1 50099894 M 14856565 Important Notice
Total Page:16
File Type:pdf, Size:1020Kb
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 DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 3 NOVEMBER 2003, AS AMENDED BY THE DIRECTIVE 2010/73/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 24 NOVEMBER 2010, AS THE SAME MAY BE FURTHER AMENDED 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 NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), 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 INTO THE UNITED STATES OR TO ANY U.S. PERSON. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. 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 be outside the United States and must not be a U.S. person (within the meaning of Regulation S under the Securities Act). If this prospectus is being sent at your request, by accepting the e-mail and accessing this prospectus, you shall be deemed to have represented to us that you are outside the United States and 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 United States (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 Dutch Residential Mortgage Portfolio I B.V., ABN AMRO Bank N.V., HSBC Bank plc, The Royal Bank of Scotland plc nor Achmea Bank 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 Dutch Residential Mortgage Portfolio I B.V., Achmea Bank N.V., ABN AMRO Bank N.V., HSBC Bank plc or The Royal Bank of Scotland plc. 1 50099894 M 14856565 PROSPECTUS DATED 26 May 2015 Dutch Residential Mortgage Portfolio I B.V. as Issuer (incorporated with limited liability in the Netherlands) Class A1 Class A2 Class A3 Class B Class C Principal Amount EUR 161,500,000 EUR 505,100,000 EUR 183,400,000 EUR 115,900,000 EUR 16,600,000 Issue Price 100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent. Interest rate up to (but Euribor for three Euribor for three 0.685 per cent. per 0.05 per cent. per 0.05 per cent. per excluding) the months deposit months deposit annum annum. annum First plus 0.20 per cent. plus 0.27 per cent. Optional per annum with a per annum with a Redemption Date floor of zero per floor of zero per cent. cent. Interest rate from (and Euribor for three Euribor for three Euribor for three 0.05 per cent. per 0.05 per cent. per including) First months deposit up months deposit up months deposit up annum annum Optional to the Euribor to the Euribor to the Euribor Redemption Date Agreed Rate plus Agreed Rate plus Agreed Rate plus 0.20 per cent. per 0.27 per cent. per 0.39 per cent. per annum with a floor annum with a floor annum with a floor of zero per cent. of zero per cent. of zero per cent. Euribor Agreed Rate 5 per cent. per 5 per cent. per 5 per cent. per n/a n/a annum annum annum Class A Step-up Margin 0.20 per cent. per 0.27 per cent. per 0.39 per cent. per n/a n/a annum annum annum Class A Excess a consideration equal to the sum of: n/a n/a Consideration from the (i) the Class A Step-up Consideration, which is a consideration First Optional equal to, in respect of each sub Class of the Class A Notes, the Redemption Date relevant Principal Amount Outstanding of such sub Class of the Class A Notes multiplied by the relevant Class A Step-up Margin; and (ii) the Class A Euribor Excess Consideration, which is a consideration equal to, in respect of each sub Class of the Class A Notes, the relevant Principal Amount Outstanding of such sub Class of the Class A Notes multiplied by Euribor for three months deposit for the relevant Interest Period to the extent Euribor exceeds the 5 per cent. per annum (Euribor Agreed Rate) Class A Additional on a pro rata and pari passu basis within each sub Class of the n/a n/a Amount from the First Class A Notes, an amount equal to the Available Revenue Optional Redemption Funds less any amount drawn under or released from the Date Reserve Account pursuant to item (vi) of the Available Revenue Funds, remaining after the amounts payable under the items (a) up to and including (h) of the Revenue Priority of Payments have been fully satisfied 2 50099894 M 14856565 Expected ratings AAAsf'/Aaa(sf) AAAsf'/Aaa(sf) AAAsf'/Aaa(sf) n/a n/a (Fitch / Moody's) First Optional Notes Payment Notes Payment Notes Payment Notes Payment Notes Payment Redemption Date Date falling in April Date falling in April Date falling in April Date falling in April Date falling in April 2020 2020 2020 2020 2020 Final Maturity Date July 2047 July 2047 July 2047 July 2047 July 2047 Achmea Bank as Seller Closing Date The Issuer will issue the Notes in the classes set out above on 28 May 2015 (or such later date as may be agreed between the Issuer and Achmea Bank) (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 (including its legal predecessors) 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 section 6.2 (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 section 4.7 (Security)). Denomination The Notes will have a minimum denomination of EUR 100,000. Form The Notes will be represented by Global Notes in bearer form, without coupons attached. Interests in the Global Notes will only in exceptional circumstances be exchangeable for Notes in definitive form in accordance with the Wge. Interest The Class A1 Notes and the Class A2 Notes will carry floating rates of interest.