Securities Act of 1933
Section 3(a)(9)

March 20, 2012

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if, pursuant to the Merger, Ageas SA/NV issues Ageas SA/NV Shares, without registration under the Securities Act, in exchange for shares of Ageas N.V. in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act will be available for the exchange. In reaching this position, we note that:

• for over a decade, Ageas SA/NV shares have been twinned with the shares of Ageas N.V., with one share of Ageas SA/NV twinned with one share of Ageas N.V. to form a single unit (the Ageas Share);
   
  
• the twinned nature of the Ageas Shares is required by each company's articles of association and, as a result, investors are only able to hold shares in Ageas N.V. by also holding shares in Ageas SA/NV in the form of Ageas Shares;
   
• investors may not separately trade the shares of Ageas SA/NV and Ageas N.V., and may only trade their shares as single units in the form of Ageas Shares;
   
• although Ageas Shares are dual-listed on Euronext Brussels and Euronext Amsterdam, they share the same International Securities Identification Number and the same trading price on both exchanges;
   
• there is no separate listing of Ageas N.V. shares decoupled from Ageas SA/NV shares and, as a result, there is no separate trading of Ageas SA/NV shares and Ageas N.V. shares but only trading of Ageas Shares on both exchanges.

This position is based upon the representations made in your letter to the Division. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/ageas033012-3a9.htm