NOTICE OF INTENTION TO APPLY TO THE FEDERAL COURT OF AUSTRALIA FOR CONFIRMATION OF A SCHEME FOR THE TRANSFER OF THE NORFOLK ISLAND INSURANCE BUSINESS OF QBE INSURANCE (INTERNATIONAL) LIMITED TO QBE INSURANCE (AUSTRALIA) LIMITED UNDER DIVISION 3A OF PART III OF THE INSURANCE ACT 1973 (CTH).
TAKE NOTICE that QBE Insurance (Australia) Limited ACN 003 191 035 (QIA) intends to make an application to the Federal Court of Australia in Sydney on 7 December 2015 at 10.15am, or on such later or earlier date or time as the Court appoints, for confirmation of a scheme to transfer the Norfolk Island insurance business written or assumed by QBE Insurance (International) Limited ACN 000 000 948 (QII) to QIA (Scheme).
QIA and QII are incorporated in Australia and are subsidiaries under the QBE Group of companies. QIA and QII are authorised under the Insurance Act 1973 (Cth) to carry on general insurance business in Australia.
Persons who are insured under insurance contracts written or assumed by QIA or who may be otherwise affected by the terms of the Scheme (Affected Policyholders) may attend the Court hearing and request to be heard by the Court on the application for confirmation of the Scheme. The hearing will be held at the New South Wales Registry of the Federal Court of Australia. It would be helpful if any Affected Policyholder who wishes to appear before the Court would notify the solicitor for QIA, Mark Lindfield of DibbsBarker, Level 9, Angel Place, 123 Pitt Street, Sydney NSW 2000 (phone: +61 2 8233 9500 or email:mark.lindfield@dibbsbarker.com) of their intention to do so at least seven days prior to the hearing date specified above. Affected Policyholders are not required to take any action if they have no objection to the Scheme.
A copy of this notice, the Scheme, a summary of the Scheme and the actuarial reports of Warrick Gard of Ernst & Young dated 26 October 2015, Benoit Langaniere of QIA dated 2 November 2015 and Jack Jiang of QII dated 4 November 2015 (Actuarial Reports) upon which the Scheme is based (Scheme Documents), will be available for public inspection free of charge between the hours of 9.00am and 5.00pm (local time) every day (except weekends and public holidays) for the period commencing on 12 November 2015 and ending on 2 December 2015 at:
(a) on Norfolk Island at the following addresses:
Norfolk Island Insurance Office
New Cascade Road
Norfolk Island 2899 | Ross’s on Norfolk Island
87 Taylor’s Road
Norfolk Island 2899 |
(b) the offices of QBE Australia at the following addresses:
New South Wales
Level 5
2 Park Street
Sydney NSW 2000 | Victoria
Level 2
628 Bourke Street
Melbourne VIC 3000 | Queensland
Level 13
145 Ann Street
Brisbane QLD 4000 |
Western Australia
Level 18
200 St Georges Terrace
Perth WA 6000 | South Australia
Level 9
400 King William Street
Adelaide SA 5000 | Tasmania
Level 7
85 Macquarie Street
Hobart TAS 7000 |
Northern Territory
Level 2
43 Mitchell Street
Darwin NT 0800 | Australian Capital Territory
Level 7
220 Northbourne Avenue
Braddon ACT 2600 | |
Any Affected Policyholder may obtain a copy of the Scheme Documents free of charge by contacting Linda Quatermass on +61 1300 084 012 or by email at linda.quatermass@qbe.com
If you have any other enquiries you may contact Linda Quatermass at the contact details referred to above.
A copy of the Scheme Documents can be viewed during the period set out above on the website maintained by QBE Asia Pacific at: http://www.qbeap.com/
We recommend that each Affected Policyholder obtain and review the Scheme, the summary of the Scheme and the Actuarial Reports, which contains a discussion of the impact of the Scheme on policyholders.
THIS NOTICE HAS BEEN PREPARED BY QIA
Dated: 11 November 2015
Overview
The notice published in the Commonwealth Government Gazette on 11 November 2015 pertains to an application by QBE Insurance (Australia) Limited 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 Norfolk Island insurance business from QBE Insurance (International) Limited to itself. This notice is to inform affected policyholders of the hearing date and to provide them with the opportunity to make representations to the Court. The Insurance Act 1973 (Cth) was enacted by the Parliament of Australia to provide a legislative framework for the insurance industry in Australia, and Division 3A of Part III enables the transfer of insurance business between authorised insurers. The policy objective behind this scheme is to facilitate the efficient and orderly transfer of insurance business while protecting the interests of policyholders.
Scope and Application
The notice pertains to an application by QBE Insurance (Australia) Limited to the Federal Court of Australia for confirmation of a scheme aimed at transferring the Norfolk Island insurance business of QBE Insurance (International) Limited to itself. Both QBE Insurance (Australia) Limited and QBE Insurance (International) Limited are Australian-incorporated subsidiaries of the QBE Group, authorised under the Insurance Act 1973 (Cth) to conduct general insurance business in Australia. The scheme affects persons who hold insurance contracts with either of the two entities, who are referred to as Affected Policyholders. These individuals have the right to attend the Court hearing in Sydney and request to be heard on the application for confirmation of the scheme. The public inspection of the relevant documents, including the scheme itself, its summary, and actuarial reports, is available at various locations across Australia, including Norfolk Island, and online. The affected policyholders are advised to review these documents and are encouraged to notify the solicitor if they intend to appear before the Court.
Key Provisions
The main operative sections of this Notice concern the intention of QBE Insurance (Australia) Limited (QIA) to apply to the Federal Court of Australia for confirmation of a scheme to transfer the Norfolk Island insurance business of QBE Insurance (International) Limited (QII) to QIA. This scheme is pursuant to Division 3A of Part III of the Insurance Act 1973 (Cth) (section 1). The application is scheduled to be heard on 7 December 2015 in Sydney, with an option for the Court to adjust the date or time (section 1). Affected Policyholders, those insured under policies written or assumed by QIA or QII, have the right to attend the Court hearing and make submissions (section 2). The Scheme, along with a summary, and the relevant actuarial reports, are made available for public inspection and can be obtained free of charge from specified locations and through contact with designated individuals (sections 3-4).
The obligations imposed by the Act on the parties involved are to ensure transparency and provide opportunities for Affected Policyholders to be heard. QBE Insurance (Australia) Limited is required to notify the public of its intention to apply for confirmation of the Scheme, allowing Affected Policyholders to review the Scheme and related documents (sections 1-4). QIA and QII must make the Scheme Documents available for public inspection and provide means for Affected Policyholders to obtain copies free of charge (section 3). The Act also mandates that Affected Policyholders who wish to be heard at the Court hearing notify QIA's solicitor at least seven days prior to the hearing date (section 2).
The Act does not specify any direct offences, penalties, or civil/criminal consequences for breach in this context. However, failure to comply with the notice requirements could potentially lead to challenges regarding the fairness and legality of the scheme confirmation process in the Federal Court. Affected Policyholders who wish to contest the Scheme must adhere to the notification requirements to be heard, and any failure to do so may result in their concerns not being addressed during the Court hearing (section 2). The primary legal safeguard here is the opportunity for Affected Policyholders to be heard and the requirement for the Court to consider their submissions in confirming the Scheme.