Transfer of Insurance Business from AXA Insurance UK plc to RiverStone Insurance (UK) Limited

Key Dates

UK

Directions Hearing: 24^th April 2018

Sanctions Hearing: 14^th September 2018

Effective Date of the Transfer: 1^st October 2018

 

Jersey

Directions Hearing: 25^th April 2018

Sanctions Hearing: 20^th September 2018

Effective Date of the Transfer: 1^st October 2018

Documents

FAQs

More about the companies and the business to be transferred

What is the proposed Transfer?

The proposed transfer involves the transfer of a portfolio of run-off insurance and reinsurance business that is administered in the UK under Part VII of the Financial Services and Markets Act 2000 (FSMA) (the Transfer).  The portfolio of business included in the Transfer has been written or assumed by AXA Insurance UK plc (AXA Insurance or the Transferor), which is a member of the AXA S.A. group of companies (the AXA Group), and its predecessors, various non-life insurance companies in the Guardian Royal Exchange Group, UAP Provincial Insurance Plc and AXA Insurance Company Limited, and is proposed to be transferred to RiverStone Insurance (UK) Limited (RIUK or the Transferee).  The former names of, and business assumed by, AXA Insurance are listed in the Notice for the Transfer, a copy of which can be found here.

The portfolio of business which will be the subject of the Transfer is specifically a portfolio of public liability and employers’ liability policies that provide cover in respect of accident, sickness and stress claims and which were written in the UK, the Channel Islands and the Isle of Man, on or before 31 December 2001 (the Portfolio).

In addition to and independently of this Transfer, RiverStone Insurance Limited (RIL) (another entity within the RiverStone Europe group of companies (the RiverStone Group)) and RIUK are proposing to transfer the entirety of RIL’s insurance and reinsurance business, which is currently in run-off, to RIUK (the RiverStone Internal Transfer). The RiverStone Internal Transfer will involve a separate insurance transfer arrangement under Part VII of FSMA, which also will be considered, and reported on by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA), and will be subject to the sanction of the High Court of Justice in England and Wales (the Court). You are not required to take any action in respect of the RiverStone Internal Transfer.

The Portfolio includes some insurance business carried on in or from within Jersey. In order for the transfer of such business to take effect, there will be an insurance business transfer scheme under the Insurance Business (Jersey) Law 1996 (the Jersey Scheme). For the Jersey Scheme to become effective, in addition to the Court approving the Transfer, the Jersey Scheme must be sanctioned by the Royal Court of Jersey (the Jersey Court). Further details about the Jersey Scheme are provided below.

Who is The AXA S.A. Group?

The AXA S.A. Group is a French-based global insurance and asset management group.

What business was written by AXA Insurance?

AXA Insurance is incorporated in England and Wales, is regulated by the PRA and FCA and is part of the AXA Group. AXA Insurance and its predecessors, various non-life insurance companies in the Guardian Royal Exchange plc Group, UAP Provincial Insurance Plc and AXA Insurance Company Limited, have written UK casualty business since the 1920s. AXA Insurance’s casualty coverage is exposed to claims from all types of industrial disease, including but not limited to asbestos-related disease, noise induced hearing loss, repetitive strain injury, vibration white finger, as well as claims for stress and abuse.

Traditionally AXA Insurance operated through brokers who typically issued policies direct to policyholders. It is likely therefore that you will have primarily dealt with a broker or other intermediary in relation to any policies that you hold that were issued by AXA Insurance (or its predecessors).

What is in the Portfolio of transferring policies?

The Portfolio of transferring policies consists of more than 2.9 million commercial public liability and employers’ liability policies which provide cover in respect of disease, stress and abuse claims and which were written in the UK, the Channel Islands and the Isle of Man, on or before 31 December 2001. The earliest Transferring Policy dates back to the 1920s and the majority of the transferring policies were written in the 1970s and 1980s. The Portfolio is exposed to claims from all types of industrial disease, including but not limited to asbestos-related disease, noise induced hearing loss, repetitive strain injury, vibration white finger, as well as claims for stress and abuse.

Who is RIUK?

