ofthe voting rights in the
Company who appoints a person otherthan the Chairman as
proxy will need to ensure that both the member and the proxy
comply with their respective disclosure obligations under the
Disclosure Guidance and Transparency Rules.
The right to appoint a proxy under Section 324 of the Act does
not extend to persons nominated to receive information rights
under Section 146 of the Act. Persons nominated to receive
information rights under Section 146 of the Act have been sent
this Notice and are hereby informed, in accordance with
Section 149(2) of the Act, that they may have the right under an
agreement with the registered member by whom they are
nominated to be appointed, or to have someone else
appointed, as a proxy for the Meeting. If they have such right
instead and do not wish to exercise it, they may have a right
under such an agreement to give instructions to the registered
member as to the exercise of voting rights.
Nominated persons should contact the registered member by
whom they were nominated (not the Company) in respect of
these arrangements. The statement of rights of shareholders
in relation to the appointment of proxies in this paragraph
does not apply to nominated persons.
If you are an institutional investor you may be able to appoint
aproxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity, please
go to www.proxymity.io. Your proxy must be lodged by
12noon on Friday, 8 May 2026 in order to be considered valid.
Before you can appoint a proxy via this process you will
needto have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as
youwill be bound by them and they will govern the electronic
appointment of your proxy.
4. Proxies’ right to vote at the Meeting
On a vote on a show of hands, each proxy has one vote.
TheBoard considers that a poll is more democratic, as it
enables the votes of all shareholders to be counted, whether
or not they attend the AGM in person. Accordingly, voting
onthe Resolutions will be by way of a poll rather than a show
of hands.
Recipients of this document who are the beneficial owners
ofordinary shares in the capital of the Company held
throughanominee should follow the instructions provided
bytheir nominee or check with their professional adviser if
noinstructions have been provided. Shareholders are strongly
recommended to complete and return their proxy appointments,
appointing the Chair of the Meeting as their proxy.
On a poll all or any of the voting rights of the member may
beexercised by one or more duly appointed proxies.
However, where a member appoints more than one proxy,
Section 285(4) of the Act does not authorise the exercise by
the proxies taken together of more extensive voting rights
thancould be exercised by the member in person.
Notice of Annual General Meeting (continued)
Henderson High Income Trust plc Annual Report 2025
88
Henderson High Income Trust plc Annual Report 2025
Strategic Report
The Henderson High
Income Story 2
Performance Highlights 5
Chairman’s Statement 8
Fund Manager’s Report 11
Portfolio and
Financial Information 16
Business Model 22
Managing Risks 26
Viability Statement 28
Key Performance
Indicators 29
Governance
Board of Directors 34
Corporate Governance
Report 36
Audit and Risk
Committee Report 40
Management Engagement
Committee Report 43
Nominations and
Remuneration
Committee Report 44
Directors’ Remuneration
Report 45
Directors’ Report 48
Statement of Directors’
Responsibilities 49
Financial
Statements
Independent Auditor’s
Report 51
Income Statement 57
Statement of Changes
inEquity 58
Statement of Financial
Position 59
Statement of Cash
Flows 60
Notes to the Financial
Statements 61
Additional
Shareholder
Information
Glossary 78
Alternative Performance
Measures (Unaudited) 79
General Shareholder
Information 81
Corporate Information 82
Notice of Annual
General Meeting
Notice of Annual
General Meeting 84
Objective
The Company invests in a prudently
diversified selection of both well-
known and smaller companies to
provide investors with a high dividend
income stream while also maintaining
the prospect of capital growth.
5. Voting by corporate representatives
Corporate representatives are entitled to attend and vote on
behalf of the corporate member in accordance with Section
323 of the Act provided they do not do so in relation to the
same shares. Please bring the letter of corporate
representation with you to the meeting.
6. Receipt and termination of proxies
To be valid the Form of Proxy must be received by the
Company’s Registrar (Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZY) before
12noon on Friday, 8 May 2026. A member may terminate a
proxy’s authority at any time before the commencement of the
Meeting. Termination must be provided in writing and
submitted to the Company’s Registrar.
