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Cayman Exch Fndng 1 (83YH)

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Tuesday 03 November, 2009

Cayman Exch Fndng 1

Written Resolution Passed

RNS Number : 8888B
Cayman Exchangeable Funding 1 Ltd
03 November 2009

Cayman Exchangeable Funding 1 Ltd

Heading text: Written Resolution Passed

3 November 2009

Cayman Exchangeable Funding 1 Limited (the "Company") hereby notifies the holders (the "Holders") of the $1,262,000,000 Debt Exchangeable for Common Stock due 2010 (the "DECS") that Holders representing at least 75 per cent. of the principal amount of the DECS passed an extraordinary resolution, by way of written resolution, (the "Extraordinary Resolution") on 3 November 2009. Unless otherwise defined herein, capitalised terms used in this document have the meaning given to them in the terms and conditions of the DECS (the "Conditions").

Summary of the Extraordinary Resolution

The Extraordinary Resolution authorised, amongst other things, certain amendments to be made to the Trust Deed, the Conditions, the Agency Agreement, the Prepaid Forward Purchase Agreement, the Debenture and the Collateral Agreement pursuant to certain amendment documents (the "Amendment Documents") to permit the surrender of DECS held by the Counterparty or its nominees, the cancellation of the surrendered DECS and the release of Exchange Property proportionate to the cancelled DECS (as calculated by the Counterparty or its nominees and as reviewed by the Determination Agent for manifest error) and the release of relevant Cash Distributions attributable to such released Exchange Property. The amendments also change the calculation of the minimum and maximum early partial redemption percentages permitted under the DECS from being by reference to the initial Aggregate Outstanding Principal Amount to being by reference to the Aggregate Outstanding Principal Amount at the relevant time provided that the Aggregate Outstanding Principal Amount following such partial early redemption will be no less than 10% of the initial Aggregate Outstanding Principal Amount.

Rationale for the amendments

The Company has been informed that an affiliate of the Counterparty holds at least 75 per cent. of the principal amount of the DECS on behalf of the Counterparty. Those DECS were purchased in the market in a series of transactions with unrelated holders at market prices. The Company has been advised by the Counterparty that the effect of such purchase is that the Counterparty is now an indirect beneficiary of the security interest the Counterparty created over the relevant portion of the Exchange Property for the benefit of the Holders at the time of issuance of the DECS. Since the Counterparty has advised the Company that it does not intend to resell the DECS so purchased, those DECS have effectively been removed from the trading market. The Counterparty thus seeks to collapse the security arrangement with respect to those DECS such that only the security interest pertaining to the DECS held by the Holders other than the Counterparty would remain in place. Accordingly, the amendments to be made in the Amendment Documents are intended to allow the Counterparty (or its nominees), from time to time, to surrender for cancellation DECS that it (or its nominees) holds and for the relevant portion of the Exchange Property (and the Cash Distributions attributable to that portion of the Exchange Property) to be released to the Counterparty.

Holders may view a copy of the form of the Extraordinary Resolution by way of written resolution, which attaches the form of the Amendment Documents, and a document showing the changes to the Conditions by pasting the following URL into the address bar of your browser:

This announcement is made in accordance with the Disclosure and Transparency Rules of the U.K. Financial Services Authority.

This announcement is not an offer for sale of any securities of the Company in the United States. Any securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933. The Company has not registered and does not intend to register any securities in the United States or to conduct a public offering of any securities in the United States.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This announcement does not comprise a prospectus and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities and should not be relied on in connection with any contract or commitment whatsoever.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Neither this announcement nor any copy of it may be reproduced or distributed to, or taken or transmitted in or into the Russian Federation, the United States or U.S. Persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), Canada, Australia, Japan, South Africa, the Republic of Cyprus, the Cayman Islands or any other jurisdiction in which offers or sales of the DECS would be prohibited by applicable law. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract. The distribution of this announcement and other information in connection with the listing may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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