Obligation Achmea 2.5% ( XS2056491660 ) en EUR

Achmea

85.8 % ▲

Pays-bas

XS2056491660 ( en EUR )

2.5% par an ( paiement annuel )

23/09/2039

Prospectus brochure de l'obligation Achmea XS2056491660 en EUR 2.5%, échéance 23/09/2039

100 000 EUR

250 000 000 EUR

24/09/2024 ( Dans 129 jours )

L'Obligation émise par Achmea ( Pays-bas ) , en EUR, avec le code ISIN XS2056491660, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/09/2039

FINAL TERMS OF THE NOTES
Final Terms dated 23 September 2019
Achmea B.V.
Issue of 250,000,000 Tier 2 Subordinated Fixed Rate Reset Notes due 24 September 2039
under the 5,000,000,000 Debt Issuance Programme
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU
("IDD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as
amended or superseded, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPS Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B of the
Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of
the SFA), that the Notes are not prescribed capital markets products (as defined in the CMP
Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation
on Investment Products.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a `distributor') should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers
target market assessment) and determining appropriate distribution channels.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions of the Notes (the "Conditions") set forth in the base prospectus dated 15 July 2019 (the
"Base Prospectus") and the supplemental base prospectus dated 16 September 2019 which
together constitute a base prospectus for the purposes of Directive 2003/71/EC, as amended or
superseded (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the
offer of the Notes is only available on the basis of the combination of these Final Terms and the
Base Prospectus as so supplemented. The Base Prospectus and the supplemental base
prospectus have been published on the Issuer's website at www.achmea.com and are available for
viewing during normal business hours at Achmea B.V., Handelsweg 2, 3707 NH Zeist, the
Netherlands and copies may be obtained from such address.
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1
Issuer:
Achmea B.V.
2
(i)
Series Number:
7
(ii) Tranche Number: 1
(iii) Date on which the Not Applicable
Notes become
fungible:
3
Specified Currency or
EUR
Currencies:
4
Aggregate Nominal
250,000,000
Amount:
(i)
Series:
250,000,000
(ii)
Tranche:
250,000,000
5
Issue Price:
99.581 per cent. of the Aggregate Nominal Amount
6
(i)
Specified
100,000 and integral multiples of 1,000 in excess thereof
Denominations:
up to and including 199,000. No Notes in definitive form will
be issued with a denomination above 199,000.
(ii)
Calculation
1,000
Amount:
7
(i)
Issue Date:
24 September 2019
(ii)
Interest
Issue Date
Commencement
Date
8
Maturity Date:
24 September 2039
9
Interest Basis:
2.500% Fixed Rate up to but excluding 24 September 2029
A Fixed Rate equal to the sum of the then applicable 5 Year
Mid-Swap Rate in relation to the applicable Reset Period plus
the Reset Margin from and including 24 September 2029 up
to the Maturity Date.
(further particulars specified below in paragraph 14 and 15)
Optional deferral of interest payments (Condition 6(a)):
Applicable
Interest of Arrears of Interest: Not Applicable
10
Redemption/Payment
Subject to any purchase and cancellation or early
Basis:
redemption, the Notes will be redeemed on the Maturity Date
at 100 per cent. of their nominal amount.
2
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11
Change of Interest
Applicable (further particulars specified below in paragraphs
Basis:
14 and 15 below)
12
Put/Call Options
Issuer Call, Tax Call, Regulatory Call, Rating Call
(further particulars specified below)
13
(i)
Status of the
Dated Subordinated
Notes:
(ii)
Date Board
26 August 2019
approval for
issuance of Notes
obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note
Applicable
Provisions
(i)
Rate(s) of
2.500 per cent. per annum payable in arrear on each Interest
Interest:
Payment Date up to but excluding 24 September 2029;
resetting at each Reset Date to the prevailing 5 Year Mid-
Swap Rate plus the Reset Margin payable in arrear on each
Interest Payment Date from and including 24 September
2029 up to the Maturity Date.
(ii)
Interest Payment 24 September in each year
Date(s):
(iii) Fixed Coupon
25.00 per Calculation Amount up to by excluding 24
Amount(s):
September 2029; resetting for the period thereafter
(iv) Broken
Not Applicable
Amount(s):
(v)
Day Count
Actual/Actual (ICMA)
Fraction:
(vi) Determination
24 September in each year
Dates:
15
Reset Note Provisions Applicable
