Event Publicly Available Information:
Is there a Successor to Aegon N.V.?
The Eligible Market Participant noted for the potential DC Question that:
In September 2023, Aegon N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands, changed its legal domicile to Bermuda and became Aegon Ltd. As Dutch law currently does not facilitate a direct change of legal domicile of a Dutch public limited liability company (such as Aegon N.V.) to a jurisdiction outside the EEA, Aegon N.V. firstly changed its legal domicile to Luxembourg, which is a jurisdiction within the EEA that does facilitate a change of legal domicile to a jurisdiction outside the EEA, and became Aegon S.A. (a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg). Following such conversion, and as the final step, Aegon S.A. changed its legal domicile to Bermuda and became Aegon Ltd. (a Bermudan limited company). Please could the EMEA DC consider whether there is a Successor to Aegon N.V. or if the original company (i.e. Aegon N.V.) still exists, despite the change to its legal seat, and as such this event should rather be treated as a rename event.
The Eligible Market Participant also submitted the items below as supporting information for the potential DC Question.
Press release dated 29 September 2023 - https://www.aegon.com/newsroom/news/press-releases/2023/egm-29-first-approval?secureweb=Acrobat
Press release dated 30 September 2023 - https://www.aegon.com/newsroom/news/press-releases/2023/redomiciliation-bermuda-completed?secureweb=Acrobat
Redomiciliation documents - https://www.aegon.com/investors/redomiciliation
| Date | Description | Document |
|---|---|---|
| Closed | EMEA DC Meeting Statement – 14 December 2023 The EMEA DC has considered the DC Question in respect of Aegon N.V. (a Dutch entity, the Reference Entity) in respect of 2014 Transactions. Based on the public information submitted by the Eligible Market Participant, on 30 September 2023, Aegon N.V. was first redomiciled to Luxembourg as Aegon S.A., and then Aegon S.A. was redomiciled to Bermuda as Aegon Ltd. (the Redomiciliation). In respect of each step of the Redomiciliation, the supporting information published by the Reference Entity states that the Reference Entity retained its legal personality without interruption and continued to exist, and also retained all assets, liabilities, rights, obligations and other legal relationships. On this basis, the EMEA DC determined that no Succession has occurred with respect to Aegon N.V., which continues to exist as Aegon Ltd. (albeit in Bermuda in a new legal form), because no Relevant Obligations had been transferred to another legal entity. Following the approach the EMEA DC adopted in relation to the recent re-incorporation of Compagnie Financière Michelin SA into Compagnie Financière Michelin, société par actions simplifiée and the conversions of Constellium N.V. into Constellium SE, Vivendi into Vivendi SE and Linde AG into Linde GmbH, the EMEA DC determined that Credit Derivative Transactions that specified Aegon N.V. as the Reference Entity should instead be read as specifying Aegon Ltd. This is because Aegon Ltd. is the same legal entity as Aegon N.V. | |
| Request Accepted by DC | Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee. Please refer to EMEA_DC_Standing_Resolution_210610. | |
| Pending DC Consent |