Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 28 2022 - 6:08AM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Form 6-K
Report of
Foreign Issuer
Pursuant to Rule 13a-16 or 15d/16 of
the Securities Exchange Act of 1934
October 2022
Aegon N.V.
Aegonplein 50
2591 TV
THE HAGUE
The Netherlands
Aegons press release, dated October 28, 2022, is included as appendix and incorporated herein by
reference.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Aegon N.V. |
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(Registrant) |
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Date: October 28, 2022 |
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By |
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/s/ J.O. van Klinken |
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J.O. van Klinken |
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Executive Vice President and |
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General Counsel |
The Hague October 28, 2022
Aegon takes note of equity issuance by a.s.r.
Aegon has taken
note of the issuance of approximately 10% additional shares that a.s.r. announced on October 28, 2022, as part of its funding in relation to the transaction to combine a.s.r. with Aegons Dutch pension, life and non-life insurance, banking, and mortgage origination activities.
As per the transaction announced yesterday, Aegon
will receive a 29.99% strategic shareholding in a.s.r. and cash proceeds upon closing. Commensurate with the increase in the number of a.s.r. shares resulting from the equity issuance, the number of shares that Aegon is expected to receive on
closing of the transaction increases by 10% from approximately 57.4 million to approximately 63.3 million.
Based on the closing price of
a.s.r.s shares on October 26, 2022 the day before announcement of the transaction this represents an increase in the value of the shareholding of EUR 0.3 billion to EUR 2.7 billion. As a consequence of the
adjustment mechanism agreed between parties, the cash proceeds will be reduced by EUR 0.3 billion to EUR 2.2 billion.
About Aegon
Aegon is an integrated, diversified, international financial services group. The company offers investment, protection, and retirement solutions, with a
strategic focus on three core markets (the United States, the United Kingdom, and the Netherlands), three growth markets (Spain & Portugal, Brazil, and China), and one global asset manager. Aegons purpose of Helping people live
their best lives runs through all its activities. As a leading global investor and employer, the company seeks to have a positive impact by addressing critical environmental and societal issues, with a focus on climate change and
inclusion & diversity. Aegon is headquartered in The Hague, the Netherlands, and listed on Euronext Amsterdam and the New York Stock Exchange. More information can be found at aegon.com.
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Contacts |
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Media relations |
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Investor relations |
Carolien van der Giessen |
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Jan Willem Weidema |
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+31 (0)6 11 95 33 67 |
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+31(0) 70 344 8028 |
carolien.vandergiessen@aegon.com |
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janwillem.weidema@aegon.com |
The Hague October 28, 2022
Forward-looking statements
The statements contained in
this document that 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, anticipate, predict, project, counting on, plan, continue, want, forecast, goal, should, would, could, is confident, 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, any statements that refer to sustainability, environmental and social targets, 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 performance and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no obligation,
and expressly disclaims any duty, 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 company expectations at the time of writing.
Actual results may differ materially and adversely from expectations conveyed 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:
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Unexpected delays, difficulties, and expenses in executing against our environmental, climate, diversity and
inclusion or other ESG targets, goals and commitments, and changes in laws or regulations affecting us, such as changes in data privacy, environmental, safety and health laws; |
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Changes in general economic and/or governmental conditions, particularly in the United States, the Netherlands
and the United Kingdom; |
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Civil unrest, (geo-) political tensions, military action or other
instability in a country or geographic region; |
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Changes in the performance of financial markets, including emerging markets, such as with regard
to: |
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The frequency and severity of defaults by issuers in Aegons fixed income investment portfolios;
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The effects of corporate bankruptcies and/or accounting restatements on the financial markets and the resulting
decline in the value of equity and debt securities Aegon holds; |
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The effects of declining creditworthiness of certain public sector securities and the resulting decline in the
value of government exposure that Aegon holds; |
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Changes in the performance of Aegons investment portfolio and decline in ratings of Aegons
counterparties; |
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Lowering of one or more of Aegons debt ratings issued by recognized rating organizations and the adverse
impact such action may have on Aegons ability to raise capital and on its liquidity and financial condition; |
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Lowering of one or more of insurer financial strength ratings of Aegons insurance subsidiaries and the
adverse impact such action may have on the written premium, policy retention, profitability and liquidity of its insurance subsidiaries; |
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The effect of the European Unions Solvency II requirements and other regulations in other jurisdictions
affecting the capital Aegon is required to maintain; |
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Changes affecting interest rate levels and continuing low or rapidly changing interest rate levels;
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Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates;
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Changes in the availability of, and costs associated with, liquidity sources such as bank and capital markets
funding, as well as conditions in the credit markets in general such as changes in borrower and counterparty creditworthiness; |
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Increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets;
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Catastrophic events, either manmade or by nature, including by way of example acts of God, acts of terrorism,
acts of war and pandemics, could result in material losses and significantly interrupt Aegons business; |
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The frequency and severity of insured loss events; |
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Changes affecting longevity, mortality, morbidity, persistence and other factors that may impact the
profitability of Aegons insurance products; |
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Aegons projected 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 to these models later prove incorrect, or should errors in those models escape the controls in place to detect them, future
performance will vary from projected results; |
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Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations;
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Changes in customer behavior and public opinion in general related to, among other things, the type of products
Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations; |
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Customer responsiveness to both new products and distribution channels; |
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As Aegons operations support complex transactions and are highly dependent on the proper functioning of
information technology, operational risks such as system disruptions or failures, security or data privacy breaches, cyberattacks, human error, failure to safeguard personally identifiable information, changes in operational practices or inadequate
controls including with respect to third parties with which we do business may disrupt Aegons business, damage its reputation and adversely affect its results of operations, financial condition and cash flows; |
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The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items,
including Aegons ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; |
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Aegons failure to achieve anticipated levels of earnings or operational efficiencies, as well as other
management initiatives related to cost savings, Cash Capital at Holding, gross financial leverage and free cash flow; |
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Changes in the policies of central banks and/or governments; |
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Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does
business; |
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Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for
Aegons products; |
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Consequences of an actual or potential break-up of the European monetary
union in whole or in part, or the exit of the United Kingdom from the European Union and potential consequences if other European Union countries leave the European Union; |
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Changes in laws and regulations, particularly those affecting Aegons operations ability to hire and
retain key personnel, taxation of Aegon companies, the products Aegon sells, and the attractiveness of certain products to its consumers; |
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Regulatory changes relating to the pensions, investment, and insurance industries in the jurisdictions in which
Aegon operates; |
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Standard setting initiatives of 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 EU), national or US federal or state level financial regulation or the application thereof to Aegon, including the
designation of Aegon by the Financial Stability Board as a Global Systemically Important Insurer (G-SII); and |
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Changes in accounting regulations and policies or a change by Aegon in applying such regulations and policies,
voluntarily or otherwise, which may affect Aegons reported results, shareholders equity or regulatory capital adequacy levels. |
Further details of potential risks and uncertainties affecting Aegon are described in its filings with the Netherlands Authority for the Financial Markets 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 release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Aegons expectations with regard thereto or any change in events, conditions or circumstances on which any such
statement is based.
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