THE HIGH COURT
COMMERCIAL
2016 No. 425 COS
IN THE MATTER OF
CHUBB BERMUDA INTERNATIONAL INSURANCE IRELAND DESIGNATED ACTIVITY COMPANY
AND IN THE MATTER OF
ACE EUROPEAN GROUP LIMITED
AND IN THE MATTER OF
THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE ACT 1989 (EACH AS AMENDED) AND THE EUROPEAN UNION (INSURANCE AND REINSURANCE) REGULATIONS 2015
NOTICE
Take Notice that:
(1) A Petition has been presented to the High Court of Ireland (the “Court”) seeking the sanction by the Court pursuant to Section 13 of the Assurance Companies Act 1909, Section 36 of the Insurance Act 1989, as amended, and Regulation 41 of the European Union (Insurance and Reinsurance) Regulations 2015 of the transfer of the insurance and reinsurance business of Chubb Bermuda International Insurance Ireland Designated Activity Company (“CBII”) to ACE European Group Limited (“AEGL”) pursuant to the terms of a Scheme filed with the Court, together with ancillary relief (the “Portfolio Transfer”). The effective date of the Portfolio Transfer being sought from the Court is 1 May 2017 (at 00.01 hours London Time);
(2) AEGL and CBII (together with Chubb Insurance Company of Europe SE) also propose to effect a cross-border merger (the “Cross-Border Merger”), pursuant to the European Communities (Cross-Border Merger) Regulations 2008 (as amended) (the “Irish Merger Regulations”) (by way of a ‘merger by acquisition’) and the Companies (Cross-Border Mergers) Regulations 2007 (as amended) of the United Kingdom (the “UK Merger Regulations”) (by way of a ‘merger by absorption’) which transpose Directive 2005/56/EC of the European Parliament and Council of 26 October 2005 on cross-border mergers of limited liability companies in Ireland and the United Kingdom. As a result of the Cross-Border Merger (together with the Portfolio Transfer referred to above), all of the assets and liabilities of CBII shall pass to AEGL, and CBII shall be dissolved without going into liquidation. It is proposed that the Cross-Border Merger will take effect on 1 May 2017 (at 00.01 hours London Time). In this regard, it is proposed that the Portfolio Transfer and the Cross-Border Merger will take effect simultaneously;
(3) the Petition is to be heard by the High Court on 30 March 2017 at the Four Courts, in the city of Dublin, Ireland at 11.00am (London Time);
(4) for a period of 42 days from the date of this notice, every UK policyholder of CBII is entitled to make representations to the Prudential Regulation Authority concerning the Portfolio Transfer (by contacting Colin Cairns by email: colin.cairns@bankofengland.co.uk or by post: Colin Cairns, Senior Supervisor, Prudential Regulation Authority, Bank of England, 20 Moorgate, London EC2R 6DA, quoting reference "CBII to AEGL Transfer");
(5) any person who wishes to appear at the hearing of the Petition should notify the Petitioners’ Solicitors, William Fry, 2 Grand Canal Square, Dublin 2, Ireland, in writing (quoting reference 021183.0009) no later than 5.00pm (London Time), on 27 March 2017 of his/her intention to appear at the hearing of the said Petition and should indicate whether such person or persons intend to support or oppose the Petition and should serve any affidavit evidence on which that person intends to rely on to William Fry by that date and time;
(6) copies of key documents relevant to the Portfolio Transfer (i.e. copies of the Scheme and the independent actuarial report on the Portfolio Transfer (and a summary of same) prepared by an independent actuary) are available for inspection at the registered office of CBII: 5 George's Dock, International Financial Services Centre, Dublin 1, Ireland and at the registered office of AEGL: 100 Leadenhall Street, London, EC3A 3BP, United Kingdom, during business hours on each working day between 12 December 2016 and 27 March 2017. Copies of all of these documents are also available on the Chubb website at www.chubb.com/cbii-transfer.
Dated: this 20th day of December 2016
Signed: William Fry, Solicitors for the Petitioners, 2 Grand Canal Square, Dublin 2, Ireland.