Dmpl Viii B.V

Dmpl Viii B.V

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. 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 U.S. SECURITIES ACT OF 1933, AS AMENDED (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 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 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 under the Securities Act). 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 has been sent to 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 Rabobank International, Achmea Hypotheekbank, Deutsche Bank AG, the Issuer or J.P. Morgan nor any person who controls it 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 Rabobank International, Achmea Hypotheekbank, Deutsche Bank AG, or J.P. Morgan. Dutch Mortgage Portfolio Loans VIII B.V. (incorporated with limited liability in the Netherlands with its statutory seat in Amsterdam, the Netherlands) euro 353,100,000 floating rate Senior Class A1 Mortgage-Backed Notes 2010 due 2047, issue price 100 per cent. euro 846,900,000 floating rate Senior Class A2 Mortgage-Backed Notes 2010 due 2047, issue price 100 per cent. euro 98,700,000 floating rate Mezzanine Class B Mortgage-Backed Notes 2010 due 2047, issue price 100 per cent. euro 13,000,000 floating rate Subordinated Class C Notes 2010 due 2047, issue price 100 per cent. The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves the Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the euro 353,100,000 floating rate Senior Class A1 Mortgage-Backed Notes 2010 due 2047 (the "Senior Class A1 Notes") , the euro 846,900,000 floating rate Senior Class A2 Mortgage- Backed Notes 2010 due 2047 (the "Senior Class A2 Notes" , and together with the Senior Class A1 Notes, the "Senior Class A Notes"), the euro 98,700,000 floating rate Mezzanine Class B Mortgage-Backed Notes 2010 due 2047 (the "Mezzanine Class B Notes") and the euro 13,000,000 floating rate Subordinated Class C Notes 2010 due 2047 (the "Subordinated Class C Notes", and together with the Senior Class A Notes and the Mezzanine Class B Notes, the "Notes"), to be issued by Dutch Mortgage Portfolio Loans VIII B.V. (the "Issuer") to be admitted to the official list and trading on its regulated market. This document constitutes a Prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive") and is issued in compliance with the Prospectus Directive and relevant implementing measures in Ireland for the purpose of giving information with regard to the issue of the Notes. The Notes are expected to be issued and admitted to trading on or about 11 November 2010. The Notes will carry a floating rate of interest, payable quarterly in arrear on each Quarterly Payment Date. The rate of interest for the Notes will be Euribor for three month deposits in euro (or, in respect of the first Floating Rate Interest Period, the rate which represents the linear interpolation of Euribor for two and three month deposits in euro rounded if necessary, to the 5th decimal place with 0.00005, being rounded upwards) plus a margin per annum (the "Relevant Margin"). The Relevant Margin will up to and including the first Optional Redemption Date or in respect of the Subordinated Class C Notes, up to and including the Final Maturity Date, be 0.95 per cent. per annum for the Senior Class A1 Notes, 1.35 per cent. per annum for the Senior Class A2 Notes, 0.50 per cent. per annum for the Mezzanine Class B Notes and 0.50 per cent. per annum for the Subordinated Class C Notes. If on the first Optional Redemption Date the Notes of any Class (other than the Subordinated Class C Notes) have not been redeemed in full, subject to and in accordance with the terms and conditions of the Notes (the "Conditions"), then the Relevant Margin (other than in respect of the Subordinated Class C Notes) will be reset and will be 1.90 per cent. per annum for the Senior Class A1 Notes, 2.70 per cent. per annum for the Senior Class A2 Notes and 1.0 per cent. per annum for the Mezzanine Class B Notes. Where the withholding or deduction of taxes, duties, assessments or charges are required by law in respect of payments of principal and/or interest of the Notes, such withholding or deduction will be made without an obligation of the Issuer to pay any additional amount to the Noteholders. The Notes are scheduled to mature on the Quarterly Payment Date falling in July 2047 (the "Final Maturity Date"). On each Quarterly Payment Date (the first falling in January 2011) the Notes, other than the Subordinated Class C Notes, will be subject to mandatory redemption (in whole or in part) in the circumstances set out in, and subject to and in accordance with the Conditions, through the application of the Notes Redemption Available Amount on such date first towards repayment of the Senior Class A1 Notes and thereafter towards repayment of the Senior Class A2 Notes and thereafter towards repayment of the Mezzanine Class B Notes, subject to certain exceptions. On the Quarterly Payment Date falling in October 2015 and each Quarterly Payment Date thereafter (each an "Optional 2 Redemption Date") the Issuer will have the option to redeem all (but not some only) of the Notes, other than the Subordinated Class C Notes, at their Principal Amount Outstanding, in the circumstances set out in, subject to and in accordance with the Conditions. On each Quarterly Payment Date (the first falling in January 2011) the Subordinated Class C Notes will be subject to mandatory partial redemption in the circumstances set out in, subject to and in accordance with the Condition 6(d) through the application of the amount remaining of the Notes Interest Available Amount after all payments ranking higher in priority in the Interest Priority of Payments have been made in full on such date.

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