RNS Number:2440S
Henderson Absolute Rtn Portfolio Ld
19 November 2003


                  HENDERSON ABSOLUTE RETURN PORTFOLIO LIMITED


19 November 2003



Henderson Absolute Return Portfolio Limited ("HARP") - Recommended Proposals for
the Winding-Up and Reconstruction of the Company


On 7 August 2003, the Board announced its intention to provide Shareholders with
proposals relating to a voluntary liquidation of the Company. On 29 October 2003
the Board announced that, following the August announcement, it had become aware
of a number of Shareholders who wished to remain invested in a fund with a
similar investment policy to the Company and that consequently it was
recommending that the Company be wound up and reconstructed. Shareholders have
today been sent a circular to provide them with details of the proposals
relating to the winding up and the opportunity for Qualifying Shareholders to
continue their investment in a vehicle with a similar investment objective and
to seek their approval for the Special Resolution required to implement these
proposals.


Background to the Proposals


In a circular dated 2 July 2003 the Board put forward proposals by which the
Company offered Shareholders the opportunity to tender their Shares for purchase
by the Company. An extraordinary general meeting of the Company was convened for
25 July 2003 to consider resolutions in connection with the proposed tender
offer. As announced on 25 July, this meeting was adjourned because the Board had
received a requisition from Carrousel Capital Limited for alternative proposals
to be put to Shareholders.


The Board has considered a variety of possible alternatives available to it.
Through UBS, the Board has made contact with Shareholders holding a majority of
the Company's Shares to obtain their views on the future direction of the
Company. In the light of the decrease in the Company's share price since its
launch in 2001 and the discount to net asset value at which the Shares had been
trading for some time prior to the posting of the circular to shareholders dated
2 July 2003, a number of the Shareholders contacted expressed a desire for a
cash exit from the Company at around net asset value. However, a number of
Shareholders contacted also expressed a wish to continue their investment in a
tax efficient manner in a vehicle with a similar investment objective to that of
the Company.


The Board is therefore recommending a reconstruction of the Company which will
allow Shareholders to realise their investment in cash and which will allow
Qualifying Shareholders to rollover some or all of their existing Shares into
Newco. Since Newco is an unregulated collective investment scheme for the
purposes of FSMA no information relating to it can be sent to Shareholders who
are not Qualifying Shareholders. Its investment policies will be similar to
those of the Company but it will take the form of an open-ended investment
company.


The Proposals


At an Extraordinary General Meeting of the Company to be held on Friday 5
December 2003 at which it will be proposed that the Company will be wound up in
accordance with its Articles of Association. Newco, will be launched as the
successor vehicle to the Company providing Qualifying Shareholders with a
rollover opportunity. It is proposed that following the winding up, the
Company's resulting cash balance, after providing for all known liabilities
including the expenses of the Proposals, will be distributed to Shareholders pro
rata to their holdings of Shares in the Company, provided that Qualifying
Shareholders only will have the opportunity to receive Newco Shares instead of
cash in respect of some or all of their investment of the Company, under the
Rollover Option.


For the purposes of implementing the Scheme, Shares will be reclassified
pursuant to the Special Resolution to be proposed at the Extraordinary General
Meeting in accordance with elections (and deemed elections) by Shareholders.
This Special Resolution will also approve the Scheme.


The latest time for receipt of Forms of Election is 5.00 p.m. on Wednesday 26
November 2003.


On the basis of the Forms of Election received from Qualifying Shareholders
validly electing to receive Newco Shares under the Rollover Option the Board
will determine what proportion of the Company's Underlying Investments will be
required to be redeemed in order to:


(a) provide for all known liabilities of the Company both actual and contingent;
and


(b) satisfy the entitlements of Shareholders who are to receive cash in the
Company's winding up.


The Company will then instruct the Manager to serve notices to redeem such of
the Company's Underlying Investments so as to realise sufficient cash to meet
such obligations. The determination by the Company and service of the redemption
notices by the Manager is expected to take place on or before Friday 28 November
2003.


It is anticipated that the cash proceeds from the redemption of the Company's
Underlying Investments will be remitted to the Liquidators by the middle of
January 2004. On receipt of the cash proceeds of such redemptions, the
Liquidators will set aside the Liquidation Fund, comprising cash of an amount
which the Liquidators consider sufficient to provide for all known liabilities
of the Company both actual and contingent, including the payment of:


* any unpaid costs and expenses incurred, and/or to be borne, by the
Company in formulating, preparing and implementing the Proposals, this document
and all associated documents and the Liquidators in implementing the Proposals
not otherwise paid prior to the liquidation;


* any tax and contingent liabilities of the Company; and


* any other amounts considered by the Liquidators to be appropriate to
provide for any costs, expenses, liabilities or contingencies.


