E-MAC NL 2004-II B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

This notice is made pursuant to the Act on Financial Supervision (Wet op het financieel toezicht), pursuant to which inside information should be made forthwith available .

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

 

Capitalised terms used herein have the meanings defined or construed in the Master Definitions Agreement

 

E-MAC NL 2004-II B.V.
(the "Issuer")

Notice is hereby given with respect to notes of each of the following class(es):

€ 584,000,000   Senior Class A Notes 2004 due 2037, issue price 100 per cent. ISIN: XS0207208165

€ 13,000,000   Mezzanine Class B Notes 2004 due 2037, issue price 100 per cent. ISIN XS0207209569

€ 8,500,000   Junior Class C Notes 2004 due 2037, issue price 100 per cent. ISIN XS0207210906

€ 4,500,000 Subordinated Class D Notes 2004 due 2037, issue price 100 per cent. ISIN XS0207211037

 ( the "Put Option Notes" and each class of Notes, a "Class of Put Option Notes" and together the "Classes of Put Option Notes" and the holders thereof the "Put Option Noteholders " )

€ 3,050,000 Subordinated Class E Notes 2004 due 2037, issue price 100 per cent. ISIN XS0207264077

 

Amsterdam,   5 January 2012

Notice is hereby given by the Issuer that in accordance with the Terms and Conditions of the Notes, each of the Put Option Noteholders has the right to exercise the Put Option and to offer to the Issuer any or all Put Option Notes held by it for redemption on 25 January 2012 (the ‘First Put Date’). The Put Option Notes in respect of which the Put Option is exercised may be redeemed, subject to, amongst others, Condition of the Notes 9, on the First Put Date.

 

The Issuer has received a letter from the MPT Provider stating that it will not, and also does not have the financial means to, grant the Servicing Advance loan on or before the First Put Date. Furthermore, the Issuer has reason to doubt that it will succeed in finding any third party which would be willing to purchase Mortgage Receivables or to provide the Servicing Advance loan on or before the First Put Date, at the terms provided for in the relevant documents. Consequently, the Issuer expects not to have sufficient funds available to redeem the Notes which are subject to redemption on the First Put Date.  

 

To exercise the Put Option, the Put Option Noteholder must deliver, at the specified office of the Paying Agent at any time during normal business hours of the Paying Agent by no later than 13 January 2012, a duly completed and signed notice of exercise in the form obtainable from the Paying Agent together with the relevant instruction as required by Euroclear and Clearstream, Luxembourg (the ‘Put Notice’) in which the Put Option Noteholder must specify a bank account to which payment is to be made under Condition of the Notes 6(d) accompanied by the Put Option Note(s) or evidence satisfactory to the Issuer that the relevant Put Option Note is upon delivery of the Put Notice, held to its order or under its control.

 

In the light of the Issuer’s expectation that it will not have sufficient funds available to redeem the Notes which are subject to redemption on the First Put Date and as to avoid that Notes would unnecessarily be blocked for trading from the moment of exercise of the Put Option by a Put Option Noteholder up to the First Put Date, Put Option Noteholders are hereby informed that the Notes in relation to which a notice of exercise of the Put Option is delivered will not be subject to blocking up to the First Put Date. Noteholders that had intended to exercise the Put Option would the Issuer have been in a position to honour such exercise or who regardless thereof wish to exercise the Put Option, should deliver a notice of exercise.

 

In accordance with Condition 4(e) the Extension Margins and assumed remaining average lives (‘r.a.l.’) are as follows:

 

 

The Royal Bank of Scotland N.V. ("RBS") will act as agent in respect of this announcement (the "Agent"):

 

The Royal Bank of Scotland N.V.

Tel. +31 20 464 3707

Fax: + 31 20 464 1707

Email: corporate.actions@rbs.com

 

ATC Management B.V.

Director of the Issuer

Fred. Roeskestraat 123

1076   EE Amsterdam, the Netherlands

                            emac@atccapitalmarkets.com

 

 

Notice regarding the Put Option