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CQS Rig Finance Fund Ltd (RIG)

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Friday 15 May, 2009

CQS Rig Finance Fund Ltd

Audited Annual Financial Report





For immediate release on 15 May 2009


                    CQS RIG FINANCE FUND LIMITED

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30
                           SEPTEMBER 2008

Chairman's Statement

Introduction

I present the Company's  annual report for the  twelve months from  1
October 2007 to 30 September 2008. The Company has faced difficulties
towards the end of the period  and the Financial Statements as at  30
September 2008,  while  representative  of  the  position  as  of  30
September 2008 do not  reflect the extent  of deterioration that  has
happened since  that  date  and  the  decisions  the  Board  and  the
Investment Manager have taken subsequently.

Investment Performance

The Company's performance  for the  year under  review was  extremely
disappointing.  Despite  generally  supportive  fundamentals  in  the
offshore exploration  and  production of  oil  and natural  gas,  the
turmoil in financial markets impacted substantially on the  Company's
net asset value and share price.

The Company's net  asset value  declined from 99  pence per  ordinary
share on  30 September  2007 to  73 pence  per ordinary  share on  30
September 2008. The price of ordinary shares declined from a  closing
price of  102  pence  on 30  September  2007  to 57.75  pence  on  30
September 2008, representing a negative return (including  dividends)
of (38.3)%.  The ordinary shares ended the year at a 21% discount  to
the net asset value.

The Company's NAV was affected by both events specific to  particular
portfolio holdings  and especially,  by  the rapid  deterioration  in
financial markets overall.  At the  portfolio level  holdings in  two
issuers  had  a  particularly  negative  impact.  These  were  Viking
Drilling ASA and MPU Offshore Lift ASA.

The collapse  in  credit markets  leading  up to  and  following  the
failure of  Lehman Brothers  led to  a market  wide deleveraging  and
significant selling of high yield  bonds by market participants.  Rig
bonds were not immune to this and all of the Company's holdings  were
subject to substantial  mark downs  in price.  Mindful of  increasing
market risk, the terms of the Company's financing agreement and  with
a desire to reduce leverage, the Company sold positions.

Post Year End

October proved  to  be an  exceptionally  challenging month  for  the
Company. It  was  recognised  that the  continuing  deterioration  in
market conditions through September had resulted in a significant NAV
decline during  September  2008. The  Company  sought to  relock  its
committed financing  with  the secured  lender,  but because  of  the
prevailing market conditions, found  the secured lender unwilling  to
do so. Nonetheless,  the secured  lender indicated  a willingness  to
continue to  support the  Company.  The  secured lender  was able  to
implement an  increase  of  100  basis points  to  the  cost  of  the
Company's financing  as it  sought to  cover its  own financing  cost
increases during this period.

The Company sought  to respond to  the continuing challenging  market
conditions in a number of ways.

It continued to  reduce risk  and debt  through the  orderly sale  of
assets reducing the  debt burden  by a further  amount equivalent  to
GBP32.8 million (the value of these  assets included on the year  end
balance sheet was GBP39.9 million) in October 2008.

On 24  October 2008  the Company  announced it  had entered  into  an
unsecured facility  agreement with  RBC  Cees Trustee  Limited  under
which US$6 million (GBP3.4 million) was made available to the Company
for short term working  capital.  The facility  has been provided  by
RBS in its capacity as trustee  of certain assets for the benefit  of
Michael Hintze, Chief Executive of CQS, who holds a majority interest
in CQS Cayman  LP, the Company's  Investment Manager.  The  unsecured
term loan carries an interest rate of LIBOR plus 5 per cent per annum
and per the agreement is repayable at the earliest of 23 October 2009
or a  date 90  days  after receipt  of  cancellation by  the  lender.
However, the unsecured lender has subsequently confirmed that it  has
no current intention to seek his contractual right to repayment until
the secured lender has been repaid in full.

The Company also  announced its intention  to seek a  placing of  new
equity to provide stability and a more appropriate capital structure.
However, a potential issuance of  securities was not able to  proceed
as securing sufficient new capital  and/or committed finance was  not
possible in the face  of continued deterioration of  the NAV and  the
financial markets which were effectively closed to financing.

NAV per share fell rapidly through the month ending at 30.76 pence as
at 30 October 2008. That continued rapid decline in the NAV moved the
Company to a position of expected margin deficit and, on the basis of
this anticipated material  change in the  financial condition of  the
Company, the Company announced  on 30 October  2008 it had  requested
that trading in  its shares  on AIM and  the CISX  be suspended  with
immediate effect  pending clarification  of the  Company's  financial
position. That request was granted.

