Obligation Aegon 2.582% ( NL0000116168 ) en USD

Société émettrice Aegon
Prix sur le marché refresh price now   79.51 %  ▼ 
Pays  Pays-bas
Code ISIN  NL0000116168 ( en USD )
Coupon 2.582% par an ( paiement trimestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Aegon NL0000116168 en USD 2.582%, échéance Perpétuelle


Montant Minimal 1 000 USD
Montant de l'émission 500 000 000 USD
Cusip N00927DA3
Notation Standard & Poor's ( S&P ) BBB ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 15/04/2024 ( Dans 2 jours )
Description détaillée L'Obligation émise par Aegon ( Pays-bas ) , en USD, avec le code ISIN NL0000116168, paye un coupon de 2.582% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Aegon ( Pays-bas ) , en USD, avec le code ISIN NL0000116168, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







OFFERING CIRCULAR
AEGON N.V.
(incorporated in the Netherlands with its statutory seat in The Hague)
Euro 500,000,000 Perpetual Capital Securities
Issue price: 100 per cent.
(the "EUR Capital Securities")
USD 250,000,000 Perpetual Capital Securities
Issue price: 100 per cent.
(the "USD Capital Securities")
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to them in the Terms and Conditions.
The EUR Capital Securities and USD Capital Securities (together the "Securities") are perpetual securities and have no fixed redemption date.
However, the Securities may be redeemed in whole but not in part at the option of the Issuer at their principal amount together with any Outstanding
Payments on the Coupon Payment Date falling on 15 July, 2014 or any Coupon Payment Date thereafter. Prior redemption in case of tax events or for
regulatory purposes may apply, subject to Condition 7.
The Securities will bear a variable rate of interest on their outstanding principal amount from (and including) the Issue Date and will be payable
quarterly in arrears on 15 July, 15 October, 15 January, and 15 April of each year, subject to Condition 4 and 5. Payments (such term does not include
principal) may be deferred, as more fully described in Condition 4, but any Deferred Coupon Payment will immediately become due if the Issuer makes
payments on or purchases or redeems its Junior Securities or Parity Securities. Investors will always receive cash but the moneys to satisfy such
Deferred Coupon Payments may only be raised by the issue of its Ordinary Shares, which, when sold, will provide the cash amount due in respect of
Deferred Coupon Payments.
The Securities constitute direct, unsecured and subordinated securities of the Issuer as described in Condition 2.
This Offering Circular constitutes a prospectus for the purpose of the listing and issuing rules of Euronext Amsterdam N.V. Application has been made
for the listing of the Securities on the Official Segment of the Stock Market of Euronext Amsterdam N.V.
It is anticipated that the EUR Capital Securities will be quoted as a percentage of their principal amount of A100. It is anticipated that the USD Capital
Securities will be quoted as a percentage of their principal amount of USD 100.
The Securities are expected to be assigned, on issue, a rating of `A-' by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies,
Inc., and a rating of `A3' by Moody's Investors Service, Inc. A credit rating is not a recommendation to buy, sell or hold securities and may be subject
to revision, suspension or withdrawal at any time by the relevant rating organisation.
The Securities shall have denominations of A 100 and USD 100 each, as applicable. The Securities will be represented by two global securities (the
"Global Securities") in bearer form without interest coupons, in the principal amount of A 500,000,000 and USD 250,000,000. The Global Securities
will be deposited with Euroclear Netherlands and purchase transactions will be cleared through Euroclear Netherlands participants including Euroclear
and Clearstream. The Global Securities will not be exchangeable for definitive Securities in bearer form.
Global Coordinator
ABN AMRO
Syndicate for the EUR Capital Securities
Joint Bookrunners
ABN AMRO
Rabobank International
Co-lead managers
Barclays Capital
Credit Suisse First Boston
Deutsche Bank
HSBC
ING Financial Markets
JPMorgan
Merrill Lynch International
Morgan Stanley
The Royal Bank of Scotland
UBS Investment Bank
Syndicate for the USD Capital Securities
Joint Bookrunners
ABN AMRO
BNP PARIBAS
Citigroup
Co lead managers
Barclays Capital
Credit Suisse First Boston
Deutsche Bank
HSBC
ING Financial Markets
JPMorgan
Merrill Lynch International
Morgan Stanley
The Royal Bank of Scotland
UBS Investment Bank
The date of this Offering Circular is 13 July, 2004


TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ..................................................................................................
3
INVESTMENT CONSIDERATIONS..........................................................................................
5
SUMMARY ................................................................................................................................
8
TERMS AND CONDITIONS OF THE SECURITIES ..............................................................
13
AEGON N.V. ................................................................................................................................
33
NETHERLANDS TAXATION ....................................................................................................
59
SUBSCRIPTION AND SALE......................................................................................................
62
GENERAL INFORMATION........................................................................................................
65
2


IMPORTANT INFORMATION
Responsibility
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than those
contained in this document in connection with the offering of the Securities and, if given or made, such
information or representations must not be relied upon as having been authorised by the Issuer, the Trustee
or the Managers (as defined under `Subscription and Sale' below). Neither the delivery of this document nor
any sale made hereunder shall, under any circumstances, constitute a representation or create any implication
that there has been no change in the affairs of the Issuer or the Issuer and its subsidiaries (together the
"Group") since the date hereof. This document does not constitute an offer of, or an invitation by, or on
behalf of, the Issuer, the Trustee or the Managers to subscribe for, or purchase, any of the Securities. This
document does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation
by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised
or is unlawful.
Neither the Managers nor the Trustee have separately verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers, the Trustee or any of them as to the accuracy or completeness of the information
contained in this Offering Circular or any other information provided by the Issuer in connection with the
Securities or their distribution.
Incorporation by Reference
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
(a)
the publicly available annual report and the annual accounts of the Issuer in respect of the financial
year ended 31 December, 2003, 2002 and 2001 respectively;
(b)
the press release dated 12 May, 2004 relating to the financial results of the Issuer for the three months
ended 31 March, 2004;
(c)
the Articles of Association (statuten) of the Issuer as in force on the date of this Offering Circular;
(d) the 1983 Merger Agreement between the Issuer and Vereniging AEGON as amended by agreement
dated 26 May, 2003; and
(e)
the Preferred Shares Voting Rights Agreement between the Issuer and Vereniging AEGON dated 26
May, 2003.
Offering and Selling Restrictions
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Issuer, the Trustee or the Managers that any recipient of this
Offering Circular should purchase any of the Securities. Each investor contemplating purchasing Securities
should make its own independent investigation of the financial condition and affairs, and its own appraisal
of the creditworthiness, of the Issuer.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
the Securities may not be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Securities and on distribution of this
document, see `Subscription and Sale' below.
3


STABILISATION
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, ABN AMRO BANK N.V. MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE MARKET
PRICE OF THE SECURITIES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH
STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME (BUT WILL IN ANY
EVENT BE DISCONTINUED 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES).
Miscellaneous
All references in this document to "euro", and "C" refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community (signed in Rome on 25th March, 1957) as amended by the Treaty on European Union (signed
in Maastricht on 7 February, 1992). References to "USD" refer to the currency of the United States of
America.
4


INVESTMENT CONSIDERATIONS
The following is a summary of certain aspects of the Securities of which prospective investors should be
aware. This summary is not intended to be exhaustive and prospective investors should carefully consider
this summary in conjunction with the other information contained in this document.
Deferral
Optional deferral
The Issuer may at its discretion elect to defer any Payment (such term does not include principal) on the
Securities for any period of time subject to suspension of payment on Junior Securities and Parity Securities.
Any payment deferred pursuant to the Issuer's optional right to defer will bear interest at the Applicable
Coupon Rate. See more particularly described in `Terms and Conditions of the Securities­ 4. Deferrals (c)
Optional Deferral of Payments below.
Required deferral prior to the Issuer becoming subject to Capital Adequacy Regulations
If the Issuer determines that it is not Solvent or that payment of a Payment (such term does not include
principal) on the Securities will result in the Issuer becoming not Solvent, the Issuer will defer further
Payments on the Securities for any period of time subject to suspension of payment on Junior Securities and
Parity Securities or the Issuer becoming Solvent again. Any Payments so deferred will not accrue interest.
See more particularly described in `Terms and Conditions of the Securities ­ 4. Deferrals ­ (a) Required
Deferral of Payments prior to the Issuer becoming subject to Capital Adequacy Regulations' below.
Required deferral after the Issuer has become subject to Capital Adequacy Regulations
Upon the occurrence of a Regulatory Event and during the period such Regulatory Event is continuing, the
Issuer will defer further Payments (such term does not include principal) on the Securities for any period of
time subject to suspension of payment on Junior Securities and Parity Securities or the Issuer no longer being
subject to a Regulatory Event. Any Payments so deferred will not accrue interest. See more particularly
described in `Terms and Conditions of the Securities ­ 4. Deferrals ­ (b) Required Deferral of Payments after
the Issuer has become subject to Capital Adequacy Regulations' below.
Perpetual securities
The Issuer is under no obligation to redeem the Securities at any time and the Holders have no right to call
for their redemption.
Status, Subordination and Ranking
The Securities constitute direct, unsecured, subordinated securities of the Issuer and rank pari passu without
any preference among themselves. The rights and claims of the Holders under the Securities are subordinated
to the claims of Senior Creditors of the Issuer, present and future. On a winding-up (faillissement of
vereffening na ontbinding) of the Issuer the Securities will rank in priority to distributions on all classes of
share capital of the Issuer and will rank pari passu with each other and among themselves, but will be
subordinated in right of payment to the claims of Senior Creditors of the Issuer, present and future.
"Senior Creditors" means creditors of the Issuer:
(i)
who are unsubordinated creditors of the Issuer, or
(ii) whose claims are, or are expressed to be, subordinated (whether only in the event of the winding-up
(faillissement of vereffening na ontbinding) of the Issuer or otherwise) to the claims of unsubordinated
creditors of the Issuer but not further or otherwise; or
(iii) who are subordinated creditors of the Issuer other than those whose claims are, or are expressed to
rank, pari passu with, or junior to, the claims of the Holders.
5


