Oxford Street Fin. - Notice of Results of Noteholders Meetings

COMPANY ANNOUNCEMENT

For Immediate Release 23 February 2012

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Oxford Street Finance Limited

(A limited liability company incorporated in Jersey with registered number 91363) (the "Issuer")

Re: Notice of Results of Noteholders Meetings

The following Notes were issued by the Issuer on 24 October 2005:

EUR 87,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 023296691 / ISIN XS0232966910)
EUR 80,000,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 023296772 / ISIN XS0232967728)
EUR 64,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 023296829 / ISIN XS0232968296)
EUR 43,000,000 Class C Floating Rate Credit-Linked Notes
(Common Code 023296888 / ISIN XS0232968882)
EUR 33,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 023296969 / ISIN XS0232969690)
EUR 28,000,000, Class E Floating Rate Credit-Linked Notes
(Common Code 023297043 / ISIN XS0232970433)
EUR 17,000,000 Class F Floating Rate Credit-Linked Notes
(Common Code 023297132 / ISIN XS0232971324)
EUR 16,000,000 Class G Floating Rate Credit-Linked Notes
(Common Code 023297183 / ISIN XS0232971837)
EUR 14,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 023297272 / ISIN XS0232972728

(each a "Class of Notes", the notes are together the "Notes" and the holders thereof the "Noteholders")

Reference is made to the note trust deed dated 24 October 2005, as amended on 1 August 2008 and as further amended or supplemented from time to time between the Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (as the Security Trustee and the Note Trustee) (the "Note Trust Deed") and to Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed.

The Issuer wishes to announce that it has delivered a notice of the results of the meetings of the holders of the Notes held at 10.00 am on 16 February 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom in a manner prescribed by the Conditions and Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed. A copy of such notice to Noteholders is attached in Annex 1 hereto

This announcement is delivered to the Irish Stock Exchange in accordance with Condition 17.4 of the Notes.

This notice is effective on 23 February 2012

All terms and expressions used but not defined herein shall have the meanings given to them in the terms and conditions of the Notes (the "Conditions") as set out in Schedule 3 (Terms and Conditions of the Notes) to the Note Trust Deed.

ANNEX 1

Notice to Noteholders

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser.

If you have recently sold or otherwise transferred your entire holding(s) of Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

________________________________________________________________________________

NOTICE OF RESULTS OF MEETINGS

of the respective holders of the

EUR 87,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 023296691 / ISIN XS0232966910)
EUR 80,000,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 023296772 / ISIN XS0232967728)
EUR 64,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 023296829 / ISIN XS0232968296)
EUR 43,000,000 Class C Floating Rate Credit-Linked Notes
(Common Code 023296888 / ISIN XS0232968882)
EUR 33,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 023296969 / ISIN XS0232969690)
EUR 28,000,000, Class E Floating Rate Credit-Linked Notes
(Common Code 023297043 / ISIN XS0232970433)
EUR 17,000,000 Class F Floating Rate Credit-Linked Notes
(Common Code 023297132 / ISIN XS0232971324)
EUR 16,000,000 Class G Floating Rate Credit-Linked Notes
(Common Code 023297183 / ISIN XS0232971837)
EUR 14,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 023297272 / ISIN XS0232972728

(each a "Class of Notes", the notes are together the "Notes" and the holders thereof the "Noteholders")

issued by

OXFORD STREET FINANCE LIMITED
(a limited liability company incorporated in Jersey with registered number 91363)
(the "Issuer")

Reference is made to the note trust deed dated 24 October 2005, as amended on 1 August 2008 and as further amended or supplemented from time to time, between the Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (as the Security Trustee and the Note Trustee) (the "Note Trust Deed") and to Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed.

The Issuer hereby notifies you that meetings of the Noteholders of each Class of Notes, convened by the Issuer in accordance with paragraph 4 of Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed, were held on 16 February 2012 at the offices of Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom (in respect of each Class, the "Meeting", and together, the "Meetings").

In accordance with the provisions of the Note Trust Deed, NOTICE IS HEREBY GIVEN that at the Meetings of the Noteholders referred to above, the extraordinary resolution set out in Schedule 1 hereto (the "Extraordinary Resolution") was passed by the Noteholders of every Class of Notes.

Accordingly, a deed of amendment will be entered into by the Note Trustee, the Security Trustee, the Issuer, the Calculation Agent and the Portfolio Swap Counterparty to document the amendments proposed in the Extraordinary Resolution.

All terms and expressions used but not defined herein shall have the meanings given to them in the terms and conditions of the Notes (the "Conditions") as set out in Schedule 3 (Terms and Conditions of the Notes) to the Note Trust Deed.

This Notice is given by Oxford Street Finance Limited in accordance with paragraph 17 of Schedule 4 (Provisions for Meetings of the Noteholders) to the Note Trust Deed.

OXFORD STREET FINANCE LIMITED

By: …………………………………..