To the extent that any part of the Liquidation Fund or the proceeds of
realisation of any other asset or cash balances of the Company is not required
to meet the Company's liabilities, the balance remaining in the hands of the
Liquidators will be paid in due course as one or more Liquidation Distributions
to Shareholders (including Rollover Electors) holding Shares on the Register at
the close of business in Guernsey on the Effective Date on a pari passu basis
pro rata to their respective holdings as at that time.


After making provision for the Liquidation Fund, the balance of the proceeds of
the redemption or sale of the Company's Underlying Investments will be
distributed in cash by the Liquidators to Shareholders, except in the case of
Rollover Electors who will receive Newco Shares under the Rollover Option.


Cheques in respect of the cash amount due to the Shareholders, other than
Rollover Electors to the extent that they have elected for the Rollover Option,
are expected to be despatched by the end of January 2004, or as soon as
practicable thereafter. Payments in excess of #100,000 may be paid through CHAPS
at the request of Shareholders. Payments will be made at the expense and risk of
the recipient. Cash entitlements will be rounded down to the nearest penny.


Under the terms of the Scheme, a portfolio of securities will be transferred by
the Liquidators to Newco in consideration for the issue of Newco Shares to
Qualifying Shareholders who elect for the Rollover Option. Entitlements of
Shareholders electing to receive Newco Shares will be calculated in accordance
with the Scheme. Newco Shares will be issued for this purpose at #100 per Newco
Share and no initial fee will be charged in relation to them.


Fractions of Newco Shares will be issued where appropriate and if necessary to
two decimal places.


Newco Shares issued pursuant to the Rollover Option will be issued in bookstock
form meaning that the entitlement of a Rollover Elector to Newco Shares will be
evidenced by an entry in Newco's register of members, as maintained by its
administrator, and not by a share certificate.


The Proposals will become effective on the date of entry by the Greffier in the
Register of Companies in Guernsey of the Special Resolution to be proposed at
the Extraordinary General Meeting, which is expected to occur on or around 8
December 2003.


In the event that the Special Resolution is passed but the Irish Stock Exchange
does not agree on or before 31 January 2004 to admit to trading subject to
allotment the Newco Shares to be admitted pursuant to the Scheme or the
Directors resolve that it is for any reason impossible or impractical to proceed
with the Scheme, the reclassification of the Shares described above will be
reversed and the liquidation of the Company will proceed without any rollover
option.


If the Special Resolution is passed and the Proposals become effective, the
Company's admission to trading on the London Stock Exchange's market for listed
securities will be cancelled and Shares of the Company will be removed from the
Official List of the UK Listing Authority by 31 January 2004.


Failure to make an Election


Qualifying Shareholders who do not make a valid election by 5.00 p.m. on
Wednesday 26 November 2003 for the purposes of the Proposals will receive cash
in respect of their entire holding of Shares.


Extraordinary General Meeting


The Special Resolution will be proposed at the Extraordinary General Meeting to
approve the winding-up of the Company, to appoint the Liquidators and to confer
appropriate powers on them. In accordance with the Articles of Association, all
Shareholders are entitled to vote on the Special Resolution. The Special
Resolution will require the approval of 75 per cent. of those voting in person
or by proxy at the Extraordinary General Meeting. Upon such resolution being
passed and entered by the Greffier in the Register of Companies in Guernsey the
Company will be wound up accordingly.


Advantages of the Proposals


The Directors believe that the Proposals are in the best interests of
Shareholders because:


* they provide Qualifying Shareholders with a choice of either
continuing part or all of their investment in a vehicle with similar investment
objectives to those of the Company or realising part or all of their investment
in cash;


* Qualifying Shareholders resident in the UK for tax purposes electing
for the Rollover Option will not crystallise a capital gain or loss under the
Proposals;


* all Shareholders have the opportunity to realise their investment in
the Company for cash; and


* part of the termination fee to which the Manager would be entitled in
respect of the termination of its investment management agreement with the
Company will be waived by the Manager.


Investment Management Agreement


On 7 August 2003, 12 months' notice of termination was given by the Company to
the Manager in respect of the investment management agreement dated 21 March
2001 between the Company and the Manager in accordance with the terms of that
agreement. The amount payable to the Manager on termination will be reduced to
take account of the fact that a proportion of the Company's Underlying
Investments are to be transferred pursuant to the Rollover Option to Newco, of
which the Manager will be the investment manager.


Dividends


If the Proposals are implemented, no dividends will be declared or recommended
on the Company's Shares.


Certificates and Documents


After the distribution of cash, the transfer of assets under the Rollover Option
and any Liquidation Distribution(s), existing certificates in respect of Shares
will cease to be of value for any purpose and any existing credit of Shares in
any stock account in CREST will be cancelled.


Action to be taken


Forms of Proxy for EGM


Whether or not Shareholders propose to attend the EGM, the Form of Proxy should
be completed and returned to the address set out on that form as soon as
possible and in any event not later than 11.00 a.m. on 3 December 2003.
Completion and return of the Form of Proxy will not prevent Shareholders from
attending and voting in person at the EGM, should they wish to do so.


