Frequently Asked Questions

A.    What are the changes we are proposing to our structure?
The RSA Group currently has 22 regulated insurance companies in its UK structure.  We want to simplify our UK insurance business and legal entity structure and the associated administration by consolidating these into five insurance companies authorised by the FSA to conduct insurance business. The reorganisation will be achieved through a series of related insurance business transfers.

B.    What business is being transferred?
In summary, the proposed transfers are as follows:

• The Italian branch businesses of The Sea Insurance Company Limited and National Vulcan Engineering Insurance Group Limited will transfer to Sun Insurance Office Limited;
• All US Surplus Lines business, run-off marine business (and any incidental non-marine exposures underwritten within the run-off marine portfolio), business comprised in the “marine energy” book and run-off aviation business (and any incidental non-aviation exposures underwritten within the run-off marine portfolio) of each relevant insurer will transfer to The Marine Insurance Company Limited (“Marine”); and
• All other business of each of the relevant insurers (except Royal & Sun Alliance Reinsurance Limited and Sun Insurance Office Limited, which will retain some of their insurance business) will transfer to Royal & Sun Alliance Insurance plc (“RSAI”).

All of this business is in run-off except for certain active business written in European branches.

It should be noted that the vast majority of current policies written by the RSA Group are not being transferred, such as policies underwritten through the MORE TH>N brand.

In addition, the general insurance business written by PA(GI) Limited, which is a former member of the RSA Group, will transfer to Marine and RSAI. This business is currently wholly reinsured by RSAI.

C.    Why are we proposing to simplify our structure?
The proposed transfers are being undertaken (amongst other things) in preparation for the implementation of new European rules on insurance regulation (the “Solvency II” framework) which are expected to come into force in 2013.  When it takes effect, the Solvency II framework for the regulation of insurance in Europe will apply a comprehensive risk-based approach to all authorised insurance firms. The new regulatory regime is expected to increase administration levels for insurers.

The reorganisation will achieve the following objectives:

• it will simplify RSA Group’s UK regulated entity group structure and, therefore, assist with RSA Group’s compliance with the proposed Solvency II requirements; and
• the business being transferred will be better aligned with the way it is currently run and managed.

This reorganisation will have no material impact on RSA Group’s policyholders and there will be no change in RSA Group’s conduct of business or handling of policyholder claims.

D.    Which RSA Group companies are involved in the proposed changes?
The transfers are intended to reduce RSA Group’s UK regulated entities to just five authorised insurance companies:

• Royal & Sun Alliance Insurance plc (“RSAI”);
• The Marine Insurance Company Limited (“Marine”);
• Sun Insurance Office Limited (“Sun”); and
• Royal & Sun Alliance Reinsurance Limited,

(each of which is involved in the transfers and will continue to underwrite after the transfers become effective);
and

• British Aviation Insurance Company Limited (an RSA Group joint venture), which has already ceased to write business and is not involved in the transfers.

The transfers will move insurance business as follows:

 In addition, there are two separate transfers involving PA(GI) Limited (formerly named Phoenix Assurance plc) (“PAGI”) one of a number of companies sold by the RSA Group to Pearl Life Holdings Limited (formerly named Resolution Life Limited) in September 2004. As part of the sale, RSAI agreed to: (i) reinsure the historic non-life insurance business which had been written by PAGI prior to the sale; and (ii) continue the administration and claims management of that business.  All life insurance business was subsequently transferred out of PAGI and only the non-life insurance business forms part of the relevant transfers.  Under the transfers, PAGI is transferring all of its remaining general insurance business to both Marine (in respect of its discontinued US Surplus Lines, marine and aviation business) and RSAI (in respect of its discontinued non-marine.

E.    How are the changes to our structure being made?
The transfers will be effected under Part VII of the Financial Services and Markets Act 2000 and must be sanctioned by order of the High Court of England and Wales (the “Court”). The effect of the Court order is that all the assets, liabilities and contractual arrangements of the transferring insurance business will transfer to the receiving insurance company without the need for the title to individual assets to be transferred or for individual contracts to be novated.

