E-MAC NL 2005-NHG II 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) .
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
E-MAC NL 2005-NHG II B.V.
(the "Issuer")
Notice is hereby given with respect to notes of each of the following class(es):
€ 600,000,000 Senior Class A Notes 2005 due 2038, issue price 100 per cent. ISIN: XS0218115649
€ 4,200,000 Subordinated Class B Notes 2005 due 2038, issue price 100 per cent. ISIN: XS0218116373
( the "Senior Class A Notes" and the "Subordinated Class B Notes" together the "Notes" and the holders of the “Senior Class A Notes” the "Senior Class A Noteholders" )
Amsterdam, 7 October 2014
Notice is hereby given by the Issuer that in accordance with the Terms and Conditions of the Notes, each of the Senior Class A Noteholders has the right to exercise the Put Option and to offer to the Issuer any or all Senior Class A Notes held by it for redemption on 27 October 2014 (the ‘Put Date’). The Senior Class A Notes in respect of which the Put Option is exercised may be redeemed, subject to the Terms and Conditions of the Notes, in particular but not limited to Condition 9, on the Put Date.
The Issuer has been informed by the MPT Provider that it will not, and also does not have the financial means to, grant the Servicing Advance loan on or before the Put Date. Furthermore, the Issuer has reason to doubt that it will succeed in finding any third party which would be willing to purchase Mortgage Receivables or to provide the Servicing Advance loan on or before the Put Date, at the terms provided for in the relevant documents. Consequently, the Issuer expects not to have sufficient funds available to redeem the Notes which are subject to redemption on the Put Date.
To exercise the Put Option, the Senior Class A Noteholder must deliver, at the specified office of the Paying Agent at any time during normal business hours of the Paying Agent by no later than the 16th of October 2014, a duly completed and signed notice of exercise in the form obtainable from the Paying Agent together with the relevant instruction as required by Euroclear and Clearstream, Luxembourg (the ‘Put Notice’) in which the Senior Class A Noteholder must specify a bank account to which payment is to be made under Condition of the Notes 6(e) accompanied by the Put Option Note(s) or evidence satisfactory to the Issuer that the relevant Put Option Note is upon delivery of the Put Notice, held to its order or under its control.
In the light of the Issuer’s expectation that it will not have sufficient funds available to redeem the Notes which are subject to redemption on the Put Date and as to avoid that Notes would unnecessarily be blocked for trading from the moment of exercise of the Put Option by a Senior Class A Noteholder up to the Put Date, Senior Class A Noteholders are hereby informed that the Notes in relation to which a notice of exercise of the Put Option is delivered will not be subject to blocking up to the Put Date. Noteholders that had intended to exercise the Put Option would the Issuer have been in a position to honour such exercise or who regardless thereof wish to exercise the Put Option, should deliver a notice of exercise.
Citibank N.A. ("Citibank") is the Paying Agent in respect of this announcement:
Citibank N.A.
1 Northwall Quay, Dublin 1,
attention Corporate Actions, GATS
Tel.: + 353-1-622-2211
Fax: + 353-1-506-0339
E-mail: corporateaction.instruction@citi.com
Intertrust Management B.V.
Director of the Issuer
Prins Bernhardplein 200
1097 JB Amsterdam, the Netherlands
emac@intertrustgroup.com
Put Option Notice - 7 October 2014