The Transferee, RIUK or RiverStone Insurance (UK) Limited, is a UK incorporated member of the RiverStone Group. RIUK is an indirect, wholly owned subsidiary of Fairfax Financial Holdings Limited, a company domiciled in Canada and listed on the Toronto Stock Exchange. It is regulated in the UK by the PRA and FCA. It was incorporated in 1974 and commenced underwriting non-life insurance and reinsurance business.

The RiverStone Group specialises in the management of legacy and run-off insurance businesses and portfolios and has extensive experience in claim resolution and reinsurance recovery.

RIUK is currently in run-off, having written and assumed a diverse portfolio including short and long tail liabilities. The majority of its remaining business is in respect of long tail casualty business which includes U.S. workers compensation, European motor liability, medical malpractice, asbestos, pollution and health hazard losses, marine, aviation and non-marine property business. RIUK’s business was largely written on a wholesale basis, primarily through London Market brokers and is comprised mainly of reinsurance.

The Transfer

What is a Part VII transfer?

A “Part VII transfer” is the name sometimes given to a transfer of insurance business under Part VII of FSMA. It is a statutory scheme whereby the liabilities of one insurer (or a number of insurers) and corresponding assets are transferred to another insurer. The process that must be followed is stringent to ensure that policyholders are protected. To be effective, the Transfer is required to be sanctioned by the Court. In considering a Part VII Transfer, the Court will take into account the views of the PRA, the FCA and the independent expert appointed to report on the effect of the proposed Transfer on policyholders and other key stakeholders (the Independent Expert) and any objections made by affected parties such as policyholders and reinsurers.

Why is the AXA Group doing the Transfer?

The Transfer will enable the AXA Group to focus on its core strategic objectives and product set, while ensuring that customers continue to be treated fairly and with the utmost integrity by transferring the Portfolio to RIUK.

Who is paying for the Transfer?

The cost of the Transfer will be borne by AXA Insurance and RIUK. No costs to accomplish the Transfer will be passed on to policyholders.

What is the Scheme Document?

This is the legal document which governs the transfer of the Portfolio from AXA Insurance to RIUK and sets out the precise terms of the Transfer. The Scheme Document is subject to Court approval. We have included a summary of the Scheme Document within section 3 of the Explanatory Booklet, which you can download, together with a full copy of the Scheme Document from the documents tab on this website. If you would like a paper copy posted to you, then please contact AXA Insurance or RIUK at the contact details provided at the end of these FAQs.

When will the proposed Transfer happen?

If the proposals are sanctioned by the Court, then we expect that the Transfer will take place at 00:01 BST on 1 October 2018 (the Effective Date).

Effects of the Transfer

What will be the effect of the Transfer?

A summary of the key terms of the Scheme Document is set out within section 3 of the Explanatory Booklet, which you can download from the documents tab on this website. In broad terms, the effect of the Scheme Document will be that the AXA Insurance’s rights and obligations under the Portfolio of transferring policies will be transferred, without alteration, to RIUK. Any rights or obligations that you have under such policies will remain unchanged, but following the Transfer, they will instead be exercisable against or owed to RIUK.

The Transfer will include all corresponding assets matching the insurance and reinsurance policies to be transferred, including outwards reinsurance assets.

What changes will we notice?

The Transfer will not affect how policies are dealt with in any way or change any terms and conditions of your policies. There will be no need to re-issue any policy documentation. However, if the Transfer becomes effective, RiverStone Management Limited (RSML), which manages the day-to-day business of RIUK, will primarily manage the Portfolio following the Transfer.

If your policy is currently serviced by a broker or intermediary, then they will continue to service your policy, and you should continue to contact your current broker or other intermediary for any policy or claim related queries in the usual way. This applies equally to policyholders and cedants of both the Transferor and Transferee entities.

In addition, in relation to employers’ liability policies in the Portfolio, individual claimant’s rights under the Third Parties Rights Against Insurers Act 2010 and under the Third Party Rights Against Insurers Act 1930 (as applicable) are not affected by the Transfer.

What will happen to claims?

