STICHTING HOLLAND HOMES ORANJE II

Transcription

1 STICHTING HOLLAND HOMES ORANJE II with its corporate seat in Amsterdam, the Netherlands (the "Issuer") This report ("Report") is made available by Stichting Security Trustee Holland Homes Oranje II (the "Security Trustee") to the holders of notes (the "Noteholders") of each of the following class(es): euro 577,100,000 Senior Class A Mortgage-Backed Floating Rate Notes 2007 due 2039, issue price 100 per cent. ISIN code XS (the "Class A Notes") euro 2,900,000 Subordinated Class B Mortgage-Backed Floating Rate Notes 2007 due 2039, issue price 100 per cent. ISIN code XS (the "Class B Notes"), (together the "Notes") 1 INTRODUCTION 1.1 Capitalised terms used herein and not otherwise defined shall have the same meanings as in terms and conditions applicable to the Class A Notes (the "Conditions"), a copy of which was set forth in the Prospectus dated 25 July On 25 July 2007, the Issuer entered into a securitisation transaction pursuant to which the Issuer issued the Notes and used the proceeds of the Class A Notes to purchase from DBV Levensverzekeringsmaatschappij N.V. ("DBV") and Credit Suisse certain mortgage receivables (the "Transaction"). 1.3 On 29 December 2006, DBV Finance B.V. has demerged from DBV Levensverzekeringsmaatschappij N.V. Subsequently, on 18 March 2011, DBV Finance B.V. and SNS Bank N.V. ("SNS") merged with SNS as the surviving company and DBV Finance B.V. as the disappearing company. 1.4 The Class A Notes are backed by certain mortgage receivables originated by, inter alia, the legal predecessor of SNS. 1

2 1.5 Fitch Ratings ("Fitch") placed on 'RatingWatchNegative' ("RWN") its credit ratings on classes of notes in several EMEA structured finance transactions, including the Class A Notes, following an update of its criteria for assessing NHG-Backed mortgage backed securities. On 6 th July 2011 Fitch published an EMEA RMBS Criteria Addendum (Netherlands NHG Backed) (the "New Fitch Criteria") and an Estimated Rating Implications of the New Fitch Criteria. 1.6 Further to this criteria update the existing credit enhancement in the Transaction no longer satisfies the New Fitch Criteria for an AAA rating. A downgrade of the current ratings assigned to the Class A Notes to BBB or a similar level is expected if no remedial actions are taken. 1.7 In addition, the Class A Notes may not be eligible collateral for Eurosystem monetary policy and intraday credit operations without a second rating from a rating agency. 2 REQUEST FOR A NOTEHOLDER MEETING 2.1 On 20 th July 2011, the Issuer and the Security Trustee received a presentation from SNS, in which SNS explained its proposal to restructure the Transaction (as set out below). 2.2 On the initiative of SNS, the Security Trustee received a request from the Issuer to convene a meeting for the holders of the Class A Notes (the "Class A Noteholders") (a "Noteholders Meeting") for the Class A Noteholders to consider the proposal of restructuring the Transaction (the Proposal ) in view of the above. Reference is made to the letter (the "Issuer Letter") by the Issuer and the explanatory memorandum attached to the Issuer Letter (the "Issuer Memorandum"), both which are attached in Annex I hereto. 2.3 Pursuant to the relevant provisions of the Trust Deed, any change to the Conditions of the Notes as envisaged by the Proposal can be effected only by an extraordinary resolution ( buitengewoon besluit ) of the Noteholders. The Issuer wishes to submit the Proposal to the Class A Noteholders for their consideration and voting by means of two separate extraordinary resolutions as set forth below (the "Extraordinary Resolution I" and the "Extraordinary Resolution II" respectively and together the "Extraordinary Resolutions"). 2.4 The formal notice to convene the Noteholders Meeting (the "Notice") has been published by the Security Trustee in (inter alia) a daily newspaper with wide circulation in the Netherlands 2