Over the  course of  the remainder  of the  calendar year  the  asset
prices  and  liquidity  conditions   in  the  markets  continued   to
deteriorate. The NAV declined to 11.67 pence per share on 24 November
2008 and on 1  December 2008 the Company  announced that in light  of
the lack of liquidity and visibility in the high yield bond  markets,
the Company  no  longer  considered  that  the  methodology  used  to
calculate the NAV provided an  accurate indication of value and  that
it had therefore decided to defer  publication of the NAV until  more
normal market conditions returned.

November  also  saw  the  resignation  of  Mark  Conway,  the  senior
portfolio manager, as announced on  24 November 2008. The  Investment
Adviser confirmed that it continued to have an appropriately  skilled
and experienced  team  to  manage the  portfolio.  The  Company  sold
further assets  for the  equivalent of  GBP10 million  (the value  of
these assets  included on  the  year end  balance sheet  was  GBP14.7
million) as it continued to seek to reduce risk and debt.

During December the Company moved initially to a position of negative
NAV, where the long market value of securities was less than the  sum
of both secured and unsecured debt and subsequently, the long  market
value of the assets fell below  that of the secured debt. During  the
month there was  no substantive  disposal of assets.  There was  some
small change in the portfolio  where the Company saw the  opportunity
to enhance the  expected recovery  profile of  the portfolio  through
selective sale and purchase of positions as sanctioned by the secured
lender.

Throughout the last few months  of the Company's 2008 financial  year
and post year end, both the  Company and the Investment Adviser  have
had  a  continuous  dialogue  with  the  secured  lender.  Post   the
suspension of trading there has  been an ongoing discussion with  the
secured lender  with  respect to  a  clarification of  the  Company's
financial position and a continued exploration of options to  achieve
financial stability and a more appropriate capital structure.

I am pleased to note that, as announced on 22 April 2009, the Company
has successfully renegotiated its committed financing terms with  its
lender.

The key terms are:
The secured lender agrees to provide financing for 18 months.   There
can be no increase  in the net  USD value of  the secured debt.   The
financing cost is LIBOR + 400  basis points.  There is a USD2.8m  fee
for the facility payable at the earliest of the end of 18 months  and
the point at which the secured lender is repaid.

During the period of the facility;

*          all cash receipts, net of agreed operating expenses, are
  used to pay down the secured lender's debt (including fee) and, if
  achieved,
*          all cash receipts thereafter, net of agreed operating
  expenses, are used to pay down the unsecured lender's principal and
  interest and, if achieved,
*          all cash receipts thereafter, net of agreed operating
  expenses, and remaining portfolio assets are available for
  distribution to share holders.

There are some conditions under which the secured lender may, but  is
not obliged to, withdraw the  facility. The primary condition is  one
where  the  cumulative   cash  recovered  from   assets,  that   have
crystallised  through  maturity,  early   redemption,  or  from   the
conclusion  of  realisation  scenarios,  falls  short  of  the  total
expected aggregate level  of recoverable  cash for the  whole of  the
portfolio as agreed with the secured lender at the date of  execution
of the facility, by an  amount greater than or  equal to 20% of  that
total expected  recoverable cash.  Such expected  aggregate level  of
recoverable cash  agreed  with the  secured  lender at  the  date  of
execution of  the  facility is  substantially  higher then  the  long
market value of the securities as at that date.
The Company believes it should be able to operate within the terms of
this  new  financing  agreement  based  on  its  cash  forecasts  and
projections.

Outlook

For shareholders the return to a positive NAV is of primary interest.
This remains both a function of the debt which the Company will  seek
to reduce, and of the value ascribed to the portfolio by the  markets
over which  the  Company has  no  control. Most  commentators  see  a
prolonged period  of  financial/credit  market  dislocation  combined
with, at least  short term,  weakness in  energy demand  and on  that
basis it is difficult to envisage  a rapid return to a positive  NAV.
Nonetheless, we believe that the  longer term possibility of  sharing
in any upside remains for shareholders.
The Company is exploring options with regards to recommencing trading
on AIM and CISX. However, it remains a possibility that this may  not
occur. The  Board  is  looking  to resolve  this  issue  as  soon  as
possible.
Dividends

The Company  met its  target for  dividend distributions  during  the
year. Total dividends paid during the year to 30 September 2008  were
7.89 pence per ordinary share. A dividend of 1.95 pence per  ordinary
share was paid  on 17  December 2007, a  dividend of  1.98 pence  per
ordinary share was paid  on 10 March 2008,  a dividend of 1.98  pence
per ordinary share was paid  on 10 June 2008  and a dividend of  1.98
pence per ordinary share was paid on 15 September 2008.  The  Company
has suspended payments of further  dividends and no dividend  payable
was declared in December 2008.  It is unlikely that the Company  will
re commence dividend payments in the 2009 financial year.