Director

Dated: 23 February 2012

SCHEDULE 1

EXTRAORDINARY RESOLUTION

The text of the Extraordinary Resolution is as follows:

"THAT this Meeting of the holders of the:

EUR 87,000,000 Class A1 Floating Rate Credit-Linked Notes
(Common Code 023296691 / ISIN XS0232966910)
EUR 80,000,000 Class A2 Floating Rate Credit-Linked Notes
(Common Code 023296772 / ISIN XS0232967728)
EUR 64,000,000 Class B Floating Rate Credit-Linked Notes
(Common Code 023296829 / ISIN XS0232968296)
EUR 43,000,000 Class C Floating Rate Credit-Linked Notes
(Common Code 023296888 / ISIN XS0232968882)
EUR 33,000,000 Class D Floating Rate Credit-Linked Notes
(Common Code 023296969 / ISIN XS0232969690)
EUR 28,000,000, Class E Floating Rate Credit-Linked Notes
(Common Code 023297043 / ISIN XS0232970433)
EUR 17,000,000 Class F Floating Rate Credit-Linked Notes
(Common Code 023297132 / ISIN XS0232971324)
EUR 16,000,000 Class G Floating Rate Credit-Linked Notes
(Common Code 023297183 / ISIN XS0232971837)
EUR 14,000,000 Class H Floating Rate Credit-Linked Notes
(Common Code 023297272 / ISIN XS0232972728)

of Oxford Street Finance Limited (the "Issuer", each such class of Notes is referred to as a "Class of Notes", the notes are together the "Notes" and the holders of each Class of Notes a "Class of Noteholders" and together, the "Noteholders") constituted by a note trust deed dated 24 October 2005 as amended on 1 August 2008 and as further amended or supplemented from time to time (the "Note Trust Deed") made between the Issuer and BNY Mellon Corporate Trustee Services Limited (the "Note Trustee") as note trustee (for and on behalf of the Noteholders) and as security trustee (the "Security Trustee" and together with the Note Trustee the "Trustees") hereby, respectively:

1.

sanctions and approves the Auction Valuation Modifications (as defined below);

2.

assents to every modification, variation or abrogation of the provisions of the Portfolio Credit Swap and any and all other Transaction Documents, documents and agreements implementing or arising as a result of the Auction Valuation Modifications or otherwise in connection with the implementation of this Extraordinary Resolution;

3.

authorises, directs and requests the Trustees, following written confirmation from the Portfolio Swap Counterparty that any proposed amendment, supplement, document or agreement determined by the Portfolio Swap Counterparty to be necessary to carry out and give effect to this Extraordinary Resolution (any such amendment, supplement, document or agreement the "Auction Valuation Modification Documents") is in furtherance of or implements the Auction Valuation Modifications and it consents to the proposed modifications pursuant to Condition 13.4(c), without further enquiry, to execute such Auction Valuation Modification Documents and to concur in and do all such other acts and things as the Portfolio Swap Counterparty may notify the Trustees or any one of them to be necessary to carry out and give effect to this Extraordinary Resolution;

4.

discharges and exonerates the Trustees from all liability for which it may have become or may become liable under the Note Trust Deed, the Notes or any Transaction Document in respect of any act or omission in connection with the Auction Valuation Modification Documents, this Extraordinary Resolution or its implementation; and

5.

waives any breach of representation, breach of covenant or Event of Default, if any, which would otherwise occur under or in respect of the Notes or any Transaction Document as a result of the implementation of this Extraordinary Resolution or the Auction Valuation Modification Documents.

Save (Milan: SAVE.MI - news) as otherwise defined, words and expressions used in this Extraordinary Resolution have the meanings given to them in the Note Trust Deed or the Portfolio Credit Swap, as the case may be.

"Auction Valuation Modifications" means the modification of:

(A) the Portfolio Credit Swap to provide that:

(i)(1) notwithstanding the current provisions for the valuation of loss following the occurrence of a Credit Event with respect to a Corporate Reference Entity and a Sub-Portfolio and the satisfaction of the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio, if (aa) ISDA publicly announces (an "ISDA Auction Announcement") that the relevant Credit Derivatives Determinations Committee (as defined in the CDS Definitions) has resolved that an auction (an "Auction") will be held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket) and (bb) an Auction Conversion Event has occurred, then the "Final Price" to be used in the valuation of the loss in respect of the relevant Reference Entity and Credit Event shall be the Auction Price; (2) if either (aa) an Auction will not be held in connection with a Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Relevant Maturity Bucket) or (bb) an Auction Conversion Event has not occurred, then the Final Price shall be determined in accordance with the market valuation provisions set forth in the Portfolio Credit Swap as applicable prior to any modifications pursuant to this Extraordinary Resolution; and (3) the Calculation Agent shall make commercially reasonable efforts to provide written notice to each of the Portfolio Swap Counterparty and the Issuer promptly upon (aa) learning of each ISDA Auction Announcement and (bb) the occurrence of an Auction Conversion Event; provided, however, that under no circumstances shall the Calculation Agentâs failure to provide any such notice constitute an Event of Default or Termination Event under the Portfolio Credit Swap; and

