REG - Standard Life plc Aegon Ltd - Proposed acquisition of Aegon UK

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RNS Number : 5549A  Standard Life plc  15 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION OTHER THAN THE UNITED KINGDOM
("UK") WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Standard Life announces acquisition of Aegon UK

Strategically and financially compelling transaction that accelerates our
vision to be the UK's leading retirement savings and income business

Standard Life plc ("Standard Life" or the "Company" and, together with its
subsidiaries, the "Group") today announces that it has entered into an
agreement to acquire Aegon UK plc ("Aegon UK"), containing the UK insurance
and pensions operations of Aegon Europe Holding B.V. ("Aegon") (the
"Transaction"), for a total consideration of £2.0 billion.

The Transaction will be funded through a combination of debt, cash and the
issue of new ordinary shares in Standard Life (representing approximately
15.3% of the Group's enlarged share capital) to Aegon on completion, with
Standard Life welcoming Aegon as a new strategic shareholder and asset
management partner.

Key Transaction Highlights

·      Creates UK's largest retirements savings and income business:

-       Combined group to become #2 in UK Workplace and #2 in UK
Retail(1)

-       Enlarged group will have 16m customers and Assets Under
Administration ("AUA") of c.£480bn

·      Significantly strengthens Standard Life's Pension and Savings
capabilities and customer offering:

-       Increases advice, distribution and digital capabilities across
Workplace and Retail

-       Transforms adviser offering by securing a proven platform

-       Enhances ability to meet evolving customer needs

·      Materially unlocks value and accelerates the shift to
capital-light:

-       Delivers total net synergy value of £0.8bn, comprised of £110m
of run-rate pre-tax cost synergies and c. £340m of one-off capital synergies,
underpinned by Standard Life's experience in large and complex life insurance
integrations

-       Operating profit contribution from capital-light, fee based
growth earnings increases from 47% as at FY25 standalone, to 57%(2) for the
enlarged group (on a pro-forma basis post synergy realisation)

·      Unlocks attractive financial outcomes that creates value for
shareholders:

-       Cash: +£160m Operating Cash Generation(3) growing in line with
our mid-single digit % guidance and incremental excess cash generation of
£0.4bn over 5 years (after financing and one-off costs) increasing future
flexibility to invest or return capital

-       Capital: Maintain position at upper end of Solvency II Coverage
Ratio

-       Earnings: +£190m IFRS adjusted operating profit(4) and
mid-single digit accretive to adjusted operating EPS by 2029(5)

·      An efficient funding structure that maintains Standard Life's
capital strength:

-       Attractive valuation - 0.83x P/UT1 on the basis of Aegon UK UT1
of £2.4bn for FY2025

-       Combination of debt, cash and newly issued shares consistent
with existing Solvency II (SII) leverage ratio target of c.30%

 

Commenting on the Transaction, Andy Briggs, Group CEO of Standard Life, said:

"Our agreement to acquire Aegon UK significantly accelerates our vision to be
the UK's leading retirement savings and income business. We will be in an even
stronger position to meet the evolving needs of our 16 million customers with
enhanced digital, advice and distribution capabilities across Workplace and
Retail, strengthening our standing in one of the world's most attractive
markets. Furthermore, the transaction accelerates our shift to capital-light
whilst strengthening our cash, capital and earnings position to create
increased value for shareholders.

With financial wellbeing at the heart of everything it does, Aegon UK's values
and culture are aligned with our own. Together, we will not only be stronger,
we will be better - helping our customers achieve better outcomes and greater
financial security in later life. I look forward to welcoming everyone at
Aegon UK to Standard Life in due course and working together to capture the
huge potential in front of us."

Lard Friese, Aegon CEO, commented:

"Standard Life is the right owner for Aegon UK: we share the same values and a
strong commitment to customers, and together the businesses will create the
UK's largest retirement savings and income provider. The businesses are
complementary and the combination offers an excellent outcome for Aegon UK's
customers and colleagues. Aegon's shareholding will provide an opportunity to
participate in the future success of the enlarged group."

Key Terms of the Transaction

·      Under the terms of the Transaction, Standard Life will acquire
100% of Aegon UK for a total consideration of £2.0bn. The consideration
implies a valuation of 0.83x Price to UT1 for Aegon UK of £2.4bn as at FY25.

