Leo-Mesdag B.V.
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
LEO-MESDAG B.V.
(the Issuer)
Notice is hereby given with respect to holders of notes (the Noteholders) of each of the following class(es):
EUR 642,500,000 Senior Class A Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent ISIN XS0266637171
Time of First Noteholders Meeting: 4 April 2014, 15:00 CET
EUR 20,500,000 Mezzanine Class B Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent. ISIN XS0266638146
Time of First Noteholders Meeting: 4 April 2014, 15:30 CET
EUR 112,500,000 Mezzanine Class C Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent. ISIN XS0266642171
Time of First Noteholders Meeting: 4 April 2014, 16:00 CET
EUR 142,500,000 Junior Class D Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent. ISIN XS0266642767
Time of First Noteholders Meeting: 4 April 2014, 16:30 CET
EUR 82,000,000 Subordinated Class E Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent. ISIN XS0266644383
Time of First Noteholders Meeting: 4 April 2014, 17:00 CET
EUR 50,000,000 Class Y Commercial Mortgage-Backed Floating Rate Notes 2006 due 2019, issue price 100 per cent. ISIN XS0266645604
Time of First Noteholders Meeting: 4 April 2014, 17:30 CET
(the Notes and each class of Notes, a Class of Notes and together the Classes of Notes)
Amsterdam, 13 March 2014
NOTICE:
The capitalised terms used in this notice shall bear the same meanings given to them in the Prospectus dated 27 September 2006 for LEO-MESDAG B.V.
At the request of the Issuer, after having received this request from the Borrower, the Stichting Security Trustee LEO-MESDAG (the Issuer Security Trustee) hereby convenes a first meeting of Noteholders of each Class of Notes (for the avoidance of doubt, other than the Class X Noteholders) on 4 April 2014, in relation to any such Class of Notes at the time as specified under each such Class of Notes in the header hereof, during which a certain extraordinary resolution as described in a report prepared by the Issuer Security Trustee (the Issuer Security Trustee Report) will be submitted for adoption (each a First Noteholders Meeting and collectively, the First Noteholders Meetings). In anticipation of the First Noteholders Meetings, an informative meeting for Noteholders is convened and will be held on 21 March 2014 (the Informative Meeting). At the Informative Meeting the Issuer Security Trustee Report including a business presentation attached thereto will be discussed.
The agenda of each of the First Noteholders Meetings is as follows:
(1) Opening;
(2) Introduction of submitted extraordinary resolution;
(3) Voting on the submitted extraordinary resolution;
(4) Any other business;
(5) End of the First Noteholders Meeting.
Noteholders, their representatives or their proxyholder(s) may attend the relevant First Noteholders Meeting in person which will be held at the following address:
Intertrust Management B.V.
Prins Bernhardplein 200
1097 JB Amsterdam
and may vote at such First Noteholders Meeting, subject to certain blocking instructions and voting certificates being submitted as set out in detail below.
BNP Paribas Securities Services, Luxembourg Branch will act as voting collection agent to collect the blocking instructions and voting certificates (the Voting Collection Agent), as set out in detail below.
Intertrust Management B.V. will act as agent (the Agent) to cast the votes of the Noteholders at the First Noteholders Meeting upon receipt of the blocking instructions and voting certificates from the Voting Collection Agent, as set out in more detail below.
Instructions to obtain the Issuer Security Trustee Report
Noteholders wishing to obtain the Issuer Security Trustee Report are requested to submit such request in writing to the Agent (email: LM@intertrustgroup.com).
Instructions in relation to in person attending, and voting at, the First Noteholders Meetings
Noteholders, their representatives or their proxyholder(s) wishing to attend the relevant First Noteholders Meeting in person and to vote at such First Noteholders Meeting are requested to submit or procure to submit (i) a blocking instruction to the Voting Collection Agent and (ii) a voting certificate which may be obtained from the Voting Collection Agent; both through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 2 April 2014. Such blocking instruction should contain details of the relevant nominal amount, the ISIN code of each Class of Notes held and all relevant details of the Noteholder (including full contact details, particularly the email address to which such certificate needs to be sent). Noteholder representatives or proxyholders wishing to attend the relevant First Noteholders Meeting in person must produce at such First Noteholders Meeting a valid certificate issued by the Voting Collection Agent relating to each such Class of Note(s) in respect of which he or she wishes to vote.
As of 7 April 2014 the relevant nominal amount of each Class of Notes, for which a blocking instruction has been submitted, will be unblocked.
Instructions in relation to authorising the Agent to attend and to vote at, the First Noteholders Meetings
Noteholders, wishing to vote but not to attend a First Noteholders Meeting in person are requested to submit or procure to submit a blocking instruction to the Voting Collection Agent which is to include a voting instruction, all through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 2 April 2014. Such combined blocking instruction and voting instruction should contain details of the relevant nominal amount, the ISIN code of each Class of Notes held, all relevant details of the Noteholder (including full contact details, particularly the email address to which such certificate needs to be sent) and the appointment of the Agent as proxyholder to attend and vote at each First Noteholders Meeting in accordance with the voting instruction received from such Noteholder as specified therein.
As of 7 April 2014 the relevant nominal amount of each Class of Notes, for which a blocking instruction has been submitted, will be unblocked.
For assistance with procuring attendance at the meeting, obtaining voting certificates and/or submitting voting instructions, please contact the Voting Collection Agent:
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich, Howald
L2085 Luxembourg
Email: lux.ostdomiciliees@bnpparibas.com
This notice constitutes the formal announcement of the First Noteholders Meetings. Neither Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, the Issuer, the Issuer Security Trustee, the Agent, nor the Voting Collection Agent accept any liability whatsoever for any act or omission to act in relation to the foregoing.
For more information:
Director
Amsterdamsch Trustee’s Kantoor B.V.
Prins Bernhardplein 200
1097 JB Amsterdam
Email: LM@intertrustgroup.com
Notice First Noteholders Meeting