The Hague, April 21, 2023 – FOR DISTRIBUTION OUTSIDE THE UNITED STATES ONLY TO PERSONS OTHER THAN “US PERSONS” (AS DEFINED IN REGULATION SI UNDER THE UNITED STATES SECURITIES ACT OF 1933, COLLECTIVELY (THE “SECURITIES”)). NOT FOR PUBLICATION, PUBLICATION OR DISTRIBUTION IN OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Aegon NV (Aegon) announced on April 4, 2023 a consent solicitation to consent to the amendment of the terms and conditions of USD Perpetual Capital Securities (ISIN: NL0000116168). These securities have a coupon rate calculated using a LIBOR reference swap rate that is expected to expire on June 30, 2023.
A meeting regarding the Consent Solicitation was held on 21 April 2023. It was decided by the Chair of the Consent Solicitation Meeting that the required quorum under the terms and conditions contained in the Consent Solicitation Memorandum dated 4 April 2023 had not been reached. No resolutions were therefore adopted at the meeting.
In its sole discretion, in accordance with the terms and conditions set out in the Consent Statement, Aegon has decided to terminate the Consent Application with immediate effect.
As previously indicated, Aegon has considered exercising the call option available in the terms and conditions of the Securities and has concluded that this would not be in the company’s financial interests.
Aegon is considering appropriate next steps to avoid a situation where no coupon rate can be established and no coupon can be paid, as the LIBOR-referenced swap rate is widely expected to cease to be published by any administrator and/or will no longer be representative immediately after 30 June 2023.
Aegon is an integrated, diversified, international financial group. The company offers investment, protection and pension solutions with a strategic focus on three core markets (US, UK and Netherlands), three growth markets (Spain & Portugal, Brazil and China) and a global asset manager. Aegon’s purpose with To help people live their best lives reviews all its activities. As a leading global investor and employer, the company seeks to make a positive impact by addressing critical environmental and societal issues with a focus on climate change and inclusion and diversity. Aegon is headquartered in The Hague, the Netherlands, and is listed on Euronext Amsterdam and the New York Stock Exchange. More information can be found at aegon.com.
The statements in this document, which are not historical facts, are forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995. The following are words that identify such forward-looking statements: aim, believe, estimate, target, intend, may, expect, foresee, predict, project, count on, plan, proceed, wish, predict, aim, should, would, could, is sure, will and similar expressions as they relate to Aegon. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. In addition, all statements referring to sustainability, environmental and social goals, commitments, goals, efforts and expectations and other events or circumstances that are partially dependent on future events are forward-looking statements. These statements are not guarantees of future results and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no obligation and expressly disclaims any obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which merely reflect the company’s expectations at the time of writing. Actual results may differ materially and adversely from expectations in forward-looking statements due to changes caused by various risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:
- Unexpected delays, difficulties and expenses related to execution in relation to our environmental, climate, diversity and inclusion or other “ESG” goals, objectives and commitments and changes in laws or regulations affecting us, such as changes in data protection , environmental, safety and health laws;
- Changes in general economic and/or governmental conditions, particularly in the United States, the Netherlands and the United Kingdom;
- Civil unrest, (geo-)political tensions, military action or other instability in a country or geographic region;
- Changes in the performance of financial markets, including emerging markets, such as in respect of:
- The frequency and severity of defaults by issuers in Aegon’s fixed income portfolios;
- The effects of corporate bankruptcies and/or accounting adjustments on the financial markets and the consequent decline in the value of shares and debentures held by Aegon;
- The effects of declining creditworthiness of certain government securities and the resulting decline in the value of government exposure held by Aegon;
- Changes in the performance of Aegon’s investment portfolio and declines in the ratings of Aegon’s counterparties;
- Downgrade of one or more of Aegon’s debt ratings issued by recognized rating organizations and the adverse impact such action may have on Aegon’s ability to raise capital and on its liquidity and financial condition;
- Downgrade of one or more of the insurer financial strength ratings of Aegon’s insurance subsidiaries and the adverse impact such action may have on its insurance subsidiaries’ written premium, insurance retention, profitability and liquidity;
- The effect of European Union Solvency II requirements and other regulations in other jurisdictions affecting the capital Aegon must maintain;