·      The total consideration will be financed through:

o  cash consideration of £750m, financed through a combination of £650m
debt issuance to be issued prior to completion and cash resources; and

o  the issuance to Aegon of 181.1m newly issued shares in Standard Life at
completion of the Transaction ("Completion").

·      The number of shares to be issued by Standard Life to Aegon has
been determined using a 30-day Volume Weighted Average Price as at the time of
Standard Life's binding offer of 690 pence.

·      Newly issued shares to Aegon on Completion will result in Aegon
becoming a 15.3% shareholder in the enlarged group. This holding is subject to
a lock up ending on the earlier of: (a) 18 months from Completion; and (b) the
completion of the re-domiciliation of Aegon's ultimate holding company to the
US (expected to be 1 January 2028).

·      The relationship agreement with Aegon entitles Aegon to appoint a
non-executive director to the Board and underpins the strategic asset
management partnership between Aegon and Standard Life

·      The transaction is subject to certain regulatory conditions and
is expected to complete around end 2026.

·      Standard Life's existing strategic shareholders, MS&AD
Insurance Group Holdings, Inc and Aberdeen Group Plc are supportive of the
strategy and remain committed to their shareholdings. The potential for
significant value creation of the enlarged group is attractive for them, and
we look forward to continuing the development of our already close association
with both.

Strategic Impacts of the Transaction

·      The combination of these two highly complementary businesses
accelerates Standard Life's vision to be the UK's leading retirement savings
and income business and the shift towards capital-light, Pensions and Savings
earnings.

·      Standard Life's commitment to allocating £200m capital per annum
to annuities is unchanged by the Transaction and the Group continues to
explore opportunities to participate further in the attractive pension risk
transfer market in a capital-light way.

Workplace: Transaction elevates Standard Life to #2 player in growing UK
market

·      Establishes Standard Life as the UK's second largest workplace
pensions platform by assets; adding £74bn AUA and 2.1m customers(6) to the
existing £71bn Workplace offering.

·      Strengthens the proposition through innovative accumulation and
at retirement offerings, supporting employers and members across the full
savings lifecycle.

·      Enhances customer service through technology enabled
administration and telephony, underpinned by a shared focus on customer
excellence and consistent outcomes.

·      Expands administration and distribution capabilities through
increased reach across corporate advisers and adviser-led employer segments, a
structurally growing part of the UK Defined Contribution market.

·      Improves end to end workplace outcomes by linking savings,
engagement and service more effectively with downstream retail consolidation
and decumulation pathways.

·      £18bn pro-forma gross annual flows for year ending 31 December
2025.

 

Retail: Transaction transforms Standard Life into #2 player in the UK market

·      Transforms Standard Life from a smaller retail provider to the
UK's second largest retail pensions and savings platform by assets; adding
£86bn AUA and 1.8m(6) customers.

·      Creates a modern, scaled adviser led retail proposition,
underpinned by a robust adviser platform that strengthens defence against
outflows and supports sustainable growth.

·      Enhances Standard Life's product offering through a broader suite
of savings and investment solutions, including the potential to integrate tax
wrappers such as offshore and onshore bonds, delivering a more differentiated
market proposition.

·      Strengthens customer and adviser engagement through digital
tooling and AWS enabled data capabilities, supporting more informed decision
making and optimised customer and adviser experiences.

·      Leverages combined digital infrastructure by integrating the
sophistication of Mylo with Standard Life's digital platforms, enabling
consolidation, personalised communication and pre retirement guidance.

·      Aegon UK allows Standard Life to increase the accessibility of
our off platform solutions through Standard Life's platform technology, and
complements and increases accessibility for Financial Advisers.

·      £12bn pro-forma gross annual flows for year ending 31 December
2025.

 

Financial Impacts of the Transaction

·      Adds approximately £160bn of AUA and 3.8m customers to Standard
Life, creating an enlarged group with approximately £480bn of AUA and 16m
customers, establishing Standard Life as the UK's largest retirement savings
and income business.

·      Expected to increase Group Operating Cash Generation by £160m
per annum and IFRS adjusted operating profit by approximately £190m per
annum, and to deliver £400m of additional excess cash over the five years
following Completion, increasing financial flexibility.

·      Any excess cash generated will be allocated in line with Standard
Life's existing capital allocation framework.

