Essent N.V. announces an invitation of offers to sell and solicitation of consents

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR ITALY (SEE FULL OFFER RESTRICTIONS BELOW) 

Essent N.V. (the "Company") today announced an invitation (the "Invitation") to holders of the Company's outstanding €1,000,000,000 4.5 per cent. Notes due 2013 having the benefit of a surety by Essent Nederland B.V. (respectively, the "Noteholders" and "Notes") to offer to sell for cash all or some only of the Notes and to consent to certain proposals subject to the terms and conditions as detailed in the Invitation Memorandum dated 19 October 2006 (the "Invitation Memorandum"). 

Essent N.V. announces an invitation of offers to sell and solicitation of consents

The reasons for the Invitation and Proposals (as defined in the Invitation Memorandum) include, among other things, the Company's intention to reduce its gross indebtedness, taking account of the proceeds it expects to receive from the recently announced sale of Essent Kabelcom B.V. Noteholders are advised to read the Invitation Memorandum for further details of the Invitation and Proposals. 

Invitation Details
Subject to the terms and conditions of the Invitation, eligible Noteholders who validly offer Notes for sale on or prior to the Early Offer Deadline will be eligible to receive the Early Purchase Price, which will be equal to the price determined by reference to the sum of the Early Tender Spread and the 2013 Interpolated Mid-Swap Rate (all as defined in, and subject to the terms and conditions set out in, the Invitation Memorandum). Eligible Noteholders who validly offer Notes for sale after the Early Offer Deadline and on or prior to the Expiration Date will be eligible to receive the Purchase Price which will be equal to the price determined by reference to the sum of the Tender Spread (as defined in the Invitation Memorandum) and the 2013 Interpolated Mid-Swap Rate, subject to the terms and conditions set out in the Invitation Memorandum. Noteholders whose Notes are accepted for purchase by the Company will also receive accrued interest on the Notes to (but excluding) the Settlement Date (as defined in the Invitation Memorandum). 

Noteholders who validly offer their Notes for sale pursuant to the Invitation will be deemed to have voted in favour of certain extraordinary resolutions including (i) making certain amendments to the conditions of the Notes (ii) cancelling of the Surety by Essent Nederland B.V. and (iii) enabling the Company to redeem all of those Notes that are not validly accepted for purchase at 101% (all as more fully described in the Invitation Memorandum). 

The two consecutive meetings of Noteholders at which the Extraordinary Resolutions will be considered, and if thought fit, passed, have been convened via the publication on Thursday 19 October 2006 of a notice of meetings in Het Financieele Dagblad, on the Official Daily List (Officiële Prijscourant) of Euronext Amsterdam, in the Financial Times and through Euroclear and Clearstream, Luxembourg. 

Eligible holders of the Notes are advised to read carefully the Invitation Memorandum for full details of, and information on, the procedures for participating in the Invitation. ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas and Société Générale are acting as Joint Dealer Managers. Deutsche Bank AG, London Branch is acting as Principal Tender and Tabulation Agent. 

Requests for all information in relation to the Invitation should be directed to the Joint Dealer Managers: 

JOINT DEALER MANAGERS 

ABN AMRO Bank N.V.
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 3644
Fax: +44 (0) 20 7678 3597
Email: liability.management@abnamro.com
Attention: Liability Management Group 

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 (0) 20 7773 8575
Fax: +44 (0) 20 7516 8048
Email: eu.lm@barcap.com
Attention: Liability Management Group

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Telephone: +44 (0) 20 7595 8668
Fax: +44 (0) 20 7595 5095
Email: debt.restructuring@bnpparibas.com
Attention: Debt Restructuring Group 

Société Générale
Tour Société Générale
17 cours Valmy
92987 Paris-La Defense Cedex
France
Telephone: +33 (0) 1 42 13 78 36
Fax: +33 (0) 1 42 13 73 43
Email: debt.restructuring@sgcib.com
Attention: Pierre Lebel

Requests for information in relation to the offering to sell procedures should be directed to the Principal Tender and Tabulation Agent:

Deutsche Bank AG, London Branch Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 (0) 20 7547 5000
Fax: +44 (0) 20 7547 5001
Email: xchange.offer@db.com
Attention: TSS - Restructuring Services Group  

DISCLAIMER
This announcement must be read in conjunction with the Invitation Memorandum. This announcement and the Invitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer to sell Notes pursuant to the Invitation. None of the Company, Essent Nederland B.V., the Joint Dealer Managers or the Tender and Tabulation Agents (as defined in the Invitation Memorandum) makes any recommendation as to whether Noteholders should offer to sell Notes pursuant to the Invitation. 

OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Invitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Invitation Memorandum comes are required by the Company and the Joint Dealer Managers to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Invitation Memorandum constitutes a solicitation of an offer to sell Notes in any jurisdiction in which such solicitation or offer is unlawful, and offers to sell will not be accepted from Noteholders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the Invitation to be made by a licensed broker or dealer, any actions in connection with the Invitation shall be deemed to be made on behalf of the Company by the Joint Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. 

United States
The Invitation is not being made, directly or indirectly, to beneficial owners of Notes who are located in the United States or are U.S. persons (within the meaning of Regulation S under the U.S. Securities Act 1933, as amended (the "Securities Act")) and Notes may not be offered for sale by or on behalf of such persons. Accordingly, copies of this announcement, the Invitation Memorandum and any related documents are not being and must not be distributed, forwarded, mailed, transmitted or sent to such persons and such persons receiving this announcement or the Invitation Memorandum must not distribute, forward, mail, transmit or send it or any related documents to such persons. 

Offers to sell made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States, or by any U.S. person, will not be accepted. 

Italy
The Invitation is not being made in the Republic of Italy. The Invitation, this announcement and the Invitation Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are hereby notified that, to the extent such Noteholders are persons resident and/or located in the Republic of Italy, the Invitation is not available to them and they may not submit offers to sell Notes in respect of the Invitation and, as such, any offers to sell received from or on behalf of such Noteholders shall be ineffective and void. Neither this announcement, the Invitation Memorandum nor any other solicitation material relating to the Invitation or the Notes may be distributed or made available in the Republic of Italy. 

The Invitation is not being made, and this announcement and the Invitation Memorandum are not being distributed, to the public in the United Kingdom, France or Belgium. In such jurisdictions, only the following persons may participate in the Invitation and receive this announcement and the Invitation Memorandum (as more fully set out in the Invitation Memorandum): 

United Kingdom (investment professionals and persons within Article 43(2) or otherwise of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 / France (certain qualified investors and providers of portfolio management investment services) / Belgium (institutional investors). 

Published: 19 October 2006