Chapel 2007 B.V.
21 March 2013
NOTICE TO NOTEHOLDERS
To the holders of
€321,000,000 Senior Class A1 Asset-Backed Notes 2007 due 2066
€300 ,000,000 Senior Class A2 Asset-Backed Notes 2007 due 2066
€ 13,800,000 Senior Class B Asset-Backed Notes 2007 due 2066
€ 23,500,000 Mezzanine Class C Asset-Backed Notes 2007 due 2066
€17,9 00,000 Mezzanine Class D Asset-Backed Notes 2007 due 2066
€ 13,800,000 Junior Class E Asset-Backed Notes 2007 due 2066
€ 13,800,000 Subordinated Class F Notes 2007 due 2066
€ 6,900,000 Subordinated Class G Notes 2007 due 2066
(the “Notes”)
issued by Chapel 2007 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, tax or other advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial advisor.
The distribution of this notice may be restricted by law in certain jurisdictions and persons into whose possession this notice comes are requested to inform themselves about, and to observe, any such restrictions. If you have sold or otherwise transferred your entire holding(s) of Notes, please forward this document immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Terms used but not defined herein shall have the meanings given to them in the Offering Circular (including the Conditions).
Notice is hereby given, in accordance with the terms and conditions of the Notes, that it has been agreed that:
(i) The Royal Bank of Scotland N.V. (“RBS NV”) will transfer to The Royal Bank of Scotland plc, Amsterdam Branch (“RBS plc”) and RBS plc will assume the rights and obligations of RBS NV as Liquidity Facility Provider in respect of the relevant transaction documents in relation to the Notes; and
(ii) RBS NV will transfer to ABN AMRO Bank N.V. (“ABN AMRO”) and ABN AMRO will assume the rights and obligations of RBS NV as Paying Agent and Reference Agent in respect of the relevant transaction documents in relation to the Notes (together with (i) above, the “Transfer”).
(iii) The Liquidity Facility Agreement is amended by deleting Clause 11.2(a) of the Liquidity Facility Agreement and replacing it with the provision set out below:
“(a) it is a public company with limited liability incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power to enter into this Agreement;”; and
(iv) the Liquidity Facility Agreement is amended by deleting Clause 11.2(d) of the Liquidity Facility Agreement and replacing it with the provision set out below:
“(d) it has a rating assigned to its short-term unsecured, unsubordinated and unguaranteed debt obligations at least equal to A-1 by S&P and P-2 by Moody’s”.
(the Amendments”).
The Transfer and the Amendment came into effect as of 21 March 2013.
Noteholders should contact the following for further information:
Chapel 2007 B.V.
p/o ATC Management B.V.
Attn. of Managing Directors
Frederik Roeskestraat 123
1076 EE Amsterdam
The Netherlands
This notice is given by:
Chapel 2007 B.V.
DISCLAIMER
THE ABOVE ANNOUNCEMENT IS A COMMUNICATION TO THE MARKET. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS-EQUIVALENT DOCUMENT.
THIS ANNOUNCEMENT HAS BEEN DELIVERED TO YOU ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT MAY BE LAWFULLY DELIVERED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED AND YOU MAY NOT, NOR ARE YOU AUTHORISED TO, DELIVER THIS ANNOUNCEMENT TO ANY OTHER PERSON. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
NEITHER THE ISSUER, NOR THE DIRECTORS ACCEPT ANY LIABILITY TO ANY PERSON IN RELATION TO THIS ANNOUNCEMENT.
Notice in relation to change of Liquidity Facility Provider and the Paying and Reference Agent