Annual General Meeting

The Company's Annual General Meeting will  be held at the offices  of
Kleinwort Benson (Channel  Islands) Fund Services  Limited on 9  June
2009.

Michael Salter
Chairman
Date: 15 May 2009


Investment Manager's Report

Energy Markets
Crude oil prices  were strong  during the  first nine  months of  the
financial year under review  reflecting persistent supply  concerns.
WTI crude  oil  prices rose  from  US$82 per  barrel  at the  end  of
September 2007 to US$145  on 3 July  2008. However subsequently,  oil
prices  weakened  significantly  in  response  to  growing   concerns
regarding a  potential  decline in  demand  for oil  in  response  to
evidence of sharply weakening global economic growth, with WTI  crude
oil prices having declined to US$101 by 30 September 2008.

On 13 March 2009 the IEA projected global oil product demand  figures
for 2009  was  84.4 million  barrels  per  day, down  1.5%  from  the
previous year  following  large  downward  revisions  to  global  GDP
forecasts by the IMF  and continued signs of  demand weakness in  the
OECD.

Financial Markets
As the Company's financial year  progressed global equity and  credit
market weakness  gave way,  in September  2008, to  one of  the  most
volatile  and  challenging  trading  environments  ever  observed  in
financial markets.  The  catalyst  for  the  severe  market  declines
appeared to be the failure  of Lehman Brothers resulting in  investor
panic and major concerns about many financial institutions and indeed
the financial system  itself.  As  a result,  many global  regulators
introduced short-selling restrictions, primarily in financial shares,
and globally  authorities encouraged  consolidations and  rescues  of
many major financial institutions and  introduced a range of  bailout
programmes designed to support the financial system.  Simultaneously,
pressure  in  the  banking  system  forced  Libor  spreads  to  widen
dramatically and the effects were to drive financing costs higher for
companies and the general decline in asset prices was exacerbated  by
forced selling in many asset classes.

The Portfolio
During the first half of the year under review the portfolio held  up
relatively well. This was in part due to the fundamentals  underlying
the oil and gas sector and  the companies in whose bonds the  Company
was invested, as well as continued corporate activity in the  sector.
As in other markets, there appeared to be a flight to quality  within
the offshore oil and gas infrastructure bond market.  However, in the
second half of the  Company's financial year, and  as the turmoil  in
financial markets  gathered  pace, selling  pressure  appeared  among
those  market  participants  who   were  leveraged  and/or   required
liquidity. This was consistent with  what we believe occurred in  the
broader credit markets and bonds held in the Company's portfolio were
generally marked down across-the-board and indiscriminately. In  such
a  market  environment,  the  Company's  portfolio  continued  to  be
impacted by forced  selling and  market liquidity  factors, which  we
believe was a reflection  of a further  significant markdown in  high
yield bond markets.

Given the largely US  dollar denominated asset  base and matching  US
dollar funding, the rapid depreciation of sterling against the dollar
generated an increase in the Company's borrowings in sterling  terms.
 These factors combined  to increase the  leverage in the  portfolio,
which the Company took steps to reduce.

As at 30th April 2009, the  remaining assets in the portfolio  divide
into three broad categories by function.

Analysed by  face  value,  drilling rigs  are  the  largest  category
accounting for 50%  of the assets.   These rigs break  down into  two
main  sub  categories:   jack  up   drilling  rigs   (29%)  and   are
semisubmersible drilling rigs (21%). The majority of the jack up rigs
(23%)  are  regarded  as  "giant  jack-ups"  which  are  targeted  at
particular water depths and demanding environmental conditions,  such
as the  Norwegian  Continental Shelf,  setting  them apart  from  the
general jack  up  market  which  is much  better  supplied  and  very
competitive.

