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Van Lanschot Kempen N.V. - Consent Solicitation - News (FitchRatings)

RATING ACTION COMMENTARY- Fitch Withdraws Van Lanschot Kempen's CPT Public Covered Bond Rating

24 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via FitchRatings


"Fitch Ratings - Madrid - 24 Oct 2023: Fitch Ratings has withdrawn Van Lanschot Kempen N.V.'s public conditional pass through (CPT) programme 'AAA' covered bond rating, with a Stable Outlook.


The withdrawal follows the transfer of the outstanding bond as of 23 October to the bank's soft bullet programme, which is not covered by Fitch. Therefore, Fitch will no longer have sufficient information to maintain the rating. Accordingly, the public CPT covered bonds programme will no longer be included in Fitch's surveillance data and quarterly covered bonds publications.


The transfer of the covered bond follows the successful completion of the consent solicitation process launched by Van Lanschot Kempen on 11 September. In addition, following the transfer of the bond the public CPT programme will be terminated.

The consent solicitation was not related to the existing retained CPT programme, which Fitch will continue to rate."


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To the eligible holders of its outstanding EUR 500,000,000 0.875 per cent. Covered Bonds due February 2027 (the "Covered Bonds") - Notice of Results of Meeting - ISIN: XS1565570212

06 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Van Lanshot Kempen


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"1. RESULTS OF MEETING


The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Covered Bondholders that the Programme Resolution in relation to the Proposed Amendments was:


duly passed


in accordance with the required quorum and majority, the Eligibility Condition was satisfied in relation thereto and the Consent Solicitation has not been terminated and, accordingly, the Proposed Amendments are expected to be implemented within one (1) month from the day of the Meeting (or such later date as determined by the Issuer).


58.10 per cent. of the Principal Amount Outstanding was represented at the meeting.


95.87 per cent. of total votes validly cast were in favour of the Programme Resolution.


100 per cent. of total votes were cast by Eligible Covered Bondholders. "


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To the eligible holders of its outstanding EUR 500,000,000 0.875 per cent. Covered Bonds due February 2027 (the "Covered Bonds") - ISIN: XS1565570212

11 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext or Van Lanshot Kempen



"The Issuer has today given a Notice of Meeting in respect of the Covered Bonds for the purpose of soliciting a consent to the transfer of the Covered Bonds from the EUR 5,000,000,000 conditional pass-through covered bond programme of the Issuer (the "Conditional Pass-Through Covered Bond Programme") to the EUR 5,000,000,000 soft bullet covered bond programme of the Issuer (the "Soft Bullet Covered Bond Programme") by replacing the CBC as Guarantor with Van Lanschot Kempen SB Covered Bond Company B.V. (the "Soft Bullet CBC") as guarantor and to modify and/or replace the Final Terms and the Conditions of the Covered Bonds (as set out in the Trust Deed and completed by the Final Terms) with the final terms and terms and conditions of the Soft Bullet Covered Bond Programme to provide that, instead of being "conditional pass-through" Covered Bonds, the Covered Bonds will instead become "soft bullet" Covered Bonds..."

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1. NOTICE OF MEETING IN RESPECT OF THE COVERED BONDS


The Notice convening the Meeting and, in the event the Meeting is required to be adjourned, the adjourned Meeting, to be held at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands on 6 October 2023, or 20 October 2023 in the event of an adjourned Meeting, is given to Covered Bondholders in accordance with the Conditions on the date of the Consent Solicitation Memorandum. The form of the Notice is also set out in Schedule 1 (Form of Notice of Meeting) to the Consent Solicitation Memorandum. To view the Notice, please paste the following URL into the address bar of your browser: via https://deals.is.kroll.com/vanlanschotkempen. The Meeting and, if applicable, any adjourned Meeting, will commence at 10:00 a.m. (Central European Time). At the Meeting, or, if applicable, the adjourned Meeting, Covered Bondholders will be invited to consider and, if thought fit, vote in favour of the Programme Resolution, all as more fully described in the Notice.


2. RATIONALE


Van Lanschot Kempen N.V. as Issuer set up its EUR 5,000,000,000 Soft Bullet Covered Bond Programme in March 2022 in addition to the existing EUR 5,000,000,000 Conditional Pass-Through Covered Bond Programme. The Issuer wishes to reduce its operational burden and the operating costs of simultaneously maintaining two separate covered bond programmes, whilst only the Soft Bullet Covered Bond Programme will be used for future issuances.


3. PROPOSED AMENDMENTS


The purpose of the Consent Solicitation is to obtain consent to replace the CBC as Guarantor with the Soft Bullet CBC as guarantor and the Guarantee with a guarantee of the Soft Bullet CBC and to modify and/or replace the Final Terms and the Conditions of the Covered Bonds (as set out in the Trust Deed and completed by the Final Terms) with the global covered bonds, the final terms and terms and conditions of the Soft Bullet Covered Bond Programme to provide that, instead of being "conditional pass-through" Covered Bonds, the Covered Bonds will instead become "soft bullet" Covered Bonds, as further described in the Consent Solicitation Memorandum.


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