2023 annual report
7.9.3Additional information
1. Mergers and Acquisitions

On 4 July 2023, a.s.r. finalised the transaction to combine business activities of a.s.r. and Aegon Nederland after the Consumer & Market Authority has approved the new combination and the Dutch Central Bank and the European Central Bank have issued a statement of no objection. As part of the transaction, Aegon received 2.2 billion cash proceeds and a 29.99% stake in a.s.r.

2. Capital Market transactions

As part of the funding for the Aegon Netherlands transaction, on 22 November 2022 a.s.r. issued a 1 billion subordinated Tier 2 capital instrument (“Tier 2 Notes”). As the issue was specifically earmarked to fund the Aegon Netherlands transaction, the Tier 2 Notes were not included in the Solvency position up until the closing of the Aegon transaction. With the closing on 4 July 2023, the full issue was included in the Solvency position of the Group.

As part of the Aegon Netherlands transaction, a.s.r. delivered 63,298,394 newly issued ordinary shares to Aegon Ltd. The shares are listed and admitted to trading on Euronext Amsterdam as of 6 July 2023. With the issuance of the new share capital, the amount of issued and outstanding shares of a.s.r. stood at 211,065,001 ordinary shares, of which Aegon holds 29.99%.

On 5 December 2023, a.s.r. issued a 600 million inaugural green senior bond. The green senior bond has a maturity of 5 years. The bond was priced at 100 basis points over 5 year mid-swap rate, with a fixed rated coupon of 3.625%. The green senior bond offering is the inaugural issuance under the a.s.r. Green Finance Framework. The bond is not eligible as capital under the Solvency II framework, but does increase a.s.r.’s funding opportunities.

3. Share buyback programme

Upon announcement of the Aegon transaction, a.s.r. announced that the share buy back programme would be halted, in line with policy. a.s.r.’s capital management states that any additional capital distribution shall be considered in the light of opportunities for larger acquisitions and will be conditional upon our Solvency II ratio (based on the partial internal model) to remain above 175%, as a.s.r. aims to maintain a robust balance sheet. Any additional distribution will be financed from the available OCC, taking into account the regular dividend, room for potential bolt-on acquisitions and re-risking.

4. Dividend

a.s.r. has proposed a total dividend per share of 2.89 over the full year 2023 (2022: 2.70 per share). Taking into account the interim dividend of 1.08 per share, the final dividend amounts to 1.81 per share. The final dividend amounts to 382 million based on the number of shares per 31 December 2023. a.s.r. maintains a progressive dividend policy which increases dividend by mid to high single digit annual growth until 2025.