·      Expected to unlock significant long‑term shareholder value
through recurring and non‑recurring synergies:

o  Recurring pre‑tax cost synergies of £110m per annum, with over half
delivered by end‑2029 and the remainder by end‑2031, primarily from
rationalisation of combined group operations and head office costs and
alignment of operating platforms and proposition.

o  Non‑recurring capital synergies of £340m, expected to arise from
capital diversification benefits and harmonisation of capital models.

o  One‑time post‑tax integration costs of approximately £0.3bn, together
with £0.1bn of additional post-tax separation costs.

o  The total net synergy value of £0.8bn comprises capital synergies and the
implied value of cost synergies (calculated as after‑tax annual synergies
capitalised over a 10‑year period), net of integration and separation costs.

·      Expected to be mid‑single digit accretive to adjusted operating
earnings per share by 2029.

·      Financing structure maintains balance sheet strength, consistent
with the Group's c.30% Solvency II leverage target.

·      On Completion, the Transaction is anticipated to deliver a
single‑digit uplift to the Shareholder Capital Coverage Ratio (SCCR) and a
£1.25 billion increase in IFRS shareholders' equity.

·    Expected to further underpin the Group's progressive and sustainable
dividend policy on a per‑share basis

 

Aegon UK is a leading UK savings and retirement platform

·      Aegon UK operates a scaled, interconnected platform model across
Workplace, Adviser and Advice, which supports customer acquisition,
consolidation flows and recurring fee‑based income:

o  The Workplace platform: Provides retirement solutions for large and
medium‑sized employers and holds a top‑five market position.

o  The Adviser platform: A top‑10 UK platform for long‑term savings and
investment solutions, with a strategic focus on Target-500 adviser firms that
drive the majority of gross flows.

o  The Advice franchise: Delivers financial planning guidance and regulated
advice to Workplace customers and corporate partners and supports net flows
into the Adviser platform.

·      Aegon UK operates in structurally expanding areas of the UK
long‑term savings and retirement market and leverages its interconnected
platform model to drive increased customer flows, higher combined AuA and
enhanced remittances over time.

 

Standard Life Board Statement

The board of directors of the Company (the "Board") believes that the
Transaction is in the best interests of the shareholders of Standard Life as a
whole.

UK Listing Rules

The Transaction, due to its size in relation to Standard Life, constitutes a
"significant transaction" for Standard Life for the purposes of the UK Listing
Rules of the Financial Conduct Authority (the "FCA") (the "UKLRs") and is
therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. Additional
details as required under the UKLRs are included in the Appendices.

Presentation and webcast details

A live virtual presentation for analysts and investors will be held today, 15
April 2026, at 08:30 (BST) and will have the facility to raise questions. You
can register for the live webcast at: Standard Life plc: Proposed acquisition
of Aegon UK
(https://urldefense.com/v3/__https:/storm-virtual-uk.zoom.us/webinar/register/WN_6g6o6Xw2SUqSYRRO7P8UIQ*/registration__;Iw!!I2XIyG2ANlwasLbx!TS8LHj8FOfkaS8h6CIhiW8bf2eUW0lRM0KeP-js3jkMwHoyO3hREwrPREChW71Sn5mZlKt4pxAFGEgIgYVQpysd39T1Ztgs$)
.

A copy of the presentation will be available shortly at: Results, reports and
presentations | Standard Life plc
(https://urldefense.com/v3/__https:/www.standardlifeplc.com/investors/results-reports-presentations__;!!I2XIyG2ANlwasLbx!TS8LHj8FOfkaS8h6CIhiW8bf2eUW0lRM0KeP-js3jkMwHoyO3hREwrPREChW71Sn5mZlKt4pxAFGEgIgYVQpysd3i8-l7Qo$)
.

A replay of the presentation will also be available on our website following
the event.

