AF91 Citi Fun 24

    


MEADOWHALL CMR FINANCE



                           MEADOWHALL CMR FINANCE PLC

                                  (the Issuer)

(Incorporated with limited liability in England and Wales with registered number
                                    4191125)

                      NOTICE to the holders of those of the

    �580,000,000 Class A1 5.260 per cent. Bonds due 2035 (ISIN: XS0139452337)

                              (the Class A1 Bonds)

    �160,000,000 Class B 5.793 per cent. Bonds due 2035 (ISIN: XS0139452923)

 (the Class B Bonds and, together with the Class A1 Bonds, the Fixed Rate Bonds)

                       of the Issuer presently outstanding

Notice is hereby given that pricing in connection with the Consent Solicitation
(as defined in the consent solicitation document of the Issuer dated 20 November
2006 (the Consent Solicitation Document)) took place today at 10:00 a.m. and
accordingly the Solicitation Agents have determined the Benchmark Reference
Security Yield, the Redemption Yield and the Redemption Amount for each Class of
Existing Fixed Rate Bonds and the New Issue Yield for each Class of the New
Fixed Rate Bonds in accordance with the Consent Solicitation Document.

Set out below is the Benchmark Reference Security Yield and the Redemption Yield
in respect of each Class of the Existing Fixed Rate Bonds and the Redemption
Amount, Accrued Interest and the Early Solicitation Fee that will (as
applicable) be payable to Existing Fixed Rate Bondholders per �1,000 nominal
amount of the Existing Fixed Rate Bonds on the Settlement Date. The Settlement
Date is intended to be 19 December 2006.

Also set out below is the New Issue Yield and the coupon in respect of each
corresponding Class of the New Fixed Rate Bonds.

                                                 Existing Class A1   Existing Class B
                                                        Bonds              Bonds
Benchmark Reference Security Yield                     4.567              4.439
Semi-annual Redemption Yield                           5.017              5.019
Quarterly Redemption Yield                             4.986              4.988

New Issue Yield (semi-annual)                          5.017              5.019
Coupon of the corresponding New Fixed Rate Bonds
 (quarterly)                                           4.986              4.988

Redemption Amount (per �1,000 nominal)               1,029.72            1,088.90
Accrued Interest (per �1,000 nominal)                  9.79               10.78
Early Solicitation Fee (0.20%; per �1,000
 nominal)                                              2.00                2.00
Implementation Fee (1.18%; per �1,000 nominal)         11.80               N/A

N.B. New Fixed Rate Bonds will be issued in minimum denomination of �50,000 with
�5,000 increments thereafter. Additional amounts will be paid in cash.

Capitalised terms used in this Notice but not otherwise defined have the same
meanings as given to them in or pursuant to the Consent Solicitation Document.

This Notice is given by

Meadowhall CMR Finance plc

7th Floor

Phoenix House

18 King William Street

London EC4N 7HE

Dated 14 December 2006

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