(ii) notwithstanding the fact that the Reference Registry may not denote "R", "Mod R" or "Mod Mod R" as applicable to a Reference Entity, "R", "Mod R" or "Mod Mod R", as the case may be, shall apply to such Reference Entity if any such designation is applicable to a Transaction Type correlating to an entity incorporated or established in the Designated Country of such Reference Entity pursuant to the then current version of the Credit Derivatives Physical Settlement Matrix provided, however, that where, in the opinion of the Calculation Agent, there is ambiguity as to which Transaction Type correlates to an entity incorporated or established in the Designated Country of such Reference Entity, such Transaction Type shall be determined by the Calculation Agent in its sole discretion;

For the purposes of this provision:

"Auction Conversion Event" means, subject to the passing of this Extraordinary Resolution, the satisfaction of the following conditions, which the Portfolio Swap Counterparty shall be required to make commercially reasonable efforts to pursue: (i) the amendment of the Portfolio Credit Swap and any relevant Transaction Documents to incorporate the modifications described in this Extraordinary Resolution and (ii) the approval of the Belgian State in writing, of each such amendment to the Transaction Documents.

"Auction Price" means the "Auction Final Price" determined pursuant to an Auction (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, the Auction Final Price for the Relevant Maturity Bucket) in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA in connection with the relevant Credit Event and subject to the CDS Definitions.

"CDS Definitions" means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determination Committees, Settlement and Restructuring Supplement, published on July 14, 2009 (each as published by ISDA).

"Credit Derivatives Physical Settlement Matrix" means the Credit Derivatives Physical Settlement Matrix as most recently amended and supplemented and as published by ISDA on its website at www.isda.org (or any successor website thereto).

"Designated Country" means, in respect of a Reference Entity, the country specified in the Reference Registry in respect of such Reference Entity.

"ISDA" means the International Swaps and Derivatives Association, Inc.

"Relevant Maturity Bucket" means, with respect to the Transaction and following the occurrence of a Restructuring Credit Event, the "bucket" for the Transaction, as determined by the Calculation Agent, based on its Scheduled Termination Date, in accordance with the relevant Credit Derivative Auction Settlement Terms published by ISDA or, if an Auction will not be held with respect to such a bucket, if the Buyer so elects, the next earliest bucket for which an Auction will be held. For the avoidance of doubt, if an Auction will not be held with respect to the bucket for the Transaction as so determined by the Calculation Agent and the Buyer does not elect to have the Relevant Maturity Bucket be the next earliest bucket for which an Auction will be held, then for purposes of the Swap Confirmation there shall be no Auction held in connection with the relevant "bucket".

"Transaction" means the credit derivative transaction entered into between the Issuer and KBC Investments Cayman Islands V, Ltd. (the "Portfolio Swap Counterparty") and evidenced by a confirmation dated 24 October 2005 (the "Swap Confirmation") supplementing an ISDA Master Agreement dated 24 October 2005 between the Issuer and the Portfolio Swap Counterparty. The ISDA Master Agreement together with the schedule thereto and the Swap Confirmation, the "Portfolio Credit Swap".

"Transaction Type" shall be determined in accordance with the Credit Derivatives Physical Settlement Matrix;

(B) the Portfolio Credit Swap to provide that with regard to a Credit Event (with respect to a Corporate Reference Entity and a Sub-Portfolio) for which the Conditions to Settlement with respect to such Reference Entity and Sub-Portfolio were satisfied prior to the date of any modification to the Portfolio Credit Swap to take account of this Extraordinary Resolution but for which the Final Price has not been determined as at the date of the relevant modification then, provided that by the date of the relevant modification (a) an ISDA Auction Announcement has been made to the effect that the relevant Credit Derivatives Determinations Committee has resolved that an Auction will be held or such Auction has been held in connection with such Credit Event (or, in the case of a Credit Event that is a Restructuring and Mod R or Mod Mod R is applicable or deemed applicable with respect to such Reference Entity, an Auction will be held for the Relevant Maturity Bucket or such Auction has been held) and (b) an Auction Conversion Event occurs, then the Final Price in respect of such Credit Event shall be the Auction Price; and

(C) the Portfolio Credit Swap and/or any other Transaction Document to make any other consequential amendments determined by the Portfolio Swap Counterparty to be necessary to give effect to the amendments proposed in paragraphs (A) and (B) above, to disapply provisions of the Transaction Documents that have become redundant as a consequence of such amendments or otherwise make amendments that are considered by the Portfolio Swap Counterparty, acting in good faith, to be necessary to give effect to the commercial agreement reflected in this Extraordinary Resolution."