3 and in the Financial Times on or about 17 August 2011 and in the Euronext Daily Official List ("Officiële Prijscourant") of Euronext Amsterdam. 2.5 The Noteholders Meeting will take place at the office of SNS Financial Markets, Nieuwezijds Voorburgwal 162, 1012 SJ in Amsterdam, the Netherlands, on 1 September 2011 at hours CET. 2.6 In case the relevant requirements in respect of the quorum of the Noteholders Meeting for adopting the Proposal are not met, an adjourned meeting is scheduled to take place on 16 September 2011 at the address and at the time mentioned above in paragraph The Royal Bank of Scotland N.V. acts as agent (the "Agent") for the Security Trustee in respect of the Noteholders Meeting. 2.8 Prior to the Noteholders Meeting, at the request of the Issuer, an informative meeting of all classes of Noteholders jointly will be convened by the Security Trustee and held via teleconference on 25 August 2011, at hours CET (the "Informative Meeting"). 2.9 At the Informative Meeting information will be given with respect to the Proposal This Report is the report to be made available by the Security Trustee pursuant to Schedule 1 to the Trust Deed and aims to provide certain information relating to the Proposal, the voting and the quorum requirements in relation to the Noteholder Meeting for each of the Extraordinary Resolutions to be adopted. The information herein is preliminary and may be superseded by any other information subsequently provided by the Security Trustee and/or the Issuer. The Security Trustee, the Issuer or the Director of the Security Trustee and the Issuer are not responsible for the accuracy of the information herein and accept no responsibility whatsoever for the contents of this Report. 3 EXTRAORDINARY RESOLUTIONS AND LISTING PROPOSAL 3.1 At the Noteholders Meeting the Security Trustee wishes to submit the following Extraordinary Resolution I for adoption: EXTRAORDINARY RESOLUTION I (a) The Class A Noteholders instruct the Security Trustee to consent to the following, as proposed to it by the Issuer: 3

4 (i) the mandatory issue of a new Class of "S notes" (the "Class S Notes") to the existing holders of the Class A Notes on a pro rata basis, which new class will be subordinated to the Class A Notes and will be senior to the Class B Notes in respect of payment of principal and interest; (ii) simultaneous with (i), the pro rata reduction of the Principal Amount Outstanding of the existing Class A Notes with an amount equal to the nominal amount of the new Class S Notes, which will not be higher than as required by Fitch as to maintain a AAA rating on the Class A Notes and may not exceed 10% of the current Principal Amount Outstanding of the existing Class A Notes; (iii) the minimum denomination of the Class S Notes will be EUR 100,000; (iv) that the terms and conditions applicable to the new Class S Notes will be equal to the Conditions applicable to the existing Class A Notes, including term, interest and repayment, with the exception that all payments of principal and interest due on the Class A Notes will rank in priority to interest and principal due on the Class S Notes. Payments of principal and interest due on the Class S Notes will rank in priority to interest and principal due on the Class B Notes. The Principal Available Funds and Interest Available Funds will first be applied towards payment of the Class A Notes, then towards payment of the Class S Notes and hereafter towards payment of the Class B Notes. Condition 9 will apply fully to the Class S Notes in the same manner as to the Class B Notes, as will all provisions relating to subordination and limited recourse throughout the Relevant Documents; (v) that the relevant priorities of payments regarding principal and interest and all ancillary and related provisions in the Relevant Documents and the Swap Agreement will be amended accordingly; and (vi) that the Class A Noteholders will decide in the same Noteholder Meeting where this proposal is adopted, by a simple majority vote, whether or not the new Class S Notes will be submitted for admission to trading and listing on Euronext Amsterdam by NYSE Euronext. (b) The Class A Noteholders authorise, direct, request and empower the Issuer and Security Trustee to (i) amend, novate or change any Relevant Document and enter into and execute any agreements and documents in connection with the implementation of this Extraordinary Resolution I (both future and existing) and any further documents, deeds, instruments, agreements, notices, powers of attorney, resolutions, acknowledgements, letter agreements, memoranda, statements and certificates as may be ancillary, 4

