Tender Offer

Queen's Walk Investment Limited
04 December 2007


 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
      INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

                Queen's Walk Investment Limited (the 'Company')

                       Announcement of Tender Offer

Introduction

Queen's Walk Investment Limited (the 'Company') announces that it has today sent
a circular (the 'Tender Offer Circular') to Eligible Shareholders (as defined in
the Tender Offer Circular) detailing its proposed tender offer to purchase up to
24.99 per cent. of its Ordinary Shares and thereby to return a maximum of €15
million in cash to shareholders (the 'Tender Offer').

The Tender Offer will be open from 4 December to 3.00 p.m. on 17 December 2007
and is being made at a price per existing ordinary share in issue ('Ordinary
Share') of up to €6.30 (the 'Maximum Price'). The Maximum Price represents a
premium of approximately 35.48 per cent. over the middle market closing price
(as derived from the Daily Official List of the London Stock Exchange) of €4.65
per Ordinary Share on 30 November 2007.

The Tender Offer is conditional on the approval of shareholders at the
extraordinary general meeting of the Company to be held at 12.30 p.m. on 8
January 2008. The Tender Offer is only available to Eligible Shareholders in
respect of the number of Ordinary Shares registered in those shareholders' names
at 5.00 p.m. on 17 December 2007 (the 'Record Date').

Background to and reasons for the Tender Offer

The Ordinary Shares are traded on the main market of the London Stock Exchange
and the Company undertook a tender offer earlier in the year under which it
repurchased for cancellation 4,504,500 Ordinary Shares. In addition, the Company
has a policy of buying back its Ordinary Shares in the market for cancellation.
However, the number of Ordinary Shares which the Company has been able to
repurchase has been constrained by applicable limits on the number of Ordinary
Shares that can be purchased on any particular day and by the price at which the
Company can repurchase Ordinary Shares and the Ordinary Shares continue to be
priced at a discount to their underlying net asset value. In arriving at the
maximum number and price range of Ordinary Shares to be repurchased, the Board
of the Company has taken account of current market conditions which have
increased the volatility surrounding the fair value of the Company's portfolio.
The Company remains comfortable in the cash generative capability of its assets
and believes that the cash available to the Company is sufficient to continue
with the Tender Offer within the parameters specified.

In order to ensure an orderly market for the Ordinary Shares the Buy Back
Authority will not be utilised from and including 4 December 2007 until the
Tender Offer is closed or terminated. Following the Tender Offer being closed or
terminated, the Company intends to continue to buy back shares under the Buy
Back Authority and, when doing so, will consider, on any particular day, buying
back a number of Ordinary Shares which exceeds 50% of the Company's average
daily trading volume over the prior 20 trading days.

The Tender Offer

The Tender Offer Circular which contains the formal terms and conditions of the
Tender Offer, and a tender form, containing instructions to shareholders on how
to tender their Ordinary Shares should they choose to do so, were today sent to
shareholders.

The Company is proposing to return up to €15 million in cash through a purchase
of not more than 24.99 per cent. of its existing Ordinary Shares. Once
purchased, those Ordinary Shares will be cancelled and will not be available for
re-issue.

The Tender Offer is being made available to Eligible Shareholders on the
register of members at the Record Date specified below. Eligible Shareholders
may participate in the Tender Offer by tendering all or a proportion of the
Ordinary Shares held by them at the Record Date.

Director's intentions

The Directors who are beneficially interested in Ordinary Shares have indicated
that they will not tender Ordinary Shares pursuant to the Tender Offer.

The Company has been informed on behalf of Cheyne ABS Opportunities Fund L.P.
that, with the support of its largest investor, Cheyne Special Situations Fund
L.P., it will not be participating in the Tender Offer. Cheyne ABS Opportunities
Fund L.P. is the holder of 17,900,756 Ordinary Shares representing approximately
51.3 per cent. of the issued Ordinary Shares.

Expected timetable
Tender offer opens                                                                                 4 Dec
Latest time and date for receipt of Tender Forms                                        3 p.m. on 17 Dec
Record Date for the Tender Offer                                                        5 p.m. on 17 Dec
Announcement of Strike Price                                                                      18 Dec
Latest time and date for receipt of the Form of Proxy                                12:30 p.m. on 6 Jan
Extraordinary General Meeting                                                        12.30 p.m. on 8 Jan
Announcement of result of Extraordinary General Meeting                                            8 Jan
CREST accounts credited with Tender Offer proceeds and revised                                    15 Jan
holdings of uncertificated Ordinary Shares
Dispatch of cheques for Tender Offer proceeds for certificated                                    15 Jan
Ordinary Shares
Dispatch of balance share certificates for unsold Ordinary Shares and                             15 Jan
share certificates for unsuccessful tenders (certificated holders
only)

Current trading On November 28 2007, the Company announced its results for the
quarter ending 30 September 2007. The net asset value of the Company's portfolio
as at 30 September 2007 was €6.90 per share. Since 30 September 2007, volatility
in the European ABS markets has continued to increase significantly as capital
has been withdrawn from the sector. Significant market events outside of the
Company's control may cause the discount rates applied by market participants to
the UK, European and SME residuals to widen. While a widening of discount rates
would not affect the cash generative capability of the Company's residuals, this
may have a material impact on the Company's NAV in future periods.

The Company's net leverage as at 30 September 2007 was 8.60% and will increase
following the completion of the Tender Offer.

Copies of the Tender Offer Circular together with relevant documents relating to
the extraordinary general meeting to be held on 8 January 2008 will be available
for inspection at the UK Listing Authority's Document Viewing Facility which is
situated at the Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS. Copies of these documents can be obtained from the
Company Secretary.



For further information please contact:

Investor Relations:

Caroline Villiers [phone]

Company Secretary:

Kleinwort Benson (Channel Islands) Fund Services Limited [phone]



About Queen's Walk



Queen's Walk Investment Limited is a Guernsey-incorporated investment company
listed on the London Stock Exchange. The Company's investment objective is to
preserve capital and to provide stable returns to shareholders in the form of
quarterly dividends. To achieve this, Queen's Walk invests primarily in a
diversified portfolio of subordinated tranches of asset backed securities,
including the unrated 'equity' or 'first loss' residual income position
typically retained by the banks or other financial institutions which have
originated the loan assets that collateralise a securitisation transaction. The
Company makes such investments where its investment manager, Cheyne Capital
Management Limited, considers the coupon or cash flows from the investment to be
attractive relative to the credit exposure of the underlying asset collateral.


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