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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, 19 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.

On 13 March 2014 notice (the Notice) was made that at the request of the Issuer, after having received this request from the Borrower, the Stichting Security Trustee LEO-MESDAG (the Issuer Security Trustee) 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.

As noted in the Notice, 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.

The Notice noted that BNP Paribas Securities Services, Luxembourg Branch would act as voting collection agent to collect the blocking instructions and voting certificates and Intertrust Management B.V. would act as agent to cast the votes of the Noteholders at the First Noteholders Meeting.

This notice is made to replace BNP Paribas Securities Services, Luxembourg Branch in its capacity as voting collection agent and Intertrust Management B.V. in its capacity as the agent by ABN AMRO Bank N.V. and notice is hereby made that ABN AMRO Bank N.V. will act as agent to collect the blocking instructions and voting certificates and to cast the votes of the Noteholders at the First Noteholders Meeting (the 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 Intertrust Management B.V. (email: LM@intertrustgroup.com ) or the Agent (email: corporate.broking@nl.abnamro.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 Agent and (ii) a voting certificate which may be obtained from the 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 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 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 Agent:

ABN AMRO Bank N.V.

Corporate Broking

Tel. +31 20 344 2000

Fax: + 31 20 628 8481

Email: corporate.broking@nl.abnamro.com

 

This notice constitutes an additional announcement in respect of the First Noteholders Meetings. Neither Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, the Issuer, the Issuer Security Trustee, nor the 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

Additional Notice to Noteholders in relation to the Agent
Private Wealth Services