National Mutual Life Association of Australasia Limited, the application of National Mutual Life Association of Australasia Limited and AMP Life Limited

The case involves an application by National Mutual Life Association of Australasia Limited (NMLA) and AMP Life Limited (AMP Life) for a dispensation under section 191(2)(c) of the Life Insurance Act 1995 (Cth) in relation to a scheme of arrangement that proposes to transfer certain life insurance business from NMLA to AMP Life. The Australian Prudential Regulation Authority (APRA), represented by Mr Tran, did not object to the application, satisfied with the proposed notification program for policy owners. The central legal issue was whether the Court should grant the applicants' request to partially dispense with the requirement to distribute an approved summary of the scheme to each policy owner, given the extensive notification program the applicants intended to undertake. The Court had to consider whether the proposed notification program would likely lead to the notification of a very large number of affected policy owners, sufficient to bring forth any objection to the scheme based on viable objective grounds.

The Court accepted the submission that the remaining NMLA policy owners, specifically those in respect of the Taiwanese business, are not affected policy owners within the meaning of section 191(2)(c). The Court was satisfied that the notification program would likely notify a very large number of affected policy owners, bringing forth any objection to the scheme on viable objective grounds. Given APRA's satisfaction with the notification program and the extensive measures the applicants proposed to undertake to ensure policy owners were informed, the Court concluded that it was appropriate to grant the application for partial dispensation.

The Court ordered that the requirements of section 191(2)(c) be dispensed with for AMP Life policy owners and NMLA policy owners, provided the applicants complied with specific conditions. These conditions included publishing notices of the intention to apply for confirmation of the scheme, making scheme documents available on dedicated webpages and through various other means, mailing scheme summaries to policy owners, establishing a call centre and feedback facility, and providing copies of scheme documents on request. The application was adjourned for a confirmation hearing, and the applicants were to pay APRA's costs as agreed or assessed.