POS AM 1 posam.htm POST-EFFECTIVE AMENDMENT NO. 1


As filed with the Securities and Exchange Commission on September 12, 2018.

Registration No. 333-77019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-77019

UNDER
THE SECURITIES ACT OF 1933


XL GROUP LTD
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
 
6351
(Primary Standard Industrial Classification Code Number)
 
98-1304974
(I.R.S. Employer
Identification Number)
 

O’Hara House
One Bermudiana Road
Hamilton, HM08
Bermuda
(441) 292-8515
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)


 
Copies to:
General Counsel
O’Hara House
One Bermudiana Road
Hamilton, HM08
Bermuda
(441) 292-8515
 
 
George A. Stephanakis, Esq.
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London EC2Y 9HR, United Kingdom
+44 20 7453 1040
 
 


 
Approximate date of commencement of proposed sale to the public:
XL Group Ltd is hereby amending this registration statement to deregister any securities that had been registered but
remain unsold under this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
 
Accelerated filer
 
       
Non-accelerated filer
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
       
       
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 



EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statement of XL Group Ltd, a Bermuda exempted company (the “Company”): Registration Statement No. 333-77019 (the “Registration Statement”), filed by XL Capital Ltd (a predecessor to the Company), with the Securities and Exchange Commission on April 26, 1999, covering an aggregate of up to 19,734,740 Class A Ordinary Shares, $0.01 par value per share, of XL Capital Ltd (which became common shares, $0.01 par value per share, of the Company).On March 5, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, AXA SA, a French société anonyme (“AXA”), and Camelot Holdings Ltd., a Bermuda exempted company and a wholly owned subsidiary of AXA (“Merger Sub”). On September 12, 2018, pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of AXA.

In connection with the Merger, the Company is terminating all offerings of its securities registered pursuant to the Registration Statement. The Company is filing this Post-Effective Amendment to hereby terminate the effectiveness of the Registration Statement and remove from registration any and all securities registered under the Registration Statement but that remain unsold as of the date hereof. This filing is made in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offering.

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on September 12, 2018.
 
  XL GROUP LTD  
       
 
By:
/s/ Stephen Robb  
    Name:    Stephen Robb  
    Title:      Chief Financial Officer  
       
 
 

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.