Reconstruction Proposals & Winding up

    RNS Number : 1859C
  HSBC European Absolute Limited
  28 August 2008
   

    HSBC European Absolute Limited (the "Company")
    Recommended Reconstruction Proposals and Winding-Up and Class Meetings and Extraordinary General Meeting to be held at 2.00 p.m., 2.05
p.m. and 2.10 p.m. respectively on 24 September 2008

    Under the Proposals:
    *     The Company will be placed into voluntary liquidation.
    *     Sterling Hedged Shareholders and Euro Shareholders of the Company will have the option:
    (a) to elect to roll part or all of their entitlement to the Company's assets, after providing for all its liabilities, into an
investment in HSBC Global Absolute Limited ("HGAL" or the "Rollover Fund") without the payment of any commission, brokerage or initial
charge or the crystallisation of any potential liability to UK taxation of chargeable gains; and/or
    (b) to elect to realise part or all of their investment in the Company and receive cash in the liquidation of the Company.

    Subject to the approval of the Proposals by the Shareholders, Shareholders (other than Excluded Overseas Holders) may elect for cash or
a combination of cash and one of HGAL Sterling Hedged Shares, HGAL Euro Hedged Shares or HGAL US Dollar Shares in respect of their Shares.
Shareholders who are not Excluded Overseas Holders may, if the Directors are satisfied that all applicable laws and regulations are complied
with, participate in the Scheme.

    Full details of the Proposals are set out in a circular dated 27 August 2008 sent to Shareholders (the "Circular"). This announcement
should not be treated as a full and complete summary of the contents of the Circular. This announcement should be read in conjunction with
the Circular. 

    Illustrative Entitlement to HGAL Securities and cash
    The table below illustrates the number of HGAL Securities or the amount of cash which Sterling Hedged Shareholders and Euro Shareholders
would have received had the Company been wound up on 26 August 2008 assuming that (a) the Terminal Asset Value was calculated by reference
to the 15 August 2008 NAV (as published by the Company on 22 August 2008) and (b) in the case of Elections for HGAL Securities, HGAL had
issued its Securities at the net asset value of HGAL as at 15 August 2008 (as published by HGAL on 22 August 2008). It should be noted that
these figures are given for illustrative purposes only and should not be regarded as a forecast of the actual number of HGAL Securities or
amount of cash which Sterling Hedged Shareholders and Euro Shareholders would receive under the Proposals. 

 For every 1,000 Sterling        For every 1,000 Euro
 Hedged Shares held at a         Shares held at a
 Terminal Asset Value of         Terminal Asset Value
 £1.5196 per share as at 15      of EUR2.1274 per
 August 2008 (as published on    share as at 15
 22 August 2008)                 August 2008 (as
                                 published 27 August
                                 2008)

 Number of HGAL Sterling Hedged Shares issued at a Sterling   1402    1562
 Rollover Price of £1.0838 per share
 Number of HGAL Euro Hedged Shares issued at a Euro Rollover  1406    1567
 Price of EUR1.3573 per share
 Number of HGAL US Dollar Shares issued at a US Rollover      1406    1567
 Price of US$2.0025 per share
 Cash Option                                                  £1,519  EUR2,127

    Notes:
    The Sterling Rollover Price and US Rollover Price used in the calculations in the above table are equal to the net asset value of a HGAL
Sterling Hedged Share and HGAL US Dollar Share, respectively, as at 15 August 2008 (as published on 22 August 2008). 

    The Euro Rollover Price used in the calculations in the above table is equal to the net asset value of a HGAL US Dollar Share as at 15
August 2008 (as published by HGAL on 22 August 2008), as converted to Euros at the close of business FX rate on 25 August 2008. 

    There are currently no HGAL Euro Hedged Shares in issue and HGAL Euro Hedged Shares may be issued, subject to, and in accordance with
the details set out in the Circular.

    The Proposals
    Under the Proposals, Sterling Hedged Shareholders and Euro Shareholders will be able to realise part or all of their investment in the
Company for cash payable to them in the liquidation of the Company or to roll over part or all of their investment in a tax-efficient manner
by electing to receive Securities in HGAL. HGAL is a closed-ended investment company, incorporated in Guernsey and listed on the official
list of the London Stock Exchange with all of its issued share capital admitted to trading on the London Stock Exchange's main market for
listed securities. 

    Shareholders (other than Excluded Overseas Holders, who will be treated as described in the section headed "Overseas Holders" in the
Circular) may, under the Scheme, elect for cash or a combination of cash and one of HGAL Sterling Hedged Shares, HGAL Euro Hedged Shares
(which will be a new security within HGAL) or HGAL US Dollar Shares in respect of their Shares. Further details of the Options for Sterling
Hedged Shareholders and Euro Shareholders can be found in the Circular. 

