Asscher Finance Ltd - Exchange Offer

Tue Mar 4, 2008 11:06am EST

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RNS Number:3606P
Asscher Finance Limited
04 March 2008

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED
STATES

4 March 2008

                           Malachite Funding Limited

               launches Income Note Exchange Offer to holders of

                        Mezzanine Euro Medium Term Notes



Malachite Funding Limited (the "Issuer") announced today that it is inviting all
holders of outstanding mezzanine euro medium term notes issued by Asscher
Finance Limited ("Asscher") under its Euro Medium Term Note Programme (the
"Mezzanine EMTNs") (other than U.S. persons and subject to certain other offer
restrictions set forth in "Offer Restrictions" below) to offer to exchange for
the relevant new income notes (the "Income Notes") to be issued by the Issuer
under its U.S.$5,000,000,000 Income Note Programme (the "Programme") such
Mezzanine EMTNs (the "Exchange Offer"). The Exchange Offer is on the terms and
subject to the conditions set forth in the exchange offer memorandum dated 4
March 2008 (the "Exchange Offer Memorandum"). Application will be made for the
Income Notes to be listed on the Irish Stock Exchange.

The purpose of the Exchange Offer is to respond to current adverse market
conditions by providing holders of Mezzanine EMTNs with the option to switch
their Mezzanine EMTNs for an alternative investment in the Income Notes. The
presence of certain features such as a term repurchase facility is intended to
enable the Issuer to access senior funding more readily than under the senior
debt programmes of Asscher. The portfolio of assets to be held by the Issuer
will be broadly similar to the portfolio currently held by Asscher.

The Issuer and Asscher have entered into an asset sale deed dated 8 February
2008 (the "Asset Sale Deed") pursuant to which Asscher has agreed with the
Issuer the prices at which (i) Asscher may agree to purchase on the Settlement
Date (as set out below) Mezzanine EMTNs and income notes issued by Asscher then
held by the Issuer and (ii) the Issuer may agree to purchase from Asscher
certain investments and/or associated derivatives and/or other derivatives.
Agreement by Asscher to purchase Mezzanine EMTNs and/or income notes issued by
Asscher, or by the Issuer to acquire certain investments and/or associated
derivatives and/or other derivatives, is expected to be concluded by delivery by
each relevant purchaser of a purchase notice (the "Purchase Notice") under the
terms of the Asset Sale Deed. It is expected that each Purchase Notice will be
given by the relevant purchaser soon after the Expiration Date (as set out
below).

The completion of any exchange of Mezzanine EMTNs for Income Notes pursuant to
the Exchange Offer by the Issuer is conditional upon the receipt by the Exchange
Agent, by 11.30 hours (London time) on the Settlement Date, of a notice from the
Dealer Manager that: (i) Asscher has received on or prior to the Settlement Date
a Purchase Notice sent by the Issuer agreeing to acquire from Asscher certain
investments and/or associated derivatives and/or other derivatives; and (ii)
HSBC Bank plc as fiscal agent in respect of the Mezzanine EMTNs has received, on
or prior to the Settlement Date, a valid instruction given by or on behalf of
Asscher to cancel or mark down (as applicable) on the Settlement Date such
Mezzanine EMTNs as are specified in the relevant Purchase Notice (the
"Conditions Precedent to Settlement").

Income Notes will be issued by the Issuer in exchange for Mezzanine EMTNs in an
amount determined by reference to the relevant exchange ratio (the "Exchange
Ratio"). In respect of a particular series of Mezzanine EMTNs, (i) Tier 1 Income
Notes and (ii) Tier 2 Income Notes will be issued by the Issuer under its
Programme, as more particularly set forth in the Exchange Offer Memorandum.

In respect of exchanges of Mezzanine EMTNs for Income Notes denominated in USD,
the Exchange Ratio shall be 0.84000 in respect of (i) above and 0.16000 in
respect of (ii) above. In respect of exchanges of Mezzanine EMTNs for Income
Notes denominated in EUR, GBP or JPY, the Exchange Ratio shall be determined on
or around 20 March 2008 on the basis of a reference swap, as more fully set
forth in the Exchange Offer Memorandum.

