Obligation Achmia 4% ( XS0239427551 ) en EUR

Société émettrice Achmia
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS0239427551 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance 27/12/2024 - Obligation échue



Prospectus brochure de l'obligation Achmea XS0239427551 en EUR 4%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Achmea est un groupe d'assurance néerlandais offrant une large gamme de produits d'assurance et de services financiers en Europe.

L'Obligation émise par Achmia ( Pays-bas ) , en EUR, avec le code ISIN XS0239427551, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/12/2024







PROSPECTUS DATED 7 August 2007






ACHMEA HYPOTHEEKBANK N.V.
(Incorporated in the Netherlands with its statutory seat in The Hague)
10,000,000,000
Secured Debt Issuance Programme
This Prospectus has been approved by the Netherlands Authority for the Financial
Markets (Autoriteit Financiële Markten, the 'AFM'), which is the Netherlands
competent authority for the purposes of Directive 2003/71/EC (the 'Prospectus
Directive') and relevant implementing measures in the Netherlands, as a base
prospectus issued in compliance with the Prospectus Directive and relevant
implementing measures in the Netherlands for the purposes of giving information
with regard to the issue by Achmea Hypotheekbank N.V. (the 'Issuer' or the 'Bank') of
notes (the 'Notes') on a secured basis (as described under 'Description of the Security
Arrangements' herein) and denominated in any currency agreed between the Issuer
and the relevant Dealer (as defined below) under this euro 10,000,000,000 Secured
Debt Issuance Programme (the 'Programme') during the period of twelve months after
the date hereof.
Subject as set out herein, the Notes will not be subject to any maximum maturity but
will have a minimum maturity of one month and the maximum aggregate nominal
amount of all Notes from time to time outstanding will not exceed euro
10,000,000,000 (or its equivalent in other currencies calculated as described herein).
The Notes will be issued on a continuing basis to one or more of the Dealers specified
herein and any additional dealer appointed under the Programme from time to time,
which appointment may be for a specific issue or on an ongoing basis (each a 'Dealer'
and together the 'Dealers'). The Dealer or Dealers with whom the Issuer agrees or
proposes to agree on the issue of any Notes is or are referred to as the 'relevant Dealer'
in respect of those Notes.
The Notes of each Tranche (as defined herein) will (unless otherwise specified in the
applicable Final Terms) initially be represented by a global Note which will be
deposited on the issue date thereof either (i) with a common depositary or a common
safekeeper, as the case may be, on behalf of Euroclear Bank S.A./N.V., as operator of
the Euroclear System ('Euroclear') and Clearstream Banking, société anonyme
('Clearstream, Luxembourg') and/or any other agreed clearing system or (ii) with
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ('Euroclear
Netherlands'). See 'Form of the Notes' herein.
Notes issued under the Programme during the period of twelve months from the date
of this Prospectus may be listed on Euronext Amsterdam N.V.'s Eurolist by Euronext
('Eurolist by Euronext Amsterdam'), the Luxembourg Stock Exchange or any other


stock exchange specified in the applicable Final Terms or may be unlisted. The AFM
has been requested to provide the Luxembourg Commission de Surveillance du
Secteur Financier (the 'CSSF') (in its capacity as the competent authority for the
purposes of the Prospectus Directive) with a certificate of approval attesting that the
Prospectus has been drawn up in accordance with the Prospectus Directive.
The Issuer may agree with any Dealer that Notes may be issued in a form not
contemplated by the Terms and Conditions of the Notes herein, in which case a
supplementary Prospectus, if appropriate, will be made available which will describe
the effect of the agreement reached in relation to such Notes.
The Notes will not be obligations of any member of the Achmea Group (as described
below) other than the Issuer. No liability whatsoever in respect of any failure by the
Issuer to pay any amount due under the Notes will be accepted by any other member
of the Achmea Group. No other member of the Achmea Group will be under any
obligation whatsoever to provide funds to the Issuer.
Arranger
ABN AMRO
Dealers
ABN AMRO
BNP PARIBAS
Citigroup
Credit Suisse
Deutsche Bank
ING Wholesale Banking
Millennium Investment Banking
Rabobank International
Société Générale Corporate & Investment Banking
WestLB AG
This Prospectus is issued in replacement of a prospectus dated 23 November, 2005
and accordingly supersedes that earlier prospectus.