    HSBC Global Absolute Limited (the Rollover Fund)
    HGAL's investment objective is to seek to achieve absolute returns with lower levels of volatility than equities generally. Its policy
is to seek to achieve this by investing in a diversified portfolio of hedge funds and managed accounts exposed to long/short strategies
investing predominantly in global markets. 

    The base currency of HGAL is US Dollars. As at 15 August 2008 (being the most recent net asset value calculation available at the date
of publication of this announcement as published by HGAL on 22 August 2008) HGAL had a net asset value of US$108,569,925.

    Further details concerning HGAL can be found in the Circular.

    Risk Factors
    Shareholders are strongly urged to read the risk factors and summary features of HGAL set out in Part V of the Circular, before making
an Election under the Proposals. The past performance of the Company and HGAL is not a guide to the future performance of HGAL. If
Shareholders are in any doubt as to the contents of this announcement or as to what action to take, they should immediately seek their own
personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Market Act
2000.

    Costs
    If the Proposals become effective, the Company's total costs in connection with the Proposals are
    estimated to be approximately US$555,000 (inclusive of irrecoverable VAT where applicable and
    exclusive of amounts comprising the Retention). All costs will be allocated to the Liquidation Fund in accordance with the Scheme. Any
costs incurred by HGAL in connection with the Proposals will be paid by HGAL.

    Consequences of the Proposals not being approved
    The winding-up of the Company is conditional on the passing of the Resolutions to be proposed at the Class Meetings and the EGM. In the
event that the Proposals are not approved at the Class Meetings and the EGM, the Proposals will not be implemented and the Company will not
be wound up. If the Proposals are approved at the Class Meetings and the EGM but the resolution to wind up the Company is not approved, the
Resolutions will not be effected and the Company will not be wound up. If the Company is not wound up it will continue in operation in
accordance with the Articles of Association. 

    Taxation
    As explained more fully in the section headed "Taxation" in paragraph 4 of Part VI of the Circular, which applies to persons resident in
the UK for taxation purposes, the receipt of HGAL Securities under the Proposals should not, on the basis of current legislation and
published HM Revenue & Customs practice, trigger a disposal of Shares for the purposes of Capital Gains Tax where these Shares are held
beneficially as an investment. A subsequent sale, redemption or other disposal of the HGAL Securities acquired will, however, constitute a
disposal for Capital Gains Tax purposes and may, depending on a Shareholder's particular circumstances, give rise to a liability to Capital
Gains Tax. Shareholders who are UK resident individuals benefit from an annual exemption, which for the 2008/2009 tax year exempts the first
£9,600 of any gains from a charge to Capital Gains Tax. UK resident corporate Shareholders should be entitled to indexation allowance. 

    To the extent that any Shareholder receives cash pursuant to a valid Election (or deemed Election) for the Cash Option, the cash
received will constitute proceeds of a disposal for the purposes of UK taxation of chargeable gains which may, depending on the
Shareholder's individual circumstances (including the availability of exemptions and allowable losses), give rise to a liability to UK
taxation of chargeable gains. Further information is contained in paragraph 4 of Part VI of the Circular. 

    Shareholders are advised to read carefully the section headed "Taxation" in paragraph 4 of Part VI of the Circular and to consult an
independent professional adviser immediately if they are in any doubt as to their circumstances.

    Resolutions to be proposed at the Meetings
    The Proposals are conditional on Shareholder approval being given at the Class Meeting of holders of Sterling Hedged Shares, the Class
Meeting of holders of Euro Shares and the EGM, all of which are convened for 24 September 2008 (or, in each case, at any adjournment of such
Meetings). 

    Class Meetings
    The Articles of Association state that if the share capital of the Company is divided into different classes of shares the rights
attaching to any class may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with
the sanction of a special resolution of the holders of shares of that class.

    The Resolutions to be proposed at the Class Meetings therefore seek the consent of holders of the respective classes of Shares to the
passing and the carrying into effect of those resolutions (see below) to be proposed at the Extraordinary General Meeting which are
necessary for the implementation of the Proposals. The Resolutions will require approval by at least 75 per cent. of the votes cast at each
Class Meeting.

    Extraordinary General Meeting
    For the purposes of implementing the Proposals, an Extraordinary General Meeting will be required at which Resolutions will be proposed
to reclassify the Sterling Hedged Shares and the Euro Shares, approve the Scheme and to amend the Articles of Association of the Company for
the purposes of implementing the Scheme, to place the Company into liquidation, to instruct the Secretary to hold the books of the Company
to the Liquidator's order, to appoint the proposed Liquidators and to fix the basis of the Liquidators remuneration. The Articles of
Association are proposed to be amended to provide, inter alia, for the reclassification of the Shares into Sterling Hedged Shares or Euro
Shares with A Rights, B Rights, C Rights and D Rights. 

