Supplemental offering circular EUR 450,000,000 perpetual ... - Aegon
Supplemental offering circular EUR 450,000,000 perpetual ... - Aegon
Supplemental offering circular EUR 450,000,000 perpetual ... - Aegon
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(f)<br />
(g)<br />
the 1983 Merger Agreement between the Issuer and Vereniging AEGON as amended by<br />
agreement dated 26 May, 2003; and<br />
the Preferred Shares Voting Rights Agreement between the Issuer and Vereniging AEGON<br />
dated 26 May, 2003.<br />
U.S. Tax Legend<br />
8. the Additional Securities will carry a legend to the following effect: “Any United States person who<br />
holds this obligation will be subject to limitations under the United States income tax laws, including<br />
the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code’’. The sections<br />
referred to in such legend provide that United States persons, with certain exceptions, will not be<br />
entitled to deduct any loss, and will not be entitled to capital gains treatment with respect to any gain,<br />
realised on any sale, exchange or redemption of an Additional Capital Security.<br />
Subscription<br />
9. Under a subscription agreement entered into by the Issuer on 13 October 2004 (the “<strong>EUR</strong><br />
Subscription Agreement”), ABN AMRO Bank N.V., Coöperatieve Centrale Raiffeisen-<br />
Boerenleenbank B.A. and ING Bank N.V. (together the “<strong>EUR</strong> Managers”) have agreed to subscribe<br />
for the Additional <strong>EUR</strong> Capital Securities at the issue price of 100 per cent. The Issuer has agreed to<br />
pay to the <strong>EUR</strong> Managers a combined management, underwriting and selling commission of 2 per<br />
cent. The Subscription Agreement is subject to termination in certain circumstances prior to payment<br />
to the Issuer.<br />
Under a subscription agreement entered into by the Issuer on 13 October 2004 (the “Subscription<br />
Agreement”), ABN AMRO Bank N.V., BNP Paribas, Citigroup Global Markets Limited and HSBC<br />
Bank Plc (together the “USD Managers”) have agreed to subscribe for the Additional USD Capital<br />
Securities at the issue price of 100 per cent. The Issuer has agreed to pay to the USD Managers a<br />
combined management, underwriting and selling commission of 2 per cent. The USD Subscription<br />
Agreement is subject to termination in certain circumstances prior to payment to the Issuer.<br />
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