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Achmea B.V. - Tender Offer 2024 (XS) - Launch

Achmea announces intention to issue Tier 2 Notes, including Tender Offer for existing Subordinated Notes - XS118065158

23 APRIL 2024


Full announcement, including restrictions and disclaimers, available via Achema B.V.

Scroll below for information on previous offers related to this Issuer


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"At the same time, Achmea announces its invitation to holders of its € 750 million Fixed to Floating Undated (Perpetual) Subordinated Option B Notes (ISIN: XS1180651587, the "Existing Subordinated Notes”), to offer all of their Existing Subordinated Notes for purchase by Achmea in cash (such invitation, the "Offer"). The Offer is made subject to the terms and conditions set out in the Tender Offer Announcement of 23 April 2024 (the "Tender Offer Memorandum") as prepared by Achmea, and is subject to the offer restrictions as described in the Tender Offer Memorandum.Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set forth below.


Rationale for the Offer


The purpose of the Offer is to provide liquidity for noteholders and to proactively manage the refinancing of the Existing Subordinated Notes in conjunction with the issue of the New Notes. The Offer also offers the noteholders the opportunity to sell their current interests in the Existing Subordinated Notes and to apply for priority in the allocation of the New Notes, as described in more detail in the Tender Offer Memorandum.


Offer Details


A summary of certain of the terms and conditions of the Offer:


  • Description of the Existing Subordinated Notes: € 750 million Fixed to Floating Undated (Perpetual) Subordinated Option B Notes

  • First Call Date: 4 February 2025

  • Current coupon: 4.25 per cent

  • ISIN/Common Code: XS1180651587/118065158

  • Outstanding nominal amount: € 750,000,000

  • Purchase price: 100.00 per cent. of the nominal amount of the Existing Subordinated accepted for purchase

  • Amount subject to the Offer: an aggregate principal amount to be determined by Achmea, which is expected to be at least equal to the aggregate principal amount of the New Notes, subject to the right of Achmea to accept significantly more or significantly less than such amount, and to be announced as soon as reasonably practicable after the pricing of the New Notes.

In addition to the purchase price, Achmea will pay the accrued interest in respect of all Existing Subordinated Notes accepted for purchase on the basis of the Offer.


Transaction terms and allotment of New Notes


Whether Achmea will accept the Existing Subordinated Notes validly offered for purchase in the Offer and complete the Offer is subject to, but not limited to, the successful completion (at Achmea's sole discretion) of the issuance of the New Notes (the "New Issue Condition"). When considering the allocation of the New Notes, Achmea intends to give preference to those noteholders who, prior to such allotment, have validly tendered their Existing Subordinated Notes (or have given a clear indication to Achmea or a dealer manager that they intend to tender) pursuant to the Offer."


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Achmea Bank announces a consent solicitation


16 JUNE 2023


Full announcement available via Achema


"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).


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


- 99.79 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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Achmea Bank announces a consent solicitation


22 MAY 2023


Full announcement available via Achema


to the eligible holders of its outstanding

EUR 500,000,000 0.375 per cent. Covered Bonds due November 2024 XS1722558258 EUR 500,000,000 0.500 per cent. Covered Bonds due February 2026 XS1953778807 EUR 500,000,000 0.010 per cent. Covered Bonds due June 2025 XS2189964773

to consent to the transfer of the Covered Bonds from the Conditional Pass-Through Covered Bond Programme to the Soft Bullet Covered Bond Programme


"Tilburg, 22 May 2023 – Today Achmea Bank has given a notice of meeting for the purpose of soliciting a consent for the transfer of the three covered bonds under its EUR 5 billion conditional pass-through covered bond programme (CPT CB Programme) to its EUR 5 billion soft bullet covered bond programme (SB CB Programme).


Proposed amendments


The proposed amendments will, after implementation, result in replacing the guarantor of the CPT CB Programme with the guarantor of the SB CB Programme and alignment of the final terms and the conditions of the CPT covered bonds with those of the SB CB Programme. The purpose of the consent solicitation is that all (and not part of) outstanding series under the CPT CB Programme will be consolidated, after implementation of the proposed amendments, into the SB CB Programme. Furthermore, the conditional pass-through covered bonds will become ‘soft bullet’ covered bonds and it is proposed that all or part of the assets from the CPT CB Programme will be transferred to the SB CB Programme. Achmea Bank has prepared a consent solicitation memorandum which contains the full terms and conditions of this consent solicitation and which is available to covered bond holders on the website of Kroll Issuers Services: https://deals.is.kroll.com/achmea


Rationale


Achmea Bank has set up its EUR 5 billion SB CB Programme in June 2021 in addition to its existing EUR 5 billion CPT CB Programme, which was established in 2017. Achmea Bank wishes to reduce its operational burden and the operating costs of simultaneously maintaining two separate covered bond programmes, whilst only the SB CB Programme will be used for future issuances. If the consent solicitation is successful, Achmea Bank plans to subsequently terminate the CPT CB Programme."

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