5 necessary, required or useful in connection therewith and (ii) do all such acts and things as may be necessary or desirable in connection with the implementation of this Extraordinary Resolution I. (c) The Class A Noteholders waive the obligation of the Security Trustee (to the extent applicable) to obtain a confirmation from Fitch stating that the current ratings assigned to the Notes will not be adversely affected by the actions of the Security Trustee under paragraph (a) and (b) of this Extraordinary Resolution I. (d) The Class A Noteholders waive the obligation of the Security Trustee set forth in Condition 13 to communicate the changes made to the Relevant Documents pursuant to this Extraordinary Resolution I with the Noteholders by means of publication of an announcement in a daily newspaper of wide circulation in the Netherlands, or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such newspaper as the Security Trustee shall approve having a general circulation in Europe and, as long as the Notes are listed on Euronext Amsterdam by NYSE Euronext, also in the Euronext Daily Official List ("Officiële Prijscourant") and acknowledge and consent to the Security Trustee that the Security Trustee, for reasons of efficiency and cost-effectiveness, may, instead of publication of an announcement in a newspaper, communicate with the Noteholders by means an announcement via a Quarterly Information Statement. (e) The Class A Noteholders consent to the Security Trustee and the Issuer implementing this Extraordinary Resolution I in the Relevant Documents within a reasonable period after its adoption. (f) The Class A Noteholders confirm that the Issuer and the Security Trustee and their respective advisers and others may rely on the Extraordinary Resolution I. END OF EXTRAORDINARY RESOLUTION I 3.2 Furthermore, upon adoption of the Extraordinary Resolution I, at the Noteholders Meeting the Security Trustee wishes to submit the following Extraordinary Resolution II for adoption: EXTRAORDINARY RESOLUTION II: (a) The Class A Noteholders instruct the Security Trustee to consent, as proposed to it by the Issuer, to the Issuer undertaking reasonable efforts to obtain a rating for the Class A Notes by a second rating agency, subject to the condition that the Class A Notes will receive the highest credit rating. 5

6 (b) The Class A Noteholders authorise, direct, request and empower the Issuer and Security Trustee to (i) amend, novate or change any Relevant Document and enter into and execute any agreements and documents in connection with the implementation of this Extraordinary Resolution II (both future and existing) and any further documents, deeds, instruments, agreements, notices, powers of attorney, resolutions, acknowledgements, letter agreements, memoranda, statements and certificates as may be ancillary, necessary, required or useful in connection therewith and (ii) do all such acts and things as may be necessary or desirable in connection with the implementation of this Extraordinary Resolution II. (c) The Class A Noteholders waive the obligation of the Security Trustee set forth in Condition 14 to communicate the changes made to the Relevant Documents pursuant to this Extraordinary Resolution II with the Noteholders by means of publication of an announcement in a daily newspaper of wide circulation in the Netherlands, or, if such newspaper shall cease to be published or timely publication therein shall not be practicable, in such newspaper as the Security Trustee shall approve having a general circulation in Europe and, as long as the Notes are listed on Euronext Amsterdam by NYSE Euronext, also in the Euronext Daily Official List ("Officiële Prijscourant") and acknowledge and consent to the Security Trustee that the Security Trustee, for reasons of efficiency and cost-effectiveness, may, instead of publication of an announcement in a newspaper, communicate with the Noteholders by means an announcement via a Quarterly Information Statement. (d) The Class A Noteholders consent to the Security Trustee and the Issuer implementing this Extraordinary Resolution II in the Relevant Documents within a reasonable period after its adoption. (e) The Class A Noteholders confirm that the Issuer and the Security Trustee and their respective advisers and others may rely on this Extraordinary Resolution II. END OF EXTRAORDINARY RESOLUTION II 3.3 The Extraordinary Resolutions will each materially be submitted for adoption as one single resolution in the form as set forth above; the text of each of the Extraordinary Resolutions is subject to change. 3.4 The Security Trustee expresses no opinion on the merits of the Proposal, but has authorised it to be stated that it has no objection to the Proposal being submitted to the Class A Noteholders for their consideration and the passing of both Extraordinary Resolutions. Class A 6

