Important Notice
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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. NOT FOR DISTRIBUTION TO ANY PERSON THAT IS NOT A QUALIFIED INVESTOR WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE IF YOU ARE NOT A QUALIFIED INVESTOR, DO NOT CONTINUE IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions, including, any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this prospectus or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S). This prospectus is being sent at your request and by accepting the e-mail and accessing this prospectus, you shall be deemed to have represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. (including, but not limited to, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any States of the United States or the District of Columbia and that you consent to delivery of such prospectus by electronic transmission. You are reminded that this prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. This prospectus is obtained by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither DMPL XI B.V., Deutsche Bank AG, London Branch nor Achmea Hypotheekbank N.V. nor any person who controls them nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version available to you on request from DMPL XI B.V., Deutsche Bank AG, London Branch or Achmea Hypotheekbank N.V. Dutch Mortgage Portfolio Loans XI B.V. as Issuer (incorporated with limited liability in the Netherlands) Class A Class B Class C Principal Amount EUR EUR EUR 781,000,000 58,800,000 8,400,000 Issue Price 100 per cent. 100 per cent. 100 per cent. Interest rate until three month First Euribor plus 0.05 per cent. 0.05 per cent. Optional 0.90 per cent. per annum per annum Redemption Date per annum Interest rate after three month First Euribor plus 0.05 per cent. 0.05 per cent. Optional 1.80 per cent. per annum per annum Redemption Date per annum Expected ratings AAA sf / not rated / not rated / (Fitch / Aaa (sf) Baa3 (sf) not rated Moody's) First Optional Notes Notes Notes Redemption Date Payment Date Payment Payment falling in May Date falling in Date falling in 2019 May 2019 May 2019 Final Maturity August 2051 August 2051 August 2051 Date Achmea Hypotheekbank N.V. as Seller Closing Date The Issuer will issue the Notes in the classes set out above on 30 July 2013 (or such later date as may be agreed between the Issuer and Achmea Hypotheekbank) (the "Closing Date'). Underlying The Issuer will make payments on the Notes from, inter alia, payments of principal and interest received from a Assets portfolio comprising mortgage loans originated by the Seller and Avéro Hypotheken B.V., Centraal Beheer Hypotheken B.V., Centraal Beheer Woninghypotheken B.V., FBTO Hypotheken B.V. and Woonfonds Nederland B.V. and Interpolis Schade Hypotheken B.V. and Interpolis BTL Hypotheken B.V. and secured over residential properties located in the Netherlands. Legal title to the resulting Mortgage Receivables will be assigned to the Issuer on the Closing Date and, subject to certain conditions being met, during a period from the Closing Date until but excluding the Final Maturity Date. See Description of Mortgage Loans for more details. Security for the The Noteholders will, together with the other Secured Creditors, benefit from security rights created in favour of Notes the Security Trustee over, inter alia, the Mortgage Receivables and the Issuer Rights (see Security). Denomination The Notes will have a minimum denomination of EUR 100,000. Form The Notes will be in bearer form. The Notes will be represented by Global Notes, without coupons attached. Interests in the Global Notes will only in limited circumstances be exchangeable for Notes in definitive form. Interest The Class A Notes will carry floating rates of interest and the Class B Notes and Class C Notes will carry a fixed 2 50094341 M 9817658 rate of interest, each as set out above, payable quarterly in arrear on each Notes Payment Date. See further Condition 4 (Interest). Redemption Payments of principal on the Notes will be made quarterly in arrear on each Notes Payment Date in the Provisions circumstances set out in, and subject to and in accordance with the Conditions. The Notes will mature on the Final Maturity Date. On the First Optional Redemption Date and each Optional Redemption Date thereafter and in certain other circumstances, the Issuer will have the option to redeem all of the Notes (other than the Class C Notes). See further Condition 6 (Redemption). Subscription and The Class A Manager (or its affiliates) has agreed to purchase at the Closing Date, subject to certain conditions Sale precedent being satisfied, the Class A Notes. Furthermore, the Class B and C Manager has agreed, subject to certain conditions precedent being satisfied, to purchase at the Closing Date the Notes, other than the Class A Notes. Purchase by Achmea B.V. and/or any of its subsidiaries intends to purchase the majority of the Class A Notes and other Achmea Group Classes of Notes as part of the initial issuance of the Notes and/or in the secondary market and will be able to exercise their voting rights in respect of any such Notes. Credit Rating Each of Fitch and Moody's (Fitch together with Moody's, the "Credit Rating Agencies") is established in the Agencies European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of the Credit Rating Agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation. Ratings Ratings will be assigned to the Notes, other than the Class C Notes and (in respect of Fitch only) the Class B Notes, as set out above on or before the Closing Date. The ratings of the Notes, other than the Class C Notes and (in respect of Fitch only) the Class B Notes, addresses the assessment made by Fitch and Moody's of the likelihood of full and timely payment of interest and ultimate payment of principal on or before the Final Maturity Date, but does not provide any certainty nor guarantee. The assignment of ratings to the Notes, other than the Class C Notes and (in respect of Fitch only) the Class B Notes, is not a recommendation to invest in the Notes. Any credit rating assigned to the Notes may be reviewed, revised, suspended or withdrawn at any time. Any such review, revision, suspension or withdrawal could adversely affect the market value of the Notes. Listing Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List (the “Official List”) and trading on its regulated market.