Sir Michael Birt, Kt., Bailiff, and Jurats Clapham and Grime
IN THE MATTER OF THE REPRESENTATION OF ROYAL LONDON (CIS) LIMITED AND THE ROYAL LONDON MUTUAL INSURANCE SOCIETY LIMITED
AND IN THE MATTER OF AN APPLICATION PURSUANT TO ARTICLE 27 OF AND THE SECOND SCHEDULE TO THE INSURANCE BUSINESS (JERSEY) LAW 1996
Advocate S. M. Huelin for the Representors.
1. This is an application under Article 27 and schedule 2 of the Insurance Business (Jersey) Law 1996 for the transfer of the whole of the long-term insurance business carried on from or within Jersey by Royal London (CIS) Limited ("Transferor") to the Royal London Mutual Insurance Society Limited ("Royal London"). The Transferor is wholly owned by Royal London and both companies are members of the Royal London Group. The Jersey scheme is part of a wider scheme for the transfer of the Transferor's business and applications for approval of the scheme are being made to the High Court in London and also to the Royal Court of Guernsey. The matter has already been before the Court on 24th July when certain procedural directions were given; an undertaking was also given by both companies in connection with the circulation of the information pack.
2. When deciding whether to sanction such a scheme the Court considers first whether the procedural requirements set out in schedule 2 of the Law, as modified at any earlier hearing, have been complied with and secondly whether the Jersey scheme would adversely affect any policyholder.
3. As to the procedural requirements, we have received affidavit evidence and we are satisfied that they have been complied with.
4. As to the second aspect we note the following:-
(i) the report of the Independent Actuary states there will be no material adverse effect on the benefit expectations or on the security of the benefits of any of the policyholders either in connection with the overall scheme or in connection with the Jersey scheme;
(ii) the Jersey Financial Services Commission has confirmed that it has no objection to the scheme; indeed a representative is here in Court, which is helpful;
(iii) the Comptroller of Tax has confirmed that there are no Jersey tax implications which arise as a result of the scheme and there is also advice that the position is similar in respect of UK tax;
(iv) no policyholder has appeared to object to the Jersey scheme or indeed has written in to either of the companies to object to the Jersey scheme, although there have been some who have made comments in relation to the overall scheme; but that is a matter for the English court; and
(v) the scheme has in fact been approved by the High Court.
5. The approach which the Court adopts when deciding whether to sanction a scheme for transfer under the Law is set out in the R-v-Norwich Union case and we follow the approach in that case.
6. In all the circumstances we are quite satisfied that we should sanction the scheme and we make an order in the terms of the draft.
Insurance Business (Jersey) Law 1996.