 

 Notes:

 (1) Company estimate based on market data
 (2) 53% before cost synergies
 (3) FY25 OCG estimate is on Standard Life's Operating Cash Generation basis
 (4) Immaterial adjustment to Aegon UK reported numbers to align with Standard
 Life's definition of IFRS adjusted operating profit
 (5) Adjusted operating EPS is equal to IFRS adjusted operating profit net of
 interest EPS
 (6) As per Aegon company information. Note that sum of total customers across
 four divisions is not additive due to rounding

 

Enquiries:

Investors

Claire Hawkins, Director of Corporate Affairs & Brand, Standard Life

+44 (0)7515 295002

Joanne Roberts, Investor Relations Director, Standard Life

+44 (0)204 559 4673

BofA Securities (Lead Financial Adviser and Joint Corporate Broker to Standard
Life)

Tel: +44 20 7628 1000

Matthew Cannon, Edward Peel, James Gill, Oliver Elias, Marin Georgiev

BNP Paribas (Financial Adviser and Joint Corporate Broker to Standard Life)

Tel: +44 20 7595 2000

Sam McLennan, Jolyon Luke, Lars Kraemer, Rory Frost, Jeremy Humphreys-Davies

 

Media

Shellie Wells, Corporate Communications Director, Standard Life

+44 (0)204 559 3031

Charles Armitstead, FTI Consulting

+44 (0)7703 330 269

Freshfields LLP is acting as legal adviser to Standard Life in connection with
the Transaction.

Important Notices

This announcement constitutes inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
law by virtue of the European (Withdrawal) Act 2018, as amended.

The person responsible for arranging for the release of this announcement on
behalf of Standard Life is Vickie Reuben, Deputy Group Company Secretary.

Standard Life plc Legal Entity Identifier (LEI) - 2138001P49OLAEU33T68

The information contained in this announcement is for information purposes
only and does not purport to be complete and is subject to change. This
announcement has been prepared in accordance with English law, the UK Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules and
Listing Rules of the FCA and information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England.

This announcement may not be distributed, directly or indirectly, in or into
or from any jurisdiction other than the UK where to do so would constitute a
violation of the relevant laws of such jurisdiction. The Consideration Shares
will only be issued to Aegon pursuant to the terms of the SPA and this
announcement does not and shall not constitute or form part of any offer to
issue or sell, or the solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities of the Company in any jurisdiction. There
will be no public offering of any securities of the Company in any
jurisdiction.

Forward-looking statements

This announcement in relation to Standard Life and its subsidiaries (the
"Group") contains, and the Group may make other statements (verbal or
otherwise) containing, forward-looking statements and other financial and/or
statistical data about the Group's current plans, goals, targets, ambitions,
outlook, guidance and expectations relating to future financial condition,
performance, results, strategy and/or objectives.

Statements containing the words: "believes", "intends", "will", "may",
"should", "expects", "plans", "aims", "seeks", "targets", "continues" and
"anticipates" or other words of similar meaning are forward looking. Such
forward-looking statements and other financial and/or statistical data involve
known and unknown risks and uncertainty because they relate to future events
and circumstances that are beyond the Group's control. For example, certain
insurance risk disclosures are dependent on the Group's choices about
assumptions and models, which by their nature are estimates. As such, actual
future gains and losses could differ materially from those that the Group has
estimated.

Other factors which could cause actual results to differ materially from those
estimated by forward-looking statements include, but are not limited to:
domestic and global economic, political, social, environmental and business
conditions; asset prices; market-related risks such as fluctuations in
investment yields, interest rates and exchange rates, the potential for a
sustained low-interest rate or high-interest rate environment, and the
performance of financial or credit markets generally; the regulations,
policies and actions of governmental and/or regulatory authorities including,
for example, climate change and the effect of the UK's version of the
"Solvency II" regulations on the Group's capital maintenance requirements;
developments in the UK's relationship with the European Union; the direct and
indirect consequences of the conflicts in Ukraine and the Middle East for
European and global macroeconomic conditions and related or other geopolitical
conflicts; political uncertainty and instability including the rise in
protectionist measures; the impact of changing inflation rates (including high
inflation) and/or deflation; information technology (including developments
and use of Artificial Intelligence) or data security breaches (including the
Group being subject to cyber-attacks);  the development of standards and
interpretations including evolving practices in sustainability and climate
reporting with regard to the interpretation and application of accounting; the
limitation of climate scenario analysis and the models that analyse them; lack
of transparency and comparability of climate-related forward-looking
methodologies; climate change and a transition to a low-carbon economy
(including the risk that the Group may not achieve its targets); the Group's
ability along with governments and other stakeholders to measure, manage and
mitigate the impacts of climate change effectively; the implementation of
rules, regulations or other actions with an opposing stance to sustainability
matters or policies; market competition; changes in assumptions in pricing and
reserving for insurance business (particularly with regard to mortality and
morbidity trends, gender pricing and lapse rates); the timing, impact and
other uncertainties of any acquisitions, joint ventures, disposals or other
strategic transactions (including any associated integration); risks
associated with arrangements with third parties; inability of reinsurers to
meet obligations or unavailability of reinsurance coverage; and the impact of
changes in capital and implementing changes in IFRS 17 or any other
regulatory, solvency and/or accounting standards, and tax laws and practices
and other legislation and regulations in the jurisdictions in which members of
the Group operate.

