SOMPO JAPAN NIPPONKOA INSURANCE INC. ("SJNKI") TRANSFERCOM LIMITED ("TRANSFERCOM") UK BRANCH INSURANCE BUSINESS TRANSFER
New: A supplemental report prepared by the Independent Expert is now available by clicking on the link in Section 3 below.
It is proposed that SJNKI will transfer all of the direct insurance and inwards reinsurance business of its UK branch to Transfercom.
Transfercom is an insurance company incorporated in England and Wales. It is a company in the Berkshire Hathaway group and is wholly owned by National Indemnity Company.
1. THE PROPOSAL
The transfer of the business of SJNKI's UK branch will be carried out under what is known as an insurance business transfer scheme (the "Scheme"). The Scheme can only enter into effect with the approval of the High Court under Part VII of the Financial Services and Markets Act 2000 (the "Act").
The business to be transferred consists of:
- (a)certain reinsurance contracts written between the early 1960s and 1999 on behalf of the former NIPPONKOA Insurance Co., Ltd. (now SJNKI) in Japan and now administered in the UK; and
- (b) certain employer's liability policies and other policies written by the former Nissan Fire & Marine Insurance Company Ltd. (now SJNKI) between 1972 and 1990.
SJNKI has made an application to the High Court for this order which is due to be heard by the Court early next year. Provided the Court's approval is obtained, the transfer is expected to become effective on 28 February 2016.
2. WHAT THIS MEANS FOR POLICYHOLDERS
On the Scheme coming into effect, Transfercom will replace SJNKI as the insurer or reinsurer under each transferring direct insurance contract or inwards reinsurance contract for which SJNKI is currently the insurer or reinsurer.
Apart from this, the terms of such contracts will not change.
The business to be transferred is administered by Resolute Management Limited, a company in the Berkshire Hathaway group. If a claim has been reported which was due to be handled by SJNKI, this will continue to be dealt with by the same office and the same personnel, on behalf of Transfercom.
Any person who alleges that he or she would be adversely affected by the carrying out of the Scheme is entitled to be heard by the Court at the hearing of SJNKI's application, as are the Prudential Regulation Authority and the Financial Conduct Authority.
The application is directed to be heard before the Companies Court Judge at 7 Rolls Buildings, Royal Courts of Justice, Fetter Lane, London, EC4A 1NL on 26 February 2016 and any person (including staff employed in the performance of SJNKI's business or Transfercom's business) who alleges that he or she would be adversely affected by the carrying out of the Scheme is entitled to object (by sending written representations to the solicitors named below and/or the Court or making oral representations to the solicitors named below) or may appear at the time of that hearing in person or by Counsel. Any person who intends to object orally or in writing or so to appear is requested (but not obliged) to notify his or her objections and the reasons therefor as soon as possible, and preferably before 24 February 2016, to Hogan Lovells International LLP (the solicitors acting for SJNKI) at Atlantic House, Holborn Viaduct, London, EC1A 2FG, quoting reference C4/NC/TJG.
If a letter of credit supports SJNKI's obligations under a transferring inwards reinsurance contract, the letter of credit will not be cancelled until it is replaced by a letter of credit supporting Transfercom's obligations under the contract.
You do not need to take any action unless you consider you would be adversely affected by the transfer going ahead and wish to object to the transfer.
3. FURTHER INFORMATION
As required by the Act, an independent expert has produced a report on the proposed transfer. The independent expert concludes in his report that the security of benefits of the policyholders of SJNKI and Transfercom will not be materially adversely affected by the implementation of the Scheme and the Scheme will not have an impact on service standards experienced by the policyholders of Transfercom or the policyholders of SJNKI.
A copy of the report and a statement containing the terms of the Scheme and a summary of the independent expert's report are available by clicking on the following links:
The Independent Expert has produced a supplemental report to update his conclusions in the Independent Expert's Report. That supplemental report is available by clicking on the following link:
Copies of the above documents will also be provided, free of charge, by Hogan Lovells International LLP, whose details are given in paragraph 2 above.