Cairn High Grade I - Re Second Disclosure Stmt

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Tue Jan 22, 2008 2:00am EST

RNS Number:2263M
Cairn High Grade Funding I
21 January 2008


Cairn High Grade Funding I
18 January 2008

                       ANNOUNCEMENT TO THE HOLDERS OF THE                       
                                                                                
                  Series 2006-1 U.S.$36,000,000 Capital Notes                   
                              (ISIN: XS0239715344)                              
                                    - and -                                     
              Series 2006-1 U.S.$90,000,000 Tier 1 Mezzanine Notes              
           (Regulation S Tier 1 Mezzanine Notes - ISIN: XS0239714883)           
            (Rule 144A Tier 1 Mezzanine Notes - ISIN: US12776FAC77)             
                                    - and -                                     
              Series 2006-1 U.S.$36,000,000 Tier 2 Mezzanine Notes              
           (Regulation S Tier 2 Mezzanine Notes - ISIN: XS0239715187)           
            (Rule 144A Tier 2 Mezzanine Notes - ISIN: US12776FAD50)             
                     (together, the "Series 2006-1 Notes")                      
                                                                                
                                   issued by                                    
                                                                                
                           CAIRN HIGH GRADE FUNDING I                           


Cairn High Grade Funding I (the "Company") has prepared a disclosure statement
(the "Second Disclosure Statement") addressed to the holders of the Company's
Series 2006-1 Notes describing certain proposed amendments (the "Proposed
Amendments") to the Company's Debt Programmes and to the terms and conditions of
such Series 2006-1 Notes. A copy of the Second Disclosure Statement (together
with relevant attachments thereto) is attached to this announcement.

In order to approve such Proposed Amendments, each holder of the Series 2006-1
Notes is requested to complete appropriate Written Resolution(s) (in the form
attached to the Second Disclosure Statement) in respect of the relevant Series
2006-1 Notes held by it and to deliver signed Written Resolution(s) to The Bank
of New York (as Capital Note Issuing and Paying Agent or Mezzanine Issuing and
Paying Agent, as the case may be), together with evidence of its holding of such
Series 2006-1 Notes as required pursuant to the Written Resolution(s), in each
case by no later than 10.00 a.m. (London time) on 25 January 2008. Details of
the address of The Bank of New York for the delivery of such Written Resolutions
and evidences are set out in the Second Disclosure Statement.

Each holder of Series 2006-1 Notes to whom the Second Disclosure Statement is
addressed is hereby offered the opportunity to ask questions of the Company and
to obtain from the Company any additional non-confidential information that the
Company possesses or can acquire without undue effort or expense. Any such
questions or requests should be directed to the Company c/o Cairn Financial
Products Limited, at 27 Knightsbridge, London SW1X 7LY, United Kingdom; 
Tel: +44 (0) 20 7259 4899; Fax: + 44 (0) 20 7259 4800 (Attention: Chief Legal 
Officer).

This announcement and the Second Disclosure Statement have been prepared on
behalf of the Company by Cairn Financial Products Limited in its capacity as
Collateral Manager to the Company. This announcement is for information purposes
only and should be read in conjunction with the Second Disclosure Statement and
the attachments thereto.

IN ORDER TO BE ELIGIBLE TO VIEW THE ATTACHED SECOND DISCLOSURE STATEMENT AND THE
DOCUMENTS ATTACHED THERETO YOU MUST BE A PERSON THAT IS EITHER (A) A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") (A "QUALIFIED INSTITUTIONAL
BUYER" OR "QIB") AND A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(a)(51)(A)
OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT")
AND THE RULES AND REGULATIONS THEREUNDER) (A "QUALIFIED PURCHASER" OR "QP"), OR
(B) A PERSON THAT IS NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
SECURITIES ACT ("REGULATION S")) NOR A U.S. RESIDENT (FOR THE PURPOSES OF THE
1940 ACT) (A "NON-U.S. PERSON").


Attached:

Second Disclosure Statement dated 18 January 2008, together with attachments
thereto

http://www.rns-pdf.londonstockexchange.com/rns/2263m_1-2008-1-22.pdf


Attachments to the Second Disclosure Statement:


Information Memorandum dated 19 Jan 06
http://www.rns-pdf.londonstockexchange.com/rns/2263m_2-2008-1-22.pdf

First Disclosure Statement dated 29 Aug 07
http://www.rns-pdf.londonstockexchange.com/rns/2263m_3-2008-1-22.pdf

Original Deed of Amendment dated 30 Aug 07
http://www.rns-pdf.londonstockexchange.com/rns/2263m_4-2008-1-22.pdf

Amendment No.1 dated 13 Sept 07
http://www.rns-pdf.londonstockexchange.com/rns/2263m_5-2008-1-22.pdf

Proposed form of second deed of amendment
http://www.rns-pdf.londonstockexchange.com/rns/2263m_6-2008-1-22.pdf

Cairn - Second Deed of Amendment - Tier 2 Written Resolution
http://www.rns-pdf.londonstockexchange.com/rns/2263m_7-2008-1-22.pdf

Cairn - Second Deed of Amendment - Capital Notes Written Resolution
http://www.rns-pdf.londonstockexchange.com/rns/2263m_8-2008-1-22.pdf

Cairn - Second Deed of Amendment - Capital Notes Written Resolution1 
http://www.rns-pdf.londonstockexchange.com/rns/2263m_9-2008-1-22.pdf

Cairn - Second Deed of Amendment - Tier 1 Written Resolution
http://www.rns-pdf.londonstockexchange.com/rns/2263m_10-2008-1-22.pdf



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