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Eurosail-NL 2007-2 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

entered into by the Issuer in connection with the issue of the Notes on 27 November 2007 as amended and

restated.

Eurosail-NL 2007-2 B.V.

(the

Issuer )

 

Notice is hereby given with respect to notes of the following classes:

EUR 280,000,000 Class A Mortgage-Backed Floating Rate Notes due October 2040 (ISIN:

US29879JAA34 (144A)/ XS0327216569 (Reg S)) (the

Class A Notes )

 

EUR 22,050,000 Class M Mortgage-Backed Floating Rate Notes due October 2040 (ISIN:

US29879JAF21 (144A)/ XS0330526772 (Reg S)) (the

Class M Notes )

 

EUR 25,200,000 Class B Mortgage-Backed Floating Rate Notes due October 2040 (ISIN:

US29879JAB17 (144A)/ XS0327217880 (Reg S)) (the

Class B Notes )

 

EUR 11,375,000 Class C Mortgage-Backed Floating Rate Notes due October 2040 (ISIN:

US29879JAC99 (144A)/ XS0327218425 (Reg S)) (the

Class C Notes )

 

EUR 11,375,000 Class D1 Mortgage-Backed Floating Rate Notes due October 2040 (ISIN:

US29879JAD72 (144A)/ XS0327219159 (Reg S)) (the

Class D1 Notes )

 

(collectively, the

Notes and each class of Notes, a Class of Notes and together the Classes of

 

Notes

and the holders thereof the Noteholders )

 

Amsterdam, 5 June 2014

and the holders thereof the Noteholders )

 

Amsterdam, 5 June 2014

INVITATION

Stichting Security Trustee Eurosail-NL 2007-2 (the

Security Trustee ) hereby convenes meetings

 

of Class A Noteholders, Class M Noteholders, Class B Noteholders, Class C Noteholders and

Class D1 Noteholders (the

Noteholders Meetings ), to be held on 30 June 2014, 11.00 (CET) at

 

the offices of Allen & Overy LLP, at the address indicated below, during which certain

extraordinary resolutions in relation to the foregoing and as described in a report prepared by the

Security Trustee (the

Security Trustee Report ) may be discussed and will be submitted for

 

adoption.

The agenda of each of the Noteholders Meetings is as follows:

1. Opening;

2. Introduction to extraordinary resolution re frequency of the Put Option Dates;

3. Voting on submitted extraordinary resolutions;

4. Any other business;

5. End of the Noteholders Meeting.

Subject to certain block voting instructions and voting certificates being submitted as set out in

more detail below, Noteholders, their representatives or their proxyholder(s) may attend the

relevant Noteholders Meeting in person and may vote at such Noteholders Meeting in person, at

the following address:

Apollolaan 15

1077 AB Amsterdam

The Netherlands

HSBC Bank plc will act as principal paying agent (

Principal Paying Agent ) in respect of this

 

announcement. HSBC Bank USA, National Association, will act as registrar (

Registrar ), transfer

 

agent (

Transfer Agent ) and U.S. paying agent ( U.S. Paying Agent ) in respect of this

 

announcement. The Principal Paying Agent and the U.S Paying Agent are collectively referred to

as the Paying Agents.

Noteholders also have the opportunity to authorise the Paying Agents to cast their votes, as set

out in more detail below.

Instructions to obtain the Security Trustee Report

Noteholders wishing to obtain the Security Trustee Report are requested to submit such request

in writing to email: nl.euroemf@intertrustgroup.com

Instructions in relation to the Noteholders Meetings

Instructions in relation to attend the meeting in person

A Noteholder, its representatives or its proxyholder(s) wishing to attend the Noteholders Meetings

on 30 June 2014, 11.00 (CET) in person can obtain a voting certificate in respect of such Note

from a Paying Agent by depositing such Note with such Paying Agent or (to the satisfaction of

such Paying Agent) by such Note being held to its order or under its control not less than 48

hours before 30 June 2014, 11.00 (CET). The holder of a voting certificate shall for all purposes

in connection with the Noteholders Meetings be deemed to be the holder of the Notes to which

such voting certificate relates and the Paying Agent with which such Notes have been deposited

or the person holding the same to the order or under the control of such Paying Agent shall be

deemed for such purposes not to be the holder of those Notes.