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TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE
NOTES...........................................................................................................................4
RISK FACTORS ...........................................................................................................9
STABILISATION........................................................................................................22
DOCUMENTS INCORPORATED BY REFERENCE ..............................................23
FORM OF THE NOTES .............................................................................................25
FORM OF FINAL TERMS.........................................................................................29
TERMS AND CONDITIONS OF THE NOTES ........................................................44
USE OF PROCEEDS ..................................................................................................72
EUREKO B.V. AND EUREKO GROUP ...................................................................73
Profile...........................................................................................................................73
General operations of the Eureko Group .....................................................................74
Dutch operations of the Eureko Group ........................................................................74
Incorporation and history.............................................................................................75
Supervision ..................................................................................................................76
Recent developments ...................................................................................................76
Outlook and trends.......................................................................................................76
Key figures...................................................................................................................77
ACHMEA HYPOTHEEKBANK N.V. .......................................................................78
General Information.....................................................................................................78
Incorporation................................................................................................................78
Object and Purpose ......................................................................................................78
Management.................................................................................................................78
Capitalisation and Indebtedness...................................................................................82
Key figures...................................................................................................................83
Profile...........................................................................................................................84
Operations....................................................................................................................85
Supervision by the Dutch Central Bank.......................................................................87
Interest rate mismatch ..................................................................................................87
Acquisitions and disposals...........................................................................................87
Material contracts.........................................................................................................88
Competitive position....................................................................................................88
Recent developments ...................................................................................................88
Auditor's Report...........................................................................................................89
DESCRIPTION OF THE SECURITY ARRANGEMENTS ......................................91
UNOFFICIAL TRANSLATION OF TRUST AGREEMENT ...................................97
DUTCH TAXATION ................................................................................................116
SUBSCRIPTION AND SALE ..................................................................................120
GENERAL INFORMATION....................................................................................124


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SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF
THE NOTES
This summary must be read as an introduction to this Prospectus and any decision to
invest in the Notes should be based on a consideration of the Prospectus as a whole,
including the documents incorporated by reference. No civil liability attaches to the
Issuer solely on the basis of the summary, including any translation thereof, unless it
is misleading, inaccurate or inconsistent when read together with the other parts of
this Prospectus. Where a claim relating to the information contained in this Prospectus
is brought before a court in a Member State of the European Economic Area, the
plaintiff may, under the national legislation of the Member State of the European
Economic Area where the claim is brought, be required to bear the costs of translating
the Prospectus before the legal proceedings are initiated.
The following summary does not purport to be complete and is taken from, and is
qualified by, the remainder of this Prospectus and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Final Terms. Words and
expressions defined under 'Form of the Notes' and 'Terms and Conditions of the
Notes' below shall have the same meanings in this summary.
This Prospectus uses a number of conventions which investors should consider when
reading the information contained herewith. See 'Important Information'.
Issuer:
Achmea Hypotheekbank N.V.
Description: Secured
Debt Issuance Programme
Arranger:
ABN AMRO Bank N.V.
Dealers:
ABN AMRO Bank N.V.
Banco Millennium BCP Investimento, S.A.
BNP PARIBAS
Citigroup Global Markets Limited
Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A. (Rabobank International)
Credit Suisse Securities (Europe) Limited
Deutsche Bank AG, London Branch
ING Bank N.V.
Société Générale
WestLB AG
and any other Dealers appointed in accordance with
the Programme Agreement.
Certain Restrictions
Each issue of Notes denominated in a currency in
respect of which, or offered in a jurisdiction where,
particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time (see 'Subscription and
Sale' below).