Claims are currently handled by AXA Liabilities Managers SAS UK branch (AXA LM) on behalf of AXA Insurance and will continue to be processed and paid by AXA LM up until the Effective Date of the Transfer. After the Effective Date, the AXA LM team that currently manages claims is expected to transfer to RIUK’s run-off manager, RSML, which is also part of the RiverStone Group, and will continue to manage and administer claims. After the Effective Date, claims will be paid by RIUK in place of AXA Insurance. There will be no change in the way that claims are processed following the transfer to RIUK. For contact details for RIUK and RSML please refer to the RiverStone website at: www.trg.com.

How will the Transfer affect the security of my policy?

The legal and regulatory framework relating to an insurance business transfer proposal seeks to ensure that policyholders’ interests are safeguarded and the security and benefit to all groups of policyholders of the Transferor and the Transferee will not be adversely affected. This includes detailed consultation with the PRA and FCA and an independent assessment by the Independent Expert of how the Transfer will impact different groups of policyholders with differing rights, benefits and interests. The appointment of the Independent Expert has been approved by the PRA in consultation with the FCA. The Independent Expert’s overall conclusion is as follows: “I have considered the Transfer and its likely effect on each of the relevant policyholder groups. I have concluded that the risk of any policyholder being adversely affected by the proposed Transfer is sufficiently remote for it to be appropriate to proceed with the proposed Transfer as described in my report.” The full report of the Independent Expert may be obtained, free of charge, from the documents tab on this website, or by contacting AXA Insurance or RIUK at the contact details provided at the end of these FAQs.

Will transferring employers’ liability policies continue to be traceable through ELTO?

Key policy details relating to all known employers’ liability policies written by AXA Insurance since 1 April 2011, as well as any policies written before 1 April 2011 with an outstanding claim as at that date or where a claim has been made on or after that date and liability is accepted are included on the database held by the Employers Liability Tracing Office (ELTO), through which AXA Insurance’s insurance coverage can be traced. Following the Transfer, RIUK will be traceable in the same way through this database and will be named as the relevant insurer instead of AXA Insurance. After the Transfer, the AXA LM team that currently manages claims under the Transferring Policies will transfer to RSML and will handle any existing or future claims on behalf of RIUK.

I am not based in the UK – how does the Transfer affect me?

If the Court sanctions the Transfer, its decision will bind all policyholders as a matter of English law and will be recognised in all other European Economic Area (EEA) jurisdictions.

How will the Transfer affect reinsurers (and retrocessionaires)?

Where an outwards reinsurance policy covers both transferring and other AXA policies that will not transfer to RIUK under the Transfer, such reinsurance policy will be split between RIUK and AXA Insurance. The terms and conditions of any such reinsurance policy (including, where applicable, the deductibles, limits and any other applicable policy limitations) will continue to apply in aggregate across both RIUK and AXA Insurance, so that, in effect, reinsurers are no better or no worse off than before the Effective Date.

Notification of claims will continue to be made in the same way as before up until the Effective Date of the Transfer. After the Effective Date, to the extent that reinsurance attaches to the Transferring Policies, claims may be notified by RIUK (or its agents). To the extent that reinsurance attaches to the business of the Transferor other than the Transferring Policies, claims would continue to be notified by AXA Insurance (or its agents).

There will be no change to the claims agreement process or the calculation, cession and collection of reinsurance recoveries. Set-off rights that exist prior to the Transfer in respect of the Transferor will exist in respect of the Transferor and/or Transferee in place of the Transferor (as relevant) following the Transfer. No action is required by you.

The Independent Expert

Who is the Independent Expert?

The Independent Expert is Mr. Philip Tippin of KPMG LLP. He is a partner in the non-life actuarial practice of KPMG LLP (KPMG). He has been a Fellow of the Institute and Faculty of Actuaries for 19 years. Philip Tippin has been an actuarial services partner since 2004. He joined KPMG in 2001 and has led its general insurance actuarial business for much of his time with the firm. He has worked on a number of previous Part VII transfers over this period. Philip qualified as a Fellow of the Institute of Actuaries in 1998 with Watson Wyatt, having specialised in general insurance actuarial work since the start of his career.

Prior to joining KPMG, Philip also worked as a consultant with Deloitte, and spent several years as a syndicate actuary in the Lloyd’s Market with Venton (latterly Alleghany) Underwriting.

What does the Independent Expert do?

