Other Notices
IN THE MATTER OF COUNCIL REGULATION (EC) NO. 2157/2001 ON THE STATUTE FOR A EUROPEAN COMPANY
NOTICE IS HEREBY GIVEN that:
(1) ACE Europe Life Plc, a public company limited by shares incorporated under and governed by the laws of England and Wales (registered number 05936400), whose registered office is at 100 Leadenhall Street, London, United Kingdom, EC3A 3BP ("AEL"); and
(2) Colt Merger 2 plc, a public company limited by shares incorporated under and governed by the laws of Ireland (registered number 615120), whose registered office is at 1st-2nd Floors, 1-2 Victoria Buildings, Haddington Road, Dublin 4, Ireland ("Colt Merger 2")
intend to form a European Company pursuant to Articles 2(1) and 17(2)(a) of Council Regulation (EC) No. 2157/2001 on the Statute for a European Company (the "SE Regulation").
The name of the European Company will be ACE Europe Life SE ("AEL SE") and its registered office will be in the United Kingdom at 100 Leadenhall Street, London, United Kingdom, EC3A 3BP.
The formation of AEL SE will occur in consequence of a merger between AEL and Colt Merger 2 whereby AEL shall acquire all the assets and liabilities of Colt Merger 2 by operation of law and subsequently be re-registered as a European Company in the United Kingdom pursuant to Article 29 of the SE Regulation.
In accordance with Article 21 of the SE Regulation, the constitutional documents, annual accounts and other documents referred to in Article 16(3) of Directive 2017/1132/EU are filed:
(1) in relation to AEL, with the Registrar of Companies, at Companies House, England and Wales, under company registration number 05936400; and
(2) in relation to Colt Merger 2, at the Companies Registration Office, Ireland under company registration number 615120.
In accordance with section 906 of the Companies Act 2006 and section 1135 of the Companies Act of Ireland, a copy of the Draft Terms of Merger has been delivered to Companies House, England and Wales and to the Companies Registration Office in Ireland.
The creditors of AEL may exercise their rights in accordance with section 938 of the Companies Act 2006 which provides for a right of objection. On the formation of the proposed AEL SE, all rights and obligations of every creditor of AEL shall be transferred, by operation of law, to AEL SE, the new SE, pursuant to Article 29 of the SE Regulation.
Colt Merger 2 has no creditors.
Full information on the arrangements made for the exercise of the rights of creditors and minority shareholders of the merging companies may be obtained free of charge from the following address: 100 Leadenhall Street, London, United Kingdom, EC3A 3BP.
Colt Merger 2 is wholly-owned by AEL and does not have any minority shareholders.
AEL is wholly-owned by Chubb Tempest Reinsurance Limited and does not have any minority shareholders.
Any person who wishes to make representations in relation to the merger may make written representations to Clifford Chance (Ref: 70-40634133/AP) solicitors for AEL at the address below.
Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ. Solicitors for AEL (Ref: 70-40634133/AP)