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Queens Moat Houses (65JS)

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Thursday 09 December, 2004

Queens Moat Houses

Mortgage Debenture Interest

Queens Moat Houses PLC
09 December 2004



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITY, NOR IS IT A SOLICITATION OF ANY VOTE
OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR
TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW.



                                                                 9 December 2004

                    QUEENS MOAT HOUSES LIMITED (the Company)

    £15,000,000 12% First Mortgage Debenture Stock 2013 (the 2013 Stock) and
    £200,000,000 10 1/4% First Mortgage Debenture Stock 2020 (the 2020 Stock)
                         (together the Debenture Stock)

                       Notice of meeting of stockholders

On 10 May 2004 the holders of the Debenture Stock consented to certain
amendments to provisions of the Debenture Stock trust deed including granting a
right (subject to certain conditions) to allow the Company to have the option to
redeem the Debenture Stock at 110% of its outstanding principal amount, together
with accrued interest (the Option).  The Company's current intention is to
exercise the Option and to use the proceeds of a planned refinancing to redeem
the Debenture Stock in whole on or before 31 December 2004. In the event that
the refinancing is not completed by 31 December 2004, the Company will be
continuing to pursue redemption of the Debenture Stock as soon as reasonably
practicable.



The Company has convened a meeting of the holders of the Debenture Stock on 30
December 2004 to seek consent to the release from the first legal mortgage in
favour of Capita IRG Trustees Limited of a cash amount equal to the amount of
the interest payments due on the 2020 Stock on 1 October 2004 and on the 2013
Stock on 31 December 2004 which the Company proposes (on the terms set out in
the circular sent to holders of the Debenture Stock) to pay to holders of the
Debenture Stock on the register on 17 December 2004 in the event that the
Debenture Stock has not been redeemed on or before 31 December 2004 and to
obtain a waiver of the breach by the Company of its covenant to pay interest due
on 1 October 2004 in respect of the 2020 Stock, with effect from the date when
the Company makes payment of such interest.


A copy of the notice of the meeting is annexed to this announcement.

Enquiries:

Martin T.A. Purvis

Queens Court
9-17 Eastern Road
Romford
Essex RM1 3NG


                        NOTICE OF STOCKHOLDERS' MEETING

                  QUEENS MOAT HOUSES LIMITED (the ''Company'')

NOTICE OF A MEETING OF THE HOLDERS OF THE £15,000,000 12% FIRST MORTGAGE
DEBENTURE STOCK 2013 AND OF THE £200,000,000 10 1/4% FIRST MORTGAGE DEBENTURE
STOCK 2020 ISSUED BY THE COMPANY (TOGETHER THE ''DEBENTURE STOCK'')

NOTICE IS HEREBY GIVEN that a meeting of the holders of the above-mentioned
Debenture Stock will be held at Association of British Insurers, 51 Gresham
Street, London EC2V 7HQ at 11:00a.m. on 30 December 2004 for the purpose of
considering and, if thought fit, passing the following resolution which will be
proposed as an Extraordinary Resolution:

                            EXTRAORDINARY RESOLUTION

THAT this meeting of the holders (the ''Stockholders'') of the outstanding 12%
First Mortgage Debenture Stock 2013 and 10 1/4% First Mortgage Debenture Stock
2020 (the ''2020 Stock'') (together, the ''Debenture Stock'') issued by Queens
Moat Houses plc (now known as Queens Moat Houses Limited) (''the Company'')
hereby sanctions and assents (in accordance with the powers provided under
paragraphs 16(E) and 16(F) of the third schedule to the trust deed constituting
and securing the Debenture Stock dated 12 December 1983 (the ''Principal Trust
Deed'')) to the Proposals (as defined and described in the circular dated 7
December 2004 addressed by the Company to the Stockholders (the ''Circular''))
(being a modification in respect of the rights of the Stockholders against the
Company and a modification of the provisions contained in the Principal Trust
Deed or to which the Stock is subject) and waives the breach by the Company of
its covenant to pay interest due on 1 October 2004 in respect of the 2020 Stock
as described in the Circular and as set out in the draft Deed of Release (as
defined in the Circular), the Instruction Letter (as defined in the Circular)
and the Registrars' Letter (as defined in the Circular) produced to this Meeting
and for the purposes of identification signed by the Chairman and attached
hereto and to the implementation of the Proposals (as defined in the Circular)
in accordance with their terms and hereby authorises and directs Capita IRG
Trustees Limited (the ''Trustee'') as trustee for the Stockholders to concur in
and to execute the Deed of Release and the Instruction Letter (in the form of
such drafts with such modifications, including to the Registrars' Letter, (if
any) thereto as the Trustee may require or agree to) forthwith and to do or
procure to be done all further acts or things which may, in the Trustee's
opinion, be necessary or desirable to give effect to the Proposals (as defined
in the Circular).

Registered Office                                By Order of the Board
Queens Court                                     Martin T.A. Purvis
9-17 Eastern Road                                Secretary
Romford
Essex RM1 3NG

                                                                 7 December 2004

NOTES:

1. Registered Stockholders may appoint a proxy to attend on their behalf. A
proxy need not be a Stockholder. Completion of a form of proxy will not prevent
Stockholders from attending and voting in person should they subsequently decide
to do so. The instrument appointing a proxy will be invalid unless it, together
with any authority under which it is signed or a notarially certified or office
copy of such authority, is received by the Registrars of the Company at the
address shown below not less than 48 hours before the time fixed for the
meeting.

2. Forms of proxy and any other communications regarding holdings of the
above-mentioned Debenture Stock should be sent to the Company's Registrars,
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA.

3. Stockholders which are corporations are reminded that, if they wish to
appoint a representative to attend and vote on their behalf at the meeting, such
representative will be required to produce at the meeting a certified copy of a
resolution of the directors or other governing body of the Stockholder
authorising such persons to act as its representative at the meeting.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                          

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