Notice of Intention to Apply to the Federal Court of australia for Confirmation of Scheme under Division 3A of Part III of the Insurance Act 1973 (CTH) TO TRANSFER THE INSURANCE BUSINESS OF ATRADIUS CREDIT INSURANCE N.V. (aUSTRALIAN BRANCH) TO Compañía Española de Seguros y Reaseguros de Crédito y Caución SOCIEDAD ANONIMA (AUSTRALIAN BRANCH)
Notice is given that Atradius Credit Insurance N.V. ABN 72 099 372 595 (Atradius) proposes to make an application to the Federal Court of Australia seeking confirmation of a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) to transfer all of the insurance business of the Australian branch of ATRADIUS to the Australian branch of Compañía Española de Seguros y Reaseguros de Crédito y Caución Sociedad Anonima ARBN 610 834 556 (CYC).
Each of ATRADIUS and CYC is directly and wholly owned by Atradius Insurance Holding N.V. which itself is indirectly owned by the Spanish insurer Grupo Catalana Occidente, S.A (GCO). GCO is a Spanish listed company and is one of the largest insurers in Spain with a track record dating back 150 years. The scheme is being undertaken as part of a business reorganisation within the group.
The date fixed for the hearing of the application is 25 October 2016 at 10:15am or on such other date as the Court appoints. The hearing will be held at the New South Wales Registry of the Federal Court of Australia which is located at the Law Courts Building, Queens Square, Sydney NSW 2000.
Any policyholder who may be affected by the scheme can ask to be heard by the Court on the application for the confirmation of the scheme.
It is important that policyholders affected by the scheme take notice of the scheme and consider whether they wish to attend the hearing. If a policyholder wishes to be heard at the hearing, it would assist if you let Dean Carrigan of Clyde & Co Australia know (by phone: 02 9210 4400 or email: Dean.Carrigan@clydeco.com) at least 3 days before the date fixed for the hearing.
Copies of this notice, the scheme, a summary of the scheme and the actuarial report upon which the Scheme is based are accessible on https://atradius.com.au/. Copies of the scheme and the actuarial report will also be available for inspection by affected policyholders between 19 September 2016 to 12 October 2016 (inclusive), between 9:00am and 5:00pm (local time) Monday to Friday (other than public holidays) at the following addresses:
New South Wales Atradius Credit Insurance N.V.
Level 14, 1 Market Street Sydney NSW 2000 | South Australia Finlaysons
81 Flinders Street Adelaide SA 5000 |
Victoria Atradius Credit Insurance N.V. Level 13, 470 Collins Street Melbourne VIC 3000 | Tasmania Dobson Mitchell Allport 59 Harrington Street Hobart TAS 7001 |
Queensland Clyde & Co Australia Level 22, 12 Creek Street Brisbane QLD 4000 | Australian Capital Territory Chamberlains Law Firm 24 Lonsdale Street, Braddon Canberra ACT 2612 |
Western Australia Clyde & Co Australia Level 28, 197 St Georges Terrace Perth WA 6000 | Northern Territory MSP Legal 6/32 Marina Boulevard Darwin NT 0820 |
A policyholder affected by the scheme may also obtain a copy of the scheme free of charge by contacting Sharon James, Senior Controller, Atradius Credit Insurance N.V. by calling +61 (02) 9201 2212.
If a policyholder has any questions in relation to the scheme or any information contained in this notice, please contact Sharon James, Senior Controller, Atradius Credit Insurance N.V. by calling +61 (02) 9201 2212.
Overview
The Insurance Act 1973 (Cth) was enacted by the Australian Parliament to provide a legislative framework for the insurance industry in Australia, ensuring consumer protection and the stability of the insurance market. The Act was introduced to address the need for a comprehensive legal structure that governs insurance contracts, the operation of insurance businesses, and the protection of policyholders. The Insurance Act 1973 (Cth) outlines various provisions related to licensing, consumer protection, and the administration of insurance companies, aiming to maintain the integrity and reliability of the insurance sector. As part of this framework, the proposed scheme to transfer the insurance business of Atradius Credit Insurance N.V. (Australian Branch) to Compañía Española de Seguros y Reaseguros de Crédito y Caución Sociedad Anonima (Australian Branch) seeks confirmation under Division 3A of Part III of the Act. This scheme, which is part of a broader business reorganisation within the group, aims to ensure a smooth transition and continuity of coverage for policyholders while adhering to the legislative requirements set forth in the Insurance Act 1973 (Cth).
Scope and Application
The notice pertains to an application made under Division 3A of Part III of the Insurance Act 1973 (Cth) by Atradius Credit Insurance N.V. (Australian Branch), ABN 72 099 372 595, proposing a scheme to transfer its entire insurance business to Compañía Española de Seguros y Reaseguros de Crédito y Caución Sociedad Anonima (Australian Branch), ARBN 610 834 556. The application seeks confirmation of the scheme by the Federal Court of Australia, and the hearing is set for 25 October 2016 at 10:15am at the New South Wales Registry of the Federal Court located in Sydney. This application directly affects the Australian branches of both Atradius and Compañía Española de Seguros y Reaseguros de Crédito y Caución Sociedad Anonima, which are wholly owned by Atradius Insurance Holding N.V., which in turn is owned by the Spanish insurer Grupo Catalana Occidente, S.A. This scheme is part of a broader business reorganisation within the group. Policyholders who might be affected by the scheme have the right to be heard at the hearing, and it is advisable for them to notify Dean Carrigan of Clyde & Co Australia if they wish to participate in the proceedings. The notice also provides various avenues for accessing copies of the scheme, summary, and related documents.
Key Provisions
The key operative sections of the notice under the Insurance Act 1973 (Cth) (sections 113B to 113L) pertain to the application for the confirmation of a scheme involving the transfer of insurance business. Section 113B outlines the conditions under which an insurer can apply to the Federal Court of Australia for confirmation of a scheme. This scheme, as indicated in the notice, involves the transfer of all the insurance business of Atradius Credit Insurance N.V. (Australian Branch) to the Australian branch of Compañía Española de Seguros y Reaseguros de Crédito y Caución Sociedad Anonima. The purpose of this application is to seek legal approval for the transfer of the business, ensuring it complies with the statutory requirements for such transfers.
The obligations imposed on the parties under the Act primarily revolve around transparency and communication with policyholders. Atradius Credit Insurance N.V. is required to notify all potentially affected policyholders of the proposed scheme, ensuring that they are aware of the impending changes and have the opportunity to express any concerns. The notice clearly stipulates the need for policyholders to be informed and offers them a chance to be heard at the Federal Court hearing. Additionally, Atradius is obligated to make available all necessary documents, including the scheme, a summary, and an actuarial report, to facilitate informed decision-making by the policyholders and the Court.
In terms of consequences for non-compliance or breaches, the Act does not explicitly state specific offences or penalties within the notice itself. However, any failure to comply with the statutory requirements for the transfer of insurance business could potentially result in legal challenges from policyholders or regulatory action. The seriousness of such breaches could lead to significant legal and financial repercussions for the insurers involved. The overarching principle is that any transfer must be conducted in a manner that protects the interests of policyholders and adheres to the provisions outlined in the Insurance Act 1973 (Cth).