Governmental Supervision and Regulation
The Issuer is currently not subject to regulation and laws which would require to maintain minimum required
levels of a solvency margin and/or a capital adequacy ratio. It is expected that the Issuer will in the future
become subject to supervisory or regulatory laws on the basis whereof it will be required to maintain
minimum required levels of a solvency margin/and or a capital adequacy ratio. The scope and impact of such
possible future supervisory or regulatory laws and regulations is not yet clear and any such future
supervisory or regulatory laws and regulations may have a material effect on the business, financial
condition and results of operations of the Issuer and the risks of Payments under the Securities being
deferred.
Redemption risk
Upon the occurrence of certain specified tax or regulatory events, or the Coupon Payment Date falling on 15
July 2014 or any Coupon Payment Date thereafter, the Securities may be redeemed at their principal amount
together with any Outstanding Payments (as defined in `Terms and Conditions of the Securities ­ 19.
Definitions'), subject as provided in `Terms and Conditions of the Securities ­ 7. Redemption and
Purchases'.
No limitation on issuing debt
There is no restriction on the amount of debt which the Issuer may issue which ranks senior to the Securities
or on the amount of securities which the Issuer may issue which ranks pari passu with the Securities. The
issue of any such debt or securities may reduce the amount recoverable by Holders on a winding-up
(faillissement of vereffening na ontbinding) of the Issuer and may increase the likelihood of a deferral of
Payments under the Securities.
Availability of shares
If the Issuer is to make a payment using the Alternative Coupon Satisfaction Mechanism (which is
mandatory if it concerns Deferred Coupon Payments and which the Issuer may elect to do in other cases)
and has an insufficient number of Ordinary Shares available for issue, then the Issuer's payment obligation
shall be suspended to the extent of such insufficiency until such time as sufficient shares are available to
satisfy all or part of the suspended payment obligation, as more particularly described in `Terms and
Conditions of the Securities ­ 6. Alternative Coupon Satisfaction Mechanism ­ (d) Reservation and
Insufficiency of Ordinary Shares'.
Market Disruption Event
If, in the event the Alternative Coupon Satisfaction Mechanism is applied (which is mandatory if it concerns
Deferred Coupon Payments and which the Issuer may elect to do in other cases), in the opinion of the Issuer
a Market Disruption Event in respect of its Ordinary Shares exists, the payment to Holders may be deferred
until the cessation of such market disruption, as more particularly described in `Terms and Conditions of the
Securities ­ 6. Alternative Coupon Satisfaction Mechanism ­(e) Market Disruption'. Any such deferred
payments shall bear interest at the Applicable Coupon Rate if the Market Disruption Event continues for 14
days or more.
Restricted remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any Holder for recovery of amounts owing in
respect of any Payment or principal in respect of the Securities will be the institution of proceedings for the
winding-up (faillissementsprocedure) of the Issuer and/or proving in such winding-up.
6


