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) TO TRANSFER THE INSURANCE BUSINESS OF ALLIANZ AUSTRALIA GENERAL INSURANCE LIMITED TO ALLIANZ AUSTRALIA INSURANCE LIMITED
TAKE NOTICE that Allianz Australia General Insurance Limited ABN 99 003 719 319 (AAGIL) proposes to make an application to the Federal Court of Australia (Court) for an order confirming a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) to transfer its insurance business (Insurance Business) to Allianz Australia Insurance Limited ABN 15 000 122 850 (AAIL) (Scheme).
AAGIL and AAIL are both part of the global Allianz Group of companies and the Scheme is being undertaken as part of an internal reorganisation of Allianz’s Australian business.
Should the Scheme be confirmed by the Court, the Insurance Business of AAGIL will be transferred to AAIL and AAIL will be substituted for AAGIL as the insurer under insurance policies issued by AAGIL on or about 1 September 2023. Persons affected by the Scheme may request to be heard by the Court.
The hearing of the application will take place on 9.30am on 18 August 2023 (or on such later date that the Court orders) at the Law Courts Building, Queens Square, 184 Phillip Street, Sydney, New South Wales 2000.
Any person, who in the Court’s opinion may be affected by the Scheme (Affected Policyholder) has the right to attend the Court hearing and ask to be heard by the Court on the application for confirmation of the Scheme.
If an Affected Policyholder wishes to be heard at the Court hearing on 18 August 2023 then please inform AAGIL and AAIL’s solicitors, Hall & Wilcox, not less than three days beforehand. Their contact details are:
Hall & Wilcox (attention: Philip Hopley),
Level 18, 347 Kent Street,
Sydney, NSW 2000
Telephone: 02 8267 3800
Email: philip.hopley@hallandwilcox.com.au
Affected Policyholders are not required to take any action if they have no objection to the Scheme.
Copies of this Notice, the Scheme document, a summary of the Scheme approved by the Australian Prudential Regulation Authority (Scheme Summary) and the actuarial report prepared by Mr Geoff Atkins of Finity Consulting Pty Ltd dated June 2023 upon which the Scheme is based (collectively, the Scheme Documents) will be available on the website listed below from 11 July 2023 until the date of the hearing.
Website: www.allianz.com.au/aagil-scheme-transfer.html
An Affected Policyholder may request a copy of the Scheme Documents to be provided (free of charge) by telephoning AAIL on 1300 051 575 between 9am and 5pm Australian Eastern Time, Monday to Friday, or by email to: AAGIL-Scheme-Transfer@allianz.com.au.
Affected Policyholders may also inspect a copy of the Scheme Documents or obtain copies (free of charge) from 14 July 2023 to 8 August 2023 on weekdays (not including public holidays) between 9am and 5pm, local time, at the following locations:
Australian Capital Territory Hall & Wilcox Level 4, 33 Ainslie Place, Canberra ACT 2601 | New South Wales Hall & Wilcox Level 18, 347 Kent Street, Sydney NSW 2000 | Northern Territory Hall & Wilcox Tenancy A, Ground Floor, 18 Smith Street, Darwin NT 0800 | Queensland Hall & Wilcox Level 18, 240 Queen Street, Brisbane QLD 4000 |
South Australia Hall & Wilcox Level 5, 19 Grenfell Street, Adelaide SA 5000 | Tasmania Dobson Mitchell Allport 59 Harrington Street, Hobart TAS 7000 | Victoria Hall & Wilcox Level 11, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 | Western Australia Hall & Wilcox Level 19, 108 St Georges Terrace, Perth WA 6000 |
Should you require further information or have any questions or concerns about the proposed Scheme, please contact AAIL by telephone on 1300 051 575 between 9am and 5pm Australian Eastern Time, Monday to Friday.
It is recommended that each Affected Policyholder obtain and review a copy of the Scheme Documents to understand the impact of the Scheme on their rights and interests.
Overview
The Insurance Act 1973 (Cth) was enacted to address gaps in the regulation of the insurance industry in Australia, particularly in relation to consumer protection and the stability of the industry. This legislation was introduced by the Australian Parliament to provide a framework for the regulation of insurance businesses, ensuring that they operate in a manner that is fair and responsible, and to protect policyholders' interests. The primary policy objective of the Act is to maintain the financial stability of the insurance sector, ensuring that insurance companies can meet their obligations to policyholders. In this context, Division 3A of Part III of the Act facilitates the reorganisation of insurance businesses, such as the proposed transfer of the insurance business of Allianz Australia General Insurance Limited to Allianz Australia Insurance Limited. This transfer aims to streamline operations within the Allianz Group in Australia while ensuring that policyholders' rights and interests are protected throughout the process.
Scope and Application
The Insurance Act 1973 (Cth) governs the transfer of insurance business between entities within Australia, and the proposed scheme by Allianz Australia General Insurance Limited (AAGIL) to transfer its insurance business to Allianz Australia Insurance Limited (AAIL) falls under Division 3A of Part III of this Act. This scheme applies to all persons and entities affected by the transfer of the insurance business, including policyholders and any other stakeholders who may have an interest in the business operations of AAGIL. The geographic scope of this legislation is national, as it pertains to the Australian insurance industry and is subject to the regulatory oversight of the Commonwealth. While the notice does not explicitly state any exclusions or exemptions, it is likely that certain categories of policyholders or transactions may be excluded from the scope of this particular scheme, given the specific nature of the reorganisation. The application of this Act is further extended and detailed through subordinate instruments, which may include regulations and guidelines set by the Australian Prudential Regulation Authority. The proposed scheme must be confirmed by the Federal Court of Australia, ensuring that the transfer of insurance business complies with the provisions of the Insurance Act 1973 (Cth) and that the rights and interests of affected parties are adequately safeguarded.
Key Provisions
The legislation in question, Gazette C2023G00790, details Allianz Australia General Insurance Limited’s (AAGIL) intention to apply to the Federal Court of Australia for the confirmation of a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth) (s.1). This scheme, if approved, will facilitate the transfer of AAGIL’s insurance business to Allianz Australia Insurance Limited (AAIL) (s.2). The primary purpose of this transfer is to reorganise Allianz’s Australian operations internally. Should the Court confirm the scheme, AAIL will replace AAGIL as the insurer under policies issued by AAGIL on or about 1 September 2023 (s.3).
The Act imposes several obligations and requirements on the parties involved. AAGIL and AAIL must ensure that all Affected Policyholders are informed of the proposed scheme and their rights to be heard by the Court. This includes providing adequate notice and information about the scheme and its implications, as well as making the Scheme Documents available to the public (s.4). Additionally, the Act mandates that Affected Policyholders who wish to be heard by the Court must notify AAGIL and AAIL’s solicitors, Hall & Wilcox, at least three days before the hearing (s.5). Furthermore, AAGIL and AAIL must facilitate access to the Scheme Documents, allowing Affected Policyholders to review them either online, by requesting a copy, or by inspecting them at specified locations across Australia (s.6).
In terms of consequences, the Act does not explicitly state penalties or offences for breach of its provisions in the context of this specific notice. However, any failure by AAGIL or AAIL to adhere to the statutory requirements could potentially lead to legal challenges or disputes from Affected Policyholders. Such non-compliance might result in the Court refusing to confirm the scheme or imposing additional conditions to protect the interests of Affected Policyholders. It is also important to note that any actions taken by the Court would be based on the principles of fairness and the protection of policyholder interests, as outlined under the Insurance Act 1973 (Cth) (s.7).