- Changes affecting interest rates and low or rapidly changing interest rates;
- Changes affecting exchange rates, particularly EUR/USD and EUR/GBP exchange rates;
- Changes affecting the level of inflation, particularly in the United States, the Netherlands and the United Kingdom;
- Changes in the availability of and costs associated with sources of liquidity such as bank and capital market funding, as well as conditions in the credit markets in general such as changes in the creditworthiness of borrowers and counterparties;
- Increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets;
- Catastrophic events, whether man-made or natural, including as examples acts of God, acts of terrorism, acts of war and pandemics, may result in material losses and materially interrupt Aegon’s business;
- The frequency and severity of insured loss events;
- Changes affecting longevity, mortality, morbidity, persistence and other factors that may affect the profitability of Aegon’s insurance products;
- Aegon’s expected results are highly sensitive to complex mathematical models of financial markets, mortality, longevity and other dynamic systems subject to shocks and unpredictable volatility. Should assumptions for these models later prove incorrect, or should errors in these models escape the controls in place to detect them, future performance will differ from expected results;
- Reinsurers to whom Aegon has ceded significant insurance risks cannot fulfill their obligations;
- Changes in customer behavior and public opinion generally related to, among other things, the type of products Aegon sells, including legal, regulatory or commercial necessities to meet changing customer expectations;
- Customer responsiveness to both new products and distribution channels;
- As Aegon’s operations support complex transactions and are highly dependent on the proper functioning of information technology, operational risks such as system outages or failures, breaches of security or data protection, cyber attacks, human error, failure to secure personally identifiable information, changes in operational practices or inadequate controls, including with respect to third parties with whom we do business, may disrupt Aegon’s business, harm its reputation and adversely affect its results of operations, financial condition and cash flows;
- The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Aegon’s ability to complete or obtain regulatory approval for acquisitions and divestitures, integrate acquisitions and realize expected results and its ability to separate businesses as part of divestitures;
- Aegon’s failure to achieve expected levels of earnings or operating efficiency, as well as other management initiatives related to cost savings, Cash Capital at Holding, gross financial leverage and free cash flow;
- Changes in central bank and/or government policy;
- Legal proceedings or regulatory actions that may require Aegon to pay significant damages or change the way Aegon does business;
- Competitive, legal, regulatory or tax changes affecting the profitability, distribution costs of or demand for Aegon’s products;
- Consequences of an actual or potential dissolution of the European Monetary Union in whole or in part, or the withdrawal of the United Kingdom from the European Union and potential consequences if other EU countries leave the European Union;
- Changes in laws and regulations, particularly those affecting the ability of Aegon’s operations to hire and retain key personnel, taxation of Aegon businesses, the products Aegon sells and the attractiveness of certain products to its consumers;
- Regulatory changes relating to the pension, investment and insurance industries in the jurisdictions in which Aegon operates;
- Standard-setting initiatives by supranational standard-setting bodies such as the Financial Stability Board and the International Association of Insurance Supervisors or changes to such standards that may have an impact on regional (such as the EU), national or US federal or state level financial regulation or its application to Aegon, including the designation of Aegon by the Financial Stability Board as a Global Systemically Important Insurer (G-SII); and
- Changes in accounting rules and policies or a change by Aegon in the application of such rules and policies, voluntary or otherwise, that may affect Aegon’s reported results, equity or regulatory capital adequacy levels.
This document contains information that qualifies or can be qualified as inside information in accordance with Article 7, subsection 1, of the EU’s market abuse regulation (596/2014). Further details of potential risks and uncertainties affecting Aegon are described in its filings with the Dutch Financial Markets Authority and the US Securities and Exchange Commission, including the annual report. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, Aegon expressly disclaims any obligation or undertaking to publish any update or revision of any forward-looking statements contained herein to reflect any change in Aegon’s expectations with respect thereto or any change in events, conditions or circumstances , on which such statement is based.
- 20230421 – PR – Aegon provides consent request update
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