As a result, the Group's actual future financial condition, performance and
results may differ materially from the plans, goals, targets, ambitions,
outlook, guidance and expectations set out in the forward-looking statements
and other financial and/or statistical data within this announcement. The
information in this announcement does not constitute an offer to sell or an
invitation to buy securities in Standard Life or an invitation or inducement
to engage in any other investment activities. The Group undertakes no
obligation to update any of the forward-looking statements or data contained
within this announcement or any other forward-looking statements or data it
may make or publish. Nothing in this announcement constitutes, nor should it
be construed as, a profit forecast or estimate. No representation is made that
any of these statements will come to pass or that any future results will be
achieved. As a result, you are cautioned not to place undue reliance on such
forward-looking statements contained in this announcement.

Rounding

Certain figures included in this announcement have been rounded. Accordingly,
figures shown for the same category may vary slightly and figures shown as
totals may not be an arithmetic aggregation of the figures that precede them.

Financial advisers

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority (the "PRA") in the UK, is acting as financial adviser
exclusively for Standard Life in connection with the matters set out in this
announcement and for no one else and will not be responsible to anyone other
than Standard Life for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

BNP Paribas, acting through its London Branch ("BNP Paribas"), is acting as
financial advisor for Standard Life and no one else in connection with the
matters described in this announcement.  BNP Paribas will not be responsible
to anyone other than Standard Life for providing the protections afforded to
clients of BNP Paribas nor for providing advice in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.  BNP Paribas is authorised and regulated by the European Central Bank
and the Autorité de contrôle prudentiel et de resolution.  BNP Paribas is
authorised by the PRA and is subject to regulation by the FCA and limited
regulation by the PRA. BNP Paribas, London Branch is registered in the UK
under number FC13447

 

APPENDIX 1

KEY TERMS OF THE TRANSACTION

 

 

Principal Transaction Agreements

Share Purchase Agreement

Parties and structure

The Transaction is governed by a Share Purchase Agreement (the "SPA") dated 15
April 2026 between Standard Life and Aegon. Under the terms of the SPA and
subject to the Conditions (as defined below), Aegon will sell and Standard
Life will purchase the entire issued share capital of Aegon UK.

Conditions

Completion of the Transaction under the SPA is subject to the satisfaction of
conditions, including obtaining certain regulatory approvals from certain
antitrust and other regulatory authorities (the "Conditions"). The long stop
date for satisfaction of the Conditions is 15 April 2027, being the date
falling twelve months after the date of the SPA (or, if that day is not a
business day, the next business day) (the "Long Stop Date"). Standard Life and
Aegon can agree in writing to extend the Long Stop Date and each have
discretion to postpone the Long Stop Date by up to 60 business days.

Consideration

Subject to adjustment in accordance with the SPA (including via a "locked box"
mechanism), the aggregate consideration payable under the SPA is £2.0 billion
(the "Consideration"), comprising:

·      £750 million in cash consideration, payable at Completion (the
"Cash Consideration"); and

·      181.1 million new Standard Life ordinary shares, to be issued to
Aegon at Completion (the "Consideration Shares").

Undertakings

The SPA includes covenants on Aegon from the date of the SPA to Completion,
including to procure that the business of Aegon UK and its subsidiaries (the
"Target Group"), taken as a whole, is carried on in the ordinary and usual
course of business, subject to certain exceptions.

Warranties & indemnities

Under the terms of the SPA, both Standard Life and Aegon give customary
warranties to each other for a transaction of this nature. Aegon has agreed to
grant Standard Life an indemnity in respect of certain potential liabilities
arising from identified activities undertaken by the Target Group during
Aegon's period of ownership, namely a specific systems migration and a past
business disposal.

