RNS Number:7987S
Henderson Absolute Rtn Portfolio Ld
03 December 2003


                  HENDERSON ABSOLUTE RETURN PORTFOLIO LIMITED

3 December 2003

           Recommended proposals for a members' voluntary winding-up
On 7 August 2003, the Board of Henderson Absolute Return Portfolio Limited (the
"Company") announced its intention to provide Shareholders with proposals
relating to a voluntary liquidation of the Company. On 29 October 2003, the
Board announced that 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, on
which basis the Board was recommending that the Company be wound up and
reconstructed. It has now become clear that insufficient Shareholders wish to
continue their investment in this way. The Board is therefore proposing the
winding-up of the Company.

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.

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 have been
trading for some time, most of the Shareholders contacted expressed a desire for
a cash exit from the Company at net asset value.

The Board has considered a variety of possible alternatives available to it,
including making available a successor vehicle into which some of the Company's
assets could be transferred. It has, however, become clear to the Board that
insufficient Shareholders wish to continue their investment in this way.
Accordingly, the Board has concluded that proposals should be put to
Shareholders providing for a voluntary winding-up of the Company.

The Proposals

An Extraordinary General Meeting of the Company will be held at 11.00 a.m. on
Friday 19 December 2003 at which it will be proposed that the Company will be
wound up in accordance with its Articles of Association. 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.

Subject to the passing of the Special Resolution at the Extraordinary General
Meeting, it is expected that an initial distribution of cash will be made to
Shareholders by 31 January 2004. Any balance remaining in the hands of the
Liquidators on the completion of the Liquidation will be paid in cash to the
Shareholders on the register at the close of business on the Effective Date pro
rata to their shareholdings at that time.

Implementation of the Proposals

If the Special Resolution is passed, the Liquidators will redeem all of the
Company's investments. On the receipt of the proceeds of such redemptions, the
Liquidators will set aside the Liquidation Fund comprising cash of an amount
which they 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, the
    Circular to Shareholders containing details of these Proposals 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 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 of the Company's investments will be distributed in cash by the
Liquidators to Shareholders.

Cheques in respect of the cash amount due to the Shareholders are expected to be
despatched by 31 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.

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 Special Resolution
being passed and entered by the Greffier in the Register of Companies in
Guernsey the Company will be wound up.

Notice of the Extraordinary General Meeting is set out at the end of the
Circular.

Costs

The costs (excluding the Liquidators' retention and the remuneration to which
the Manager is contractually entitled under its investment management agreement
with the Company) to be borne by the Company in connection with the Proposals
are not expected to exceed #225,000 (exclusive of VAT).

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.

Dividends

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

Stock Exchange Dealings and Settlement

The Company's Share register will be closed and disabled in CREST at the close
of business on Friday 19 December 2003. The last day for dealings in Shares on
the London Stock Exchange for normal account settlement (to enable settlement
prior to the Record Date) will be 5.00 p.m. on Tuesday 16 December 2003 (on a
normal rolling three day settlement basis). On the morning of the Effective
Date, dealings in the Shares will be suspended. The Company's admission to
trading on the London Stock Exchange's market for listed securities will be
cancelled and the Shares of the Company will be removed from the Official List
of the UK Listing Authority on 31 January 2004.

Certificates and Documents

After the distribution of cash 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.

Documents available for inspection

Copies of the following documents are available for inspection at the registered
office of the Company and at the offices of Eversheds LLP, Senator House, 85
Queen Victoria Street, London EC4V 4JL during normal business hours on any
weekday (Saturdays and public holidays excepted) up to and including the
Effective Date:

(l) the Memorandum and Articles of Association of the Company; and

(2) the published audited accounts of the Company for the two financial years
ended 30 September 2001 and 30 September 2002.

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 Wednesday 17 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.

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. 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).

                               EXPECTED TIMETABLE

Latest time for receipt of Letters of Direction from PEP/   11.00 a.m. on Monday
ISA/Shareplan Shareholders                                  15 December 2003

Last Day for dealings for normal settlement (to enable      5.00 p.m. on Tuesday
settlement prior to the Effective Date)                     16 December 2003
Record Date

Latest time for receipt of Forms of Proxy for Extraordinary 11.00 a.m. on
General Meeting                                             Wednesday 17
                                                            December 2003

Suspension of Shares from trading on the London Stock       7.30 a.m. on Friday

Exchange and suspension of listing on the Official List of  19 December 2003
the UK Listing Authority

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

Closing of Register of Shareholders                         5.00 p.m. on Friday
                                                            19 December 2003
Certified copy of the Special Resolution filed with
Greffier
Effective Date

Cheques expected to be despatched to Shareholders in        By 31 January 2004
respect of first Liquidation Distribution

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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