STATEMENT OF THE MAIN TERMS OF THE INSURANCE BUSINESS
TRANSFER SCHEME TO TRANSFER THE LONG-TERM INSURANCE
BUSINESS OF AVIVA ANNUITY UK LIMITED TO AVIVA LIFE & PENSIONS
UK LIMITED
PART A: UK SCHEME
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INTRODUCTION
1.1
We, Aviva Annuity UK Limited (“UKA”), are proposing to transfer a portfolio of
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approximately 809,101 immediate annuity policies and 381 BPA schemes (the
“Transferring Annuities”), along with the related assets and liabilities (together, the
“Transferring Business”) to Aviva Life & Pensions UK Limited (“UKLAP”), (the
“Transfer”).
1.2
The Transfer aims to simplify UKA’s and UKLAP’s UK corporate structure, reduce costs
and access diversification benefits by combining businesses within a single entity, thereby
achieving capital efficiency.
1.3
Under the Transfer, the Transferring Business will be transferred to UKLAP and the
provider of the Transferring Annuities will change from UKA to UKLAP. Save as described
below, no other terms and conditions of the Transferring Annuities will change as a result of
the Transfer.
1.4
There are a number of co-insured policies which were created pursuant to a previous
transfer scheme (the “Co-Insured Policies”), but where the terms include an option to
receive an annuity provided by UKA rather than UKLAP once the policy vests. This
Transfer will result in UKLAP satisfying the obligations of UKA should such an option be
exercised in the future.
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THE TRANSFER
2.1
The Transfer consists of the UK Scheme, the Jersey Scheme, the Guernsey Scheme and
the Isle of Man Scheme (each defined below in this section).
2.2
The Transfer in respect of UK (and any other EEA state) Transferring Annuities will be
implemented through an insurance business transfer scheme under Part VII of the
Financial Services and Markets Act 2000 (as amended) (the “FSMA”), which enables
portfolios of insurance policies to be transferred between two insurers (the “UK Scheme”).
2.3
The Transfer in respect of the Jersey, Guernsey and Isle of Man Transferring Annuities will
be implemented through similar transfer procedures under the laws of Jersey (the “Jersey
Scheme”), Guernsey (the “Guernsey Scheme”) and the Isle of Man (the “Isle of Man
Scheme”). See also Part B below.
2.4
UKLAP will pay the costs and expenses incurred in connection with the Transfer.
Policyholders will not bear any of these costs or expenses.
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A ‘BPA’ is a bulk purchase annuity contract between an insurer and trustees of defined benefit pension schemes by way
of either a ‘buy in’ policy or ‘buy out’ policy. A ‘buy in’ policy is a policy between trustees of defined benefit pension
schemes and an insurer. A ‘buy out’ policy is one where, subject to the satisfaction of certain conditions, the pension
scheme trustees request the insurer to issue individual annuities to the beneficiaries of the relevant pension scheme.
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SUMMARY OF THE UK SCHEME
3.1
The UK Scheme will require the approval of the High Court of Justice of England and
Wales (the “Court”). The hearing where the Court will consider whether or not to approve
the UK Scheme is currently scheduled for 6 December 2016 (the “Court Hearing”) at the
Rolls Building, Fetter Lane, London, EC4A 1NL. If the UK Scheme is approved by the
Court, it is intended that it will become effective at 00.01 a.m. (London time) on 1 January
2017 (the “Effective Date”) or on such later date as certain regulatory and tax clearances
have been obtained or waived, unless the Board of UKA and UKLAP decide before such
date that it should take effect on a later date. If the Transfer does not take effect on or
before 1 April 2017, UKA and UKLAP must apply to the Court to allow the Transfer to take
effect on a later date and must consult in advance with the Prudential Regulation Authority
(“PRA”), the authority responsible for the supervision and regulation of UK-registered
insurance companies, and the Financial Conduct Authority (”FCA”).
3.2
Prior to the Court Hearing, policyholders and other interested parties must be notified and
given time to consider the UK Scheme and each policyholder and interested party has a
right to object or raise concerns if they feel they would be adversely affected if the UK
Scheme were to go ahead.
