Essent N.V.'s tender offer and consent solicitation passes voting thresholds
Arnhem, the Netherlands, 31 October 2006 - With respect to the tender offer and consent solicitation ("the Invitation") launched on 19 October 2006, Essent N.V. (the "Company") announces that it has received consents from around 85% of noteholders. This acceptance level is sufficient to meet the required quorum and voting thresholds and implement the proposed amendments to its EUR 1bn 4.5% notes due 2013 (ISIN XS0170641426) (the Notes") including (i) making certain amendments to the conditions of the Notes, (ii) cancelling 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% ( the "Proposals"), all as more fully described in the Invitation Memorandum.
Essent N.V.'s tender offer and consent solicitation passes voting thresholds
The early offer deadline expired on 30 October 2006. Approval for the Proposals will be sought by way of extraordinary resolutions to be considered and, if thought fit, passed at two consecutive bondholder meetings to be held on 10 November 2006. The expiration deadline of the Invitation is 10am UKT on 8 November 2006. Noteholders who tender after the early offer deadline and by the expiration deadline will be eligible to receive a purchase price determined by reference to a 2013 interpolated mid-swap rate +13bps. Pricing is expected to be at or around 2pm GMT on 10 November 2006 and the expected settlement is 15 November 2006.
The Invitation is detailed in an Invitation Memorandum. Noteholders may obtain copies of it from the Principal Tender and Tabulation Agent, Deutsche Bank AG at +44 207 547 5000 or xchange.offer@db.com.
Joint Dealer Managers are ABN AMRO (+44 207 678 3644), Barclays Capital (+44 207 773 8575), BNP Paribas (+44 207 595 8668) and Société Générale (+33 1 42 13 78 36).
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, the Joint Dealer Managers or the Tender and Tabulation Agent (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 procedure 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: 31 October 2006