As an alternative to completing and returning the printed Form
of Proxy, you may submit your proxy electronically by accessing
www.investorcentre.co.uk/eproxy. For security purposes,
you will be asked to enter the control number, your shareholder
reference number (‘SRN’) and personal identification number
(‘PIN’) to validate the submission of your proxy online. The
control number and members’ individual SRN and PIN
numbers are shown on the Form of Proxy. To be valid proxies
must be received no later than 12 noon on Friday, 8 May 2026
(or, in the case of an adjournment, no later than 48 hours
beforethe time fixed for the holding of the adjourned meeting).
In accordance with the Company’s Articles of Association,
indetermining the deadline for receipt of proxies, no account
shall be taken of any part of a day that is not a working day.
7. Communication with the Company
Members may not use any electronic address provided either
in the notice or any related documents (including the Form of
Proxy) to communicate with the Company for any purpose
other than those expressly stated.
8. Electronic receipt of proxies
To appoint one or more proxies or to give an instruction to a
proxy (whether previously appointed or otherwise) via the
CREST system, CREST messages must be received by the
Company’s agent (ID number 3RA50) no later than the
deadline specified in note 6. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp generated by the CREST system) from which the
issuer’s agent is able to retrieve the message. The Company
may treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Instructions on how to vote through CREST can be found on
the website www.euroclear.com/CREST.
9. Questions at the Annual General Meeting
Shareholders can submit questions to the Board in advance
of the meeting by email to itsecretariat@janushenderson.com
by no later than Monday, 11 May 2026. Section 319A of the
Act requires the Directors to answer any question raised at
the AGM which relates to the business of the Meeting,
although no answer need be given:
(a) if to do so would interfere unduly with the proceedings of
the Meeting or involve disclosure of confidential
information;
(b) if the answer has already been given on the Company’s
website; or
(c) if it is undesirable in the best interests of the Company or
the good order of the Meeting that the question be
answered.
The attendance at the meeting of members and their proxies
and representatives is understood by the Company to
confirmtheir agreement to receive communications made at
the meeting.
10. Website
Members satisfying the thresholds in Section 527 of the Act
can require the Company to publish a statement on its
website setting out any matter relating to:
(a) the audit of the Company’s accounts (including the
Auditors’ Report and the conduct of the audit) that are to
be laid before the Meeting; or
(b) any circumstances connected with an Auditor of the
Company ceasing to hold office since the last AGM, that
the members propose to raise at the Meeting.
The Company cannot require the members requesting the
publication to pay its expenses. Any statement placed on the
website must also be sent to the Company’s Auditors no
later than the time it makes its statement available on the
website. The business which may be dealt with at the
Meeting includes any statement that the Company has been
required to publish on its website. The Company’s Annual
Report which contains this Notice of Meeting is available
atwww.hendersonhighincome.com, together with these
explanatory notes.
11. Documents available for inspection
Copies of the Directors’ letters of appointment may be
inspected at the registered office of the Company, 201
Bishopsgate, London EC2M 3AE during normal business
hours on any day (Saturdays, Sundays and public holidays
excepted) and will be available at the Meeting from 15
minutes prior to the commencement of the Meeting until
itsconclusion. No Director has a contract of service with
theCompany.
12. Total voting rights
As at 23 March 2026 (being the last practicable date prior
tothe publication of this Notice), the total number of shares
inthe Company in issue is 172,141,700 including 2,622,692
shares held in treasury. On a poll each member has one vote
for every one share held. As treasury shares have no voting
rights, the total number of voting rights in the Company on
that date is 169,519,008.
Henderson High Income Trust plc Annual Report 2025
Notice of Annual General Meeting (continued)
89
Henderson
High Income
Trust plc
Annual Report 2025
JHI9212/2025Henderson High Income Trust plc – Annual Report 2025
Henderson High Income Trust plc
Registered as an investment company in England and Wales
Registration number 02422514
Registered office: 201 Bishopsgate, London EC2M 3AE
SEDOL number: 0958057
ISIN number: GB0009580571
London Stock Exchange (TIDM) Code: HHI
Global Intermediary Identification Number (GIIN): JBA08I.99999.SL.826
Legal Entity Identifier Number (LEI): 213800OEXAGFSF7Y6G11
www.hendersonhighincome.com
JHI9212/2025Designed and typeset by 2112 Communications, London. Printed by Paragon Leycol.
Seeking superior
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