On 30 June 2023, Aegon announced its intention to change its legal seat to Bermuda. As a result of the sale of its Dutch business to a.s.r., Aegon will no longer have a regulated insurance business in the Netherlands. DNB will therefore no longer be able to be Aegon's group supervisor, with group supervision to instead transfer to the Bermuda Monetary Authority (BMA). Aegon will maintain its headquarters in the Netherlands, will remain a Dutch tax resident and will continue to be listed on Euronext Amsterdam and on the New York Stock Exchange (NYSE). Aegon will also make certain amendments to its governance pursuant to becoming a Bermuda Ltd., including changing to a one-tier board.
The matter involved many interesting aspects such as:
- designing an unprecedented double cross border conversion: first a conversion from Aegon N.V. into Aegon S.A. - a Luxembourg entity - and subsequently from Aegon S.A. into Aegon Ltd. This was further complicated by the pending implementation of the Mobility Directive into Dutch law, which would have far reaching implications on the structure of the conversion if implemented prior to publication of the conversion proposal
- designing a new governance structure for Aegon Ltd that (i) continues to take into account the interests of Aegon and its stakeholders, (ii) applies well-recognized and accepted international governance standards and (iii) preserves the current governance to the extent possible and practical in view of the change in legal domicile
- extensive regulatory analysis and interaction with the various involved supervisors in order to arrive at a suitable solution for group supervision following the transaction with a.s.r.
- due to Aegon's US listing, a US prospectus is required for the change in legal domicile, impacting the potential timelines for implementation
- ensuring a set-up that would ensure that Aegon remains tax residence in the Netherlands, a key aspect for Aegon
The matter showcased perfectly the integrated offering by De Brauw, with MACM, Corporate Advisory, FMR, Tax, F&R, EEB and Litigation teams working together seamlessly to be able to advise Aegon on the myriad of questions and issues that arose during the project.