Holders of Mezzanine EMTNs denominated in USD, EUR or GBP may only offer to
exchange such Mezzanine EMTNs for Income Notes denominated in the same currency
(being USD, EUR or GBP, as the case may be). Holders of Mezzanine EMTNs
denominated in JPY may offer to exchange such Mezzanine EMTNs for Income Notes
denominated in JPY or for Income Notes denominated in USD. If a holder of
Mezzanine EMTNs denominated in JPY offers to exchange such Mezzanine EMTNs for
Income Notes denominated in JPY, the Income Notes may be issued in an aggregate
principal amount lower than the aggregate principal amount of Mezzanine EMTNs
validly offered for exchange and accepted, as more fully set forth in the
Exchange Offer Memorandum.

On the Settlement Date, there will be no payment to any holder of Mezzanine
EMTNs who has validly offered to exchange such Mezzanine EMTNs pursuant to the
Exchange Offer (such offer having been accepted by the Issuer) of interest on
such Mezzanine EMTNs accrued and unpaid from (and including) the immediately
preceding interest payment date (for each relevant series) up to (but excluding)
the Settlement Date (the "Accrued Interest"). Instead, the Issuer will procure
that, on the first interest payment date of the respective series of Income
Notes into which they are exchanged, there is paid to the holder of such Income
Notes an amount, additional to the first short coupons and additional margins
(as applicable), equivalent to the Accrued Interest on such Mezzanine EMTNs, as
more fully set forth in the Exchange Offer Memorandum.

A holder of Income Notes of a particular series will be entitled to receive
interest at the relevant margin applicable to such series of Income Notes,
payable in arrear on each interest payment date, as more fully set forth in the
Exchange Offer Memorandum. In addition to the margin amounts, a holder of Income
Notes will be entitled to receive the additional margin applicable to such
Income Notes, payable in arrear on each interest payment date, as more fully set
forth in the Exchange Offer Memorandum. The interest payment dates of the Income
Notes shall be 20 February, 20 May, 20 August and 20 November in each year,
commencing on 20 May 2008.

The terms and conditions applicable to the Income Notes shall be the terms and
conditions as set forth under the section entitled "Terms and Conditions of the
Notes" in the base prospectus of the Programme, as supplemented by the relevant
final terms, a form of which is set out in the Exchange Offer Memorandum.

The anticipated transaction timetable is summarised below (all dates and times
are subject to amendment and/or extension by the Issuer, as more fully set forth
in the Exchange Offer Memorandum).
Events                                                                  Dates and Times (CET)
Commencement of the Offer Period                                        15.00 Hours on 4 March 2008
Revocation Deadline                                                     17.00 Hours on 14 March 2008
Expiration Date                                                         17.00 Hours on 17 March 2008
Announcement of the acceptance of the Exchange Offer by the Issuer and  At or around 17.00 hours on 19
the final aggregate principal amount of each series of Mezzanine EMTNs  March 2008
accepted for exchange.
Announcement of the Exchange Ratios and Margins in relation to          At or around 17.00 hours on 20
exchanges of Mezzanine EMTNs for Income Notes denominated in EUR, GBP   March 2008
or JPY, the spot rate used if a holder of Mezzanine EMTNs denominated
in JPY offers such Mezzanine EMTNs for exchange into Income Notes
denominated in USD (such offer having been accepted by the Issuer), and
the final aggregate principal amount of each series of Income Notes to
be issued in exchange for each series of Mezzanine EMTNs offered and
accepted for exchange.
Copies of the final terms in relation to each series of Income Notes to Between 09.00 hours on 25 March
be sent to the holders of Mezzanine EMTNs.                              and 17.00 hours on 26 March 2008
Settlement Date for the Exchange Offer, delivery of Income Notes in     27 March 2008
exchange of Mezzanine EMTNs validly submitted for exchange and
accepted, provided that the Exchange Agent is notified by the Dealer
Manager by 11.30 hours (London time) on the Settlement Date that the
Conditions Precedent to Settlement have been fulfilled.