Limitations on liability

Claims under the SPA are subject to customary financial and other limitations
of liability.

Termination

If the Conditions have not been satisfied or waived by the Long Stop Date (or
such postponed Long Stop Date or later date as Aegon and Standard Life may
agree in writing), each of Aegon and Standard Life are entitled to terminate
the SPA by written notice to the other party.

Governing law

The SPA is governed by English law.

Relationship Agreement

Standard Life and Aegon have agreed the terms of a relationship agreement to
be entered into by Standard Life and Aegon at Completion (the "Relationship
Agreement"). The principal purpose of the Relationship Agreement is to
regulate the ongoing relationship between the parties and to ensure that the
Company can operate independently in accordance with the UKLRs.

It is expected that, pursuant to the Relationship Agreement, Aegon will have
the right to appoint one non-executive director to the Board for so long as it
holds 10% or more of Standard Life's voting rights.

Subject to certain customary exceptions, Aegon will be subject to
non-solicitation provisions under the Relationship Agreement in relation to
key Standard Life management and orderly marketing arrangements. Aegon will
undertake that it will not sell its shares in Standard Life for a period
beginning on the date of the Relationship Agreement and ending on the earlier
of: (a) 18 months from Completion; and (b) the completion of the
re-domiciliation of Aegon's ultimate holding company to the United States.

TSA

At Completion, it is expected that an Aegon group entity and Aegon UK will
enter into a transitional services agreement (the TSA) relating to
transitional services to be provided or procured by the contracting Aegon
group entity to Aegon UK and relevant subsidiaries for a transitional period
following Completion. The relevant parties under the TSA will be confirmed
ahead of Completion.

TTMLA

At Completion, Aegon and Aegon UK will enter into a transitional trade mark
licence agreement (the TTMLA) under which Aegon will grant Aegon UK a
transitional licence to use certain trade marks and other branding materials
for a transitional period post-Completion.

Ancillary documents

In addition to the above documents, Standard Life and Aegon will enter into
certain customary agreements in connection with the Transaction governing, for
example, data protection and the sharing of records and information.

 

APPENDIX 2

FURTHER INFORMATION

Sources of Financial Information

The historical financial information for Standard Life has been extracted
without material adjustment from the audited financial information included in
Standard Life's full year results announcement for the financial year ended 31
December 2025.

The historical financial information for Aegon UK has been extracted without
material adjustment from the audited financial information included in Aegon
Group's full year results announcement for the financial year ended 31
December 2025. The value of the gross assets of Aegon UK was
£110,757 million. However, the historical IFRS adjusted operating profit
information for Aegon UK has been prepared on the basis of the financial
information included in Aegon Group's full year results announcement for the
financial year ended 31 December 2025, adjusted to align with Standard Life's
definition of IFRS adjusted operating profit. The financial information is
unaudited and has not been reported on by an accountant. On this basis, the
FY25 IFRS adjusted operating profit for Aegon UK is £190m.

The basis of preparation for the financial information presented in this
announcement is otherwise consistent with the accounting policies applied by
Standard Life in its most recent audited financial statements.

Certain financial measures in this announcement, including estimates in
relation to synergies, capital-light earnings, excess cash generation,
accretion to earnings per share, and Solvency capital impacts, constitute non
statutory financial information. These measures are provided to assist
shareholders in understanding the potential effects of the Transaction and
should not be viewed as a substitute for statutory financial information.
References to these metrics constitute forward looking estimates and do not
represent forecasts.

Pro-forma assets under administration and gross flows for the enlarged group
have been prepared by the addition of Standard Life and Aegon UK numbers for
the financial year ended 31 December 2025.

Synergies

The identified cost and capital synergies summarised above reflect both the
beneficial elements and relevant costs. The quantified synergies are not
forecasts and should not be interpreted as such, are contingent on the
transaction and could not be achieved independently. Management's belief that
the synergies will be able to be achieved is underpinned by an extensive
diligence exercise undertaken by Standard Life and Aegon.

Risks of the Transaction

The Transaction is subject to a number of risks and the shareholders of
Standard Life should carefully consider, together with all other information
contained in this announcement, the specific factors and risks below. The
risks described below are those which Standard Life considers are material
risks relating to the Transaction, material new risks to the Group as a result
of the Transaction, or existing material risks to the Group which will be
impacted by the Transaction. The risks described below are not set out in any
order of priority, assumed or otherwise.

