Aegon announces tender offer for six series of subordinated notes

Aegon announces tender offer for six series of subordinated notes

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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 DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Aegon N.V. (the Offeror) announces today its invitation to holders of its outstanding subordinated notes as described below (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 are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 March 2022 (the Tender Offer Memorandum) prepared by the Offeror, and are subject to the offer restrictions set out herein and as more fully described in the Tender Offer Memorandum.

The full tender offer launch announcement is available from the website of the Offeror at aegon.com, which contains further details about the Offers. The full tender offer launch announcement and the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The purpose of the Offers is to allow the Offeror to reduce its gross financial leverage following the closing of the sale of its Hungarian business. The Offers are expected to bring the Offeror's gross financial leverage within the range of EUR 5.0 billion to EUR 5.5 billion, the target that was set to be accomplished by 2023. The Offers will also provide liquidity for investors in the Notes.

Irrespective of the outcome of any Offer, the Offeror intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offers on an economic basis, taking into account the prevailing circumstances at the relevant time including prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.

Details of the Offers

A summary of certain of the terms of the Offers appears below:

Priority Notes ISIN / Common Code Purchase Price Target Acceptance Amount*
1 EUR 950,000,000 Perpetual Capital Securities (the 2004 EUR Notes) NL0000116150 / 019600882 90.00 per cent.

Subject to the order of priority described in the first column of this table, and as otherwise set out in the Tender Offer Memorandum, an aggregate nominal amount of Notes such that the total amount payable for such Notes (converted into Euro Equivalent, where applicable) is up to EUR 375,000,000** (excluding all Accrued Interest Payments in respect of such Notes accepted for purchase)

1 USD 500,000,000 Perpetual Capital Securities (the 2004 USD Notes) NL0000116168 / 019600971 89.25 per cent.
2 NLG 250,000,000 Perpetual Cumulative Subordinated Bonds 1995 (the 1995 NLG Notes) NL0000120004 / 5760640 97.25 per cent.
2 NLG 300,000,000 Perpetual Cumulative Subordinated Bonds 1996 (the October 1996 NLG Notes) NL0000121416 / 6952704 95.00 per cent.
2 NLG 450,000,000 Perpetual Cumulative Subordinated Bonds 1996 (the February 1996 NLG Notes) NL0000120889 / 6352081 90.00 per cent.
2 EUR 700,000,000 Fixed-to-Floating 4.000 per cent. Subordinated Notes (the NC2024 EUR Notes) XS1061711575 / 106171157 Based on the sum of the NC2024 EUR Notes Purchase Spread of 125 bps and the 2024 Interpolated Mid-Swap Rate

* The Offeror reserves the right, in its sole discretion, to increase or decrease the Target Acceptance Amount.

** The Offeror will pay the Purchase Price and Accrued Interest for (i) the 2004 EUR Notes, the 1995 NLG Notes, the October 1996 NLG Notes, the February 1996 NLG Notes and the NC2024 EUR Notes in euro and (ii) the 2004 USD Notes in US Dollars.

Indicative timing for the Offers

The Offers commence today and the Expiration Deadline shall be 5.00 p.m. on Thursday, 31 March 2022. The Indicative Results will be announced prior to the Pricing Time at or around 11.00 a.m. on Friday, 1 April 2022. The Results and the Pricing will be announced as soon as reasonably practicable after the Pricing Time, with the Settlement Date expected to be Tuesday, 5 April 2022.

BofA Securities Europe SA (Telephone: +33 1 877 01057; Attention: Liability Management Group; Email: DG.LM-EMEA@bofa.com) is acting as Dealer Manager and Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: Arlind Bytyqi; Email: aegon@lucid-is.com; Website: https://deals.lucid-is.com/aegon) is acting as Tender Agent.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the relevant Offer. More information about the Offers could also be found in the tender offer launch announcement published at https://deals.lucid-is.com/aegon.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the relevant Offer. None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to any Offer.

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.

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