Production focused equipment, the majority being Floating  Production
Storage and Offloading (FPSO) vessels, is the second largest category
accounting for 32% of assets. FPSO vessels are customised to meet the
particular  chemical/physical   characteristics  of   a  target   oil
reservoir to which  they are then  likely to be  contracted for  many
years. While this customisation takes time and can be costly, it also
makes it difficult to  switch a vessel from  one field to another  at
short notice.   The  current  level  of  oil  prices  and  associated
softening in the  capital expenditure  plans of  oil companies  means
that FPSO's built on a speculative  basis will find it harder to  get
employment in the short term.

The remaining 18%  of the  portfolio assets are  oil service  related
equipment.

Analysed by  type of  security,  30% of  the  assets are  first  lien
secured while the remaining  70% have second  lien security over  the
underlying assets built or being  built. Construction is complete  on
approximately 23% of the portfolio and some 38% of the assets  (built
and under construction) have contracts of varying tenors in place

Outlook
Since the  end of  the  Company's financial  year  the price  of  oil
continued to fall reaching a low of US$37.41 a barrel on 18  February
2009 despite the agreed and proposed production cuts by OPEC.   Since
then, oil prices have staged a recovery, closing at US$56.71 on 7 May
2009.  It is clear that much  of the developed world is  experiencing
very challenging economic  conditions.  The  decline in  GDP and  the
associated collapse in world trade in both raw material and  finished
goods, has caused a  significant reduction in  the demand for  energy
and in  particular  oil and  gas.   We believe  that  offsetting  the
supply/demand driven fall in oil prices, is the decline in production
capacity as  existing fields  continue  to be  depleted at  rates  in
excess of the rate at which new capacity comes on stream.

Since  the  Company's  financial  year  end,  the  financial  markets
continued  to  deteriorate  significantly  and  deleverage.   Selling
continues across  the  high yield  bond  markets driving  down  asset
prices. The  ongoing  and  increasing scarcity  of  available  credit
continues to be the primary cause  of stress in the portfolio. It  is
against this
backdrop that we see a  continuing vulnerability of all  construction
projects where  completion was  predicated on  the ability  to  raise
further debt and /  or equity finance even  as the construction  risk
diminishes.

The portfolio continues  to generate income  and capital  repayments.
Under the terms of  the financing facility all  cash receipts net  of
agreed operating expenses, are  required to be  applied to repay  the
borrowing from  the  secured lender.  Once  that borrowing  has  been
repaid together with the facility  fee, the Company will be  required
to apply  such cash  receipts  to repay  the borrowing,  and  accrued
interest, from  the unsecured  lender. Thereafter,  any further  such
cash receipts  and  remaining  portfolio  assets  are  available  for
distribution to shareholders. There  is consequently, no  expectation
that dividends will be paid over  the course of this financial  year.
 The projected income and capital repayments over the next 18  months
are expected  to repay  a  material proportion  of  the debt  to  the
secured lender.  Leading up to the end of the 18 months, the  Company
will review its options to extend or replace its financing, or  issue
new equity to repay some or  all of the residual debt.   Furthermore,
it may be that by then asset  values have recovered to a point  where
the sale of  assets to  repay the  residual debt  also represents  an
attractive option.

All WTI price data sourced from Bloomberg
All share price data sourced from Bloomberg




CQS Cayman Limited Partnership
Date: 15 May 2009


Income Statement for the year ended 30 September 2008


                                              For the     Period from
                                           year ended   8 Nov 2006 to
                                          30 Sep 2008     30 Sep 2007
                                 Notes            GBP             GBP

Operating (loss)/income            3     (14,468,181)       5,670,122

Operating expenses
Other operating expenses           4      (1,787,798)       (847,201)
Finance costs                             (4,321,565)     (1,960,641)
Total operating expenses                  (6,109,363)     (2,807,842)

Net (loss)/profit                        (20,577,544)       2,862,280

(Loss)/Earnings per Ordinary
Share
Basic and Diluted                  5         (24.55p)           5.72p



All items in the above statement are derived from continuing
operations.

All income is attributable to the Ordinary Shareholders of the
Company.

The accompanying notes (available on the Company's website) form an
integral part of the financial statements.