The risks and uncertainties are not intended to be exhaustive and there may be
additional risks and uncertainties, including risks that are not currently
known to Standard Life or that Standard Life currently consider immaterial,
and which have or may adversely affect the Group's business, results of
operations, financial condition, cash flows or future prospects. If any of
these risks, or any combination of them, were to materialise, the market price
of Standard Life's ordinary shares may decline and shareholders of Standard
Life could lose all or part of the value of their investment.

The information is given as at the date of this announcement and, except as
required by the FCA, the London Stock Exchange, the UKLRs, the UK Market Abuse
Regulation and/or any regulatory requirements or applicable law, will not be
updated.

Completion of the Transaction is subject to the satisfaction of certain
conditions

Completion of the Transaction is subject to certain conditions in the SPA
including, among other things, obtaining certain regulatory approvals from
certain antitrust and other regulatory authorities. There is no guarantee that
these conditions will be satisfied, waived or fulfilled within the expected
timeframe, or at all. Failure to satisfy any such condition may result in the
Transaction not completing.

If Completion does not occur, the Group will not realise the expected
strategic and financial benefits of the Transaction and may have incurred
costs in connection with the Transaction (such as advisory, diligence,
administrative, operational readiness and preparatory integration costs) that
would not be recoverable.

Contractual protections are provided by Aegon in favour of Standard Life which
may not cover all of the potential liabilities associated with Aegon UK

The Group would be dependent on the financial position of Aegon in the event
that it sought to recover amounts in respect of any claims for which Aegon is
liable. If claims arose but losses could not be recovered, this could
adversely affect the Group's business, results of operations, financial
condition, cash flows or future prospects.

There may be unforeseen integration difficulties which could mean that,
following completion of the Transaction, the implementation of the Group's
strategy may not proceed as expected

The Group has been, and will be, required to devote significant management
attention and resources to executing the Transaction and subsequently
integrating the Target into the Group's business. While the Group has carried
out significant planning in respect of the Transaction, there is a risk that
the Group may encounter difficulties or increased costs when seeking to
integrate the Target, as a result of differences in management and operation
of the Target prior to the Transaction. If such integration difficulties are
significant, this could result in management stretch and the deferral of
certain planned management actions and adversely affect the Group's business,
prospects, financial condition and results of operations. Should any of these
integration difficulties occur, the Group's businesses may not perform in line
with management or shareholder expectations, which could have an adverse
effect on the Group's business, results of operations, financial condition,
cash flows or future prospects.

The Group may fail to realise, or it may take longer than expected to realise,
the full expected benefits of the Transaction and the Group may incur higher
than expected Transaction-related costs

The Group has incurred and will incur legal, accounting, financing and
transaction fees and other costs related to the Transaction. Some of these
costs are payable regardless of whether Completion occurs. The actual costs of
the Transaction and the integration process may exceed those estimated and
there may be further additional and unforeseen expenses incurred in connection
with the Transaction or the integration, or in complying with the ongoing
United Kingdom company and listing requirements post-Transaction.

In addition, in connection with the Transaction, Aegon UK will enter into
various arrangements relating to services to be provided by Aegon's group to
Aegon UK and vice versa. If the services to be provided under the TSA are not
provided to Aegon UK in a timely manner, or as required under the agreement,
this could extend the agreed transitional period which, under the TSA, would
require Aegon UK to pay additional costs. As a result, there is a risk that
the actual costs of the TSA could be higher than expected. Any of the above
factors could materially adversely affect the Group's business, results of
operations, financial condition, cash flows or future prospects.

The value of Aegon UK may be less than the consideration paid

Prior to Completion, Standard Life has limited rights to terminate the
Transaction. Accordingly, in the event that there is an adverse event
affecting the value of Aegon UK or the value otherwise declines prior to
Completion (to the extent not protected by the transaction documents), the
value of Aegon UK may be less than the consideration agreed to be paid and,
accordingly, the net value to the Group could be reduced. There is no ability
for Standard Life to renegotiate the consideration amount and Standard Life
may therefore pay an amount in excess of market value for Aegon UK, which
could have an adverse effect on the Group's business, results of operations,
financial condition, cash flows or future prospects.

