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
March 2013
AEGON N.V.
AEGONplein 50
2591 TV THE HAGUE
The Netherlands
AEGON’s press release, dated March 1, 2013, 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: March 1, 2013 | By | /s/ E. Lagendijk | ||||
| E. Lagendijk | ||||||
| Executive Vice President and | ||||||
| General Counsel | ||||||
Press release
The Hague – March 1, 2013
Aegon determines share price for conversion of preferred shares
On February 15, 2013, Aegon and Vereniging Aegon (‘the Association’) announced their agreement to cancel all of Aegon’s preferred shares, of which the Association is the sole owner. Under the agreement, all preferred shares will be exchanged for EUR 400 million in cash, the equivalent of EUR 655 million in common shares and EUR 83 million of dividends on the preferred shares.
The number of common shares to be received by the Association is based on the volume-weighted average price of Aegon common shares on Euronext Amsterdam from February 15 up to, and including, February 28, 2013. The volume-weighted average price over this period was EUR 4.86. Based on this share price, the preferred shares will be converted into 121 million common shares and 566 million common shares B.
As a result of the conversion, the number of common shares outstanding will increase by 7%. However, the dilutive effect on earnings per share is limited to 3% as there will be no preferred dividend payments following the transaction.
Aegon’s Supervisory Board will propose to approve the new capital structure at the annual General Meeting of Shareholders on May 15, 2013. Following shareholder approval and subsequent execution of the transaction, the Association will hold a total of 307 million* common shares and a total of 2,080 million* common shares will be outstanding. Vereniging Aegon will have 14.8% of the voting rights in ordinary course.
Further details of the transaction between Aegon and Vereniging Aegon can be found in the announcement of February 15, 2013, which is available on aegon.com.
| * | Includes 14 million common shares which represent the economic equivalent of 566 million common shares B. |
| Media relations | Investor relations | |
| Greg Tucker | Willem van den Berg | |
| + 31 (0) 70 344 8956 | + 31 (0) 70 344 8305 | |
| gcc@aegon.com | ir@aegon.com |
1
DISCLAIMER
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:
| • | Changes in general economic conditions, particularly in the United States, the Netherlands and the United Kingdom; |
| • | 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; |
| • | Changes in the performance of Aegon’s investment portfolio and decline in ratings of Aegon’s counterparties; |
| • | Consequences of a potential (partial) break-up of the euro; |
| • | The frequency and severity of insured loss events; |
| • | Changes affecting mortality, morbidity, persistence and other factors that may impact the profitability of Aegon’s insurance products; |
| • | Reinsurers to whom Aegon has ceded significant underwriting risks may fail to meet their obligations; |
| • | Changes affecting interest rate levels and continuing low or rapidly changing interest rate levels; |
| • | Changes affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates; |
| • | 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; |
| • | Increasing levels of competition in the United States, the Netherlands, the United Kingdom and emerging markets; |
| • | 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; |
| • | Regulatory changes relating to the insurance industry in the jurisdictions in which Aegon operates; |
| • | 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; |
| • | Acts of God, acts of terrorism, acts of war and pandemics; |
| • | Changes in the policies of central banks and/or governments; |
| • | 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; |
| • | 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; |
| • | The effect of the European Union’s Solvency II requirements and other regulations in other jurisdictions affecting the capital Aegon is required to maintain; |
| • | Litigation or regulatory action that could require Aegon to pay significant damages or change the way Aegon does business; |
| • | 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; |
| • | Customer responsiveness to both new products and distribution channels; |
| • | Competitive, legal, regulatory, or tax changes that affect profitability, the distribution cost of or demand for Aegon’s products; |
| • | Changes in accounting regulations and policies may affect Aegon’s reported results and shareholders’ equity; |
| • | 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; |
| • | Catastrophic events, either manmade or by nature, could result in material losses and significantly interrupt Aegon’s business; and |
| • | Aegon’s failure to achieve anticipated levels of earnings or operational efficiencies as well as other cost saving 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.
ABOUT AEGON
As an international insurance, pensions and asset management company based in The Hague, Aegon has businesses in over twenty markets in the Americas, Europe and Asia. Aegon companies employ approximately 24,000 people and have millions of customers across the globe. Further information: aegon.com.