The Independent Expert has been appointed under section 109 of FSMA to report his opinion on the likely effect of the Transfer proposals on policyholders and other key stakeholders of the Transferor and Transferee including whether any of their interests could in any way (either directly or indirectly) be adversely affected by the Transfer. His appointment has been approved by the PRA in consultation with the FCA. He is not an advisor to any company involved in the Transfer, but is a person independent of the parties involved whom the PRA and FCA consider has the necessary skills to assess the effect of the Transfer. His primary role is to consider the Transfer and to report his opinion to the Court. His report must be impartial, based on a thorough review of the proposals and the businesses of the Transferor and Transferee entities and in a form that is approved by the PRA in consultation with the FCA. All relevant companies have provided Mr Tippin with access to key staff and any information he has requested.

Who pays the Independent Expert?

The cost of the Independent Expert is split equally between AXA Insurance and RIUK; however he has an overriding duty to the Court, to assist the Court and to give the Court independent expert evidence on the Transfer.

What does it mean that he is independent?

In accordance with FSMA, Mr Tippin’s overriding duty of responsibility is to the Court and not to the companies involved in the proposed Transfer. His report must be impartial. His appointment has been approved by the PRA in consultation with the FCA, who were provided with evidence to demonstrate his independence from the parties to the Transfer.

You can download a full copy of his report from the documents tab on this website. The Independent Expert may also prepare a supplement to his report prior to the Court hearing in relation to any matters which may have changed or have been updated since his first report.

Any supplementary report will be made available on the documents tab on this website in advance of the hearing to sanction the Transfer. If you would like a paper copy of any of the reports posted to you then please contact AXA Insurance or RIUK using the contact details provided at the end of these FAQs.

More about the Transfer process

Why are you writing to me?

In order for the Transfer to take place, a rigorous legal and regulatory approval process must be followed. Policyholder protection is paramount and, as part of the legal process, notification to policyholders, claimants and other key stakeholders is required. The manner in which the formal notifications of the Transfer are being issued has been discussed with the PRA and FCA, and approved by the High Court.

Have the FCA and PRA reviewed the Scheme Document?

Under FSMA, the ultimate decision as to whether to sanction a Part VII transfer lies with the Court. The PRA, in consultation with the FCA, will be responsible for specific regulatory functions connected with Part VII transfer applications including approval of the appointment of the Independent Expert and the form of his report, approval of the press notices and notification letters sent to policyholders and other affected parties and the provision of relevant regulatory certificates as required by legislation.

Both the PRA and the FCA have the right to make written and oral representations to the Court, including providing the Court with reports setting out their views on the proposed Scheme Document, which the Court will take into account in deciding whether the Scheme Document is fair and whether policyholders’ interests are safeguarded.

Can I vote on the Transfer?

There are no voting procedures in relation to a Part VII transfer and you are not required to take any action in relation to the Transfer. If the Transfer is sanctioned by the Court, all affected policies will automatically transfer to RIUK. However, you do have a right to object to the Transfer proposals and for your objection to be heard by the Court. Please refer to the next question for details on what to do if you wish to object.

What if I have an objection to the Transfer?

We hope this website provides you with sufficient information to allow you to understand what is being proposed, and answer any questions that you may have. However, if you believe that you will be adversely affected by the Transfer or wish to raise any concerns, you have the right to make written representation and/or appear at the Court hearing to sanction the Transfer.

The Court hearing is scheduled to take place on 14 September 2018 at the Rolls Buildings, Royal Courts of Justice, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK. If you wish to make representations at the Court hearing but are not able to attend the hearing, you may do so by writing to AXA Insurance or RIUK using the contact details provided at the end of these FAQs or the solicitors of AXA Insurance and RIUK at the address details given below.

Any person who intends to appear at the Court, or to make representations in writing, is requested to notify AXA Insurance or RIUK using the contact details provided at the end of these FAQs or Freshfields Bruckhaus Deringer LLP, solicitors of both AXA Insurance and RIUK, as soon as possible and ideally at least five days before the Court hearing at 65 Fleet Street, London, EC4Y 1HS (Ref:166187:0002/GHFS).

If you raise an objection about the proposed Transfer, we will respond in writing or telephone within five working days, either to respond to your objection, or to acknowledge receipt of your objection. If we are simply acknowledging receipt of your objection, we will tell you in our letter when we will respond in full.

