NOTICE OF INTENTION TO APPLY TO THE FEDERAL COURT OF AUSTRALIA FOR CONFIRMATION OF A SCHEME FOR THE TRANSFER OF THE QBE RE AND SYDNEY RE 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 2 March 2016 at 10:15am, or on such later or earlier date or time as the Court appoints, for confirmation of a scheme to transfer the reinsurance business written or assumed by QBE Insurance (International) Limited ACN 000 000 948 (QII) to QIA (Scheme). The reinsurance business was formerly conducted through QBE Re and Sydney Re prior to QIA assuming liability for the business.
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 Laganiere 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 11 January 2016 and ending on 2 February 2016 at 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 James Gorman on +61 2 9375 4189 or by email at qbere.runoff@qbe.com
If you have any other enquiries you may contact James Gorman 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/ and at the website maintained by QBE Singapore at http://www.qbe.com.sg/
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: 21 December 2015
Overview
The Insurance Act 1973, enacted by the Commonwealth Parliament, provides a comprehensive regulatory framework for the insurance industry in Australia, including the establishment of licensing and registration requirements, standards of conduct, and dispute resolution mechanisms. The Act aims to protect the interests of policyholders and promote fair and responsible practices in the insurance industry. In relation to the transfer of insurance business between companies, Division 3A of Part III of the Act enables the Federal Court to confirm a scheme that facilitates the transfer of insurance business, including reinsurance business, from one authorised insurer to another. This mechanism ensures that the transfer is conducted in a manner that protects the interests of policyholders and maintains the stability of the insurance market. The notice provided pertains to a proposed application by QBE Insurance (Australia) Limited to the Federal Court for confirmation of a scheme to transfer reinsurance business from QBE Insurance (International) Limited to QBE Insurance (Australia) Limited, in accordance with the provisions of the Insurance Act 1973.
Scope and Application
The notice pertains to the application by QBE Insurance (Australia) Limited (QIA) 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 the reinsurance business conducted by QBE Insurance (International) Limited (QII) to QIA. This legislation applies to QIA and QII, both of which are Australian incorporated subsidiaries of the QBE Group, and are authorised to carry on general insurance business in Australia under the Act. The intended transfer of the reinsurance business, previously conducted through QBE Re and Sydney Re, falls within the scope of this application. Affected policyholders who are insured under contracts written or assumed by QIA or may otherwise be impacted by the scheme 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, and interested parties must notify QIA's solicitor if they wish to appear before the Court at least seven days prior to the hearing date specified. The notice and related scheme documents are available for public inspection and free of charge at various QBE Australia offices and online, with affected policyholders encouraged to review the scheme, its summary, and accompanying actuarial reports.
Key Provisions
The main sections of the notice inform the public that QBE Insurance (Australia) Limited (QIA) intends to apply to the Federal Court of Australia for confirmation of a scheme to transfer the reinsurance business of QBE Insurance (International) Limited (QII) to QIA (section 1). This transfer is governed by Division 3A of Part III of the Insurance Act 1973 (Cth). The scheme was developed to manage the reinsurance business previously conducted by QBE Re and Sydney Re. This notice outlines the procedural details of the application, including the date and time of the hearing, which is set for 2 March 2016 at 10:15am in Sydney. It also provides information on where and when the relevant documents can be inspected publicly and how Affected Policyholders can obtain a copy of these documents.
The obligations imposed by the Act on the parties include the requirement for QIA to notify the public of its intention to apply for confirmation of the scheme and to provide relevant documentation for public inspection. QIA must also ensure that Affected Policyholders, meaning those insured under contracts written or assumed by QIA or QII, are given the opportunity to be heard at the Court hearing. Affected Policyholders who wish to attend the hearing must notify the solicitor for QIA of their intention at least seven days prior to the hearing date. There is no obligation for Affected Policyholders to take action if they have no objections to the scheme. The Act mandates that QIA and QII, both subsidiaries under the QBE Group and authorised to carry on general insurance business in Australia, comply with these notification and procedural requirements.
Breaches of the obligations imposed by the Act could lead to legal consequences. While the notice does not specify penalties, it is reasonable to infer that failure to comply with the notice and procedural requirements could result in the application being dismissed or challenged in court, potentially leading to delays or additional costs. Additionally, Affected Policyholders who are not given an opportunity to be heard could pursue legal action against QIA for procedural unfairness. The precise penalties for such breaches would be determined by the Federal Court in the context of the specific application and any resulting litigation.