UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-10882
Aegon Ltd
(Translation of registrant's name into English)
| | | | | | | |
Aegon Limited
An exempted company with liability
limited by shares
www.aegon.com | | Statutory seat
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda | | Principle place of business
World Trade Center
Schiphol Boulevard 223
1118 BH Schiphol
The Netherlands | | Bermuda Registrar of
Companies number: 202302830
(September 30, 2023)
Dutch Chamber of Commerce
number: 27076669
Aegon Limited is a
non-resident company under
the Dutch Act Non Residential
Companies |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
SIGNATURES
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 Ltd |
| | | (Registrant) |
| | | |
| | | |
| Date: May 8, 2026 | | /s/ J.O. van Klinken |
| | | J.O. van Klinken |
| | | Executive Vice President and General Counsel |
| | | |
Aegon
announces final results of tender offers for five series of subordinated notes in EUR 380
million notional
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.
Schiphol,
May 8, 2026 - Aegon (the Offeror) announces today the results of its invitation to holders
of its 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) and NLG 450,000,000 Perpetual Cumulative Subordinated Bonds
1996, ISIN: NL0000120889 (the February 1996 NLG Notes and, together with the 2004 EUR Notes,
the 2004 USD Notes, the 1995 NLG Notes, the October 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 April 28, 2026, and were made on the terms and subject to the conditions
contained in the tender offer memorandum dated April 28, 2026 (the Tender Offer Memorandum)
prepared by the Offeror. Capitalized terms used in this announcement but not defined have
the meanings to them in the Tender Offer Memorandum.
The
Expiration Deadline for the Offers was 17:00 (CEST) on May 7, 2026. As at the Expiration
Deadline, the Offeror had received valid tenders for purchase pursuant to the Offer in respect
of the (i) 2004 EUR Notes of EUR 106,887,200 in aggregate nominal amount of the 2004 EUR
Notes, (ii) 2004 USD Notes of USD 136,318,500 in aggregate nominal amount of the 2004 USD
Notes, (iii) 1995 NLG Notes of EUR 56,845,048 in aggregate nominal amount of the 1995 NLG
Notes, (iv) October 1996 NLG Notes of EUR 37,495,859 in aggregate nominal amount of the October
1996 NLG Notes, and (v) February 1996 NLG Notes of EUR 62,592,174 in aggregate nominal amount
of the February 1996 NLG Notes.
The
Offeror announces that it has decided to accept all of the 2004 EUR Notes, 2004 USD Notes,
1995 NLG Notes, October 1996 NLG Notes, and February 1996 NLG Notes validly tendered for
purchase pursuant to the Offers without pro rata scaling. This is equivalent to a total notional
amount accepted of EUR 379,584,792 or USD 446,980,072 (equivalent) (being the Final Acceptance
Amount) for an aggregate cash amount of EUR 308,241,572 or USD 362,969,863 (equivalent)1.
A
summary of the final results of the Offers in relation to each Series appears below:
Description
of the Notes | ISIN
/ Common Code | Series
Acceptance Amount | Purchase
Price | | Outstanding
Principal amount post settlement |
| EUR
950,000,000 Perpetual Capital Securities | NL0000116150
/ 019600882
| EUR
106,887,200 | 80.25
per
cent. | | EUR
413,918,500 |
| USD
500,000,000 Perpetual Capital Securities | NL0000116168
/ 019600971 | USD
136,318,500 | 78.75
per
cent. | | USD
363,681,500 |
| NLG
250,000,000 Perpetual Cumulative Subordinated Bonds 1995 | NL0000120004
/ 5760640 | NLG
125,270,000 | 89.625
per
cent. | | NLG
124,730,000 |
| NLG
300,000,000 Perpetual Cumulative Subordinated Bonds 1996 | NL0000121416
/ 6952704 | NLG
82,630,000 | 81.50
per
cent. | | NLG
217,370,000 |
| NLG
450,000,000 Perpetual Cumulative Subordinated Bonds 1996 | NL0000120889
/ 6352081 | NLG
137,935,000 | 75.00
per cent. | | NLG
312,065,000 |
It
is currently anticipated that the transaction will result in a 2 percentage point decrease
in the Group solvency ratio, compared with the estimated ratio of 184% as of December 31,
2025. The transaction is expected to result in an IFRS book gain in the first half of 2026
of approximately EUR 0.1 billion.