We will keep a record of all the objections received and will provide these to the Court, the PRA and the FCA, along with a copy of our responses. If you make your objection in writing, this will be included in the information supplied to the Court. Notifying us of your objection in advance of the Court hearing does not affect your right to attend and make your objection at the Court hearing itself, which you will still be able to do.

Where and when will the Court hearing take place?

The Court hearing is scheduled to take place on 14 September 2018 at the Rolls Buildings, Royal Courts of Justice, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK. It is possible that the hearing date may change. Anyone wishing to attend the hearing should check this website which will be updated should the hearing date change. Please check the website regularly for any updates.

Who can attend?

The Court hearing will be attended by representatives of AXA Insurance and RIUK, and the Independent Expert. AXA Insurance and RIUK will be jointly represented at the Court hearing by a barrister. The PRA and FCA also have the right to attend. The Court hearing is open for members of the public to attend. If you have an objection to the Transfer because you believe you will be adversely affected by it, then you can attend (in person or by a legal representative), and make your objection at the Court hearing.

If you do intend to appear or to be represented at the Court hearing, you are requested to notify AXA Insurance or RIUK using the contact details provided at the end of these FAQs or Freshfields Bruckhaus Deringer LLP, the solicitors of both AXA Insurance and RIUK, as soon as possible and ideally at least five days before the Court hearing at: 65 Fleet Street, London, EC4Y 1HS (Ref:166187:0002/GHFS).

What will happen at the Court hearing?

The Judge will review whether all of the legal procedures for completing a Part VII transfer have been followed correctly. The Judge will also review the witness statements and evidence presented by the Transferor and Transferee in support of the proposed Transfer, and consider the reports of the Independent Expert, the PRA and the FCA.

Time will be allocated to hear any objections put forward (whether in writing or in person) by affected policyholders or any other person who alleges that they would be adversely affected by the proposals.

The Judge must decide whether or not it is appropriate to sanction the Transfer, taking all of the evidence into account. If the Judge does sanction the Scheme Document, then a Court Order is made which allows the Transfer to come into effect at the time specified in the Order.

Further information and action required

Do I need to do anything?

If you believe that you will be adversely affected by the Transfer or wish to raise concerns in relation to the Transfer, you have the right to object. Please see the response to “What if I have an objection to the Transfer?” above for details of the steps you should take if you wish to object.

However, if you are happy with the proposed Transfer, you do not need to do anything. You are not required to take any action in relation to the Transfer. If the Transfer is sanctioned by the Court, all rights, liabilities and obligations under all of the affected policies will automatically transfer to RIUK along with any claims relating to those policies. There will be no need to reissue any policy documentation.

It is possible that there may be other parties with an interest under your policy or policies with the Transferor or Transferee entities (for example, joint holders, assignees, subsidiaries or affiliates). If you believe that any other party may be affected by the Transfer in relation to any of your policies, please provide details of this website to them as soon as possible. Similarly, if you have assigned your policy to someone else, then please provide details of this website to them.

How will I know if the Scheme Document has been sanctioned?

We will announce the outcome of the Court application on this website.

If the Transfer is sanctioned, it is expected to become legally effective on 1 October 2018 and all future communications relating to the business that has been transferred will be made by RIUK. If the Transfer is not sanctioned, there will be no change to the legal entity with whom your policy is placed.

Further information about the Jersey Scheme

What is the Jersey Scheme?

The Jersey Scheme is required to effect the transfer of insurance business carried on in or from within Jersey. The terms of the Jersey Scheme are based on and are substantially the same as the terms of the Transfer, which are set out in the Scheme Document. The summary of the Scheme Document within section 3 of the Explanatory Booklet, which you can download from the documents tab on this website, applies equally to the Jersey Scheme as to the Transfer, except that the Jersey Scheme will be governed by Jersey law and certain modifications or amendments of the Jersey Scheme would require approval of the Jersey Court rather than the Court.

The full terms of the Jersey Scheme document is available free of charge on the documents tab on this website.

When will the Jersey Scheme become effective?

