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 AXA Corporate Solutions Assurance to the Australian Branch of XL Insurance Company SE.
Notice is given that the Australian branch of XL Insurance Company SE ABN 36 083 570 441 (XLICSE) 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 the Australian branch of AXA Corporate Solutions Assurance ABN 95 138 904 284 (ACSA) to XLICSE (Scheme).
ACSA is a limited liability company incorporated in France and XLICSE is a societas europaea (public limited liability company) incorporated in Ireland. Both the Australian branches of ACSA and XLICSE are regulated under the Corporations Act 2001 (Cth) and authorised under the Act to carry on insurance business in Australia.
Should the Scheme be confirmed by the Court, XLICSE will be substituted for ACSA under policies issued or underwritten by ACSA.
Any policyholder who may be affected by the Scheme (Affected Policyholders) has the right to:
- obtain a copy of the Scheme and associated documentation free of charge on request; and
- attend the Court hearing and request to be heard on the application for confirmation of the Scheme.
An application by XLICSE for confirmation of the Scheme will be made to the Court in Sydney in or about August 2019 (the exact date will be published on the website https://axaxl.com/insurance/global/asia-pacific/australia when available). If you wish to appear at the hearing, it would assist if you could first contact XLICSE'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 reports upon which the Scheme is based (Scheme Documents) at the places set out below during the hours of 9:00am to 5:00pm each day (other than weekends and public holidays) from 23 July 2019 until 15 August 2019 (inclusive).
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 | NEW ZEALAND
Fee Langstone
Level 18, 51 Shortland Street
Auckland 1140 New Zealand |
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An Affected Policyholder may also obtain a copy of the Scheme Documents free of charge by contacting XLICSE by telephone +61 2 8270 1400 or by email to australiaportfoliotransfer@axaxl.com.
A copy of the Scheme Documents can be viewed during the period set out above at the following website: https://axaxl.com/insurance/global/asia-pacific/australia
If you have any other enquiries you may contact the XLICSE Legal Counsel & Compliance Officer at the contact details referred to above.
In order to assist you in assessing whether you may be an Affected Policyholder, please note that ACSA’s insurance business is largely distributed through intermediaries. It is suggested you contact your broker or agent 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 the protection of policyholders and the stability of the insurance market. The Act was introduced to address the need for a comprehensive legal framework governing the conduct and regulation of insurance companies in Australia. The policy objective of the Act is to protect the interests of policyholders and the public by ensuring that insurance companies are financially sound and operate in a manner that is fair and responsible. The Act provides for the regulation of insurance activities, the licensing of insurance companies and intermediaries, and the oversight of insurance products and practices. The Insurance Act 1973 (Cth) is administered by the Australian Parliament, which has the authority to enact and amend legislation relating to insurance in Australia.
Scope and Application
The notice pertains to the proposed transfer of the insurance business of the Australian Branch of AXA Corporate Solutions Assurance (ACSA) to the Australian Branch of XL Insurance Company SE (XLICSE), necessitating the confirmation of a scheme under Division 3A of Part III of the Insurance Act 1973 (Cth). Both entities are regulated under the Corporations Act 2001 (Cth) and authorised to conduct insurance business in Australia. Should the Federal Court of Australia confirm the scheme, XLICSE will replace ACSA under existing policies. Policyholders potentially affected by this transfer (Affected Policyholders) have the right to obtain copies of the scheme and associated documentation free of charge and to attend the court hearing to voice any concerns. The court application is expected in August 2019, with exact details to be published on the provided website. The scheme applies nationwide, with designated law firms in each state and territory providing access to the scheme documents and legal advice. The application process is subject to the terms of the Insurance Act 1973 and any subordinate instruments that may further define the scheme’s execution and implications.
Key Provisions
The notice pertains to the intention of the Australian Branch of XL Insurance Company SE (XLICSE) 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) (1). This scheme involves the transfer of the insurance business of the Australian Branch of AXA Corporate Solutions Assurance (ACSA) to XLICSE (2). This notice is crucial for any policyholder who may be affected by this transfer (Affected Policyholders) and informs them of their rights and the procedure to follow should they wish to participate in the Court hearing regarding this application. Specifically, the notice outlines that if the Scheme is approved, XLICSE will replace ACSA under policies issued or underwritten by ACSA (3).
The obligations imposed by this Act on the parties involved, primarily XLICSE, include making the Scheme and associated documentation accessible to Affected Policyholders free of charge (4). This transparency measure is designed to ensure that policyholders have all necessary information to make informed decisions regarding their policies. XLICSE is also required to facilitate the process for Affected Policyholders who wish to attend the Court hearing and voice their opinions on the proposed Scheme (5). Additionally, XLICSE must ensure that any Affected Policyholder can obtain a copy of the Scheme Documents from specified locations or through direct contact during a specified period (6).
In the event of a breach of the obligations outlined in the Insurance Act 1973, there are potential legal consequences. While the notice does not detail specific offences or penalties, it is clear that any failure to comply with the statutory requirements could lead to legal actions. The penalties for non-compliance with such statutory obligations can range from fines to more severe sanctions, depending on the nature and extent of the breach. It is also important to note that the Court has the authority to impose additional conditions or requirements on the Scheme to ensure its fairness and compliance with the law.