UK Legacy Business Transfer

Update

The Transfer was sanctioned at the High Court of Justice of England and Wales (High Court) in London on 13 June 2019, with an Effective Date of 1 July 2019.

The Sanction Order can be found here.

About

Business to be transferred

The Transfer relates to commercial general insurance policies. These policies may cover liability claims for all types of industrial disease, including (but not limited to) asbestos-related disease, noise induced hearing loss and abuse. Generally, claims emanate in relation to known sets of policies and Policyholders. 

Royal & Sun Alliance Insurance plc

With the exception of certain excluded policies described below, the Scheme will transfer from RSAI to Mercantile all of RSAI’s commercial general insurance policies that include liability cover and that were either: (i) written by or on behalf of RSAI prior to 2006, or (ii) written by or on behalf of another insurer prior to 2006 and transferred to RSAI prior to 7 February 2017.

The excluded policies referred to above that will not transfer under the Scheme comprise:

(A)   policies that relate solely to marine or motor liabilities;

(B)   policies underwritten by a branch or agency incorporated or domiciled outside the UK;

(C)   any policy that was transferred to RSAI from Harworth Insurance Company Limited pursuant to a transfer agreement dated 20 December 2013;

(D)   any policy underwritten by or on behalf of RSAI through the insurance pool managed by International Oil Insurers;

(E)    any policy underwritten by or on behalf of RSAI through the insurance pool managed by the British Insurance (Atomic Energy) Committee for American Risks;

(F)    any policy underwritten by or on behalf of RSAI or Royal & Sun Alliance Reinsurance Limited (as reinsurer) to Arrowood Indemnity Co or any company controlled by Arrowpoint Capital (as cedant);

(G)   any domestic mortgage indemnity policy;

(H)   any policy underwritten by RSAI in respect of business written by any strategic network partner in its home territory pursuant to a Producing Office Agreement with RSAI; and

(I)     a small number of specific policies which are identified by policy number in the formal documentation for the Scheme. 

The Scheme will also transfer various business contracts from RSAI to Mercantile, including all or part of certain outwards reinsurance contracts, as explained further in section 5.2 below.

The RSAI business, comprising policies and business contracts and associated assets and liabilities, that is to be transferred to Mercantile by the Scheme is referred to as the “RSAI Transferred Business”.

The Marine Insurance Company Limited

The Scheme will transfer from MIC to Mercantile the following categories of commercial general insurance policies that were either (i) written by or on behalf of MIC, or (ii) written by or on behalf of another insurer and transferred to MIC prior to 7 February 2017:

(A)   all marine energy policies written prior to 2004;

(B)   all other marine policies written prior to 1997; and

(C)   all aviation policies written prior to 2009.

The Scheme will also transfer various business contracts from MIC to Mercantile, including all or part of certain outwards reinsurance contracts, as explained further in section 5.2 below.

The MIC business, comprising policies and business contracts and associated assets and liabilities, that is to be transferred to Mercantile by the Scheme is referred to as the “MIC Transferred Business”.  The RSAI Transferred Business and the MIC Transferred Business are referred to as the “Transferred Business” under the Scheme.

The Part VII Transfer Process

Before the Transfer can proceed under Part VII of the Financial Services and Markets Act 2000 (FSMA), it will require the approval (known as “sanction”) of the High Court of England and Wales (the UK Court).   If the UK Court sanctions the Transfer, those insurance policies, business contracts and associated assets and liabilities affected by the Transfer will automatically transfer to and become the responsibility of Mercantile from the date on which the Transfer takes legal effect.

Under Part VII of FSMA, an Independent Expert must report on the effects of the Transfer on the policyholders and other interested parties. Derek Newton, a fellow of the Institute and Faculty of Actuaries, of Milliman LLP, has been appointed to provide this report for the Transfer (the Report) as an Independent Expert and his appointment has been approved by the Prudential Regulation Authority, following consultation with the Financial Conduct Authority. Derek Newton has prepared the Report and he has found that policyholders and other interested parties will not be materially adversely affected by the Transfer.

Further Information

You will find the following information within the relevant sections of this website, to assist you with understand what the Transfer means for you:

Key Dates: The date on which the Sanction Hearing at the UK Court are expected to take place and the date on which the Transfer is intended to take legal effect.

Documents: Copies of various documents relating to the Transfer, including the Notice setting out details of the court hearings, the Scheme Document which sets out the terms of the Transfer, the Report of the Independent Expert and the information sent to interested parties with details of the Transfer.

FAQs: Answers to questions you may have about the Transfer, including further details of the insurance business included under it, how the Transfer will take place, the effects of the Transfer (including the continuing administration of policies) and the role of the Independent Expert. Importantly, it also sets out your rights if you think you may be adversely affected by the Transfer or you object to the Transfer. If you have no concerns about the Transfer then you do not need to do anything.

Contact details

Email address: RSATransfers@gcc.rsagroup.com