Holland Homes Oranje MBS B.V.

NOTICE

 

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.

 

HOLLAND HOMES ORANJE MBS B.V.

(the "Issuer")

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

€ 1,591,000,000 Senior Class A Mortgage-Backed Floating Rate Notes due 2083,

issue price 100 per cent. ISIN: XS0238851827

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

€ 9,600,000 Subordinated Class B Mortgage-Backed Floating Rate Notes due 2083,

issue price 100 per cent. ISIN: XS0238855141

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

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

 

Amsterdam, 21 March 2012

NOTICE:

Notice is hereby given that, in order to avoid a downgrade by Fitch of the Senior Class A Notes, the Issuer has issued € 26,000,000 Mezzanine Class S Mortgaged-Backed Floating Rate Notes 2012 due 2083 (the "Mezzanine Class S Notes") at an issue price of 100 per cent. on 20 March 2012.

 

The Issuer has used 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 20 March 2012 (the “Effective Date”). The principal amount redeemed in respect of each Senior Class A Note on the Effective Date ("Redemption Amount") is the Mezzanine Class S Notes Proceeds divided by the number of Senior Class A Notes (rounded down to the nearest euro). 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 is reduced accordingly. The obligation to pay the purchase price for the Mezzanine Class S Notes is netted automatically with the Redemption Amount through the clearing systems without further action being required. No actual cash flows occurred.

 

The holders of the Senior Class A Notes and the Subordinated Class B Notes respectively have each, inter alia, approved the issue of the Mezzanine Class S Notes and the amendment of the terms and conditions of the Notes (the “Amended Conditions”) by way of an Extraordinary Resolution dated 16 September 2011.

 

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

 

The Mezzanine Class S Notes have been assigned ISIN code XS0729849439 and will not be listed on any stock exchange. The Mezzanine Class S Notes have been issued in denominations of € 100,000 and integral multiples of € 100. The Mezzanine Class S Notes will carry a floating rate of interest, payable in arrear on each Quarterly Payment Date, which rate of interest will be three months Euribor plus a margin per annum, which will be 0.03 per cent. Pursuant to Condition 5, the interest to be paid on the Senior Class A notes on the next Quarterly Payment Date will be calculated over the current Principal Amount Outstanding from the last Quarterly Payment Date until the Effective Date plus the new Principal Amount Outstanding from and including the Effective Date until the next Quarterly Payment Date. Pursuant to Condition 5, the interest to be paid on the Mezzanine S notes on the next Quarterly Payment Date will be calculated over the Principal Amount Outstanding from and including the Effective Date until the next Quarterly Payment Date.

 

Pursuant the Amended Conditions, the Mezzanine Class S Notes are subordinated in respect of the interest and principal to the Senior Class A Notes. Each Mezzanine Class S Noteholder (other than DBV or any Group Company or any company acting as an agent of DBV or of a Group Company), will have a Put Option to offer for sale any Mezzanine Class S Notes held by it to the Issuer on each Put Option Date by giving a notice to the Issuer and the Principal Paying Agent within a period of not less than 11 days and not more than 20 days prior to the relevant Put Option Date. If any Senior Class A Noteholder or any Mezzanine Class S Noteholder (other than DBV or any Group Company or any company acting as an agent of DBV or of a Group Company), exercises the Put Option, each of the other holders of the Senior Class A Notes and the Mezzanine Class S Notes has the obligation to offer the Senior Class A Notes and the Mezzanine Class S Notes held by it/him for sale to the Issuer. This means that even if none of the holders of the Senior Class A Notes have exercised the Put Option, the Put Option in respect of the Senior Class A Notes is exercised if the Put Option in respect of one or more Mezzanine Class S Notes is exercised.

 

If none of the holders of the Mezzanine Class S Notes and/or the Senior Class A Notes exercises the Put Option on the first Put Option Date, interest in respect of the Mezzanine Class Notes will accrue in respect of any Interest Period commencing on (and including) the first Put Option Date at a rate of interest of three months Euribor minus 0.10 per cent. per annum.

 

If the Put Option is exercised, the Issuer shall offer the Notes, to the extent offered to it, for sale to DBV, which will have the option, but not the obligation, to purchase the Notes from the Issuer for a purchase price which will be equal to the purchase price to be paid by the Issuer to the holders of the Senior Class A Notes and the Mezzanine Class S Notes.

 

If the Put Option is exercised, and DBV refuses to purchase the Notes from the Issuer, the Issuer shall not purchase the Notes offered to it under the Put Option and the rate of interest for the Mezzanine Class S Notes will change to three months Euribor plus 0.10 per cent. per annum. It will not constitute an Event of Default under the Conditions if the Issuer does not purchase on the relevant Put Option Date the Notes in respect of which the Put Option has been exercised. On the relevant Put Option Date, payments on the Notes will be made in accordance with Conditions 5, 7 and 10 as if the Put Option had not been exercised.

 

If the Put Option is exercised and DBV has accepted the offer for sale of the Senior Class A and the Mezzanine Class S Notes, but a Noteholder does not offer its Notes to the Issuer, all payments in respect of such Notes shall accrue in accordance with the Amended Conditions but not become due and payable until the relevant Note(s) are sold and transferred to DBV. For the avoidance of doubt, no interest will accrue over such accrued interest or principal under such Notes.

If the Put Option is exercised, and DBV accepts to purchase the Notes from the Issuer, the Issuer will purchase the Notes from the relevant Noteholders for a purchase price which will be equal to the Principal Amount Outstanding of such Notes less the relevant Principal Shortfall, if any, on such Put Option Date after the payments due and payable by the Issuer have been made on such date in accordance with Condition 10(b).

 

Unless previously redeemed, the Issuer shall redeem the Mezzanine Class S Notes at their respective Principal Amount Outstanding on the Quarterly Payment Date falling in April 2083. The Mezzanine Class S Notes will be subject to partial mandatory redemption on each Quarterly Payment Date subject to and in accordance with the Conditions.

 

 

ATC Management B.V.

Director

Fred. Roeskestraat 123

1076 EE Amsterdam

The Netherlands

Notice Holland Homes Oranje MBS B.V.