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
April 2014
AEGON N.V.
Aegonplein 50
2591 TV THE HAGUE
The Netherlands
Aegon’s press release, dated April 17, 2014, 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.
| AEGON N.V. | ||||||
| (Registrant) | ||||||
| Date: April 17, 2014 | By | /s/ E. Lagendijk | ||||
| E. Lagendijk | ||||||
| Executive Vice President and | ||||||
| General Counsel | ||||||
Aegon announces pricing of EUR 700 million subordinated notes
Aegon announces the pricing of an offering of EUR 700 million subordinated notes, first callable on April 25, 2024 and maturing on April 25, 2044. The coupon will be fixed at 4% until the first call date and floating thereafter. Net proceeds from this issuance will be used for general corporate purposes, including the potential refinancing of outstanding debt.
The notes are expected to be rated BBB, Baa2 and BBB by Standard & Poor’s, Moody’s and Fitch, respectively. The notes are expected to be Tier 2 compliant under Solvency II.
The notes will be issued under Aegon’s base prospectus. Application will be made to list the notes on NYSE Euronext in Amsterdam. The offering is expected to be settled on April 25, 2014 and the notes are expected to be admitted for trading on NYSE Euronext in Amsterdam following the settlement. Copies of documentation relating to this offering (including the base prospectus and applicable final terms) are available on Aegon’s corporate website aegon.com.
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
The notes described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘US Securities Act’) and are subject to certain United States tax law requirements. The notes may not be offered, sold or delivered in the United States absent registration or an applicable exemption from the registration requirements under the US Securities Act. There will be no public offering of the notes in the United States. For a further description of restrictions on offers, sales, resales and deliveries of notes, see ‘Subscription and Sale’ in the base prospectus.
| Contact Media relations |
Investor relations | |||
| Robin Boon |
Willem van den Berg | |||
| +31 (0) 70 344 8956 |
+31 (0) 70 344 8305 | |||
| gcc@aegon.com |
ir@aegon.com |
Aegon’s roots go back more than 150 years – to the first half of the nineteenth century. Since then, Aegon has grown into an international company, with businesses in more than 25 countries in the Americas, Europe and Asia. Today, Aegon is one of the world’s leading financial services organizations, providing life insurance, pensions and asset management. Aegon’s purpose is to help people take responsibility for their financial future. More information: aegon.com.
DISCLAIMERS
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, is confident, will, and similar expressions as they relate to Aegon. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Aegon undertakes no 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 company expectations at the time of writing. Actual results may differ materially 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:
| o | Changes in general economic conditions, particularly in the United States, the Netherlands and the United Kingdom; |
| o | Changes in the performance of financial markets, including emerging markets, such as with regard to: |
| – | The frequency and severity of defaults by issuers in Aegon’s fixed income investment portfolios; |
| – | 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; and |
| – | The effects of declining creditworthiness of certain private sector securities and the resulting decline in the value of sovereign exposure that Aegon holds; |
| o | Changes in the performance of Aegon’s investment portfolio and decline in ratings of Aegon’s counterparties; |
| o | Consequences of a potential (partial) break-up of the euro or the potential independence of Scotland from the United Kingdom |
| o | The frequency and severity of insured loss events; |
| o | Changes affecting longevity, mortality, morbidity, persistence and other factors that may impact the profitability of Aegon’s insurance products; |
| o | Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations; |
| o | Changes affecting interest rate levels and continuing low or rapidly changing interest rate levels; |
| o | Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates; |
| o | 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; |
| o | Increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets; |
| o | Changes in laws and regulations, particularly those affecting Aegon’s operations, ability to hire and retain key personnel, the products Aegon sells, and the attractiveness of certain products to its consumers; |
| o | Regulatory changes relating to the insurance industry in the jurisdictions in which Aegon operates; |
| o | Changes in customer behavior and public opinion in general related to, among other things, the type of products also Aegon sells, including legal, regulatory or commercial necessity to meet changing customer expectations; |
| o | Acts of God, acts of terrorism, acts of war and pandemics; |
| o | Changes in the policies of central banks and/or governments; |
| o | Lowering 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; |
| o | Lowering of one or more of insurer financial strength ratings of Aegon’s insurance subsidiaries and the adverse impact such action may have on the premium writings, policy retention, profitability and liquidity of its insurance subsidiaries; |
| o | The effect of the European Union’s Solvency II requirements and other regulations in other jurisdictions affecting the capital Aegon is required to maintain; |
| o | Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does business; |
| o | As Aegon’s operations support complex transactions and are highly dependent on the proper functioning of information technology, a computer system failure or security breach may disrupt Aegon’s business, damage its reputation and adversely affect its results of operations, financial condition and cash flows; |
| o | Customer responsiveness to both new products and distribution channels; |
| o | Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for Aegon’s products; |
| o | Changes in accounting regulations and policies or a change by Aegon in applying such regulations and policies, voluntarily or otherwise, may affect Aegon’s reported results and shareholders’ equity; |
| o | The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Aegon’s ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; |
| o | Catastrophic events, either manmade or by nature, could result in material losses and significantly interrupt Aegon’s business; and |
| o | Aegon’s failure to achieve anticipated levels of earnings or operational efficiencies as well as other cost saving and excess capital and leverage ratio management initiatives. |
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 Aegon’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
2