(i) Initial Rate(s) of 2.500 per cent. per annum payable in arrear on each Interest
Interest:
Payment Date up to but excluding 24 September 2029
(ii) Reset Margin:
+3.65 per cent. per annum
(iii) Interest Payment 24 September in each year
Date(s):
(iv)
Fixed
Coupon Not Applicable
Amount(s):
(v) Broken Amount(s):
Not Applicable
3
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(vi) First Reset Note 24 September 2029
Reset Date:
(vii)
Anniversary
24 September 2029 and each corresponding day and month
Date(s):
falling 5 years thereafter
(viii) Mid-Market Swap As per Conditions
Rate:
(ix) ICESWAP Rate:
ICESWAP2
(viii) Day Count
Actual/ Actual (ICMA)
Fraction:
16
Floating Rate Note
Not Applicable
Provisions
17
Zero Coupon Note
Not Applicable
Provisions
18
Deferral of Interest
Applicable
(i)
Arrears of Interest No
to bear interest
(Condition 6(d))
PROVISIONS RELATING TO REDEMPTION
19
Tax Call (Condition
Applicable
7(d)
(i)
Time or date(s)
At any time
meant in
Condition 7(d)(i):
(ii)
Time or date(s)
At any time
meant in
Condition 7(d)(ii):
20
Issuer Call Option
Applicable
(i)
Optional
Any date falling from and including 24 June 2029 to and
Redemption
including 24 September 2029 and each Interest Payment
Date(s):
Date thereafter
(ii)
Optional
1,000 per Calculation Amount
Redemption
Amount(s) of each
Note:
(iii) If redeemable in
Not Applicable
part:
(iv) Notice period
As per Conditions
4
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21
Regulatory Call
Applicable
(Condition 7(f))
(i)
Time or date(s)
At any time
meant in
Condition 7(f)(i):
(ii)
Time or date(s)
At any time
meant in
Condition 7(f)(ii):
22
Rating Call
Applicable
(Condition7(g))
(i)
Time or date(s)
At any time
meant in
Condition 7(g)(i):
(ii)
Time or date(s)
At any time
meant in
Condition 7(g)(ii):
(iii) Rating Agency as S&P/Fitch
meant in
Condition7(g)
23
Investor Put Option
Not Applicable
24
Final Redemption
1,000 per Calculation Amount
Amount of each Note
25
Early Redemption
Amount
Early Redemption
1,000 per Calculation Amount
Amount(s) per
Calculation Amount
payable on redemption
for taxation, regulatory
or rating reasons or on
event of default or other
early redemption:
26
Condition 7(b):
No
certificate required:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27
Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes in the
limited circumstances specified in the Permanent Global Note
28
New Global Note:
No
5
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PART B - OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i)
Admission to trading:
Application has been be made by the Issuer (or on its
behalf) to Euronext Dublin for the Notes to be admitted to
the Official List and trading on its regulated market with
effect from 24 September 2019
(ii)
Estimated total expenses:
1,000
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S & P: BBB-
Fitch: BBB
S&P Global Ratings Europe Limited and Fitch Ratings
Limited are established in the European Union and
registered under Regulation (EC) No 1060/2009, as
amended.
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
"Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer."
4
REASONS FOR THE OFFER
Reasons for the offer:
Reasons for the offer: See "Use of Proceeds" wording in
Base Prospectus.
5
YIELD
Indication of yield:
2.548% per annum. up to the First Reset Note Reset Date.
As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.
6
OPERATIONAL INFORMATION
ISIN:
XS2056491660
Common Code:
205649166
Any clearing system(s) other than Not Applicable
Euroclear Bank SA/NV and
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Clearstream Banking SA and the
relevant identification number(s):
Delivery:
Delivery against payment
Names
and
addresses
of Not Applicable
additional Paying Agent(s) (if any):
Deemed delivery of clearing Any notice delivered to Noteholders through the clearing
system notices for the purposes of systems will be deemed to have been given on the second
Condition 15:
business day after the day on which it was given to
Euroclear Bank SA/NV and Clearstream Banking, SA
Intended to be held in a manner No
which would allow Eurosystem
eligibility:
Statement on benchmark[s]:
Not Applicable
7
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:
Barclays Bank PLC
BNP Paribas
(A) Names of Managers:
Coöperatieve Rabobank U.A
Deutsche Bank AG, London Branch
HSBC Bank plc
NatWest Markets N.V.
Unicredit Bank AG
(B) Stabilising Manager(s) Deutsche Bank AG, London Branch
(if any)
(iii) If non-syndicated, name of Not Applicable
Dealer
(iv) U.S. Selling Restrictions: Reg. S Compliance Category 1, TEFRA D
(v)
Prohibition of Sales to EEA Applicable
Retail Investors:
8
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