4


Issuing and Principal

Paying Agent:
ABN AMRO Bank N.V.
Size:
Up to EUR 10,000,000,000 (or its equivalent in other
currencies calculated as described herein) outstanding
at any time. The Issuer may increase the amount of
the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis. The method of distribution of each
Tranche will be stated in the applicable Final Terms.
Currencies:
Subject to any applicable legal or regulatory
restrictions, such currencies as may be agreed
between the Issuer and the relevant Dealer, including,
without limitation, Australian dollars, Canadian
dollars, Danish kroner, euro, Hong Kong dollars, New
Zealand dollars, Sterling, Swedish kronor, Swiss
francs, U.S. dollars and Japanese yen.
Redenomination:
The applicable Final Terms may provide that certain
Notes may be redenominated in euro. The relevant
provisions applicable to any such redenomination are
contained in Condition 4.
Maturities: Any
maturity,
subject
to applicable laws, regulations
and restrictions and subject to a minimum maturity of
one month.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid
basis and at an issue price which is at par or at a
discount to, or premium over, par.
Form of Notes:
Each Tranche of Notes will (unless otherwise
specified in the applicable Final Terms) initially be
represented by a bearer global Note which will be
deposited on the relevant Issue Date either (i) with a
common depositary or a common safekeeper, as the
case may be, for Euroclear and Clearstream,
Luxembourg and/or any other agreed clearing system
or (ii) with Euroclear Netherlands. The bearer global
Note will be exchangeable as described therein for
either a bearer permanent global Note or bearer
definitive Notes upon certain conditions including, in
the case of a temporary global Note where the issue is
subject to TEFRA D selling restrictions, upon
certification of non- U.S. beneficial ownership as
required by U.S. Treasury regulations. Any interest in
a global Note will be transferable only in accordance
with the rules and procedures for the time being of

5


either (i) Euroclear, Clearstream, Luxembourg and/or
any other agreed clearing system or (ii) Euroclear
Netherlands, as appropriate. Definitive Notes to be
held in Euroclear Netherlands will be in either K-form
or CF-form as described under 'Form of the Notes'
below.
Fixed Rate Notes:
Fixed interest will be payable on the date or dates
specified in the applicable Final Terms and on
redemption, and will be calculated on the basis of
such Day Count Fraction as may be agreed between
the Issuer and the relevant Dealer (as indicated in the
applicable Final Terms).
Floating Rate Notes:
Floating Rate Notes will bear interest either at a rate
determined on the same basis as the floating rate
under a notional interest-rate swap transaction in the
relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions
(as published by the International Swaps and
Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series) or on the basis of a
reference rate appearing on the agreed screen page of
a commercial quotation service or on such other basis
as may be agreed between the Issuer and the relevant
Dealer (as indicated in the applicable Final Terms).

The Margin (if any) relating to such floating rate will
be specified in the applicable Final Terms.
Floating Rate Notes may also have a maximum
interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each
Interest Period, as selected prior to issue by the Issuer
and the relevant Dealer, will be payable on the
Interest Payment Dates specified in, or determined
pursuant to, the applicable Final Terms and will be
calculated on the basis of the Day Count Fraction so
specified.
Interest Period(s) or Interest
Payment Date(s) for
Floating Rate Notes:
Such period(s) or date(s) as may be specified in the
applicable Final Terms.
Dual Currency Notes:
Payments (whether in respect of principal or interest
and whether at maturity or otherwise) in respect of
Dual Currency Notes will be made in such currencies,
and based on such rates of exchange, as may be
specified in the applicable Final Terms.