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 May 11, 2026.
Morgan
Stanley Europe SE is acting as Dealer Manager for the Offers and Kroll Issuer Services Limited
is acting as Tender Agent.
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.
Contacts
| Media
relations | Investor
relations |
| Carolien
van der Giessen | Yves
Cormier |
| +31
611 953 367 | +44
782 337 1511 |
| carolien.vandergiessen@aegon.com | yves.cormier@aegon.com |
| | |
About
Aegon
Aegon is an international financial services holding company. Aegon’s
ambition is to build leading businesses that offer their customers investment, protection,
and retirement solutions. Aegon’s portfolio of businesses includes fully owned businesses
in the United States and United Kingdom, and a global asset manager. Aegon also creates value
by combining its international expertise with strong local partners via insurance joint-ventures
in Spain & Portugal, China, and Brazil, and via asset management partnerships in France
and China. In addition, Aegon owns a Bermuda-based life insurer and generates value via a
strategic shareholding in a market leading Dutch insurance and pensions company.
Aegon’s
purpose of helping people live their best lives runs through all its activities. As a leading
global investor and employer, Aegon seeks to have a positive impact by addressing critical
environmental and societal issues. Aegon is headquartered in Schiphol, the Netherlands, domiciled
in Bermuda, and listed on Euronext Amsterdam and the New York Stock Exchange. More information
can be found at aegon.com.
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, focus, 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 the company’s 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:
- Changes
in general economic and/or governmental conditions, particularly in Bermuda, the United States,
the United Kingdom and, in relation to Aegon’s shareholding in ASR Nederland N.V.,
and Aegon’s asset management business, the Netherlands.
- Civil
unrest, (geo-) political tensions, military action or other instability in countries or geographic
regions that affect our operations or that affect global markets.
- Changes
in the performance of financial markets, including emerging markets, such as:
- 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.
- The
effects of declining creditworthiness of certain public sector securities and the resulting
decline in the value of government exposure that Aegon holds.
- The
impact from volatility in credit, equity, and interest rates.
Changes
in the performance of Aegon’s investment portfolio and a decline in the ratings of
Aegon’s counterparties.The
effect of tariffs and potential trade wars on trading markets and on economic growth, both
globally and in the markets where Aegon operates.The
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.The
lowering of one or more insurer financial strength ratings of Aegon’s insurance subsidiaries
and the adverse impact such action may have on the written premium, policy retention, profitability
and liquidity of its insurance subsidiaries.The
effect of applicable Bermuda solvency requirements, the European Union’s Solvency II
requirements, and applicable equivalent solvency requirements and other regulations in other
jurisdictions affecting the capital Aegon is required to maintain and our ability to pay
dividends.Changes
in the European Commission’s or European regulator’s position on the equivalence
of the supervisory regime for insurance and reinsurance undertakings in force in Bermuda.Changes
affecting interest rate levels and low or rapidly changing interest rate levels.Changes
affecting currency exchange rates, in particular the EUR/USD and EUR/GBP exchange rates.The
effects of global inflation, or inflation in the markets where Aegon operates.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, particularly in the United States, the United Kingdom, emerging markets
and, in relation to Aegon’s shareholding in ASR Nederland N.V. and Aegon’s asset
management business, the Netherlands.Catastrophic
events, either manmade or by nature – including, for example, acts of God, acts of
terrorism, acts of war and pandemics – could result in material losses and significantly
interrupt Aegon’s business.The
frequency and severity of insured loss events.Changes
affecting longevity, mortality, morbidity, persistence and other factors that may impact
the profitability of Aegon’s insurance products and management of derivatives.Aegon’s
projected results, which are highly sensitive to complex mathematical models of financial
markets, mortality, longevity, and other dynamic systems that are 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.Reinsurers
to whom Aegon has ceded significant underwriting risks may fail to meet their obligations.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.Customer
responsiveness to both new products and distribution channels.Third-party
information used by Aegon, which may prove to be inaccurate and/or change over time (as methodologies
and data availability and quality continue to evolve) and therefore impact our results and
disclosures.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 Aegon
does business) which may disrupt Aegon’s business, damage its reputation and adversely
affect its results of operations, financial condition and cash flows.Aegon’s
failure to swiftly, effectively, and securely adapt and integrate emerging technologies.The
impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual
