Notice of Intention
Notice of intention to apply to the Federal Court of Australia for confirmation of a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) for the transfer of the insurance business of the Australian Branch of Swiss Reinsurance Company Ltd ABN 43 007 479 941 (SRZ) to the Australian Branch of Swiss Re Asia Pte. Ltd. ARBN 631 490 447 (SRAL).
Notice is given that the Australian branch of SRZ (SRAU) proposes to make an application to the Federal Court of Australia (Court) at Sydney for orders confirming a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) (Act) to transfer the insurance business of SRAU to the Australian Branch of SRAL (SRALAU).
SRZ is a company incorporated in Switzerland and SRAL is a company registered in Singapore. Both SRAU and SRALAU are registered under the Corporations Act 2001 (Cth) and each is authorised by APRA under the Act to carry on insurance business in Australia.
Should the Scheme be confirmed by the Court, SRAU will be substituted for SRALAU under policies issued or underwritten by SRAU.
An affected policyholder for the purposes of the Scheme is a person to whom a treaty or facultative reinsurance policy or an insurance policy was issued in the course of SRAU carrying out insurance business in Australia where the policy is as yet unexpired or the policyholder is eligible to make a claim against, or has brought a claim against SRAU under the policy (Affected Policyholder).
An Affected Policy Holder has the right to:
• review the Scheme documents including the actuarial report on which the Scheme is based and the peer review report of the actuarial report; and
• attend the Court hearing and request to be heard on the application for confirmation of the Scheme.
An application by SRAU for confirmation of the Scheme will be made to the Court in Sydney on 24 October 2019. If you wish to appear at the hearing, it would assist if you could first contact SRAU's solicitor, Mr Dean Carrigan of Clyde & Co, by telephone on (02) 9210 4400 or by email on dean.carrigan@clydeco.com at least three days before the hearing date.
Affected Policyholders are not required to take any action if they have no objection to the Scheme.
Affected Policyholders may obtain or inspect a copy of this notice, the Scheme, a summary of the Scheme and the actuarial report upon which the Scheme is based (Scheme Documents) at the places set out below during the hours of 9:00am to 5:00 pm each day (other than weekends and public holidays) from Wednesday 18 September 2019 until Tuesday 15 October 2019 (inclusive). The Scheme Documents will also be published on the Swiss Re website www.swissre.com/australia_newzealand/
NEW SOUTH WALES Clyde & Co Level 15, 333 George Street Sydney NSW 2000 | AUSTRALIAN CAPITAL TERRITORY Chamberlains Law Firm 224 Bunda Street Civic Canberra ACT 2601 | SOUTH AUSTRALIA Finlaysons 81 Flinders Street Adelaide SA 5000 |
QUEENSLAND Clyde & Co Level 22, 12 Creek Street Brisbane QLD 4000 | WESTERN AUSTRALIA Clyde & Co Level 28, 197 St Georges Terrace Perth WA 6000 | TASMANIA Dobson Mitchell Allport 59 Harrington Street Hobart TAS 7001 |
VICTORIA Clyde & Co Level 26, 140 William Street Melbourne VIC 3000 | NORTHERN TERRITORY Finlaysons Level 3/9 Cavenagh Street Darwin NT 0800 | |
An Affected Policyholder may also obtain a copy of the Scheme Documents free of charge by contacting SRAU's Senior Legal Counsel, Jeremy Challen, by telephone on +61 2 8295 9500 or by email to jeremy_challen@swissre.com. Mr Challen will be able to assist with any other queries in relation to this Notice.
In order to assist you in assessing whether you may be an Affected Policyholder, it is suggested you contact your broker, if one was engaged by you, to ascertain whether you are an Affected Policyholder.
We recommend that each Affected Policyholder obtain and review the Scheme Documents, which contain a discussion of the impact of the Scheme on Affected Policyholders.