6


Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a
discount to their nominal amount or at par and will
not bear interest other than in the case of late
payment.
Index Linked Notes:
The Programme does not contain any provisions
permitting the issuance of Index Linked Notes.
Redemption:
The applicable Final Terms will indicate either that
the relevant Notes cannot be redeemed prior to their
stated maturity (other than in specified instalments
(see below), if applicable, or for taxation reasons or
following an Event of Default) or that such Notes will
be redeemable at the option of the Issuer and/or the
Noteholders upon giving not less than 15 nor more
than 30 days' irrevocable notice (or such other notice
period (if any) as is indicated in the applicable Final
Terms) to the Noteholders or the Issuer, as the case
may be, on a date or dates specified prior to such
stated maturity and at a price or prices and on such
terms as are indicated in the applicable Final Terms.

The applicable Final Terms may provide that Notes
may be repayable in two or more instalments in such
amounts and on such dates as indicated in it.
Denomination of Notes:
Notes will be issued in such denominations as may be
specified in the applicable Final Terms save that the
minimum denomination of each Note will be such as
may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws
or regulations applicable to the relevant Specified
Currency.
Taxation:
Payments in respect of the Notes will, as specified in
the applicable Final Terms, be made either subject to
withholding of applicable Dutch taxes (if any) or
without withholding or deduction for or on account of
taxes levied in The Netherlands, subject to certain
exceptions as provided in Condition 8. If the
applicable Final Terms provides that payments are to
be made subject to withholding of applicable Dutch
taxes (if any), it will also specify that Condition 7(b)
will not apply to the Notes.
Negative Pledge:
The Notes will have the benefit of a negative pledge.
See Condition 2.
Cross Default:
The Notes will have the benefit of a cross default. See
Condition 10(iii).

7


Status of the Notes:
The Notes will constitute secured and unsubordinated
obligations of the Issuer as described in Condition 2
and will rank pari passu without any preference
among themselves and with all other present and
future secured and unsubordinated obligations of the
Issuer save for those preferred by mandatory
provisions of law. The Notes will constitute
countersigned instruments under the Trust Agreement.
Security:
The Notes will be issued on a secured basis as
described in Condition 3. See also 'Description of the
Security Arrangements' and 'Trust Agreement' for a
detailed analysis of the rights and obligations of the
Noteholders in relation to the security.
Listing: Application
has
been
made for Notes to be issued
under the Programme to be listed on Eurolist by
Euronext Amsterdam and the Luxembourg Stock
Exchange. The Notes may also be listed on such other
or further stock exchange or stock exchanges as may
be agreed between the Issuer and the relevant Dealer
in relation to each issue. Unlisted Notes may also be
issued. The applicable Final Terms will state whether
or not the Notes are to be listed and, if so, on which
stock exchanges.
Governing Law:
The Notes will be governed by, and construed in
accordance with, the laws of The Netherlands.
Risk Factors:
There are certain factors that may affect the Issuer's
ability to fulfil its obligations under Notes issued
under the Programme. These are set out under 'Risk
Factors' below and include the fact that the Issuer's
results can be adversely affected by (i) competition,
(ii) general market conditions, (iii) regulatory changes
and (iv) standard mortgage-banking risks including
interest rate volatility, counterparty risk and
operational risk. In addition, there are certain factors
which are material for the purpose of assessing the
market risks associated with Notes issued under the
Programme - see 'Risk Factors' below.
Selling Restrictions:
There are selling restrictions in relation to the United
States, the European Economic Area, the United
Kingdom and Japan, and such other restrictions as
may be required in connection with the offering and
sale of a particular Tranche of Notes. See
'Subscription and Sale' below.