Further, the aggregate number of Consideration Shares to be issued to Aegon at
Completion has been fixed at signing and, subject to certain exceptions, will
not be adjusted to reflect changes in the market value of Standard Life's
shares or foreign exchange rates and, accordingly, the value of the
Consideration Shares at Completion may exceed the value of the Consideration
Shares at signing.

The target business may be adversely affected by general macroeconomic,
political and financial market conditions

Aegon UK operates within the UK long‑term savings, pensions and investment
platform markets. Any adverse change in the macroeconomic environment,
customer sentiment, financial markets or regulatory conditions may result in
reduced customer flows, lower asset values, or slower growth, which could
impact the performance of Aegon UK and the enlarged group. In addition, a
significant deterioration in market or operating conditions could affect
demand across Workplace, Adviser or Retail channels.

Significant Change in Financial Position

There has been no significant change in the financial position or financial
performance of the Group since 31 December 2025, being the end of the last
financial period for which financial information has been published.

Related Party Transactions

Other than as disclosed in the annual report and accounts of the Group for the
financial year ended 31 December 2024 (the "2024 Annual Report") and the
annual report and accounts of the Group for the financial year ended 31
December 2025 (the "2025 Annual Report"), the Group has not entered into any
related party transactions that are relevant to the Transaction and have not
been published during the period from 31 December 2025 (being the end of the
last financial period for which financial information has been published), and
the date of this announcement.

Legal and Arbitration Proceedings

Standard Life

Other than as disclosed in the 2025 Annual Report, there are no governmental,
legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the Group is aware), during the period covering
the 12 months preceding the date of this announcement which may have, or have
had in the recent past, a significant effect on the Group's financial position
or profitability.

Aegon UK

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which Aegon is aware),
during the period covering the 12 months preceding the date of this
Announcement which may have, or have had in the recent past, a significant
effect on Aegon UK's financial position or profitability.

Material Contracts

Standard Life

Other than as disclosed in the 2024 Annual Report and the 2025 Annual Report,
or as set out below, there are no contracts that have been entered into by
Standard Life (not being contracts entered into in the ordinary course of
business): (a) within the period of two years immediately preceding the date
of this announcement that are, or may be, material to Standard Life; and (b)
that contain any provisions under which Standard Life has any obligation or
entitlement that is, or may be, material to Standard Life.

Agreements in relation to the Proposed Transaction

A summary of the principal terms of the Proposed Transaction is set out under
'Principal Transaction Agreements' in Appendix 1 above.

Bridge facility agreement

Pursuant to a bridge facility agreement between, among others, Standard Life
and BNP Paribas SA as agent, the lenders have made available a term loan
facility in an aggregate principal amount of £750 million, which bears a
floating rate of interest (the "Facility").

The Facility is available for the purposes of, among other things, financing
amounts payable by Standard Life in connection with the Transaction. As at the
date of this Announcement, the Facility is undrawn.

The final maturity date of the Facility is 12 months after (but excluding) the
earlier of: (i) the date that the Transaction closes; and (ii) the date five
business days after the first utilisation of the Facility. The maturity date
of the Facility may be extended by up to 12 months at the discretion of
Standard Life.

The Facility is available to be drawn on a customary "certain funds" basis.

Aegon UK

Other than as set out below, there are no contracts that have been entered
into by Aegon UK (not being contracts entered into in the ordinary course of
business): (a) within the period of two years immediately preceding the date
of this announcement that are, or may be, material to Aegon UK; and (b) that
contain any provisions under which Standard Life has any obligation or
entitlement that is, or may be, material to Aegon UK.

Agreements in relation to the Proposed Transaction

A summary of the principal terms of the Proposed Transaction is set out under
'Principal Transaction Agreements' in Appendix 1 above.

Service contracts of proposed directors

Under the agreed terms of the Relationship Agreement, Aegon will have the
right to appoint one non-executive director to the Board for so long as it
holds 10% or more of Standard Life's voting rights.

It is proposed that such nominated director shall be appointed by Aegon at
Completion, and the nominated director shall enter into an appointment letter
with the Company on terms substantially similar to those entered into by the
existing non-executive directors of the Company.

 

Standard Life plc LEI - 2138001P49OLAEU33T68

 

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