Conditional Pass-Through Covered Bond

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Achmea Bank has set up a EUR 5,000,000,000 Conditional Pass-Through Covered Bond Programme (“CPTCB”) in November 2017.

The Achmea Conditional Pass-Through Covered Bond Company (“ACPTCB”), a bankruptcy remote special purpose vehicle, provides the covered bond investors a guarantee for full payment of interest and principal on the outstanding bonds under the programme by pledging the mortgage receivables of Achmea Bank to the ACPTCB and a parallel debt agreement with the Security Trustee. For investors there is a so-called ‘double recourse’ which means that in the event of default of the Bank an investor has recourse on the bank and on the underlying mortgage portfolio.

Achmea Bank announced a consent solicitation

On Monday 22 May 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). 

The meeting of the Covered Bondholders was held on 16 June 2023 in connection with the Consent Solicitation and the Issuer, Achmea Bank, hereby announces to the Covered Bondholders that the Programme Resolution in relation to the Proposed Amendments was duly passed and the Eligibility Condition was satisfied in relation thereto.

On 29 June 2023 the Proposed Amendments were implemented and consequently the former Conditional Pass-Through covered bonds are now Soft Bullet covered bonds. See Achmea Bank’s soft bullet webpage for the amended and restated final terms.

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.


Notice to Covered Bond Holders
Announcement Message 
CPT Base Prospectus
Trust Deed
Soft Bullet Base Prospectus
Amended and Restated Final Terms relating to each Series
Form of Amended and Restated Global Covered Bonds relating to each Series of Covered Bonds
Rating bulletin S&P (#1)
Rating bulletin 29 June 2023

Programme overview

Programme size EUR 5,000,000,000 
 Active Yes
 Registrated Yes, Dutch Central Bank
 Arranger RABOBANK

CPTCB Update 2019 Base Prospectus BLACK
CPTCB Update 2019 Supplemental Prospectus
CPTCB Update 2020 Second Supplemental Prospectus
CPTCB Update 2021 Third Supplement Prospectus
Investor Presentation
Fitch Rating October 2020
Moodys Rating October 2020
 Extension peroid Max. 32 years
 Collateral Dutch Prime Residental Mortgage Loans
 Asset percentage 93,5%
 Indexed LTV Cut Off 80%
 Minimum documented OC N.A
 Regulatory OC 5%

Investor Reports

The Dutch Association of Covered Bonds recommends you to use the National Transparency Template, as it contains all relevant information of the Issuers programme on a more detailed basis.

Documents incorporated