8


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its
obligations under Notes issued under the Programme. Most of these factors are
contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. In addition,
factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The order in which the risk factors and uncertainties are presented is not intended to
be an indication of their probability of occurrence or the magnitude of their potential
effect if they should materialise. Additional risks and uncertainties not presently
known to the Issuer or that it currently deems immaterial may also have a material
adverse effect on its business, results of operations or financial condition and could
negatively affect the value of the Notes.
The Issuer believes that the factors described below represent the principal risks
inherent in investing in Notes issued under the Programme, but the inability of the
Issuer to pay interest, principal or other amounts on or in connection with any Notes
may occur for other reasons. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus and reach their own views prior to
making any investment decision.
Before making an investment decision with respect to any Notes, prospective
investors should consult their own stockbroker, bank manager, lawyer, accountant or
other financial, legal and tax advisers and carefully review the risks entailed by an
investment in the Notes and consider such an investment decision in the light of the
prospective investor's personal circumstances.

RISK FACTORS REGARDING THE ISSUER
The Issuer faces substantial competitive pressures which could adversely affect
the Issuer's results of operations
There is substantial competition in The Netherlands for the issue of mortgage loans to
private individuals and the other products and services that the Issuer provides.
Competition in the financial services industry is furthered by the high level of
consolidation in The Netherlands in the markets where the Issuer operates.
Consolidation may create additional or stronger competitors and may intensify
competition. The Issuer faces competition from companies such as SNS Bank N.V.
and other financial institutions. If the Issuer is unable to offer competing attractive
products and service that are profitable or is unable to innovate and provide new and
competitively priced products and services to remain competitive, the Issuer may lose
market share or incur losses on some or all of its activities. Consumer demand,
technological changes, regulatory actions and other factors also affect competition.
Competitive pressures could result in increased pricing pressures, particularly as
competitors seek to win market share, and may harm the Issuer's ability to maintain or
increase profitability.


9


Market conditions can adversely affect the results of the Issuer
The Issuer's business segment is affected by market conditions, which can cause
results to fluctuate from year to year as well as on a long-term basis. These market
conditions include, without limitation, fluctuations in interest rates, monetary policy,
consumer and business spending and demographics.
Mortgage loans constitute a significant portion of the Issuer's total loan portfolio. As
per 30 June 2006, mortgage loans accounted for 94 per cent1. of the Issuer's assets. A
significant downturn in the economy, especially if combined with a drop in property
values and increased interest rates, could lead to a decrease in mortgage loans,
increased default rates on these loans and may even have an adverse effect on the
Bank's financial condition and/or results of operations.
Volatility in interest rates may negatively affect the Issuer's financial position or
result from operations from its banking business
The results of the mortgage-banking operations of the Issuer are affected by its
management of interest rates sensitivity. The composition of the Issuer's assets and
liabilities, and any gap position resulting from that composition, causes the mortgage-
banking operations' net interest income to vary with changes in interest rates. There
can be no assurance that the Issuer will be able to successfully manage interest rate
spreads or the potential negative impact of risks associated with sustained low interest
rate changes. A mismatch of interest-earning assets and interest bearing liabilities in
any given period may, in the event of changes in interest rates, have a material effect
on the financial position or result from operations of the mortgage-banking business
of the Issuer.
While the Issuer manages its operational risks, these risks remain an inherent
part of all of the Issuer's businesses
The operational risks that the Issuer faces include the possibility of inadequate or
failed internal or external processes or systems, human error, regulatory breaches,
employee misconduct or external events such as fraud and changes in the regulatory
framework. These events may result in financial loss and may harm the Issuer's
reputation. Additionally, the loss of key personnel or inability to attract and retain
staff could adversely affect the Issuer's operations and results.
The Issuer attempts to keep operational risks at appropriate levels by maintaining a
well controlled environment in light of the characteristics of its business, the markets
and the regulatory environments in which it operates. While these control measures
mitigate operational risks they may not be fully effective and cannot eliminate them
completely.
The Issuer has counterparty risk exposure
The Issuer is subject to general credit risks, including credit risk of borrowers. Third
parties that owe the Issuer money, securities or other assets may not pay or perform
under their obligations. These parties include borrowers under loans granted, trading
counterparties, counterparties under swaps and credit and other derivative contracts,
agents and other financial intermediaries. These parties may default on their

1 unaudited

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Document Outline