Petitions to Transfer Business
IN THE HIGH COURT OF JUSTICE (BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES)
COMPANIES COURT (ChD) NO: CR-2017-002834
In the Matter of
ASSURED GUARANTY (EUROPE) plc
- and -
In the Matter of
ASSURED GUARANTY (LONDON) plc
- and -
In the Matter of
ASSURED GUARANTY (UK) plc
- and -
In the Matter of
PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
NOTICE
NOTICE IS HEREBY GIVEN that on 19 June 2018 Assured Guaranty (London) plc ("AGLN") and Assured Guaranty (UK) plc ("AGUK") applied to the High Court of Justice for:
1. an Order under Part VII of the Financial Services and Markets Act 2000 (the "Act") sanctioning a scheme (the "Scheme") providing for the transfer to AGE:
(a) of the entire business of AGLN (the "AGLN Transferred Business"); and
(b) of the entire business of AGUK (the "AGUK Transferred Business");
2. an Order making ancillary provision in connection with the implementation of the Scheme under Section 112 of the Act.
The proposed transfers will result in:
(a) the AGLN Transferred Business formerly carried on by AGLN being carried on by AGE; and
(b) the AGUK Transferred Business formerly carried on by AGUK being carried on by AGE.
The proposed transfer of the AGLN Transferred Business will secure the continuation by or against AGE of any legal proceedings by or against AGLN that relate to rights and obligations in respect of the AGLN Transferred Business. All claims being dealt with before such transfer by AGLN in relation to the AGLN Transferred Business will following such transfer be dealt with by AGE. All such claims arising after such transfer will be dealt with by AGE.
The proposed transfer of the AGUK Transferred Business will secure the continuation by or against AGE of any legal proceedings by or against AGUK that relate to rights and obligations in respect of the AGUK Transferred Business. All claims being dealt with before such transfer by AGUK in relation to the AGUK Transferred Business will following such transfer be dealt with by AGE. All such claims arising after such transfer will be dealt with by AGE.
If the transfers are sanctioned by the Court, it will result in the transfer of all the contracts, property, assets and liabilities of AGLN and AGUK to AGE notwithstanding any restriction or right that might otherwise apply in relation to such transfer and any such restriction or right will only be enforceable to the extent the order of the Court makes provision to that effect.
The application is directed to be heard before the Companies Court Judge at 7 Rolls Buildings, Royal Courts of Justice, Fetter Lane, London, EC4A 1NL on 25 October 2018 and any person (including employees of AGE, AGLN or AGUK) who alleges that he or she might be adversely affected by the carrying out of the Scheme is entitled to object in writing or to make oral representations, or may appear at the time of that hearing in person or by Counsel. Any person who intends to make written objections or to make oral representations, or so to appear, and any policyholder of AGE, AGLN or AGUK who objects to the Scheme but does not intend to object in writing or to make oral representations, or so to appear, is requested (but is not obliged) to give not less than two clear days' prior notice in writing of such intention or objection, and the reasons therefor, to the solicitors named below.
Copies of a report on the terms of the Scheme prepared pursuant to Section 109 of the Act (the "Independent Expert's Report") and a statement setting out the terms of the Scheme and containing a summary of the Independent Expert's Report will be provided free of charge by the solicitors named below. These documents may also be accessed at the following web address: http://assuredguaranty.com/static/2018-combination. Any person who has an enquiry relating to the Scheme is requested to direct such enquiry to the solicitors named below.
DATED this 29th day of June 2018
Hogan Lovells International LLP
Atlantic House, Holborn Viaduct
London EC1A 2FG
Tel: +44(0) 20 7296 2000
Fax: +44(0) 20 7296 2001
Ref: C4/WH/TJG
Solicitors for AGE, AGLN and AGUK
