-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdpyD/4gt+awjaQw9f8o7RL0sPxIBXbARjUVRZFKtqNsC6oWC5KsVh2qlv72wE/L BmeMKiIS35sO8Y9NnC4+Gw== 0000903423-09-000637.txt : 20090713 0000903423-09-000637.hdr.sgml : 20090713 20090713165350 ACCESSION NUMBER: 0000903423-09-000637 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSURED GUARANTY LTD CENTRAL INDEX KEY: 0001273813 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80392 FILM NUMBER: 09942304 MAIL ADDRESS: STREET 1: 30 WOOD BOURNE AVE CITY: HAMILTON BERMUDA STATE: D0 ZIP: 0000 FORMER COMPANY: FORMER CONFORMED NAME: AGR LTD DATE OF NAME CHANGE: 20040122 FORMER COMPANY: FORMER CONFORMED NAME: AGC HOLDINGS LTD DATE OF NAME CHANGE: 20031218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEXIA SA CENTRAL INDEX KEY: 0001275038 IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SQUARE DE MEEUS 1 STREET 2: B-1000 CITY: BRUSSELS STATE: C9 ZIP: 00000 BUSINESS PHONE: 011-32-2-213-5879 MAIL ADDRESS: STREET 1: SQUARE DE MEEUS 1 STREET 2: B-1000 CITY: BRUSSELS STATE: C9 ZIP: 00000 SC 13G 1 dexia-13g_0713.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

Assured Guaranty Ltd.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G0585R106

(CUSIP Number)

July 1, 2009

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

  x Rule 13d-1(c)
  o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 


 

CUSIP No. G0585R106

1.

Name of Reporting Person

Dexia SA

2.

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

Belgium

Number of shares
beneficially owned
by each reporting
person with

5.

Sole Voting Power

0

6.

Shared Voting Power

21,848,934 (See Item 4)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

21,848,934

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

21,848,934

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                 o

11.

Percent of Class Represented by Amount in Row (9)

13.9%

12.

Type of Reporting Person (See Instructions)

HC


CUSIP No. G0585R106

1.

Name of Reporting Person

Dexia Credit Local S.A.

2.

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

France

Number of shares
beneficially owned
by each reporting
person with

5.

Sole Voting Power

0

6.

Shared Voting Power

21,848,934 (See Item 4)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

21,848,934

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

21,848,934

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                 o

11.

Percent of Class Represented by Amount in Row (9)

13.9%

12.

Type of Reporting Person (See Instructions)

BK


CUSIP No. G0585R106

1.

Name of Reporting Person

Dexia Holdings, Inc.

2.

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

Delaware

Number of shares
beneficially owned
by each reporting
person with

5.

Sole Voting Power

0

6.

Shared Voting Power

21,848,934 (See Item 4)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

21,848,934

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

21,848,934

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)                 o

11.

Percent of Class Represented by Amount in Row (9)

13.9%

12.

Type of Reporting Person (See Instructions)

CO

 


STATEMENT ON SCHEDULE 13G

 

Pursuant to the Joint Filing Agreement attached as Exhibit 1 hereto, Dexia SA, Dexia Credit Local S.A. and Dexia Holdings, Inc. are jointly filing this Statement on Schedule 13G with respect to their beneficial ownership of common shares, par value $0.01 per share (the “Common Shares”), of Assured Guaranty Ltd.

 

Item 1.

 

(a)

Name of Issuer:

  Assured Guaranty Ltd.

(b)

Address of Issuer’s Principal Executive Offices:

  30 Woodbourne Avenue
Hamilton HM 08

Bermuda
Item 2.  
(a) Name of Person Filing:
  Dexia SA
Dexia Credit Local S.A.
Dexia Holdings, Inc.

(b)

Address of Principal Business Office or, if none, Residence:

   
  Dexia SA
Place Rogier 11

B - 1210 Brussels, Belgium
  Dexia Credit Local S.A.
1, Passerelle des Reflets

Tour Dexia La Défense 2
TSA 92202
92919 La Défense Cedex
France
  Dexia Holdings, Inc.
445 Park Avenue
New York, NY 10022

(c)

Citizenship:

  See Item 4 of each cover page.

(d)

Title of Class of Securities:

  Common Shares, par value $0.01 per share

(e)

CUSIP Number:

  G0585R106

 

 


Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

Item 4.

Ownership

(a) Amount Beneficially Owned: 21,848,934
(b) Percent of Class: 13.9%
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote: 0
  (ii) Shared power to vote or to direct the vote: 21,848,934*
  *Pursuant to a purchase agreement, dated as of November 14, 2008, among Dexia Holdings, Inc., Dexia Credit Local S.A. and Assured Guaranty Ltd., Dexia Holdings, Inc. has agreed that the voting rights with respect to the Common Shares shall be reduced such that they will constitute less than 9.5% of the voting power of all the issued and outstanding Common Shares.
  (iii) Sole power to dispose or to direct the disposition of: 0
  (iv) Shared power to dispose or to direct the disposition of: 21,848,934
Item 5. Ownership of Five Percent or Less of a Class
  Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
  Not applicable
Item 8. Identification and Classification of Members of the Group
  Not applicable
Item 9. Notice of Dissolution of Group
  Not applicable



Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 13, 2009

 

DEXIA SA

 

By:

/s/ Michel Buysschaert

Name: Michel Buysschaert

Title: Authorized Representative

 

 

DEXIA CREDIT LOCAL S.A.

 

By:

/s/ Pascal Poupelle

Name: Pascal Poupelle

Title: Chief Executive Officer

 

 

DEXIA HOLDINGS, INC.

 

By:

/s/ Guy Cools

Name: Guy Cools

Title: President, Secretary



EXHIBITS

Exhibit

Number

Title

 

 

1

Joint Filing Agreement, dated July 13, 2009, among Dexia SA, Dexia Credit Local S.A. and Dexia Holdings, Inc.

 

EX-1 2 dexia13g-ex1_0713.htm Untitled Document

EXHIBIT 1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, each of Dexia SA, Dexia Credit Local S.A. and Dexia Holdings, Inc. agrees to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares, par value $0.01 per share, of Assured Guaranty Ltd. and further agrees that this Joint Filing Agreement shall be included as an Exhibit to such filing. This Joint Filing Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Dated: July 13, 2009

 

DEXIA SA

 

By:

/s/ Michel Buysschaert

Name: Michel Buysschaert

Title: Authorized Representative

 

 

DEXIA CREDIT LOCAL S.A.

 

By:

/s/ Pascal Poupelle

Name: Pascal Poupelle

Title: Chief Executive Officer

 

 

DEXIA HOLDINGS, INC.

 

By:

/s/ Guy Cools

Name: Guy Cools

Title: President, Secretary

 

 

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