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news and press Press releases a.s.r. announces intention to issue benchmark size subordinated notes (Tier 2)
Press Utrecht 14 November 2022 09:00 EU/Amsterdam

a.s.r. announces intention to issue benchmark size subordinated notes (Tier 2)

Today, ASR Nederland N.V. ('a.s.r.') announced the intention, subject to market conditions, to issue a Euro denominated 21NC11 callable Tier 2 capital instrument (“Tier 2 Notes”), following investors calls commencing on Monday 14 November 2022. The Tier 2 Notes will have a fixed-rate coupon (resettable after 11 years). The Tier 2 Notes offering is intended to partly finance the business combination with Aegon N.V. ("Aegon") to create a leading insurer in the Netherlands, as announced on 27 October 2022 (the "Transaction").

The Transaction includes all insurance activities (Life, Pensions and Non-life), the mortgage-origination and servicing operations, the distribution and services entities and the banking business of Aegon Nederland N.V. Total consideration amounts to € 4.9 billion and comprises of i) newly issued ordinary shares to Aegon (29.99% interest in a.s.r. at closing of the Transaction) and ii) a cash consideration of € 2.25 billion1. The cash consideration is expected to be funded through existing surplus capital, the executed placement of ordinary shares on 28 October 2022 amounting to € 586 million of proceeds and the issuance of various instruments which may include Solvency II compliant debt instruments, including the announced Tier 2 Notes, subject to market conditions.

The Tier 2 Notes are expected to be rated BBB- by S&P (intermediate equity content).

a.s.r. has mandated ABN AMRO, BNP Paribas, HSBC and UBS Investment Bank to act as Joint Lead Managers on its intended Tier 2 Notes issuance, with UBS Investment Bank acting as Structuring Agent.

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

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