Policyholder protection is paramount to the RSA Group and an independent expert has been appointed to report to the Court on the impact of the transfers on policyholders and other key stakeholders, with particular reference to their security before and after the transfers.  The independent expert in respect of the transfers is Mr Gary Wells of Milliman Inc.  A copy of the summary of the independent expert’s reports as well as full reports in relation to each of the transfers can be found here.

The FSA has been involved at all stages of the transfer process and will produce its own report to the Court setting out its views on the transfers. It also has the right to be heard at the Court hearing for the approval of the transfers.

F.    When do the changes come into effect?
The Court hearing at which the Court will be requested to sanction the transfers is expected to be held on 12 December 2011 at the Royal Courts of Justice, Strand, London WC2A 2LL, and the transfers are currently expected to become effective on 1 January 2012 (the “Effective Date”).

It is possible that the date of the Court hearing may change.  Policyholders and others wishing to attend the Court hearing should check this website which will be updated should the date of the Court hearing change.

G.    What is the effect of the changes on me?
If you are a policyholder the transfers will have no effect on:

• the terms and conditions of your cover;
• the amount of your premium;
• the duration of your policy/policies; or
• any claim which you have made (or may make) under your policy/policies.

The transfers are currently expected to become effective on 1 January 2012 (the “Effective Date”).  On the Effective Date assets and liabilities of the insurance companies transferring their business under the transfers will automatically transfer to the relevant receiving insurance company who will become their new insurer in place of their current insurer.  There will be no need to reissue policies or for policyholders to sign any transfer document.

There will be no changes in the administration of policies as a result of the transfers - websites, addresses and telephone numbers will be unchanged.

Other than the change in insurer, there will be no change to your policy.

H.    What happens if my policy is due to be renewed before the Effective Date?
Your policy will renew as normal and will automatically transfer on the Effective Date.

I.    How will the transfers affect the security of my policy?
The independent expert has been appointed to consider, among other things, the effect of the transfers on the security of the policies being transferred.  He has concluded that the transfers will not materially adversely affect the security of any of the policies.  Copies of the independent expert’s reports can be found here.

J.    How do I make a claim under my insurance policy?
There will be no change from the current practice. Notice of claims must be made as required by the policy (for example, to your broker or designated agent for service).

The transfers will not cause any change to the claims handling process (as far as policyholders are concerned) or claims payment process.

K.    What if I have a claim under my insurance policy which has not been agreed or is subject to a legal dispute?
There will be no change to the handling of your claim as a result of the proposed transfers.  For policies that are included in business that will transfer, the management of claims and the conduct of any legal proceedings will continue without any change, except that from the Effective Date of the transfers the claim will be against the insurance company to which the business is transferred on the Effective Date.

L.    If I am based outside the UK do the transfers affect me?
If you are based outside the UK but have a contractual arrangement (including an insurance or reinsurance policy) with one of the relevant insurers transferring business under the transfers, then your contractual arrangement will be transferred to the relevant receiving insurance company.

M.    I am no longer a customer so why is this relevant to me?
The scope of some policies issued in the past may allow for claims to be made a number of years after the policy period has expired, so it is possible that you may still have an interest in such a policy.  We have therefore decided to take steps to inform those policyholders whose policies may have had this cover. 

N.    I have a supply or service agreement with one of the insurers involved.  Are these agreements being transferred?
If you are party to a supply or service agreement with one of the insurers that is transferring its business under the transfers, then your agreement will be transferred to the relevant receiving insurance company.

O.    Can I object to the transfers?
If you believe that you would be adversely affected by any of the transfers, you have the right to object to the transfers and you are entitled to make written representations and/or appear at the Court hearing in person or by counsel. 

The Court hearing at which the Court will be requested to sanction the transfers is expected to be held on 12 December 2011 at the Royal Courts of Justice, Strand, London WC2A 2LL.