    The extraordinary resolution to be proposed at the Extraordinary General Meeting will authorise the Liquidators to divide among the
members in specie the whole or any part of the assets of the Company in accordance with the Scheme (in the event that Shareholders approve
the Proposals) and will confer appropriate powers on the Liquidators.

    Shareholders are recommended to vote in favour of all the Resolutions to be proposed at the Meetings of the Company referred to above
irrespective of the Election, if any, Shareholders intend to make in respect of their Shares and whether or not they intend to attend the
Meetings in person.

    Action to be taken - Appointments of Proxy and Notices of Election
    Details of the action to be taken by Shareholders in relation to the Proposals are set out in Part II of the Circular. It is important
that Shareholders read Part II carefully and return their Appointments of Proxy as soon as possible and in any case no later than 48 hours
before the appointed time for the relevant Meeting.  Certificated Shareholders should return their Forms of Election as soon as possible and
in any event so as to be received no later than 1.00 p.m. on 23 September 2008, and CREST Shareholders send a TTE Instruction to settle no
later than 1.00 p.m. on 23 September 2008.

    Shareholders are encouraged to complete and return their Appointments of Proxy whether or not they intend to attend the Meetings.
Shareholders (who are not Excluded Overseas Holders) are encouraged to make an Election for the Option they would prefer in respect of their
Shares. Shareholders should note that a failure to make a Notice of Election or return a Notice of Election will result in the Shareholder
being deemed to have made an Election for the Default Position as set out under the heading "Default Position If No Action Is Taken By A
Shareholder" on page 5 of the Circular. Shareholders who wish to make an Election for the Default Position, in respect of some or all of
their Shares, need not return a Notice of Election in respect of those Shares that they wish to elect for the Default Position. 

    An Excluded Overseas Holder will not receive a Form of Election or be able to make an Election by way of TTE Instruction and instead
will be deemed to have made an Election for the Cash Option in respect of their entire holding of Shares.

    The HGAL Securities have not been, and will not be, registered under the Securities Act or under any relevant securities laws of any
state or territory or other jurisdiction of the United States and may not be, offered, sold, resold, delivered or distributed, directly or
indirectly, in or into the United States, or for the account or benefit of, US Persons. Any Form of Election received in an envelope
postmarked in the United States or otherwise appearing to have been sent or submitted from the United States will be rejected as invalid and
will be treated as stated in the section headed "Overseas Holders" in Part II of the Circular.

    Expected Timetable
                                               2008
 Latest time and date for receipt of           2.00 p.m. on 22
 Appointments of Proxy for use at the Class    September
 Meeting of Sterling Hedged Shareholders
 Latest time and date for receipt of           2.05 p.m. on 22
 Appointments of Proxy for use at the Class    September
 Meeting of Euro Shareholders
 Latest time and date for receipt of           2.10 p.m. on 22
 Appointments of Proxy for use at the EGM      September
 Closing of Register and Record Date for       6.00 p.m. on 22
 participation in the Proposals                September
 Latest time and date for receipt of Notices   1.00p.m. 23
 of Election                                   September
 Dealings in Shares suspended                  8.00 a.m. on 24
                                               September
 Class Meeting of Sterling Hedged              2.00 p.m. on 24
 Shareholders                                  September
 Class Meeting of Euro Shareholders            2.05 p.m. on 24
                                               September
 EGM                                           2.10 p.m. on 24
                                               September
 Liquidator appointed                          24 September
 Effective Date                                24 September
 Results of Elections announced                24 September
 Shares reclassified                           24 September
 TAV Calculation Date                          5.00 p.m. on 28
                                               October
 Transfer Date                                 29 October
 HGAL Securities allotted                      29 October
 HGAL Securities credited to CREST accounts    Week commencing 3
                                               November 2008
 Cheques expected to be dispatched to          Week commencing 3
 Sterling Hedged and Euro Shareholders         November 2008
 CREST accounts to be credited with cash       Week commencing 3
                                               November 2008
 HGAL Securities expected to be issued in      Week commencing 3
 certificated form                             November 2008

    Definitions 
    Words and expression which are defined in the Circular bear the same meanings when used in this announcement. 

Click on, or paste the following link into your web browser, to view the associated PDF document.
    http://www.rns-pdf.londonstockexchange.com/rns/1859C_-2008-8-28.pdf
    For further information please contact: 

    Noel von Kaltenborn, HSBC Alternative Investments Ltd 020 7860 3067 

    Paul Fincham / Robert Naylor, Landsbanki Securities (UK) Ltd 020 7426 9000 


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