Petitions to Transfer Business
Petitions to Transfer Business
No. 7454 of 2008
In the High Court of Justice Chancery Division Companies Court
NOTICE UNDER PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
INVOLVING
ZURICH INSURANCE COMPANY (“ZIC”)
and
NAVIGATORS AND GENERAL INSURANCE COMPANY LIMITED (“N&G”)
and
ZURICH GSG LIMITED (“ZGSG”)
and
ZURICH INTERNATIONAL (UK) LIMITED (“ZINT”)
and
ZURICH INSURANCE IRELAND LIMITED (“ZIIL”)
Notice is hereby given that on 10 September 2008 an Application was made under section 107 of the Financial Services and Markets Act 2000 (“ FSMA ”) in the High Court of Justice, Chancery Division, Companies Court in London by ZIC, N&G, ZGSG, ZINT and ZIIL for Orders:
1. under section 111 of FSMA sanctioning a scheme (the “ Scheme ”) providing for the transfer to ZIIL (through its UK branch) of the general insurance business (as defined in FSMA) carried on by each of ZIC (through its UK branch), N&G, ZGSG and ZINT; and
2. making ancillary provision in connection with the Scheme pursuant to section 112 of FSMA.
A copy of the report on the terms of the Scheme prepared by an independent expert, Dr Lis Gibson of Deloitte & Touche LLP, in accordance with section 109 of FSMA (the “ Scheme Report ”), a booklet containing a statement setting out the terms of the Scheme and containing a summary of the Scheme Report, and the Scheme document may be obtained free of charge by visiting The Zurich Centre, 3000 Parkway, Whiteley, Fareham, Hants, PO15 7JZ or Zurich House, Ballsbridge, Dublin 4, Ireland, or by writing to Freepost Zurich Transfer, PO Box 604, 3000b Parkway, Whiteley, Hants, PO14 9GR. Alternatively, you can request these documents free of charge by calling 0800 0159 121 (Monday-Friday 9am-5pm) or by emailing transfer.team.ukgi@uk.zurich.com. These documents and other related documents (including questions and answers and sample copies of the communications to policyholders) can be viewed at www.zurich.co.uk/changes2009.
The Scheme will result in the general insurance business carried on by each of ZIC (through its UK branch), N&G, ZGSG and ZINT being carried on by ZIIL (through its UK branch). The Scheme will result in all property and contracts related to the transferred businesses, including contracts of outwards reinsurance, being transferred to ZIIL notwithstanding any restrictions on transfer or requirements for counterparty consent and without triggering any pre-emption, termination or other rights which might otherwise arise. Attention is drawn to section 112A of FSMA. Any entitlement to terminate, modify, acquire or claim an interest or right or to treat an interest or right as terminated or modified as a result of anything done pursuant to the Scheme will only be enforceable to the extent that the Court so orders.
The Application is due to be heard at the High Court of Justice, Strand, London WC2A 2LL on 12 December 2008. Any person who alleges that he or she would be adversely affected by the carrying out of the Scheme may attend the hearing and express their views, either in person or by Counsel. If you intend to make written representations and/or appear at the Court hearing, either in person or by Counsel, you are asked to provide written representations or written notice of your intention to appear at Court and details of your concerns as soon as possible and preferably before 8 December 2008 to Herbert Smith LLP, quoting reference 2067.
Dated 26 September 2008.
Herbert Smith LLP
Exchange House Primrose Street London EC2A 2HS.
Ref: 2067