Instructions in relation to instructing the Paying Agent to vote at the meeting

A Noteholder, its representatives or its proxyholder(s), wishing to vote at but not to attend the

Noteholders Meeting in person can require a Paying Agent to issue a block voting instruction in

respect of such Note by depositing such Note with such Paying Agent or (to the satisfaction of

such Paying Agent) by such Note being held to its order or under its control, in each case not less

than 48 hours before 30 June 2014, 11.00 (CET), instructing such Paying Agent to vote at the

Noteholders Meeting on 30 June 2014, 11.00 (CET) in accordance with the voting instruction

received from such Noteholder as specified therein. The proxies named in any block voting

instruction shall for all purposes in connection with the Noteholders Meeting be deemed to be the

holder of the Notes to which such block voting instruction relates and the Paying Agent with which

such Notes have been deposited or the person holding the same to the order or under the control

of such Paying Agent shall be deemed for such purposes not to be the holder of those Notes.

Representatives and Proxyholders

The holders of Notes may appoint proxies by executing and delivering a form of proxy in the

English language to the specified office of the Registrar or any Transfer Agent not less than 48

hours before 30 June 2014, 11.00 (CET) or, in the case of corporations, may appoint

representatives by resolution of their directors or other governing body.

DTC may mail an omnibus proxy to the Issuer in accordance with and in the form used by DTC

as part of its usual procedures in relation to meetings of Noteholders. Such omnibus proxy shall

assign the voting rights in respect of the relevant meeting to DTC's direct participants as of the

record date specified therein. Any such assignee participant may, by an instrument in writing in

the English language signed by such assignee participant, or, in the case of a corporation,

executed under its common seal or signed on its behalf by an attorney or a duly authorised officer

of the corporation and delivered to the specified office of the Registrar or any Transfer Agent

before ,30 June 2014, 11.00 (CET) appoint any person (a

sub proxy ) to act on his or its behalf in

 

connection with the Noteholders Meeting.

For assistance with procuring attendance at the meeting and/or requesting voting certificates/

submitting voting instructions, please contact any of the Paying Agents:

Principal Paying Agent:

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Fax: +44 (0) 20 7260 8932

Email ctla.corporateactions@hsbc.com

Attention: The Manager, Operations, Securitisation Desk, Corporate Trust and Loan

Agency

U.S. Paying Agent

:

 

HSBC Bank USA, National Association

452 Fifth Avenue

New York

New York 10018-2706

United States

Fax: +1 212 525 1300

Email ctla.ny.rate.fix@us.hsbc.com and US.CTLA.Structured.Unit@us.hsbc.com

Attention: Corporate Trust & Loan Agency

:

 

HSBC Bank USA, National Association

452 Fifth Avenue

New York

New York 10018-2706

United States

Fax: +1 212 525 1300

Email ctla.ny.rate.fix@us.hsbc.com and US.CTLA.Structured.Unit@us.hsbc.com

Attention: Corporate Trust & Loan Agency

Quorum, adoption and implementation of Extraordinary Resolution

Each Note carries one vote.

In accordance with Clause 5 of Schedule 4 of the Trust Deed, in order for a Class of Noteholders

to pass an Extraordinary Resolution during a Meeting of such Class of Noteholders a majority of

at least 75 per cent. of the validly cast votes at such meeting is required at which meeting over 50

per cent. of the Principal Amount Outstanding of the Notes of that Class of Notes are

represented.

If at the Meeting the aforesaid amount of Notes of the relevant Class is not represented, a second

meeting of Noteholders of the Class(es) concerned, as the case may be, shall be held between

13 and 42 clear days thereafter, with due observance of the same formalities for convening the

meeting which governed the convening of the first meeting. In order for a Class of Noteholders to

pass an Extraordinary Resolution during such second meeting a majority of at least 75 per cent.

of the validly cast votes at such second meeting is required at which second meeting over 50 per

cent. of the Principal Amount Outstanding of the Notes of that Class of Notes are represented.

If at the second Meeting the aforesaid amount of Notes of the relevant Class is not represented, a

meeting of Noteholders of the Class(es) concerned, as the case may be, shall be held between

no less than 13 clear days thereafter (but without any maximum number of clear days), with due

observance of the same formalities for convening the meeting which governed the convening of

the second meeting. At such third meeting an Extraordinary Resolution is adopted with no less

than 75% majority of the validly cast votes regardless of the Principal Amount Outstanding of the

Notes of the relevant Class then represented.

After voting in accordance with the procedures set forth in Schedule 4 of the Trust Deed, the

chairman of the Meeting will count the votes which have been validly cast. In the minutes of each

Meeting it will be stated whether or not the Extraordinary Resolution is adopted or not.

This notice constitutes the formal announcement of the Noteholders Meetings. Neither Euroclear

Bank S.A./N.V., Clearstream Banking société anonyme, the Issuer, the Security Trustee or any of

the Paying Agents accept any liability whatsoever for any act or omission to act in relation to the

foregoing.

Amsterdamsch Trustee’s Kantoor B.V.

Managing Director

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Noteholders's Meeting (5 June 2014)
Private Wealth Services