If you intend to make written representations and/or appear at the Court hearing, either in person or by counsel, you are requested to provide the written representations or written notice of your intention to appear at Court and details of your concerns as soon as possible, and preferably by 11 November 2011, but in any event by no less than two clear days before the Court hearing. Your written representations or written notice of intention to appear at Court should be sent to RSA Transfers, Royal & Sun Alliance Insurance plc, One Plantation Place, 30 Fenchurch Street, London EC3M 3BD or via email to RSAtransfers@Equiniti.com.

P.    What will happen if the Court does not approve the transfers?
If the Court does not approve the transfers then the relevant policy liabilities will remain with the relevant insurer.

Q.    What do I need to do?
We would encourage you to read the relevant information on this website to help you fully understand the transfers. If you have a query concerning the transfers and are unable to resolve it from the materials on this website please contact us using the details contained in the Contact Details section of this website.

R.    How can I get more information?
If you have any questions or concerns please contact us using details contained in the Contact Details section of the website.
 
S.    Additional information for policyholders?

How does the RSA Group intend to communicate with you throughout the transfer process?

If your policy is to be transferred and your contact information is held by the RSA Group you may be notified directly in writing about the transfers.  Where the RSA Group does not have your contact information and this is held instead by a broker, it is anticipated that you will be contacted directly by the broker.

If your policy is not being transferred then you will not be notified directly by the RSA Group.  It is possible, however, that you will receive notification of the transfers from your broker, even if your policy is not being transferred.

Furthermore, copies of the notice of the transfers (which can be found here) will be published in each of the London, Edinburgh and Belfast Gazettes.  In addition, the notice of the transfers will be published in national newspapers in the UK and overseas as follows:

• in three UK newspapers: The Times; The Financial Times; and the Daily Mirror;
• in two US newspapers: The Wall Street Journal and The New York Times;
• in the international editions of The Financial Times; and
• in one newspaper in each of the non-UK EEA States.

The notice will also be published in selected insurance trade journals.
Once the transfers have become effective a notice stating that the transfers have become effective will be published on this website.

T.    Additional information for brokers

How does the RSA Group intend to communicate with you throughout the transfer process?

If you have been identified as a broker with customers associated with the insurers involved in the transfers you may be notified directly of the transfers. 

Copies of each of the advertisements will also be published as described under the section headed Additional Information for Policyholders above.

How do the transfers effect me as a broker?

We will be writing to those brokers whom we identify as having placed business with the relevant insurers directly.  We will provide notice of the transfers to allow you sufficient time to understand, consider and prepare for the changes. 

All documents issued by you in relation to the transferring business from the Effective Date onwards will need to have the details of the new insurer.

Where documents are produced by the RSA Group, we will amend our systems and pre-printed documentation, ready for issue by or as soon as practicable after the Effective Date.  Existing policies do not need to be reissued in the new name, but documentation on claims, alterations, collections and renewals (where relevant) will need to reflect the change.

If you produce your own documentation, you will need to amend this accordingly and plan the changes to ensure the relevant documents refer to the correct entities from the Effective Date.  It is important that the switchover takes place on the Effective Date and not before or after.  We are able to help you with the process, advising what the changes need to be, and will offer assistance.

All contracts between the relevant insurers and our partners and brokers will automatically transfer on the effective date.  This will include all distribution contracts, terms of business agreements and supporting contracts and arrangements.  As a result, there will be no need for any additional transfer agreements, assignments or novations etc. to effect the transfers.

How are you communicating to customers?

We will be asking all brokers to assist us in notifying policyholders and claimants of the relevant insurers.  The notice to policyholders and claimants takes the form of a short factual summary of the transfers, explaining its effects and briefly sets out customers’ rights. If you or your customers have any queries relating to the transfers, then please contact us using the details contained in the Contact Details section of this website.

U.    Additional information for reinsurers
The proposed transfers provide for outward reinsurance to transfer with the associated transferring inward insurance policies.  In summary, following the transfers, reinsurance policies will be with the relevant receiving insurance company receiving the business. However, administration of the reinsurance policies will be unaffected by the transfers and reinsurers should continue to deal with their usual contacts at the RSA Group or their brokers.

V.    What are the former names of the companies subject to the transfers?