The Jersey Scheme will only become effective if the Transfer becomes effective and the Jersey Court sanctions the Jersey Scheme. If the proposals are sanctioned by the Jersey Court, then we expect that the Jersey Scheme will become effective at the same time as the Transfer, which is due to take place at 00:01 BST on 1 October 2018.

Has the Independent Expert considered the Jersey Scheme?

The Independent Expert has considered the Jersey Scheme and the conclusions in his report and the summary of his report enclosed apply equally to the Jersey Scheme as to the Transfer.

What if I have an objection to the Jersey Scheme?

If you believe that you will be adversely affected by the Jersey Scheme you have the right to be heard by the Jersey Court at the hearing to sanction the Jersey Scheme.

Any person who intends to appear at the Jersey Court is requested to notify AXA Insurance or RIUK using the contact details provided at the end of these FAQs or Freshfields Bruckhaus Deringer LLP, solicitors of both AXA Insurance and RIUK, as soon as possible and ideally at least five days before the Jersey Court hearing, at 65 Fleet Street, London, EC4Y 1HS (Ref:166187:0002/GHFS JERSEY SCHEME).

Where and when will the Jersey Court hearing take place?

The Jersey Court hearing is scheduled to take place on 20 September 2018 at the Royal Court of Jersey, Royal Court House, Royal Square, St Helier, Jersey JE1 1JG.

It is possible that the hearing date may change. Anyone wishing to attend the hearing should check this website, which will be updated should the hearing date change. Please check the website regularly for any updates.

Where can I find out more information?

We have included information within this website to help you to understand the proposed Transfer. Further information about the Transfer, including the full terms of the Scheme Document and the full report of the Independent Expert, is available free of charge on the documents  tab on this website.

The Independent Expert has also prepared a separate report to address the RiverStone Internal Transfer (see “What is the proposed Transfer?” at the top of these FAQs), which is available free of charge at: www.riltoriuk.co.uk.

If you are an AXA Insurance policyholder and have any other queries relating to the Transfer or would like hard copies of the Transfer documents to be sent to you, please contact AXA Insurance by:

• telephone helpline on 01473 337100 (or, if resident · outside the UK, on +44 1473 337100);
• by email to partvii.UK@axa-uk.co.uk; or
• in writing to Company Secretary, AXA Insurance UK plc, 5 Old Broad Street, London EC2N 1AD.

The helpline will be open between the hours of 9.00 a.m. and 5.00 p.m. from Monday to Friday UK time (excluding Bank Holidays). When calling the helpline number outside of these hours, please leave a short message stating the nature of your query and your contact details and AXA Insurance will endeavour to return your call within 48 hours (excluding Saturdays, Sundays and Bank Holidays). If you contact AXA Insurance by email in writing, they will respond to you within five working days in writing or by telephone if details are provided, either to respond to your query, or to acknowledge receipt of your query. If AXA Insurance are simply acknowledging receipt of your query, they will tell you in their response when they will respond in full.

If you are an existing RIUK policyholder and have any other queries relating to the Transfer or would like hard copies of the Transfer documents to be sent to you, please contact RIUK:

• on its helpline on 01273 792475 (or, if resident · outside the UK, on +44 1273 792475);
• by email to axatoriuk@rsml.co.uk; or
• in writing to F.A.O. Fraser Henry, RiverStone Insurance (UK) Limited, Park Gate, 161-163 Preston Road, Brighton, East Sussex, BN1 6AU.

The helpline will be open between the hours of 9.30 a.m. and 5.30 p.m. from Monday to Friday UK time (excluding Bank Holidays).

All future updates relating to the Transfer will be posted onto this website, including any changes to the date of the Court hearing and a copy of any supplementary report prepared by the Independent Expert. Please check the website regularly for any updates.

Contact Details

AXA Insurance UK plc

Telephone number: +44(0)1473 337100

Email Address: partvii.UK@axa-uk.co.uk

Postal Address for written requests: The Company Secretary, AXA Insurance UK plc, 5 Old Broad Street, London, EC2N 1AD

RiverStone Insurance (UK) Limited

Phone: +44(0)1273 792475

Email: axatoriuk@rsml.co.uk

Postal Address for written requests: F.A.O Fraser Henry, RiverStone Insurance (UK) Limited, Park Gate, 161-163 Preston Road, Brighton, East Sussex, BN1 6AU