|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
|
Aegon Ltd. (Name of Issuer) |
Common Shares, par value EUR 0.12 per share (Title of Class of Securities) |
0076CA104 (CUSIP Number) |
J.O. van Klinken Aegonplein 50, 2591 TV, The Hague, P7, 2501 CB 31 610198362 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 0076CA104 |
| 1 |
Name of reporting person
Vereniging AEGON | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
284,282,445.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value EUR 0.12 per share | |
| (b) | Name of Issuer:
Aegon Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Aegonplein 50, 2591 TV, The Hague,
NETHERLANDS
, 2501 CB. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 11 ("Amendment No. 11") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on January 16, 1998 (as amended, the "Schedule 13D"), relating to the common shares, par value EUR 0.12 per share (the "Common Shares"), of Aegon Ltd., an exempted company with liability limited by shares organized under the laws of Bermuda (f/k/a Aegon N.V., a public limited company organized in the Netherlands) (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 to the Schedule 13D is hereby amended and supplemented as follows:
December 2023 Share Repurchase Agreement
As previously reported in Amendment No. 10, on December 8, 2023, the Reporting Person entered into a share repurchase agreement (the "December 2023 Share Repurchase Agreement")
with the Issuer, pursuant to which the Reporting Person agreed to participate in the second and third tranche of the Issuer's share buyback program (the "2023 SBB Program").
As part of the second tranche, the Issuer repurchased an aggregate of 14,643,049 Common Shares which were transferred in weekly installments between December 18, 2023 and April 8,
2024. The repurchases from the second tranche were for an aggregate consideration of EUR 79,119,196.13. As part of the third tranche, the Issuer repurchased an aggregate of 10,199,890
Common Shares which were transferred in weekly installments between April 9, 2024 and June 28, 2024. The repurchases from the third tranche were for an aggregate consideration of EUR 60,380,434.77.
July 2024 Share Repurchase Agreement
On July 8, 2024, the Reporting Person entered into a share repurchase agreement (the "July 2024 Share Repurchase Agreement") with the Issuer, pursuant to which the Reporting Person agreed
to participate in the Issuer's share buyback program (the "2024 SBB Program") and the Issuer agreed to repurchase a certain number of Common Shares from the Reporting Person for an
aggregate consideration equal to EUR 36,999,669.12. In aggregate, the Issuer repurchased 6,407,476 Common Shares, which was determined based on the daily volume-weighted average
price per Common Share on Euronext Amsterdam. The shares were transferred in weekly installments between July 8, 2024 and December 13, 2024. The Reporting Person entered into
the 2024 SBB so that its ownership of Common Shares as a percentage of the class would remain approximately the same before and after completion of the 2024 SBB Program.
The foregoing description of the July 2024 Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
December 2024 Common Shares B Repurchase
On December 16, 2024, the Issuer repurchased 36,371,440 Common Shares B from the Reporting Person for an aggregate amount of EUR 5,541,443.48, in order to align the aggregate
voting power of the Common Shares B held by the Reporting Person, as specified in the Voting Rights Agreement.
January 2025 Share Repurchase Agreement
On January 13, 2025, the Reporting Person entered into a share repurchase agreement (the "January 2025 Share Repurchase Agreement") with the Issuer, pursuant to which the Reporting
Person agreed to participate in the Issuer's share buyback program (the "2025 SBB Program") and the Issuer agreed to repurchase a certain number of Common Shares from the Reporting
Person for an aggregate consideration equal to EUR 20,000,000. The number of Common Shares that the Issuer will repurchase from the Reporting Person will be determined based on the daily
volume-weighted average price per common share on Euronext Amsterdam. The Reporting Person is entering into the January 2025 Share Repurchase Agreement so that its ownership of
Common Shares as a percentage of the class will remain approximately the same before and after completion of the 2025 SBB Program.
The foregoing description of the January 2025 Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover page is incorporated by reference to this Item 5.
The percent of class reported on the cover page is based on 1,583,862,954 Common Shares outstanding as of December 17, 2024.
The amounts reported in this Item 5 do not include the Common Shares B beneficially owned by the Reporting Person. The Reporting Person has the sole power to vote and dispose of 345,442,360 Common Shares B, which, when combined with the Common Shares reported above, give the Reporting Person the power to vote 32.64% of the total voting power of the Issuer. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. | |
| (c) | Except as described herein, during the past 60 days, the Reporting Person has not effected any other transactions with respect to the Common Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 to the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the July 2024 Share Repurchase Agreement and the January 2025 Share Repurchase Agreement and are incorporated herein by reference. A copy of each such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 to the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 4:
July 2024 Share Repurchase Agreement, dated as of July 8, 2024.
Exhibit 5:
January 2025 Share Repurchase Agreement, dated as of January 13, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|