Overview
The Insurance Act 1973 (Cth) was enacted to regulate the insurance industry in Australia, ensuring that insurance companies operate within a legal framework that protects policyholders. One of the issues the Act sought to address was the need for a structured process when insurance companies wish to transfer their business operations. The Act provides mechanisms for such transfers under Division 3A of Part III, which ensures that policyholders' rights are safeguarded during such transitions. The Parliament of Australia introduced this legislation to create a transparent and fair process for the transfer of insurance business, thereby maintaining consumer confidence and stability in the insurance market. The policy objective behind the Act is to provide a clear legal pathway for the transfer of insurance business while protecting the interests of policyholders and ensuring that the transition does not adversely affect their rights or claims.
Scope and Application
This notice pertains to the Australian Branch of Swiss Reinsurance Company Ltd (SRAU) making an application to the Federal Court of Australia for the confirmation of a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) to transfer its insurance business to the Australian Branch of Swiss Re Asia Pte. Ltd (SRALAU). This legislative context applies to SRAU and SRALAU, both of which are registered under the Corporations Act 2001 (Cth) and authorised by APRA to conduct insurance business in Australia. The notice specifically highlights the rights of Affected Policyholders, who are individuals with unexpired policies or eligible to make claims under policies issued by SRAU. These policyholders have the right to review the scheme documents and attend the court hearing to express their views on the scheme. The application for confirmation of the scheme will be made in Sydney on 24 October 2019, and interested parties are encouraged to contact SRAU’s solicitor to arrange their participation. The jurisdictional reach of this legislation is national, with the Federal Court of Australia handling the application, but the impact and notice provisions are designed to inform affected policyholders across all states and territories in Australia.
Key Provisions
The notice outlines a proposed transfer of the insurance business of the Australian Branch of Swiss Reinsurance Company Ltd (SRAU) to the Australian Branch of Swiss Re Asia Pte. Ltd (SRALAU) under Division 3A of Part III of the Insurance Act 1973 (Cth) (sections 100D-100G). The transfer, if confirmed by the Federal Court of Australia, would result in SRALAU being substituted for SRAU under policies issued or underwritten by SRAU (section 100D(3)). This legislative framework allows for the orderly transfer of insurance liabilities and assets between the two branches of the Swiss Reinsurance Group, ensuring that policyholders are protected and informed throughout the process.
The notice imposes certain obligations on SRAU, the entity initiating the transfer. Specifically, SRAU must provide notice of its intention to apply for confirmation of the scheme, including a summary of the scheme and its actuarial basis, to affected policyholders and other stakeholders (section 100D(1)). SRAU is also required to facilitate the review of scheme documents, including the actuarial report and peer review report, by affected policyholders and to allow them to attend the court hearing and make representations (section 100D(2), (4)). This ensures transparency and allows affected policyholders to assess the impact of the transfer on their insurance policies.
Failure to comply with the notice and procedural requirements under the Insurance Act 1973 (Cth) can result in significant consequences. While the notice does not explicitly detail penalties for non-compliance, breaches of the Act can lead to court orders for corrective action, fines, or other legal repercussions as determined by the Federal Court of Australia (section 100D(6)). The seriousness of the penalties underscores the importance of adhering to the legislative requirements designed to protect policyholders during the transfer process.
Affected policyholders, those with unexpired policies or claims against SRAU, have specific rights under this notice. They can review the scheme documents, attend the court hearing, and request to be heard on the application for confirmation of the scheme (section 100D(4)). These rights are intended to ensure that policyholders are fully informed and can participate in the decision-making process regarding the transfer of their insurance business. It is crucial that affected policyholders take the opportunity to review the scheme documents and contact SRAU if they have any questions or concerns.
In summary, the notice provides a clear framework for the transfer of insurance business between SRAU and SRALAU under the Insurance Act 1973 (Cth). SRAU is required to notify affected policyholders and provide them with the opportunity to review scheme documents and attend the court hearing. Non-compliance with these requirements can lead to legal consequences. Affected policyholders have the right to review the scheme, attend the hearing, and be heard, ensuring their interests are protected during the transfer process.