3.3
The legal process to effect the UK Scheme requires the appointment of an independent
expert (who must be an independent consulting actuary and not an employee of UKA or
UKLAP) to give a report (the “Independent Expert's Report”) to the Court on the likely
effects of the Transfer on the various groups of affected policyholders. This role will be
fulfilled by Mr Gordon Wood, a Fellow of the Institute and Faculty of Actuaries, and an
Associate Partner in the EMEIA Insurance - Risk and Actuarial Services practice of Ernst &
Young LLP (the “Independent Expert”). His appointment was approved by the PRA,, after
consultation with the FCA.
Importantly, the Independent Expert has concluded that policyholders will not be materially
adversely affected as a result of the Transfer. The Court will consider the Independent
Expert’s Report before deciding whether to approve the UK Scheme. See section 5 below
for where to obtain copies of such documents.
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KEY TERMS OF THE UK SCHEME
4.1
The full terms of the UK Scheme are set out in a separate legal document (the “Scheme
Document”). You can obtain a copy of the Scheme Document (free of charge) using the
contact details in section 5 below. The following summary of the key terms of the Transfer
and the Scheme Document contains important information. If you are in any doubt as to
the meaning or import of the contents of this summary or the Scheme Document, you are
recommended to seek your own advice from your solicitor or other professional adviser.
4.2
With effect from the Effective Date, policyholders of the Transferring Business will continue
to have the same rights, benefits and obligations and be subject to the same terms and
conditions in relation to those policies, save that UKLAP will be substituted as the insurer
in place of UKA. This means that:
4.2.1
your annuity payments will be payable by UKLAP, and not UKA, from the Effective
Date;
4.2.2
all rights, benefits, obligations or liabilities of UKA in respect of the Transferring
Business (unless specifically excluded) will be transferred to UKLAP;
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4.2.3
any pending, current or future proceedings in relation to the Transferring Annuities
or Transferring Business involving UKA will be continued by or against UKLAP in
place of UKA and UKLAP will be entitled to any and all defences, claims,
counterclaims and rights of set-off that UKA would have had; and
4.2.4
any judgment, order or award relating to the Transferring Annuities or Transferring
Business which is not fully satisfied on or before the Effective Date will become
enforceable by or against UKLAP in place of UKA.
4.3
It is possible that certain of the Transferring Annuities and related assets or liabilities that
would otherwise be included in the Transferring Business may transfer after the Effective
Date of the relevant scheme because, for example, consents of a third party are required
or legal steps are required to be taken in other jurisdictions. These are called “Residual
Assets” and “Residual Liabilities”. UKA will hold any Residual Assets on trust for UKLAP
and UKLAP will discharge on UKA’s behalf or, failing that, indemnify UKA against any
Residual Liabilities, in each case until such time as they can be transferred.
4.4
If there is an impediment to any annuities, assets or liabilities transferring to UKLAP, for
example if they fall outside the jurisdiction of the UK Court and are otherwise unable to be
transferred, then they may be excluded from the UK Scheme. UKA will indemnify UKLAP
in respect of any such Excluded Assets or Excluded Liabilities.
4.5
We can also confirm that as a result of the Transfer:
4.5.1
there will be no changes to the way your annuity policy is administered;
4.5.2
your annuity policy number(s) will not change;
4.5.3
the terms and conditions of your annuity policy will not change, other than any
references to UKA or its group will become references to UKLAP and its group;
4.5.4
the payment entitlements under your annuity policy will not change (and your
payments will continue to be made to the same bank account);
4.5.5
any mandates, including direct debits, standing orders or other instructions or
authorities, payable to or from UKA in respect of the Transferring Business will be
payable to or from UKLAP instead;
4.5.6
documents, files and other records held by, or on behalf of, UKA relating to your
Transferring Annuity will be transferred to UKLAP; and
4.5.7
UKLAP shall succeed to all rights, liabilities and obligations of UKA in respect of
any personal data which relates to the Transferring Business and which is subject
to the Data Protection Act 1998 and will become the Data Controller in respect of
that data.
4.6
The UK Scheme is governed by English law.
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FURTHER INFORMATION AND COPIES OF DOCUMENTS
5.1
If you have any questions or concerns about the Transfer, you can find further information,
including the UK Scheme Document (and the Jersey Scheme, the Guernsey Scheme and
the Isle of Man Scheme documents), the full Independent Expert's Report, the summary of
the Independent Expert’s Report and other relevant documentation free of charge on our
website at www.aviva.co.uk/uka.