7 Noteholders should take their own advice on the merits and on the consequences of voting in favour of or against the Proposal. The Security Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made in this Report or omissions therefrom. 3.5 Upon adoption of the Extraordinary Resolution I by the Class A Noteholders, the Security Trustee wishes to submit the following proposal for adoption: "The Issuer will undertake reasonable efforts to procure that the new Class S Notes will be admitted to trading and listing on Euronext Amsterdam by NYSE Euronext" (the "Listing Proposal"). If the Listing Proposal is not adopted, the Class S Notes will not be admitted to trading on Euronext Amsterdam by NYSE Euronext. 4 VOTING, QUORUM AND INSTRUCTIONS 4.1 The relevant provisions regarding the notice and attendance of a noteholders meeting, the voting during a Noteholders Meeting and the quorum required in a Noteholders Meeting to adopt an extraordinary resolution are set out in detail in Schedule 1 of the Trust Deed. 4.2 Only the Noteholders of the Class A Notes are requested to vote on the Proposal and the Listing Proposal at the Noteholder Meeting. No Extraordinary Resolution of the Subordinated Class B Noteholders will be required to sanction the changes, as the envisaged changes do not have the effect of accelerating or increasing the maturity of the Senior Class A Notes or any date for payment of interest thereon, increasing the amount of principal or the rate of interest payable in respect of the Senior Class A Notes, because after the implementation of the Extraordinary Resolutions, the Senior Class A Notes and the Class S Notes jointly will have the same maturity, principal, interest, status and terms and conditions vis-à-vis the Class B Notes as is currently the case with the existing Class A Notes vis-à-vis the Class B Notes. 4.3 Each Extraordinary Resolution can only be adopted when (i) at least 75 per cent. of the Principal Amount Outstanding of the Class A Notes is represented and (ii) at least a 75 per cent. majority of the validly cast votes is in favour of the Proposal. 4.4 There will be an adjourned meeting, if at the first meeting the aforesaid amount of the Class A Notes is not represented. At this second meeting there is no minimum representation of the Principal Amount Outstanding of the Class A Notes required, but each Extraordinary Resolution may only be adopted with a majority of at least 75 per cent. of the validly cast votes regardless of the Principal Amount Outstanding of the Class A Notes then represented. 7

8 4.5 Any Extraordinary Resolution duly passed shall be binding on all Noteholders (whether or not they were present at the meeting at which such resolution was passed). 4.6 The Listing Proposal can be adopted by the Class A Noteholders with a simple majority of the validly cast votes in favour of the Listing Proposal, without any minimum representation of the Principal Amount Outstanding of the Class A Notes being required. 4.7 Class A Noteholders, their representatives or their proxyholder(s) wishing to attend the Noteholders Meeting in person and to vote at such 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 hours CET on 30 August Such blocking instruction should contain details of the relevant nominal amount and the ISIN code of the Class A Notes held and all relevant details of the Class A Noteholder (including full contact details). Class A Noteholder representatives or proxyholders wishing to attend the Noteholders Meeting in person must produce at such Noteholders Meeting a valid voting certificate issued by the Agent relating to each such Class A Note(s) in respect of which he or she wishes to vote. As of 2 September 2011 the relevant nominal amount of the Class A Notes, for which a blocking instruction has been submitted, will be unblocked. 5 FURTHER INFORMATION AND CONTACT DETAILS 5.1 Noteholders may at any time during normal business hours on any weekday from the date hereof up to and including the date of the Noteholders Meeting, submit or procure to submit a request to the Agent to obtain a copy of the Trust Deed and the Master Definitions Agreement, which request should contain the details of the relevant nominal amount of each Class of Notes held and the relevant details of the beneficial owner holding such nominal amount of each Class of Notes (including full contact details and the address to which a copy or the copies of the aforementioned documents needs to be sent). 5.2 Contact details of the Security Trustee: Stichting Security Trustee Holland Homes Oranje II Claude Debussylaan MD Amsterdam Tel: securitisation@ant-trust.nl Contact details of the Agent: 8

9 The Royal Bank of Scotland N.V. Tel: Fax: For further information, please refer to 9