EUROSAIL-NL 2007-2 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 entered into by the Issuer in connection with the issue of the Notes on 27 November 2007 as amended and restated.
EUROSAIL-NL 2007-2 B.V.
(the "Issuer")
Notice is hereby given with respect to notes of each of the following class(es):
EUR 280,000,000 Class A Mortgage Backed Floating Notes due October 2040, ISIN:
XS0327216569/ US29879JAA34
EUR 22,050,000 Class M Mortgage Backed Floating Rate Notes due October 2040, ISIN:
XS0330526772/ US29879JAF21
EUR 25,200,000 Class B Mortgage Backed Floating Rate Notes due October 2040, ISIN: XS0327217880/US29879JAB17
EUR 11,375,000 Class C Mortgage Backed Floating Rate Notes due October 2040, ISIN:
XS0327218425/ US29879JAC99
EUR 11,375,000 Class D1 Mortgage Backed Floating Rate Notes due October 2040, ISIN: XS0327219159/US29879JAD72
( the "Put Option Notes" and each class of Notes, a “Class of Put Option Notes” and the holders thereof the "Put Option Noteholders" )
Amsterdam, 5 February 2013
Notice is hereby given by the Issuer that in accordance with the Terms and Conditions of the Notes, each Put Option Noteholder has the option (a “Put Option”) to offer any or all of the Put Option Notes held by it to the Issuer for redemption on the Quarterly Instruments Payment Date falling on 17 April 2013 (the “First Put Option Date”) and provided that there is no Principal Deficiency on any Class of Put Option Notes, in accordance with the provisions of the Note Condition 5(g).
To exercise the Put Option the Put Option Noteholder must during the period starting on 6 February 2013 and ending on 1 March 2013, give notice to the Issuer and the Principal Paying Agent of such exercise through its custodian and in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.
The Put Option Notes in respect of which the Put Option is exercised will be redeemed in full if (i) there is no Principal Deficiency on any Class of Put Option Notes on the First Put Option Date, subject to the Note Condition 5 and (ii) if Put Option Noteholders representing less than fifty (50) per cent. of the Notes Principal Amount Outstanding of the Put Option Notes as at the Quarterly Instruments Payment Date falling in January 2013 have exercised their Put Option on the First Put Option Date, such Put Option Notes will only be redeemed upon the Rating Agencies confirming the then-current ratings of the Notes that will remain outstanding on the subsequent Quarterly Instruments Payment Date.
The Put Option Notes in respect of which the Put Option is not exercised, will not be redeemed on the First Put Option Date. From (and including) the First Put Option Date, the Relevant Margin of the Put Option Notes outstanding, shall be reduced to the Post-Put Option Date Margin, unless (i) there is a Principal Deficiency on any Class of the Put Option Notes or (ii) the Rating Agencies cannot confirm the then-current ratings of the Put Option Notes on the subsequent Quarterly Instruments Payment Date in the case that Put Option Noteholders representing less than fifty (50) per cent. of the Notes Principal Amount Outstanding of the Put Option Notes exercise their Put Option (in which cases the margins on each Class of Notes remain the same).
However, all Put Option Notes will be redeemed in full at their aggregate Notes Principal Amount Outstanding if the majority of the Put Option Noteholders, being Put Option Noteholders representing more than 50 per cent. of the Notes Principal Amount Outstanding as at the close of business on the Quarterly Instruments Payment Date (January 2013) prior to the First Put Option Date, have decided to exercise their Put Option.
In the case Put Option Noteholders wish to exercise their Put Option, but the Issuer does not redeem the Notes, in accordance with the Note Condition 5, the Relevant Margin for each class of Put Option Notes shall be increased to the Doubled Margin, unless (i) there is a Principal Deficiency on any Class of the Put Option Notes on such Put Option Date or (ii) on a Put Option Date, Put Option Noteholders representing less than fifty (50) per cent. of the Notes Principal Amount Outstanding of the Put Option Notes as at the Quarterly Instruments Payment Date falling in January 2013 exercise their Put Option and the Rating Agencies cannot confirm the then-current ratings of the Notes that remain outstanding. In such case, the margin on the Put Option Notes that are not redeemed shall remain unchanged at the then-current margins.
In accordance with the Note Condition 5, the Post-Put Option Date Margin, the Doubled Margin and the assumed remaining average life of each Class of Put Option Notes (“r.a.l.”) are as follows:
|
Class of Notes |
Post-Put Option Date Margin |
Doubled Margin |
Assumed r.a.l. WAL (yrs) * |
|
Class A Notes |
0.00 per cent. |
1.50 per cent. |
8.39 |
|
Class M Notes |
0.45 per cent. |
1.80 per cent. |
22.50 |
|
Class B Notes |
0.60 per cent. |
2.20 per cent. |
24.07 |
|
Class C Notes |
0.95 per cent. |
2.90 per cent. |
24.31 |
|
Class D1 Notes |
2,00 per cent. |
5.00 per cent. |
24.50 |
* the results are based on a 5 % CPR
The Issuer informs the Put Option Noteholders that on 17 January 2013 it received a letter from the Seller stating that the Seller, until further notice, does neither purchase nor accept assignment of any Mortgage Receivables on the First Put Option Date and/or on any subsequent Put Option Date. The Issuer deems it unlikely that it will succeed in finding any third party which would be willing to purchase Mortgage Receivables outstanding on or before the First Put Option Date against the Redemption Repurchase Price as defined in the Transaction Documents. Consequently, the Issuer expects not to have sufficient funds available to redeem the Put Option Notes on the First Put Option Date.
Pursuant to the terms and conditions of the Notes, Lehman Brothers International (Europe) or any company belonging to the same group of companies as Lehman Brothers International (Europe) holding any Put Option Notes does not have the right to exercise the Put Option.
HSBC Bank plc is the Principal Paying Agent
HSBC Bank plc
Level 27, 8 Canada Square
London E14 5HQ, the United Kingdom
Attention: The Manager, Repack Client Services, Corporate Trust and Loan Agency, Security Services
EUROSAIL-NL 2007-2 B.V.
Fred. Roeskestraat 123
1076 EE Amsterdam, the Netherlands
Attention : ATC Management B.V., Director of the Issuer
Fax: +31 20 577 1188 Put Option 17 April 2013