PEL Altraplan (Gibraltar) PCC Limited Intended Transfer of Portfolio of Insurance Policies

Transcription

1 PEL Altraplan (Gibraltar) PCC Limited Intended Transfer of Portfolio of Insurance Policies We are writing to you in connection with your insurance policy with PEL Altraplan (Gibraltar) PCC Limited ( Vestalife ), a protected cell company incorporated in Gibraltar under registered number and authorised to carry on life insurance business by the Financial Services Commission of Gibraltar. Why are you writing to me? Vestalife is a subsidiary within the NPG Wealth Management Group ( NPG Group ). As part of the simplification of the NPG Group corporate structure, Vestalife intends to transfer all of the insurance business underwritten by it to Augura Life Ireland Limited, a sister company within the NPG Group (the Transfer ). After the Transfer has concluded, it is ultimately intended to liquidate Vestalife. What is Augura Life Ireland? Augura Life Ireland Limited ( Augura Life ) is an Irish incorporated limited liability company and is registered under number with a registered address at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland. Augura Life is authorised by the Central Bank of Ireland to carry on life assurance business. It is intended that Augura Life will assume all of the insurance business underwritten by Vestalife with effect from on or about [Quarter ]. Upon the occurrence of the Transfer, Vestalife will have no further obligations to you under your insurance policy, all such obligations having transferred to Augura Life. We wish to confirm that the terms and conditions of your policy with Augura Life and your rights under your policy will not change in any material way and that you will not be required to take any action for the purposes of or as a result of the Transfer. What is the process? As part of the process, an actuary that is independent of Vestalife (the Independent Actuary ) has assessed whether the Transfer will have any adverse consequences on you, the policyholder, and prepared a report setting out the findings of this assessment. A copy of this report can be found in Schedule 1 of this letter. A summary of the report, which sets out the key findings, can be found at Schedule 2. A copy of this letter and Independent Actuary s Report can also be downloaded from the Augura Life website or from Vestalife website

2 You will see from that report that the Independent Actuary is of the opinion that the policyholders will not be materially adversely affected by the Transfer. In reaching its conclusion, the Independent Actuary has (amongst other matters) taken account of the fact Vestalife, with which your policy currently exists, is a Gibraltar protected cell company. This is unlike Augura Life, which is a private limited liability company, as under Irish company there is no directly comparable corporate structure. The Transfer will be subject to Gibraltar law. This means that the transfer of insurance business from Vestalife to Augura Life must be sanctioned by the Supreme Court of Gibraltar (the Court ). The consent of the Financial Services Commission in Gibraltar and the Central Bank of Ireland is also necessary as part of the process. The Swedish Financial Supervisory Authority, the Instituto de Seguros de Portugal, and the Belgian Financial Services and Markets Authority will also be contacted as part of the process. Discontinuation within a PCC structure As a Gibraltar protected cell company Vestalife is subject to the Protected Cell Companies Act of Gibraltar. Under this Act, a company is permitted to create cells within its structure in order to segregate and protect underlying assets, for example, of each insurance policy written by it. Typically when created each cell has its own designation (e.g. a policy number) and the assets and liabilities of a particular cell must be kept separate from those of all other cells. The Act prohibits assets of a cell being used to satisfy any liabilities which are not attributable to that cell. Currently, as a policyholder with Vestalife, you have recourse only to the underlying assets of the protected cell of which you and any other relevant policyholders are a member. If the assets in it (yours and potentially others) are exhausted, there is no recourse to the assets of other cells. Equally, policyholders of Vestalife in other cells would not have recourse to the underlying assets of the protected cell relating to you. Vestalife s protected cell structure will not exist in Augura Life, as Ireland does not have a similar concept. Instead, under Irish insurance law, Augura Life is required to ring-fence assets relating to all the policyholders which are required to meet the liabilities to policyholders. In the event of Augura Life becoming insolvent, the law as understood at the present time is that none of its creditors can be paid from the ring-fenced assets, other than to meet liquidator costs. Policyholders have an equal claim on the assets and should they be insufficient, then you along with all of Augura Life s other policyholders rank equally and any shortfall would be shared proportionately. What do you need to do? If you have no objections to the proposal you do not have to do anything. You do not need to take any action or worry about this change. Your policy will operate in generally the same way as with Vestalife. Your existing renewal date (where relevant) remains the same. In relation to the existing administrative and charging arrangements affecting your policy, it is not anticipated that there will be any material changes following the transfer to Augura Life. Your current policy documentation remains legal valid and will be updated by Augura Life the next time that you make a change to your policy or at renewal (whichever comes first). If you would like to see the restated policy documents, i.e. as your relationship will exist with Augura Life when the Transfer occurs, these will be on the Augura Life website Whilst this change will not affect your insurance cover, policy benefits or premium, Vestalife is obliged under Gibraltar law to give you the legal right to object or make representations about the proposed Transfer at the hearing of the Petition. We will keep a careful record of any objections received.

3 Notifying us of your objection in writing does not affect your right to attend and make your objection at the Court hearing. The Court needs to give its approval to the transfer before it can go ahead. The Court will consider the report of the Independent Actuary, review the witness statements presented, consider any objections received and the views of the Gibraltar Financial Services Commission. The Court will hear any person whom it considers ought to be heard (including policyholders or their legal representatives) in a hearing. The Court hearing is expected to be held on [month] xxx The confirmed date will be published on the Vestalife website and in selected local newspapers in Gibraltar, Belgium, Portugal and Sweden. We expect that the Court will sanction the proposal to transfer all the assets and liabilities relating to Vestalife s insurance policies to Augura Life. For the avoidance of doubt, if you do not wish to appear at the Court hearing but wish to make an objection or representation you can write to us (details below). Any such correspondence shall be passed onto the Gibraltar Financial Services Commission. