LIFE INSURANCE ACT 1995 (CTH)
INSURANCE (PRUDENTIAL SUPERVISION) ACT 2010 (NZ)
Notice of intention to apply to the Federal Court OF AUSTRALIA for confirmation of a scheme under Part 9 of the LIFE Insurance Act 1995 (Cth) to transfer the AUSTRALIAN AND NEW ZEALAND LIFE insurance business of THE NATIONAL MUTUAL LIFE ASSOCIATION OF AUSTRALASIA Limited to AMP LIFE Limited
AND
NOTICE OF APPLICATION to Reserve Bank of New Zealand FOR APPROVAL TO TRANSFER NEW ZEALAND INSURANCE BUSINESS of THE NATIONAL MUTUAL LIFE ASSOCIATION OF AUSTRALASIA Limited to AMP LIFE Limited UNDER sECTION 44 OF THE Insurance (Prudential Supervision) Act 2010 (NZ)
Notice is given that The National Mutual Life Association of Australasia Limited ABN 72 004 020 437 (NMLA) and AMP Life Limited ABN 84 079 300 379 (AMP Life) propose to make a joint application to the Federal Court of Australia seeking confirmation of a scheme under Part 9 of the Life Insurance Act 1995 (Cth) to transfer the Australian and New Zealand life insurance business of NMLA to AMP Life (Scheme). NMLA and AMP Life are each owned by AMP Limited ABN 49 079 354 519 and the Scheme is being undertaken as part of an internal reorganisation of the group.
Should the Scheme be confirmed by the Federal Court of Australia and the required approval, in the case of New Zealand life insurance business, be given by the Reserve Bank of New Zealand under the Insurance (Prudential Supervision) Act 2010 (NZ):
- all of the Australian and New Zealand life insurance business of NMLA will be transferred to AMP Life; and
- AMP Life will be substituted for NMLA under policies underwritten by NMLA,
on or about 1 January 2017.
The date fixed for the hearing of the application is 7 December 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 person who, in the Court's opinion, may be affected by the Scheme, can attend the Court hearing and request to be heard by the Court on the application.
If you'd like to be heard at the hearing, it would assist if you contact our lawyer, for Australian policy owners, Ms Pamela Madafiglio of MinterEllison on +61 (02) 9921 8888 or, for New Zealand policy owners, Mr Tim Williams of Chapman Tripp on +64 (09) 358 9840 between 9am and 5pm Monday to Friday, at least three business days before the hearing date.
Affected policy owners aren't required to take any action if they have no objection to the Scheme.
Invitation to New Zealand policy owners
If you're an owner of a NMLA or AMP Life policy in New Zealand you're invited to submit your views, comments and questions via the feedback form online, email or telephone using the details set out in this notice by no later than 31 October 2016 in order for them to be considered by the Reserve Bank of New Zealand. You'll still be able to provide your feedback after that time (until the hearing date) but it won't form part of the Reserve Bank of New Zealand’s approval process.
A copy of this notice, the Scheme, a summary of the Scheme approved by the Australian Prudential Regulation Authority, the actuarial report prepared by the appointed actuary of AMP Life and NMLA (Anton Kapel) dated 8 August 2016 and the independent actuarial report prepared by John Nicholls of Willis Towers Watson ABN 45 002 415 349 dated 2 September 2016 will be available free of charge to download, by email request or by calling on the details below:
Australia | New Zealand |
1300 057 492 (from 10 October 2016 between 9am and 5pm) transfer@amp.com.au | 0800 333 080 (from 10 October 2016 between 8am and 6pm) feedback@amp.co.nz |
www.amp.com.au/transfer (from 8 October 2016) | www.amp.co.nz/transferNZ (from 8 October 2016) |
Copies of these documents will also be available for inspection between 10 October 2016 and 2 November 2016 (inclusive), between 9am and 5pm (local time), Monday to Friday (other than public holidays) at the following locations. You can also request a free copy of the scheme documents at these locations during these times.
AUSTRALIA | |
New South Wales MinterEllison Level 40, Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000 Contact: James Stanton | Queensland MinterEllison Level 22, Waterfront Place 1 Eagle Street Brisbane QLD 4000 Contact: Cassandra Heilbronn |
Victoria MinterEllison Level 23, Rialto Towers 525 Collins Street Melbourne VIC 3000 Contact: Danielle Snell | Australian Capital Territory MinterEllison Level 3, 25 National Circuit Forrest ACT 2603 Contact: Caroline Hickey |
Western Australia MinterEllison Level 4, Allendale Square 77 St Georges Terrace Perth WA 6000 Contact: Jennifer Solliss | Northern Territory MinterEllison Level 1, 60 Smith Street Darwin NT 0800 Contact: Lhia-Clare Davis |
South Australia MinterEllison Level 10, Grenfell Centre 25 Grenfell Street Adelaide SA 5000 Contact: Paul Doecke | Tasmania Dobson Mitchell Allport 59 Harrington Street Hobart TAS 7000 Contact: Lisa Rankin |
| |
NEW ZEALAND | |
Auckland Chapman Tripp 23 Albert Street Auckland 1010 Contact: Tim Williams | Christchurch Chapman Tripp 245 Blenheim Road Christchurch 8041 Contact: Andrew Woods |
Wellington Chapman Tripp Level 17, 10 Customhouse Quay Wellington 6011 Contact: Mike Woodbury | |
Overview
The Life Insurance Act 1995 (Cth) was enacted to address the need for a robust regulatory framework governing life insurance companies in Australia. The Act establishes the Australian Prudential Regulation Authority (APRA) to supervise and regulate life insurance companies, ensuring they maintain adequate financial resources and meet other prudential standards to protect policyholders. The policy objective of the Act is to safeguard the financial stability of the life insurance sector and maintain public confidence in the industry. The Act was passed by the Australian Parliament, reflecting a commitment to providing a secure environment for life insurance policyholders. In the context of the proposed transfer of the Australian and New Zealand life insurance business of The National Mutual Life Association of Australasia Limited to AMP Life Limited, the Act provides the necessary legal framework for such a transfer to be approved by the Federal Court of Australia, subject to APRA's oversight and approval.
Scope and Application
The Life Insurance Act 1995 (Cth) applies to entities involved in the life insurance industry in Australia, specifically targeting life insurance businesses and their transfers. This legislation governs the prudential supervision of life insurance entities, ensuring that transfers of life insurance business are conducted in a manner that protects policyholders' interests. The Act extends its reach to include any person or entity proposing a transfer of life insurance business, such as in the case of the transfer of the Australian and New Zealand life insurance business of The National Mutual Life Association of Australasia Limited (NMLA) to AMP Life Limited. This transfer is being overseen by the Federal Court of Australia under Part 9 of the Act and requires approval from the Reserve Bank of New Zealand under the Insurance (Prudential Supervision) Act 2010 (NZ). The Act does not specify exclusions but requires compliance with various procedural and prudential requirements to ensure the integrity and stability of the life insurance market. Subordinate instruments may further extend or restrict the application of the Act, detailing specific conditions or processes for approved transfers.
Key Provisions
The main operative sections of the Notice of Intention and the Application concern the scheme proposed by The National Mutual Life Association of Australasia Limited (NMLA) and AMP Life Limited to transfer NMLA's Australian and New Zealand life insurance business to AMP Life. This is detailed under Part 9 of the Life Insurance Act 1995 (Cth) for the Australian portion and under section 44 of the Insurance (Prudential Supervision) Act 2010 (NZ) for the New Zealand portion. The scheme involves a comprehensive transfer of all life insurance policies held by NMLA to AMP Life, with AMP Life becoming the new policyholder under these policies. This transition is anticipated to occur on or around 1 January 2017, subject to the approvals from the Federal Court of Australia and the Reserve Bank of New Zealand.
The obligations and requirements imposed by the Act on the parties involved include the necessity for NMLA and AMP Life to provide detailed documentation and explanations of the scheme to both regulatory bodies and policyholders. This includes the preparation and submission of a scheme document, an actuarial report, and an independent actuarial report, which are to be made available to the public for review. The parties must also ensure that all policyholders, particularly those in Australia and New Zealand, are informed about the scheme and have the opportunity to voice their concerns or objections. Additionally, the parties are obligated to maintain transparency throughout the process, offering access to all relevant documents and facilitating communication with affected policyholders.
In terms of offences, penalties, or consequences for breach, the Act does not specify detailed penalties within the Notice itself. However, non-compliance with the requirements of the Life Insurance Act 1995 (Cth) and the Insurance (Prudential Supervision) Act 2010 (NZ) could result in legal action being taken against NMLA or AMP Life by the respective regulatory authorities. For the Australian segment, failure to comply with the Federal Court’s requirements could lead to the scheme being rejected, thereby preventing the transfer from proceeding. For the New Zealand segment, non-compliance with the Reserve Bank’s requirements could result in the denial of approval for the transfer. The specific penalties for such regulatory breaches are governed by the respective acts, which could include fines, corrective actions, or other regulatory sanctions.
Affected policyholders have the right to be informed and to participate in the process by attending the court hearing and providing feedback on the scheme. They are particularly encouraged to contact the designated lawyers if they wish to be heard at the hearing or to submit their views and questions to the Reserve Bank of New Zealand by the specified deadline. Those who do not object to the scheme are not required to take any action. The overarching goal is to ensure that the transfer is conducted in a manner that is fair and transparent, with due consideration given to the interests of all policyholders involved.