Set-off
Subject to applicable law, no Holder may exercise or claim any right of set-off in respect of any amount owed
to it by the Issuer arising under or in connection with the Securities and each Holder shall, by virtue of being
the holder of any Security, be deemed to have waived all such rights of set-off.
Absence of prior public markets
The Securities constitute an issue of new securities by the Issuer. Prior to this issue, there will have been no
public market for the Securities. Although application has been made for the Securities to be listed on the
Official Segment of the Stock Market of Euronext Amsterdam N.V. there can be no assurance that an active
public market for the Securities will develop and, if such a market were to develop, the Managers are under
no obligation to maintain such a market. The liquidity and the market prices for the Securities can be
expected to vary with changes in market and economic conditions, the financial condition and prospects of
the Issuer and other factors that generally influence the market prices of securities.
Downgrade in Ratings
Claims paying ability and financial strength ratings are factors in establishing the competitive position of
insurers. A rating downgrade (or the potential for such a downgrade) of the Issuer or any of its rated
insurance subsidiaries could, among other things, materially increase the number of policy surrenders and
withdrawals by policyholders of cash values from their policies, adversely affect relationships with broker-
dealers, banks, agents, wholesalers and other distributors of the products and services of the Issuer and its
group companies, negatively impact new sales and adversely affect the ability of the Issuer and its group
companies to compete and thereby have a material adverse effect on the business, results of operations and
financial condition of the Issuer and its group companies. Negative changes in credit ratings may increase
the cost of funding of the Issuer and its group companies and reduce the market price and liquidity of the
Securities.
7


SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the Securities and the
Trust Deed and insofar as it refers to the Terms and Conditions of the Securities is qualified by the more
detailed information contained elsewhere in this document. Defined terms used herein have the meaning
given to them in `Terms and Conditions of the Securities'.
Issuer
AEGON N.V.
Trustee
ATC Financial Services B.V.
Issue Size
A 500,000,000 and USD 250,000,000
Issue Price
100 per cent. for the EUR Capital securities and 100 per cent. for the
USD Capital Securities
Redemption
The Securities are perpetual securities and have no maturity date. The
Securities may be redeemed in whole but not in part at the option of the
Issuer at their principal amount, together with any Outstanding
Payments on the Coupon Payment Date falling on 15 July 2014 or on
any Coupon Payment Date thereafter.
Interest
The EUR Capital Securities will bear a variable rate of interest from
(and including) the Issue Date (the "EUR Coupon Rate"). The EUR
Coupon Rate payable from time to time in respect of the EUR Capital
Securities will be determined on each EUR Interest Determination Date
for the next succeeding Coupon Period and shall be the linear
interpolated effective yield on the relevant EUR Interest Determination
Date for two Dutch state loans with remaining terms most closely
corresponding to 10 years (as from such EUR Interest Determination
Date) (the "EUR Reference Loans") plus 0.1 per cent.. The first EUR
Interest Determination Date is two days before the Issue Date and the
first Coupon Period runs from and including the Issue Date to but
excluding 15 October, 2004.
If on any EUR Interest Determination Date EUR Reference Loans are
not available, the EUR Coupon Rate payable on the EUR Capital
Securities will be calculated on the basis of the interpolated effective
yield on the relevant EUR Interest Determination Date for two loans
which are as much as possible identical in terms of yield, nature,
remaining term and creditworthiness of the borrowers thereunder to the
EUR Reference Loans (the "EUR Substitute Bonds").
If the EUR Coupon Rate in respect of any Coupon Period determined
in accordance with the above provisions is greater than 8.0 per cent.,
the EUR Coupon Rate for such Coupon Period shall be 8.0 per cent..
The USD Capital Securities will bear a variable rate of interest from
(and including) the Issue Date (the "USD Coupon Rate"). The USD
Coupon Rate payable from time to time in respect of the USD Capital
Securities will be determined on each USD Interest Determination Date
for the next succeeding Coupon Period and shall be USD CMS-10 year
plus 0.1 per cent..
"USD-CMS-10 year" means that the rate for a Reset Date will be the
arithmetic mean of the bid and offered swap rate quotations published
on the Telerate Page 42276 under the heading "RATES AS AT 11:00
EST (16:00 GMT)", for, designated maturity of ten years as of 11:00
8


