On 18 November 2022 an order was made by the High Court sanctioning the insurance business transfer scheme pursuant to Part VII of the Financial Services and Markets Act 2000,
incorporating the entirety of the general insurance and reinsurance business written and/or assumed by AGF Insurance Limited and Catalina London Limited to Catalina Worthing Insurance Limited.
The proposed transfer became effective at 23:59 GMT on 30 November 2022.
AGF Insurance Limited (AGF) and Catalina London Limited (CLL) (the Transferors) are each proposing
to transfer the entirety of the general insurance and reinsurance business they have written and/or
assumed to Catalina Worthing Insurance Limited (CWIL) (the Proposed Transfer).
AGF, CLL and CWIL
AGF is a UK-authorised insurer, which has been in run-off since 1998. Prior to that date, it predominantly had underwritten employers’ liability and public liability insurance in the United Kingdom. AGF was formerly known as the Employers’ Mutual Insurance Association Limited, N.E.M. Insurance Company Limited and NEM Insurance Company Limited. AGF also acquired the business of the National Employers Mutual in 1989.
CLL is a UK-authorised insurer, which has been in run-off since 2005. CLL was formerly known as American Re-Insurance Company (UK) Limited, Aetna Re-Insurance Company (UK) Limited, The Imperial Fire & Marine Re-Insurance Company Limited and Alea London Limited. CLL also acquired the insurance and reinsurance business of KX Reinsurance Company Limited and OX Reinsurance Company Limited on 30 November 2017.
CWIL is a UK-authorised insurer, which has been in run-off since 2012. CWIL was formerly known as Hartford Financial Products International Limited and in 2015 acquired the business of Excess Insurance Company Limited, a portfolio originally written by London & Edinburgh Insurance Company from Aviva Insurance UK Limited and the business written by the London branch of Hartford Fire Insurance Company.
The Transferors and CWIL are each wholly owned subsidiaries of Catalina Holdings UK Limited and each is in run-off. CHUK is itself an indirect wholly owned subsidiary of Catalina Holdings Bermuda Limited (CHBL). The group headed by CHBL (the Catalina Group) is an acquirer of legacy insurance portfolios.
Why is the Proposed Transfer happening?
The purpose of the Proposed Transfer is to consolidate and simplify the Catalina Group’s UK regulated insurance businesses into one insurance company in order to increase operational efficiency, reduce duplication and facilitate the efficient deployment of capital across the Catalina Group’s UK operations. This is intended to support both: (i) the management of the run-off of the existing portfolios of the Transferors and CWIL; and (ii) the acquisition and integration of additional portfolios going forwards.
Further information about the Proposed Transfer process.
The Proposed Transfer must be carried out in accordance with the UK Financial Services and Markets Act 2000. This requires us to obtain approval from the High Court of England and Wales (the Court).
An independent expert (the Independent Expert) has been appointed to write a report for the Court (the Independent Expert Report). The Independent Expert has assessed the impact of the Proposed Transfer and has concluded that it will not materially adversely affect any group of AGF, CLL or CWIL policyholders or the reinsurers of AGF or CLL.
The Transferors and CWIL have consulted closely with the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). The PRA and the FCA are entitled to make their own representations to the Court and we expect them to do so.
If approved by the Court, then there will be no change to the terms and conditions of any transferring policy or any policy of CWIL. The Transferors’ respective rights and obligations under policies comprised in the Proposed Transfer will be transferred, without alteration, to CWIL. Any rights or obligations policyholders have under such policies will remain unchanged, but following the Proposed Transfer will be exercisable against or owed to CWIL. Other assets and liabilities of the Transferors in respect of the Transferring Business, such as the benefit of outwards reinsurance arrangements, will also transfer to CWIL.
There will be no change to the arrangements for policy and claims administration as a result of the Proposed Transfer. Valid claims will continue to be paid although the party liable to make payment will be CWIL, rather than the relevant Transferor.
Independent Expert Supplementary Report
The supplementary report provides an update on any relevant new information or events that have occurred since the date of the scheme report and the Independent Expert’s opinion on whether they have affected the transfer. This forms part of the overall report by Independent Expert.
The Independent Expert Supplementary Report
The Proposed Transfer is expected to take effect at 23:59 GMT on 30 November 2022 if approved by the Court.
The Court hearing is due to take place on 18 November 2022 at the High Court of Justice, 7 Rolls Building, Fetter Lane, London, EC4A 1NL, United Kingdom. Any change to the date of the Court hearing or the date of the Proposed Transfer will be announced on this website http://www.catalinaworthing.co.uk/PartVII.html.
All updates and details about the progress of the Proposed Transfer, including the supplemental Independent Expert's report(s) that may be prepared prior to the Court hearing, will also be posted on this website. If you require hard copies of the documentation included on this website, please contact us using the details set out above.
How to make your views known
If you are comfortable with the Proposed Transfer and the information contained in the documentation listed above, you do not need to take any further action. However, if you have any concerns regarding the Proposed Transfer and how it may affect you, you have the right to make a written representation or objection to the Court or be heard at the Court hearing (in person or by legal representation).
You may also raise these concerns or objections with us in writing or over the telephone and we will make a record of your concerns and communicate these to the PRA, the FCA, the Independent Expert and the Court. Information on how you can contact us is provided below.
Should you require any further information or if you have any questions or concerns about the Proposed Transfer or consider that you may be adversely affected then please contact us as soon as possible and preferably no later than 11 November 2022. You can:
• contact us by telephone at +44 1903 836804. When calling the helpline number, please leave a short message stating the nature of your query and your contact details and we will endeavour to return your call within 48 hours (excluding Saturdays, Sundays and public holidays)
• write to us at Part VII Enquiries, Catalina Services UK Limited, 1st Floor, 1 Alie Street, London E1 8DE or
• e-mail us at: PartVIITransfer@catalinare.com
If you have any general questions about your policy or a claim in respect of your policy, please call your usual contact in relation to the policy or claim.
Full details of the Part VII transfer undertaken in October 2015 can be found on the HFPI Part VII page