items, including Aegon’s ability to complete, or obtain regulatory approval for, acquisitions
and divestitures, integrate acquisitions, and realize anticipated results from such transactions,
and its ability to separate businesses as part of divestitures. In particular, there is no
certainty or guarantee what the manner, timing, and potential impacts of the planned relocation
of the company’s legal domicile and head office to the United States will be, and if
such a relocation can be completed successfully.Aegon’s
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.Changes
in the policies of central banks and/or governments.Litigation
or regulatory action that could require Aegon to pay significant damages or change the way
Aegon does business.Competitive,
legal, regulatory, or tax changes that affect profitability, the distribution cost of, or
demand for, Aegon’s products.The
consequences of an actual or potential break-up of the European Monetary Union in whole or
in part and the potential consequences of European Union countries leaving the European Union.Changes
in laws and regulations, or the interpretation thereof by regulators and courts, including
as a result of comprehensive reform or shifts away from multilateral approaches to regulation
of global or national operations, particularly regarding those laws and regulations related
to ESG matters, those affecting, for example, the ability of Aegon’s operations to
hire and retain key personnel, the taxation of Aegon companies, the products Aegon sells,
the attractiveness of certain products to its consumers and Aegon’s intellectual property.Regulatory
changes relating to the pensions, investment, insurance industries and enforcing adjustments
in the jurisdictions in which Aegon operates.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 (such as Bermuda) or US federal
or state level financial regulation or the application thereof to Aegon.Changes
in accounting regulations and policies or a change by Aegon in applying such regulations
and policies, voluntarily or otherwise, which may affect Aegon’s reported results,
shareholders’ equity or regulatory capital adequacy levels.Rapid
changes in the landscape for ESG responsibilities, which lead to potential challenges by
private parties and governmental authorities, and/or changes in ESG standards and requirements,
including assumptions, methodology and materiality, or a change by Aegon in applying such
standards and requirements, voluntarily or otherwise, that may affect Aegon’s ability
to meet evolving standards and requirements, or Aegon’s ability to meet its sustainability
and ESG-related goals, or related public expectations, which may also negatively affect Aegon’s
reputation or the reputation of its board of directors or its management.Unexpected
delays, difficulties, and expenses in executing against Aegon’s environmental, climate,
or other ESG targets, goals and commitments, and changes in laws or regulations affecting
us, such as changes in data privacy, environmental, health and safety laws.Reliance
on third-party information in certain of Aegon’s disclosures, which may change over
time as methodologies and data availability and quality continue to evolve. These factors,
as well as any inaccuracies in third-party information used by Aegon, including in estimates
or assumptions, may cause results to differ materially and adversely from statements, estimates,
and beliefs made by Aegon or third parties. Moreover, Aegon’s disclosures based on
any standards may change due to revisions in framework requirements, availability of information,
changes in its business or applicable governmental policies, or other factors, some of which
may be beyond Aegon’s control. Additionally, Aegon's discussion of various ESG and
other sustainability issues in this document or in other locations, including on our corporate
website, may be informed by the interests of various stakeholders, as well as various ESG
standards, frameworks, and regulations (including for the measurement and assessment of underlying
data). As such, our disclosures on such issues, including climate-related disclosures, may
include information that is not necessarily "material" under US securities laws for SEC reporting
purposes, even if we use words such as "material" or "materiality" in relation to those statements.
ESG expectations continue to evolve, often quickly, including for matters outside of our
control; our disclosures are inherently dependent on the methodology (including any related
assumptions or estimates) and data used, and there can be no guarantee that such disclosures
will necessarily reflect or be consistent with the preferred practices or interpretations
of particular stakeholders, either currently or in future.
This
document contains information that qualifies, or may qualify, as inside information within
the meaning of Article 7(1) of the EU Market Abuse Regulation (596/2014). Further details
of potential risks and uncertainties affecting Aegon are included in its filings with the
Netherlands Authority for the Financial Markets and the US Securities and Exchange Commission,
including the 2025 Integrated 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.
1
Based on a EUR/USD exchange rate of 1.17755 as of May 7, 2026
- 20260508_PR_Aegon announces final results of tender offers for five series of subordinated
notes in EUR 380 million notional (https://ml-eu.globenewswire.com/Resource/Download/7ae6c929-f36e-4aa2-bc3c-bd4a55a1c735)
