Please note that the Court hearing in respect of the Proposed Transfer detailed below took place on 7 September 2018 and the Court has now sanctioned the Transfer. The Effective Date of the Transfer was 23.59 on 28 September 2018.
This website provides information on the proposed insurance business transfer from RiverStone Insurance Limited (RIL or Transferor) to RiverStone Insurance (UK) Limited (RIUK or Transferee), another member of the RiverStone Europe group of companies (the RiverStone Group). It is intended that this will happen using a process known as an insurance business transfer scheme under Part VII of the Financial Services and Markets Act 2000. This is often referred to as a “Part VII transfer”.
A Part VII transfer is a legal process under which an insurance company can transfer its insurance policies to another insurance company, in accordance with strict rules and with the prior approval (known as “sanction”) of the High Court of England and Wales.
Business to be Transferred
The portfolio of business subject to the proposed Part VII transfer (the Proposed Transfer) comprises the entirety of RIL’s insurance and reinsurance business, which is currently in run-off, to RIUK. The business included in the Proposed Transfer has been written by RIL (or Brit Insurance Limited as it was previously known until 2012) and is split between: (i) retail business classes sold to retail customers in the UK and Ireland; and (ii) a much smaller amount of international business. The retail business consists predominantly of conventional classes of general insurance business, and the international business consists predominantly of the reinsurance of other insurers or reinsurers.
The Proposed Transfer will enable the RiverStone Group to simplify and consolidate its legal structure in line with the existing operational, administrative and functional arrangements within the group. By combining the run-off liabilities of the Transferor with those of the Transferee in a single corporate entity (instead of being operated through separate companies within the RiverStone Group), the RiverStone Group will be able to reduce costs and achieve greater capital efficiency. The Transferee is also the RiverStone Group’s transferee entity for other insurance business transfer schemes which have taken place.
Upon the Proposed Transfer being sanctioned, all of the contracts, property, assets and liabilities relating to the insurance business transfer will transfer to RIUK, other than the amount of EUR 3.7m which is the minimum capital requirement applicable to the Transferor in accordance with applicable prudential rules, and which will be excluded from the Proposed Transfer. Any liabilities under or relating to the assets held as part of the minimum capital requirement are also excluded from the Proposed Transfer.
The Proposed Transfer is intended to take effect at 23:59 on 28 September 2018.
RIL and its Predecessor Companies
The Transferor is incorporated in the United Kingdom and is part of the RiverStone Group and is regulated in the UK by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). RIL was previously known as Brit Insurance Limited (Brit), but it changed its name to RIL on 15 October 2012. Policies written by Brit prior to this date may be included in the Proposed Transfer. RIL commenced underwriting, predominantly reinsurance risks, in 1994 (as Benfield Reinsurance Company Limited until 1999, and then as Brit until 2012). RIL ceased writing the majority of new business in June 2012 and its business is now in run-off.
RIL is an indirect, wholly-owned subsidiary of Fairfax Financial Holdings Limited.
The Part VII Transfer Process
The Proposed Transfer can only take place once sanctioned by the High Court of England and Wales.
The hearing in the High Court of England and Wales is open for members of the public to attend.
At the hearing, the Judge will review whether all of the legal procedures for completing the Proposed Transfer have been followed correctly. The Judge will also review the witness statements and evidence presented by RIL and RIUK in support of the Proposed Transfer, and consider the reports of the FCA and PRA on the Proposed Transfer. The Judge will also review the report provided by Philip Tippin of KPMG LLP who has been appointed to act as the Independent Expert in assessing the likely impact of the Proposed Transfer on all policyholders and claimants.
Time will be allocated to hear any representations 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 Proposed Transfer.
Continuing Administration of Policies
RiverStone Management Limited (RSML) currently manages the day-to-day business of both the Transferor and the Transferee. Following the Proposed Transfer, RSML will continue to manage all of the Transferee’s business, including the business transferred from the Transferor, on the same terms. There will be no change to claims notification or payment of claims processes for the transferring business.
We hope that the website provides you with the information you need to allow you to understand what the Proposed Transfer means for you and answers any questions that you may have.
Should you have any further questions, we have provided answers to a number of questions that we think you may have about the Proposed Transfer in the Explanatory Booklet which can be viewed in the Transfer Documents section below. Should you have any further questions that are not answered by this website, please contact us using the Contact Details below.
31 August 2018:
any person who intends to appear at the Court, or to make representations in writing, is requested to notify the RiverStone Group’s solicitors as soon as possible and ideally by this date (i.e. five days before the Court hearing).
7 September 2018:
the Court hearing is scheduled to take place on this date at the Rolls Buildings, Royal Courts of Justice, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK.
28 September 2018:
if the proposals are sanctioned by the Court, then we expect that the Transfer will take place at 23:59 on this date.
These dates are subject to change so please check this page regularly.
While we have done our best to ensure that this website provides you with the information you need about the Proposed Transfer, we acknowledge that you may have further questions. Should this be the case, please contact us using the contact details below.
Address:F.A.O. Fraser Henry
RiverStone Insurance Limited
161-163 Preston Road
Copies of various documents relating to the Proposed Transfer are available to download below. These include the Notice setting out details of the court hearing, the Scheme Document setting out the terms of the Part VII transfer, the Independent Expert’s report and the communications packs that will be sent to interested parties with details of the Proposed Transfer.
Explanatory Booklet (French)
Independent Expert Summary Report (French)
Policyholder Letter (French)
Claimant Solicitor letter (French)