Requests for the Exchange Offer Memorandum should be directed to the Exchange
Agent and are subject to the provision to the Exchange Agent of certain
representations relating to the offer restrictions applying to the Exchange
Offer, which are in line with those set out below under "Offer Restrictions":

HSBC Bank plc
Attn: Exchange Desk

Tel: +44 207 991 3752

Email: MTNexchange@hsbc.com

Requests for all other information about the Exchange Offer should be directed
to the Dealer Manager:

HSBC Bank plc
Attn: Dealer Manager, David Szmukler

Tel:  +44 207 991 5925

Fax: +44 20 7992 4844

Email: sivdealermanager@hsbc.com

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer
Memorandum. This announcement and the Exchange Offer Memorandum contain and
refer to important information, which should be read carefully before any
decision is made to accept the Exchange Offer. In particular, you should have
regard to the risk factors described under "Risk Factors" in the Exchange Offer
Memorandum and in the base prospectus relating to the Programme. If you are in
any doubt as to the action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or other financial adviser.

The distribution of this announcement in certain jurisdictions, including the
United Kingdom, France, Belgium, Italy and Spain is restricted by the laws of
those jurisdictions. No action has been or will be taken in any jurisdiction in
relation to the Exchange Offer that would permit an offer of securities to the
public in any such jurisdiction (as further described below).

OFFER RESTRICTIONS

Neither this announcement nor the Exchange Offer Memorandum constitutes an
invitation to participate in the Exchange Offer in any jurisdiction in which, or
to or from any person to or from whom, it is unlawful to make such invitation or
offer the Income Notes under applicable securities laws. The distribution of
this document in certain jurisdictions may be restricted by law. Persons into
whose possession this document comes are required by each of Asscher, the
Issuer, the Dealer Manager and the Exchange Agent to inform themselves about,
and to observe, any such restrictions.

General

The Exchange Offer is not being made to, and no offers will be accepted from, or
on behalf of, holders of Mezzanine EMTNs in any jurisdiction in which the making
of the Exchange Offer would not be in compliance with the laws or regulations of
such jurisdictions.

United States

The Exchange Offer is not being made, and will not be made, directly or
indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States of America (the "United
States") or to U.S. persons as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act") (each a "U.S.
person"). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone and the internet. Accordingly, copies of this
announcement, the Exchange Offer Memorandum and any other documents or materials
relating to the Exchange Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted or distributed in or into the United
States or to any U.S. person. Any purported offers to exchange Mezzanine EMTNs
pursuant to the Exchange Offer resulting directly or indirectly from a violation
of these restrictions will be invalid, and offers to exchange made by a resident
of the United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States or any U.S. person will not be accepted.

This announcement not an offer of securities for sale in the United States. The
Income Notes have not been, and will not be, registered under the Securities
Act, or the securities laws of any state or jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the United
States or to or for the account of U.S. persons. The purpose of this
announcement is limited to the Exchange Offer and this announcement may not be
sent or given to a person in the United States. Each holder of Mezzanine EMTNs
participating in this Exchange Offer will represent that it is not located in
the United States and is not a U.S. person and is not giving an order to
participate in the Exchange Offer from the United States or on behalf of a U.S.
person.

United Kingdom

The communication of this announcement is not being made, and this announcement
has not been approved, by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, this announcement is
not being distributed to, and must not be passed on to, persons in the United
Kingdom save in circumstances where section 21(1) of the said Act does not
apply. The communication of this announcement is only being made to those
persons in the United Kingdom falling within the definition of Investment
Professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order")) or to persons who fall
within Article 43 of the Order or any person to whom it may otherwise lawfully
be made by virtue of an exemption to section 21(1) of the said Act or otherwise
in circumstances where it does not apply.

Insofar as the communication in this announcement is made to or directed at
investment professionals in terms of Article 19 of the Order, it is made to or
directed at persons having professional experience in matters relating to
investments, and any investment or investment activity to which it relates is
available only to such persons or will be engaged in only with such persons, and
persons who do not have professional experience in matters relating to
investments should not rely upon it.

France

The Exchange Offer is not being made, directly or indirectly, to the public in
the Republic of France. This announcement, the Exchange Offer Memorandum or any
other offering material relating to the Exchange Offer have not been and shall
not be distributed to the public in the Republic of France and only qualified
investors (investisseurs qualifies), as defined in and in accordance with
Articles L.411-1 and D.411-2 to D.411-3 of the French Code monetaire et
financier, but excluding individuals referred to in Article D.411-1 II 2[o];
acting for their own account are eligible to participate in the Exchange Offer.