Statement of Changes in Shareholders' Equity for the year ended 30
September 2008

               Share        Share       Other  Accumulated        Total
             Capital      Premium     Reserve       Losses
           Notes GBP         GBP)         GBP         GBP)         GBP)

Balance at 1
October 2007       -            -  48,724,675     777,280)  49,501,955)

Net loss for
the year           -            -           - (20,577,544) (20,577,544)
Total recognised
income and
expense plus
equity brought
forward            -            -  48,724,675 (19,800,264)   28,924,411

Conversion
of C Shares            49,018,863
into
Ordinary
Shares       11    -                        -            -   49,018,863

Transfer to          (49,018,863)  49,018,863
other
reserve      11    -                                     -            -

Dividends
paid to
Shareholders 15    -            - (6,761,154)            -  (6,761,154)

Balance  at   30                   90,982,384
September 2008     -            -             (19,800,264)   71,182,120



For the period from 8 November 2006 (date of incorporation) to 30
September 2007


                Share        Share      Other Accumulated       Total
              Capital      Premium    Reserve     Profits
            Notes GBP         GBP)        GBP         GBP        GBP)

Balance   at    8
November 2006       -            -          -           -           -

Net profit                                  -
for the
period              -            -              2,862,280   2,862,280

Total recognised    -            -
income and
expense plus
equity brought
forward                                     -   2,862,280   2,862,280

Issuance of
Ordinary
Shares        11    -   50,000,000          -           -  50,000,000
Cost related
to the
issuance of
Ordinary
Shares        11    -  (1,275,325)                        (1,275,325)

Transfer to           (48,724,675)
other reserve 11    -              48,724,675           -           -

Dividends                        -
paid to
Shareholders  15    -                       - (2,085,000) (2,085,000)

Balance   at   30                  48,724,675
September 2007      -            -                777,280  49,501,955


The accompanying notes (available on the Company's website) form an
integral part of the financial statements.


Balance Sheet as at 30 September 2008


                                            30 Sep 2008   30 Sep 2007
                                   Notes            GBP           GBP
Assets

Non-current assets
Investments at fair value through    6      158,024,503   104,367,052
profit or loss

Current assets
Derivative  financial   assets   -
unrealised   gain    on    forward
exchange contracts                   7                -       971,825
Receivable for securities sold                2,769,402             -
Cash and cash equivalents                        97,888             -
                                              2,867,290       971,825

Total assets                                160,891,793   105,338,877

Equity and liabilities

Equity
Share capital                       10                -             -
Share premium account               11                -             -
Other reserve                       11       90,982,384    48,724,675
Accumulated (losses)/profits               (19,800,264)       777,280
                                             71,182,120    49,501,955
Current liabilities
Interest-bearing borrowings          8       77,164,899    53,751,884
Payable for securities purchased              1,288,008     1,586,660
Derivative financial liabilities -
unrealised loss on
         forward exchange
contracts                            7       10,722,889             -
Other liabilities and payables       9          533,877       498,378
Total liabilities                            89,709,673    55,836,922

Total equity and liabilities                160,891,793   105,338,877

Net Asset Value per Share                        73.07p        99.00p



The accompanying notes (available on the Company's website) form an
integral part of the financial statements.

Cash Flow Statement for the year ended 30 September 2008

                                            For the   Period from
                                         year ended   8 Nov 2006 to
                                        30 Sep 2008   30 Sep 2007
                               Notes            GBP              GBP)

Net cash outflow from          12
operating activities                   (51,037,278)      (98,725,770)

Financing activities
       Proceeds from issuance  11
of Shares                                50,000,000       50,000,000)
       Costs related to        11
issuance of Shares                        (981,137)       (1,275,325)
       Interest expense paid            (4,245,297)       (1,709,108)
       Increase in             8
interest-bearing borrowings              13,122,754       53,795,203)
       Dividends paid to       15
shareholders                            (6,761,154)       (2,085,000)
Cash inflows from financing
activities                               51,135,166       98,725,770)

Net increase in cash                         97,888                 -

Reconciliation of net cash
flow to movement in net cash
Net increase in cash and cash
equivalents                                  97,888                 -
Effect of exchange rate
fluctuation on cash and cash
equivalents                                       -                 -
Cash and cash equivalents at
start of year                                     -                 -
Cash and cash equivalents at
end of year                                  97,888                 -



The accompanying notes (available on the Company's website) form an
integral part of the financial statements.

The Annual Report and Accounts for  the year ended 30 September  2008
will be posted  to shareholders  shortly and in  accordance with  AIM
Rule 26 a copy is available  to view and download from the  Company's
website at www.cqsrigfinance.com.


Enquiries:

Lynette Le Prevost
Kleinwort Benson (Channel Islands) Fund Services Limited
Telephone (01481) 752515

NOMAD and Broker
Arbuthnot Securities Limited
Alastair Moreton
Telephone 020 7012 2000

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