Mainsail II Ltd

Statement re Wind Down Event

Mainsail II Ltd
20 August 2007

17 August 2007

The Company is an exempted company with limited liability organised under the
laws of the Cayman Islands and established for the purpose of carrying out the 
business of an investment company in relation to the Company's programme for 
the issuance of capital notes (the Capital Notes') and mezzanine notes (the
'Mezzanine Notes' (together, with the Capital Notes, the Programme Notes') as
more particularly set out in the information memorandum (the 'Information
Memorandum') dated 12 July 2007 in relation to the Programme Notes.

The net proceeds of the issuance of the Programme Notes were used by the Issuer
to acquire a portfolio of investments including cmbs, rmbs and cdo asset backed

Current market volatility and lack of market liquidity with respect to sub-prime
lending markets have caused adverse conditions with respect to the liquidity and
market risk exposures on the Company's underlying portfolio of investments. In
particular, the Company has not been able to raise commercial paper pursuant to
its Euro CP Note Programme and its USCP Note Programme which has resulted in the
Company drawing under certain back-stop liquidity arrangements (at a higher
costs of funds which could have a material negative impact on the Company's
earnings) and liquidity funding may cease to be available under such back-stop
liquidity arrangements.  As a result of such adverse liquidity and market
conditions, a market value coverage test wind down event has occurred. 
Following the confirmation of a wind down event and for so long as such wind
down event is continuing, the Issuer acting on the advice of the collateral
manager) must comply with specified wind down management procedures resulting in
the forced sale of investments and/or closing out of hedging instruments at a
loss which may materially impact principal and interest repayments on the
Programme Notes.

Further announcements may be made by the Company in respect of the above 


Solent Capital (Jersey) Limited as attorney for the Company/Solent Capital
Partners LLP as attorney for Solent Capital (Jersey) Limited.

Tel + 44(0)20 7024 4883

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