Belgium

Neither this announcement nor the Exchange Offer Memorandum has been submitted
for approval to the Belgian Banking, Finance and Insurance Commission and,
accordingly, the Exchange Offer may not be made in Belgium by way of a public
offering, as defined for the purposes of the law of 22 April 2003 on public
offerings of securities and the royal decree of 7 July 1999 on the public nature
of financial transactions, as amended or replaced from time to time. The
Exchange Offer is consequently addressed in Belgium exclusively to, and may only
be participated in by, holders who wish to tender a series of Mezzanine EMTNs
for a consideration equivalent to euro 250,000 or more in respect of the
relevant series of Income Notes, or who are qualifying professional investors
within the meaning of Article 3, 2degrees of the Belgian Royal Decree of 7 July
1999 acting for their own account.

Italy

Neither this announcement nor the Exchange Offer Memorandum has been registered
pursuant to Italian securities legislation. Income Notes may not be offered or
sold in the Republic of Italy except in accordance with all Italian securities,
tax and exchange control and other applicable laws and regulations.

Income Notes may not be offered or sold, and copies of the Exchange Offer
Memorandum or any other document relating to the Income Notes may not be
distributed, in the Republic of Italy except:

(a)          to "Qualified Investors" pursuant to Article 100 of Legislative
Decree No. 58 of 24 February 1998, as amended ("Decree No. 58")  and as defined
under Article 2(i)(e) (i) to (iii) of the Prospectus Directive; or

(b)          in any other circumstances where an express exemption from
compliance with the public offering restrictions applies, as provided under
Decree No. 58 or implementing regulations of Commissione Nazionale per le
Societa e la Borsa.

Any such offer, sale or delivery of the Income Notes or distribution of copies
of the Exchange Offer Memorandum or any other document relating to the Income
Notes in the Republic of Italy must be:

(a)          made by investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in accordance with
Legislative Decree No. 385 of 1 September 1993 as amended, Decree No. 58, CONSOB
Regulation No. 16190 of 29 October 2007, as amended and any other applicable
laws and regulations; and

(b)          in compliance with any other applicable notification requirement or
limitation which may be imposed by CONSOB or the Bank of Italy.

Spain

The Income Notes will not be offered, sold or distributed, nor will any
subsequent resale of Income Notes be carried out in Spain, except in
circumstances which do not constitute a public offer of securities in Spain
within the meaning of the Spanish Securities Market Law (Ley 24/1988, de 28 de
Julio, del Mercado de Valores), as amended and restated, or without complying
with all legal and regulatory requirements under Spanish securities laws.
Neither the Income Notes nor the Exchange Offer Memorandum have been registered
with the Spanish Securities Market Commission (Comision Nacional del Mercado de
Valores) and therefore the Exchange Offer Memorandum is not intended for any
public offer of the Income Notes in Spain.

Ireland

The Income Notes may not lawfully be offered for sale to persons in Ireland
except in circumstances which do not require the publication of a prospectus
pursuant to Article 3 of Prospectus Directive No. 2003/71/EC. The Income Notes
will not, to the extent applicable, be underwritten or placed otherwise than in
conformity with the provisions of the Irish Investment Intermediaries Act 1995
(as amended).

Cayman Islands

No invitation to subscribe for the Income Notes will be made to the public of
the Cayman Islands unless at the time of invitation the relevant Issuer is
listed on the Cayman Islands Stock Exchange.

Japan

The Income Notes have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended (the
"FIEL")) and, accordingly, the Exchange Offer is not being made, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including any
corporation or other entity organised under the laws of Japan) or to others for
re-offering or resale of Income Notes, directly or indirectly, in Japan or to,
or for the benefit of a resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the FIEL and
any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

No Income Notes may be offered or sold in Hong Kong, by means of any document,
other than (a) to persons whose ordinary business is to buy and sell shares or
debentures, whether as principal or agent; or (b) to "professional investors" as
defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made under that Ordinance; or (b) in other circumstances which do not
result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance. This announcement, the Exchange
Offer Memorandum and any advertisement, invitation or document relating to the
Income Notes may not be issued, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the securities laws of
Hong Kong) other than with respect to Income Notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong
Kong and any rules made under that Ordinance.





This announcement has been issued through the Companies Announcement Service of

                           The Irish Stock Exchange.




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