a.m., New York City time, on the USD Interest Determination Date. If
such rate does not appear on the Telerate Page 42276, the rate for that
Reset Date will be a percentage determined on the basis of the mid-
market semi-annual swap rate quotations provided by the Reference
Banks at approximately 11:00 a.m., New York City time, on the USD
Interest Determination Date and, for this purpose, the semi-annual
swap rate means the mean of the bid and offered rates for the semi-
annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-
floating U.S. Dollar interest rate swap transaction with a term equal to
the designated maturity of ten years commencing on that Reset Date
and in a representative amount with an acknowledged dealer of good
credit in the swap market, where the floating leg, calculated on an
Actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a
designated maturity of three months. The Calculation Agent will
request the principal New York City office of each of the Reference
Banks to provide a quotation of the relevant Reference Bank's rate. If
at least three quotations are provided, the rate for that Reset Date will
be the arithmetic mean of the quotations, eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest). The
Reference Banks will be selected by the Calculation Agent and will be
five leading swap dealers in the New York City inter-bank market.
If the USD Coupon Rate in respect of any Coupon Period determined
in accordance with the above provisions is greater than 8.5 per cent.,
the USD Coupon Rate for such Coupon Period shall be 8.5 per cent..
Coupon Payment Dates
Subject as described below, Coupon Payments will be payable
quarterly in arrear on 15 April,15 January,15 October and 15 July of
each year (each a `Coupon Payment Date') from (and including) 15
October, 2004.
Status and Subordination
The Securities constitute direct, unsecured and subordinated securities
of the Issuer. The rights and claims of the Holders under the Securities
are subordinated to the claims of Senior Creditors of the Issuer, present
and future.
Condition of Payment
No payment in respect of the Securities shall be payable except to the
extent that the Issuer is Solvent or not subject to a Regulatory Event, as
applicable, and could make such payment and still be Solvent or still
not be subject to a Regulatory Event, as applicable, immediately
thereafter.
Winding-up Claims
The Securities will rank on a winding-up (faillissement of vereffening
na ontbinding) of the Issuer in priority to distributions on all classes of
share capital of the Issuer and will rank pari passu with each other and
among themselves, but will be subordinated in right of payment to the
claims of Senior Creditors of the Issuer, present and future.
Required Deferral Payment
Prior to the Issuer becoming subject to Capital Adequacy Regulations
If the Issuer determines on the 20th Business Day prior to the date, on
which any Payment (such term does not include principal) would in the
absence of deferral in accordance with Condition 4 of the Terms &
Conditions, be due and payable, that it is not Solvent or that payment
of the relevant Payment, or part thereof would result in the Issuer
9


becoming not Solvent, the Issuer must defer such Payment or such part
thereof, as the case may be.
Any Payment so deferred may be satisfied at any time by the Issuer
giving not less than 16 Business Days prior notice of such satisfaction
(provided that at the time of satisfying such payment, the Issuer is
Solvent). Unless the Issuer elects to further defer such Payment
pursuant to its optional right to defer referred to below, a Payment so
deferred must be satisfied on the Coupon Payment Date next following
the 19th Business Day after the Issuer determines that it has become
Solvent and that such Payment would not result in it becoming not
Solvent again. No interest will accrue on Payments being mandatorily
deferred.
After the Issuer has become subject to Capital Adequacy Regulations
If the Issuer determines on the 20th Business Day prior to the date, on
which any Payment (such term does not include principal) would in the
absence of deferral in accordance with Condition 4 of the Terms &
Conditions, be due and payable, that it is subject to a Regulatory Event
or that payment of the relevant Payment, or part thereof, would result
in the Issuer becoming subject to a Regulatory Event, the Issuer must
defer such Payment or such part thereof, as the case may be.
Any Payment so deferred may be satisfied at any time by the Issuer
giving not less than 16 Business Days prior notice of such satisfaction
(provided that at the time of satisfying such payment, the Issuer is not
longer subject to a Regulatory Event). Unless the Issuer elects to
further defer such Payment pursuant to its optional right to defer
referred to below, a Payment so deferred must be satisfied on the
Coupon Payment Date next following the 19th Business Day after the
Issuer determines that it no longer is subject to a Regulatory Event and
that such Payment would not result in it becoming subject to a
Regulatory Event again. No interest will accrue on Payments being
mandatorily deferred.
Optional Deferral of Payments
The Issuer may elect to defer any Payment (such term does not include
principal) on the Securities for any period of time. However if the
Issuer makes this election, the deferred payment will bear interest at the
Applicable Coupon Rate for the full period of optional deferral.
Deferred and Future
Any Payment which has been deferred will become immediately due
Interest Payments
and payable if the Issuer makes payments on or purchases or redeems
any Junior Securities or Parity Securities (except where it concerns a
payment, purchase or redemption which the Issuer is obliged to make
pursuant to its Articles of Association as they read prior to the relevant
deferral or equity swap, forward, repo or equity derivative transactions
concluded by the Issuer prior to the relevant deferral). Furthermore any
payment on or purchase or redemption of Ordinary Shares or any other
Junior Securities(except where it concerns a payment, purchase or
redemption which the Issuer is obliged to make pursuant to its Articles
of Association as they read prior to the relevant deferral or equity swap,
forward, repo or equity derivative transactions concluded by the Issuer
prior to the relevant deferral) will result in full mandatory payments for
the next four Coupon Periods or next two Coupon Periods, as
applicable, assuming such payment to be for a full year or two Coupon
Periods, as applicable. Any payment on any Parity Securities will result
10