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Zenith Inv. Ld. (32PR)


Tuesday 21 May, 2002

Zenith Inv. Ld.

Re Floating Rate Notes

Zenith Investments Ld
14 May 2002

1. Series 2001-37 USD35,000,000 Secured Floating Rate Callable Notes due June
2003 issued by Zenith Investments Limited ('Zenith') (ISIN:XS0138314322) (the
'Notes') secured on Turbo Zero Coupon Equity-Linked Units due 2008 (the 'Units')
comprising of (1) USD39,880,000 Zero Coupon Notes due 2008 (the 'Underlying Note
Assets') issued by Nestle Holdings, Inc. and (2) 3,988 Warrants issued by Nestle
S.A. (the 'Underlaying Warrant Assets') (ISIN (in respect of the Units):
XS0129502760)(together, the Underlying Note Assets and the Underlying Warrant
Assets, the 'Underlying Assets').

2. Option Transaction (the 'Option Transaction') dated as of 20 November 2001
between Morgan Stanley & Co. International Limited ('MSIL') and Zenith in
respect of the Notes.

3. Underlying Assets Call Event

Terms used and not defined herein shall have the same meanings given thereto in
the terms and conditions of the Notes.             

In accordance with Condition 7(f)(ii) of the Notes (which Condition is set out
in the Special Condition (C) in the Applicable Supplement) we hereby give you
notice that US$39,880,000 in nominal amount of the Underlying Assets (the
'Called Underlying Assets') have been called by Morgan Stanley & Co.
International Limited as Counterparty pursuant to the terms of the Option 
In accordance with the terms of the Notes, the Called Underlying Assets will be
Delivered to the Option Counterparty on 27 May 2002, being one Business Day
prior to the Call Redemption Date (which date will be 28 May 2002) against
payment of the Call Redemption Amount (as defined in the Notes). For the
avoidance of doubt, the Call Redemption Amount will be an amount equal to the
aggregate of (1) the Strike Price, (2) the Additional Amount and (3) the present
value of the Make Whole Amount. On the Call Redemption Date the Issuer shall use
all reasonable endeavours to arrange for the payment to each Noteholder of such
Noteholder's Relevant Proportion of the Call Redemption Amount.

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