EMF-NL Prime 2008-A B.V.
EMF-NL Prime 2008-A B.V.
(the "Issuer")
Notice is hereby given with respect to notes of each of the following class(es):
EUR 110,000,000 Class A2 Mortgage Backed Floating Rate Notes due April 2041,
ISIN: XS0362465535 / US26868QAB41
EUR 10,000,000 Class A3 Mortgage Backed Floating Rate Notes due April 2041,
ISIN: XS0362465881 / US26868QAC24
EUR 12,000,000 Class B Mortgage Backed Floating Rate Notes due April 2041,
ISIN: XS0362466186/US26868QAD07
EUR 9,000,000 Class C Mortgage Backed Floating Rate Notes due April 2041,
ISIN: XS0362466269 / US26868QAE89
EUR 9,000,000 Class D Mortgage Backed Floating Rate Notes due April 2041,
ISIN: XS0362466772
( the "Put Option Notes" and each class of Notes, a " Class of Put Option Notes " and the holders thereof the "Put Option Noteholders" )
Amsterdam, 7 August 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 in October 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(f).
To exercise the Put Option, the Put Option Noteholder must during the period starting on 8 August 2013 and ending on 2 September 2013, give notice to the Issuer and the Principal Paying Agent of such exercise 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 the 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 July 2013 have exercised their Put Option on the First Put Option Date, such Put Option Notes will only be redeemed upon the Rating Agencies (other than Moody's) 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 (other than Moody's) cannot confirm the then-current ratings of the 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 (July 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 remain unchanged at the then-current margin and the Reserve Fund Required Amount shall be increased to the Notes Principal Amount Outstanding of the Put Option Notes outstanding as at the immediately preceding Quarterly Instruments Payment Date.
In accordance with the Note Condition 5, the Post-Put Option Date Margin, the Relevant 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 |
Relevant Margin |
Assumed r.a.l. WAL (yrs) * |
|
Class A2 Notes |
0.00 per cent. |
0.80 per cent. |
12.54 |
|
Class A3 Notes |
0.00 per cent. |
0.85 per cent. |
24.25 |
|
Class B Notes |
0.50 per cent. |
1.00 per cent. |
24.25 |
|
Class C Notes |
0.50 per cent. |
1.00 per cent. |
24.42 |
|
Class D Notes |
0.50 per cent. |
1.00 per cent. |
24.50 |
* the results are based on a 3.50 % CPR
The Issuer informs the Put Option Noteholders that on 6 August 2013 it received a letter from the Sellers stating that the Sellers, until further notice, do 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
EMF-NL Prime 2008-A 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 Notice