NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
The Hague, April 1, 2022 – Aegon N.V. (the Offeror) announces today the final results of its invitation to holders of its outstanding EUR 950,000,000 Perpetual Capital Securities (ISIN: NL0000116150) (the 2004 EUR Notes), USD 500,000,000 Perpetual Capital Securities (ISIN: NL0000116168) (the 2004 USD Notes), NLG 250,000,000 Perpetual Cumulative Subordinated Bonds 1995 (ISIN: NL0000120004) (the 1995 NLG Notes), NLG 300,000,000 Perpetual Cumulative Subordinated Bonds 1996 (ISIN: NL0000121416) (the October 1996 NLG Notes), NLG 450,000,000 Perpetual Cumulative Subordinated Bonds 1996 (ISIN: NL0000120889) (the February 1996 NLG Notes) and EUR 700,000,000 Fixed-to-Floating 4.000 per cent Subordinated Notes (ISIN: XS1061711575) (the NC2024 EUR Notes and, together with the 2004 EUR Notes, the 2004 USD Notes, the 1995 NLG Notes, the October 1996 NLG Notes and the February 1996 NLG Notes, the Notes and each a Series) to tender their Notes for purchase by the Offeror for cash (each such invitation an Offer and, together, the Offers).
The Offers were announced on March 23, 2022, and were made on the terms and subject to the conditions contained in the tender offer memorandum dated March 23, 2022 (the Tender Offer Memorandum) prepared by the Offeror. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 5:00 p.m. (CET) on March 31, 2022. As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the Offer in respect of the 2004 EUR Notes of EUR 429,194,300 in aggregate nominal amount.
The Offeror announces that it has decided that it will neither be accepting any of the 2004 USD Notes nor any Notes with a Priority Level of 2 (being the 1995 NLG Notes, the October 1996 NLG Notes, the February 1996 NLG Notes and the NC2024 EUR Notes) tendered for purchase in the Offer and no Series Acceptance Amount in respect of such Notes or pricing in respect of the NC2024 EUR Notes is being announced.
The Offeror announces that it has decided to set the Final Acceptance Amount at EUR 429,194,300, which is higher than the Target Acceptance Amount. The Offeror announces that it has decided to accept all of the 2004 EUR Notes validly tendered for purchase and to set the Series Acceptance Amount in respect of the 2004 EUR Notes at EUR 429,194,300 in aggregate nominal amount.
A summary of the final results of the Offer in relation to the 2004 EUR Notes appears below:
| Priority | Description of the Notes | ISIN/ Common Code | Series Acceptance Amount | Purchase Price | Scaling Factor | Outstanding principal amount post settlement |
| 1 | EUR 950,000,000 Perpetual Capital Securities |
NL0000116150 / 019600882 |
EUR 429,194,300 | 90.00 per cent |
N/A | EUR 520,805,700 |
The Offeror will not be making any further announcements in respect of the Offers.
The Settlement Date in respect of the Notes accepted for purchase is expected to be April 5, 2022.
BofA Securities Europe SA is acting as Dealer Manager for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
The Dealer Manager
BofA Securities Europe SA
51 rue la Boétie
75008 Paris
France
Telephone: +33 1 877 01057
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com
The Tender Agent
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: aegon@lucid-is.com
Website: https://deals.lucid-is.com/aegon
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Offer and distribution restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful
