Achmea announces indicative results of its Offers
Achmea B.V. (the “Offeror”) announces today the indicative results of its invitation to holders (the “Holders”) of its outstanding: (i) € 250 million Tier 2 Subordinated Fixed Rate Reset Notes due 24 September 2039 issued on 24 September 2019 (ISIN: XS2056491660) (the “2019 Notes”); and (ii) € 750 million Tier 2 Subordinated Fixed Rate Reset Notes due 2 November 2044 issued on 2 May 2024 (ISIN: XS2809859536) (the “2024 Notes” and, together with the 2019 Notes, the “Notes”) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount subject to, among other things, the satisfaction (or waiver) of the New Financing Condition (such invitation, an “Offer” and together the “Offers”).
The Offers were announced on 20 October 2025 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 October 2025 (the “Tender Offer Memorandum”) including, without limitation, the satisfaction (or waiver) of the New Financing Condition.
The Expiration Deadline for the Offers was 5.00 p.m. (Central European Time) on 27 October 2025.
Expected Series Acceptance Amounts and Expected Scaling Factor
As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offers of: (i) € 135,015,000 in aggregate principal amount of 2019 Notes; and (ii) € 477,964,000 in aggregate principal amount of 2024 Notes.
If the Offeror decides to accept Notes validly tendered pursuant to the Offers, and the New Financing Condition is satisfied (or waived), the Offeror expects that the Final Acceptance Amount will be € 300 million and each Series Acceptance Amount will be set as follows:
Series Expected Series Acceptance Amount Expected Scaling Factor
2019 Notes € 50,001,000 38.4950 per cent.
2024 Notes € 249,999,000 51.2307 per cent.
Holders should note that this is a non-binding indication of the level at which the Offeror expects to set each Series Acceptance Amount and the applicable Scaling Factor.
Pricing for the Offers will take at place around 12 noon (Central European Time) today (the “Pricing Time”). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it will accept for purchase Notes validly tendered in the Offers and, if so, the Final Acceptance Amount, each Series Acceptance Amount, each Purchase Yield, each Interpolated Mid-Swap Rate, each Purchase Price and any Scaling Factor that will be applied to valid tenders of either Series and the aggregate principal amount of each Series that will remain outstanding after the Settlement Date.
Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 29 October 2025.
Notes purchased by the Offeror pursuant to the Offers will be cancelled by the Offeror and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below.
Dealer Managers
Banco Santander, S.A., Barclays Bank Ireland PLC, Deutsche Bank Aktiengesellschaft, HSBC Continental Europe, ING Bank N.V. and NatWest Markets N.V.
Tender Agent
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek Kusion; E-mail: achmea@is.kroll.com; Website: https://deals.is.kroll.com/achmea).