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5.2
You can also request free copies of any of these documents or ask any further questions
you may have by calling us in the UK on 08000 929 457, or from outside the UK on +44 (0)
1603 358 572. Our phone lines are open from 9am to 5pm on Monday to Friday (excluding
Bank Holidays) and we will be pleased to help. You can also write to us at PO Box 3622,
Norwich NR7 7XU.
5.3
In addition, these documents will be available in full to read and to take copies of, free of
charge, at UKLAP’s registered office at Wellington Row, York, YO90 1WR, and also at its
offices at (i) Pomona Business Centre, 6 Pear Street, Sheffield, S11 8JJ, (ii) Broadlands
Business Park, Old Chapel Way, Norwich, NR7 0WG, (iii) Marble Hall, Surrey Street,
Norwich, NR1 3LN, (iv) The Aviva Centre, Brierly Furlong, Stoke Gifford, Bristol, Avon,
BS34 8SW, and (v) 1 Park Place, Hatch Street, Dublin 2, Ireland, where, in addition,
policyholders may speak to someone in person to address any questions they may have
about the Transfer.
PART B: JERSEY, GUERNSEY AND ISLE OF MAN POLICYHOLDERS
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INTRODUCTION
6.1
The Transfer includes a small number of Jersey, Guernsey and Isle of Man Transferring
Annuities, which will transfer under either the Jersey Scheme, Guernsey Scheme or Isle of
Man Scheme (each a way of transferring portfolios of insurance policies between two
insurers under the laws of the relevant jurisdiction).
6.2
The summary of the terms of the UK Scheme in this Statement applies equally to the
Jersey Scheme, Guernsey Scheme and Isle of Man Scheme because each of the
schemes is being effected on substantially the same terms. The summary of the
Independent Expert’s Report and his full report also applies equally to each such scheme.
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THE JERSEY SCHEME
7.1
A court hearing is scheduled at The Royal Court of Jersey, The Royal Court House, Royal
Square, St Helier, Jersey on 14 December 2016 at 9.00 am. The terms of the Jersey
Scheme are substantially the same as described above in relation to the UK Scheme in
this Summary.
7.2
The Jersey Scheme is governed by Jersey law.
7.3
You can obtain copies (free of charge) of the documents relating to the Jersey Scheme
between normal working hours at the offices of Appleby (our Jersey legal advisers) at their
offices at 13/14 Esplanade St Helier JE1 1BD. The documents relating to the Jersey
Scheme will also be available free of charge on our website, www.aviva.co.uk/uka.You
may also phone or write to us using the contact details in section 5 above.
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THE GUERNSEY SCHEME
8.1
A court hearing is scheduled to be held on 16 December 2016 at the Royal Court of
Guernsey, The Royal Court House, St Peter Port, GY1 2NZ at 9am. The terms of the
Guernsey Scheme are the same as described above in relation to the UK Scheme.
8.2
The Guernsey Scheme is governed by Guernsey law.
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8.3
You can obtain copies (free of charge) of the documents relating to the Guernsey Scheme
between normal working hours at the offices of Appleby (our Guernsey legal advisers to
UKA and UKLAP) at their offices at Regency Court, Glategny Esplanade, St Peter Port,
Guernsey GY1 1WW, United Kingdom. The documents relating to the Guernsey Scheme
will also be available free of charge on our website, www.aviva.co.uk/uka.You may also
phone or write to us using the contact details in section 5 above.
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THE ISLE OF MAN SCHEME
9.1
A court hearing will be held on a date to be confirmed in December 2016 at The High Court
of Justice of the Isle of Man, Deemsters Walk, Bucks Road, Douglas, IM1 3AR. The terms
of the Isle of Man Scheme are the same as described above in relation to the UK Scheme.
9.2
The Isle of Man Scheme is governed by Isle of Man law.
9.3
You can obtain copies (free of charge) of the documents relating to the Isle of Man
Scheme between 9am and 5.30pm, Monday to Friday, at the offices of Cains Advocates
Limited (our Isle of Man legal advisers) at their offices at Fort Anne, Douglas, Isle of Man,
IM1 5PD. The documents relating to the Isle of Man Scheme will also be available free of
charge on our website, www.aviva.co.uk/uka.You may also phone or write to us using the
contact details in section 5 section above.
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