As filed with the U.S. Securities and Exchange Commission on August 17, 2023
Registration No. 333-273041
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEGON N.V.1
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
The Netherlands | 6311 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Aegonplein 50
PO Box 85
2501 CB The Hague
The Netherlands
+31-70-344-8305
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
Andrew S. Williams
Senior Vice President and General Counsel
Transamerica Corporation
1201 Wills Street, Suite 800
Baltimore, MD 21231
(443) 475-3243
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
Copies to:
A. Peter Harwich, Esq. Paul M. Dudek, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 | J. Onno van Klinken General Counsel and Member of Management Board Aegon N.V. Aegonplein 50 PO Box 85 2501 CB The Hague The Netherlands | Reinier Kleipool De Brauw Blackstone Westbroek N.V. Claude Debussylaan 80 1082 MD Amsterdam The Netherlands |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-273041
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
1 | In connection with the consummation of the redomiciliation transactions described in the registration statement, Aegon N.V. will be renamed and converted into Aegon S.A., a Luxembourg public limited liability company (société anonyme), and subsequently renamed and converted into Aegon Ltd., a Bermuda exempted company with liability limited by shares. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 amends the Registration Statement on Form F-4 (Registration No. 333-273041) (as amended prior to the date hereto, the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on July 21, 2023, of Aegon N.V., which will be converted to Aegon Ltd. following the consummation of the steps described in the Registration Statement.
This Post-Effective Amendment No. 1 is being filed for the purposes of replacing Exhibit 3.3: Form of Bermuda Bye-laws of Aegon Ltd., previously filed with the Registration Statement, with a revised Form of Bermuda Bye-laws of Aegon Ltd., which supersedes the Form of Bermuda Bye-laws of Aegon Ltd. previously filed as Exhibit 3.3. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibit.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
See the Exhibit Index on the page immediately before the signature page for a list of exhibits filed as part of this registration statement on Form F-4, which Exhibit Index is incorporated herein by reference.
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EXHIBIT INDEX
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Incorporation by Reference | ||||||||||
Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | |||||
23.2*** | Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1). | F-4 | 333-273041 | 23.2 | June 30, 2023 | |||||
23.3*** | Consent of Latham & Watkins LLP (included in Exhibit 8.1). | F-4 | 333-273041 | 23.3 | June 30, 2023 | |||||
23.4*** | Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 8.2). | F-4 | 333-273041 | 23.4 | June 30, 2023 | |||||
24.1*** | Power of Attorney (included on signature page to the initial filing of the Registration Statement). | F-4 | 333-273041 | 24.1 | June 30, 2023 | |||||
107*** | Filing Fee Table. | F-4 | 333-273041 | 107 | June 30, 2023 |
* | Filed herewith. |
** | To be filed by amendment or a future filing that is incorporated by reference herein. |
*** | Previously filed. |
† | Certain information in this agreement and its schedules has been omitted in accordance with Item 601(a)(5) of Reg S-K, but will be furnished supplementary to the SEC upon request. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, the Netherlands, on the 17th day of August, 2023.
Aegon N.V. | ||
By: | /s/ Eilard Friese | |
Name: | Eilard Friese | |
Title: | Chief Executive Officer, Executive Director |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Eilard Friese Eilard Friese | Chief Executive Officer, Executive Director (Principal Executive Officer) | August 17, 2023 | ||
* Matthew J. Rider | Chief Financial Officer, Executive Director (Principal Financial and Principal Accounting Officer) | August 17, 2023 | ||
* William L.A. Connelly | Supervisory Director | August 17, 2023 | ||
* Mark A. Ellman | Supervisory Director | August 17, 2023 | ||
* Jack McGarry | Supervisory Director | August 17, 2023 | ||
* Caroline Ramsay | Supervisory Director | August 17, 2023 | ||
* Thomas Wellauer | Supervisory Director | August 17, 2023 | ||
* Corien M. Wortmann-Kool | Supervisory Director | August 17, 2023 | ||
* Dona D. Young | Supervisory Director | August 17, 2023 | ||
* Karen Fawcett | Supervisory Director | August 17, 2023 |
*By: | /s/ J.O. van Klinken | |
Name: | J.O. van Klinken | |
Title: | Attorney-in-fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of Aegon N.V., has signed this registration statement on the 17th day of August, 2023.
Transamerica Corporation | ||
By: | /s/ Andrew S. Williams | |
Name:Andrew S. Williams | ||
Title: Senior Vice President and General Counsel |
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