DARTS Finance B.V. - Amstelhuys 2005 NHG Pool
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
DARTS Finance B.V.
Amstelhuys 2005 NHG Pool
Notice is hereby given with respect to notes of each of the following class(es):
euro 1,000,000,000 floating rate Senior Class A Mortgage-Backed Notes 2005 due 2064,
issue price 100 per cent. ISIN code XS0233338135
(the "Senior Class A Notes" and the holders thereof the "Senior Class A Noteholders" )
Amsterdam, 22 March 2012
Notice is hereby given that, in order to avoid a downgrade of the Senior Class A Notes by Fitch, the Issuer has proposed the issue of euro 64,000,000 Mezzanine Class S Mortgaged-Backed Notes 2012 due 2064 (the "Mezzanine Class S Notes") at an issue price of 100 per cent.
The Issuer shall use 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 22 March 2012 (the “Effective Date”). The principal amount so redeemable in respect of each Senior Class A Note on the Effective Date ("Principal Redemption Amount") shall be the Mezzanine Class S Notes Proceeds divided by the number of Senior Class A Notes. 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 shall be reduced accordingly. The obligation to pay the purchase price for the Mezzanine Class S Notes will be netted automatically with the Principal Redemption Amount through the clearing systems without further action being required. No actual cash flows will occur.
Amongst others, the issue of the Mezzanine Class S Notes and the amendment of the terms and conditions of the notes (the “Amended Terms and Conditions”) were authorised by a resolution of the managing director of the Issuer passed on 21 March 2012 and were approved by Extraordinary Resolutions of the holders of the Senior Class A Notes dated 19 March 2012.
Capitalised terms used herein and not otherwise defined or construed herein, shall have the same meanings as defined or construed in the Amended Terms and Conditions .
The Mezzanine Class S Notes have been assigned ISIN code XS0762430774 and will not be listed on any stock exchange. The Mezzanine Class S Notes will be issued in denominations of € 100,000 and integral multiples of € 10 in excess thereof. The Mezzanine Class S Notes will carry a floating rate of interest, payable quarterly in arrear on each Quarterly Payment Date. The rate of interest will be equal to the sum of three-months Euribor plus a margin per annum, which will be 0.03 per cent. up until the Quarterly Payment Date falling in November 2014 (the "First Optional Redemption Date").
If on the First Optional Redemption Date any Class of Notes has not been redeemed in full, the margin for the Notes will increase and the interest applicable to such Notes will then be equal to the sum of three-months Euribor, plus a margin per annum which will be 0.20 per cent. for the Senior Class A Notes and 0.20 per cent. for the Mezzanine Class S Notes, payable quarterly in arrear on each Quarterly Payment Date.
The Notes are scheduled to mature on the Quarterly Payment Date falling in November 2064. On the First Optional Redemption Date and each Quarterly Payment Date thereafter (each an "Optional Redemption Date") the Issuer will have the option to redeem all (but not only part) of the Senior Class A Notes and the Mezzanine Class S Notes at their Principal Amount Outstanding, subject to and in accordance with the Amended Terms and Conditions.
Contact details of the Paying Agent:
The Royal Bank of Scotland N.V.
Tel. +31 20 464 3707
Fax: + 31 20 464 1707
ATC Management B.V.
Fred. Roeskestraat 123
1076 EE Amsterdam