Form of Election


Qualifying Shareholders may complete a Form of Election. This is to be used by
them to indicate whether they wish to receive Newco Shares under the Rollover
Option.


Qualifying Shareholders who wish to receive Newco Shares must make an election
on the Form of Election and return it to the Receiving Agent as soon as possible
and in any event no later than 5.00 p.m. on Wednesday 26 November 2003.
Qualifying Shareholders who fail to do so will be deemed to have elected to take
cash and not the Rollover Option.


Qualifying Shareholders should note that, if they hold Shares in both
certificated and uncertificated form, they must complete a separate Form of
Election for each type of holding. Similarly, Qualifying Shareholders should
complete a separate Form of Election for Shares held under different member
account numbers within CREST and for Shares held in certificated form but under
different designations.


Save as disclosed in the paragraph below headed "Overseas Shareholders" any
Qualifying Shareholder returning a Form of Election electing for the Rollover
Option will be representing and warranting to the Company that he is a
Qualifying Shareholder that is not an Overseas Shareholder, and that he does not
hold any Shares on behalf of an Overseas Shareholder.


Save as disclosed in the paragraph below headed "Overseas Shareholders" a
Qualifying Shareholder will be deemed not to have elected for the Rollover
Option if (i) he is unable to make the corresponding representations and
warranties set out in the previous paragraph; (ii) he completes the Form of
Election, with an address outside the United Kingdom or otherwise has a
registered address outside the United Kingdom; or (iii) the Form of Election
received from him is in an envelope postmarked in, or which otherwise appears to
the Receiving Agent or its agents to have been sent from outside, the United
Kingdom. The Company reserves the right, in its absolute discretion, to
investigate, in relation to any Form of Election, whether the representations
and warranties referred to in the paragraphs above given by any Qualifying
Shareholder are correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that any of such representations and
warranties is not correct, such Form of Election shall not be valid.


Overseas Shareholders


Overseas Shareholders will not be permitted to elect for the Rollover Option
unless they are able to satisfy the Manager that they fall within the definition
of a Qualifying Shareholder (save for the exclusion in respect of Overseas
Shareholders) and can further satisfy the Manager that Newco Shares can be
promoted, allotted and issued to them under the Scheme without breaching any
legal or regulatory requirements outside the United Kingdom.


Recommendation


The Board, which has been advised by UBS, believes that the Proposals are in the
best interests of the Shareholders as a whole. In providing advice to the Board,
UBS has taken account of the Directors' commercial assessment of the Proposals.


Accordingly, the Board unanimously recommends Shareholders to vote in favour of
the Special Resolution to be proposed at the EGM, irrespective of the election
(if any) which they may wish to make under the Proposals. The Directors intend
to do the same in respect of their own beneficial and non-beneficial holdings of
Shares (amounting in aggregate to 80,000 Shares representing approximately 0.08
per cent. of the issued share capital of the Company).


The decision for Qualifying Shareholders whether to elect for the Rollover
Option is a matter for each Qualifying Shareholder to decide and will be
influenced by their personal financial and tax circumstances and their
investment objectives. Such Shareholders should seek advice from their own
independent professional advisers.


                               EXPECTED TIMETABLE

Last day for dealings for normal settlements (to enable    5.00 p.m. on Friday
settlement prior to the Record Date)                       21 November 2003

Latest time for receipt of Forms of Election from          5.00 p.m. on
Qualifying Shareholders                                    Wednesday 26 November
                                                           2003

Register Closed

Record Date

Participation of Qualifying Shareholders in Rollover       Friday 28 November
Option determined                                          2003

Redemption notices served in respect of the Underlying
Investments

Latest time for receipt of Letters of Direction from PEP/  11.00 a.m. on Monday
ISA/Shareplan Shareholders                                 1 December 2003

Latest time for receipt of Forms of Proxy for              11.00 a.m. on
Extraordinary General Meeting                              Wednesday 3 December
                                                           2003

Extraordinary General Meeting                              11.00 a.m. on Friday
                                                           5 December 2003

Opening of registers in respect of Reclassified Shares and 8.00 a.m. on Monday 8
dealings in Reclassified Shares expected to commence       December 2003

Certified copy of the Special Resolution filed with        Monday 8 December
Greffier                                                   2003

Effective Date

Dealings in Reclassified Shares suspended                  Tuesday 9 December
                                                           2003

Announcement of definitive TAV                             By 16 January 2004

Provisional schedule of assets and liabilities agreed by
Liquidators and provisional amount of Liquidation Fund
determined

Transfer Agreement completed                               By end of January
                                                           2004

Cheques expected to be despatched to Shareholders
receiving cash

Cancellation of the Company's Listing on the Official
List



Enquiries


Henderson Global Investors


Stephen Westwood                        020 7818 5517

Stephen Phillips                        020 7818 6417


UBS Limited


Will Rogers                            020 7568 2939

Nicholas Rucker                        020 7568 8574








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