SAECURE 6 NHG B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

This notice comprises regulated information within the meaning of the Dutch Act on Financial Supervision (Wet op het financieel toezicht).

 

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.

 

SAECURE 6 NHG B.V.

(the "Issuer")

Notice is hereby given with respect to notes of the following class:

€ 2,054,100,000 Senior Class A Mortgage-Backed Notes 2006 due 2098,

issue price 100 per cent. ISIN: XS0266744761

(the "Senior Class A Notes" and the holders thereof the "Senior Class A Noteholders" )

€ 7,200,000 Subordinated Class B Notes 2006 due 2098,

issue price 100 per cent. ISIN: XS0266745735

(the "Subordinated Class B Notes" and the holders thereof the "Subordinated Class B Noteholders" )

€ 6,200,000 Subordinated Class C Notes 2006 due 2098,

issue price 100 per cent. ISIN: XS0268063566

(the "Subordinated Class C Notes" and the holders thereof the "Subordinated Class C Noteholders" )

(together the “Notes” and the holders thereof the “Noteholders”)

 

 

Amsterdam, 15 March 2012

NOTICE:

Notice is hereby given that, at the request of the Senior Class A Noteholder in order to avoid a downgrade of the Senior Class A Notes by Fitch, the Issuer has proposed the issue of € 60,000,000 Mezzanine Class S1 Mortgaged-Backed Notes 2012 due 2098 (the "Mezzanine Class S1 Notes") at an issue price of 100 per cent. and the issue of € 55,421,632 Mezzanine Class S2 Mortgaged-Backed Notes 2012 due 2098 (the "Mezzanine Class S2 Notes", and together with the Mezzanine Class S1 Notes the "Mezzanine Class S Notes " ) at an issue price of 100 per cent.

 

The Issuer shall use the net proceeds of the issue of the Mezzanine Class S Notes (the "Mezzanine Class S Notes Proceeds") to partially redeem the Senior Class A Notes on a pro rata and pari passu basis on 16 March 2012 (the “Effective Date”). The principal amount so redeemable in respect of each Senior Class A Note on the Effective Date ("Principal Redemption Amount") shall be the Mezzanine Class S Notes Proceeds divided by the number of Senior Class A Notes. Following application of the Mezzanine Class S Notes Proceeds to partially redeem the Senior Class A Notes, the Principal Amount Outstanding of such Senior Class A Notes shall be reduced accordingly. The obligation to pay the purchase price for the Mezzanine Class S Notes will be netted automatically with the Principal Redemption Amount through the clearing systems without further action being required. No actual cash flows will occur.

 

Amongst others, the issue of the Mezzanine Class S Notes and the amendment of the terms and conditions of the notes (the “Amended Terms and Conditions”) have been approved in accordance with the trust deed , for which a resolution in writing was signed by or on behalf of all Senior Class A Noteholders, to take effect as if it were an Extraordinary Resolution of the Senior Class A Noteholders.

 

Capitalised terms used herein and not otherwise defined or construed herein, shall have the same meanings as defined or construed in the Amended Terms and Conditions .

 

The Mezzanine Class S1 Notes have been assigned ISIN code XS0757337471 and the Mezzanine Class S2 Notes have been assigned ISIN code XS0757352603. The Mezzanine Class S Notes will be issued in denominations of € 100,000 and integral multiples of € 1 in excess thereof, up to and including € 199,999, and will not be listed on any stock exchange. The Mezzanine Class S Notes will carry a floating rate of interest, payable quarterly in arrear on each Quarterly Payment Date. The rate of interest will be equal to the sum of three-months Euribor plus a margin per annum, which will be 0.025 per cent. up until the Quarterly Payment Date falling in August 2013 (the "First Optional Redemption Date").

 

If on the First Optional Redemption Date the Notes of any Class have not been redeemed in full, the margin for the Notes will increase and the interest applicable to such Notes will then be equal to the sum of three-months Euribor, plus a margin per annum which will be 0.1 per cent. for the Senior Class A Notes, 0.1 per cent. for the Mezzanine Class S Notes, 1 per cent. for the Subordinated Class B Notes and 1.7 per cent. for the Subordinated Class C Notes payable quarterly in arrear on each Quarterly Payment Date.

 

The Notes will mature on the Quarterly Payment Date falling in August 2098. On the First Optional Redemption Date and each Quarterly Payment Date thereafter (each an "Optional Redemption Date") the Issuer will have the option to redeem all (but not only part) of the Senior Class A Notes and the Mezzanine Class S Notes at their Principal Amount Outstanding, subject to and in accordance with the Conditions.

 

Contact details of the Paying 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

Fred. Roeskestraat 123

1076 EE Amsterdam

The Netherlands

 

Notice dated 15MAR2012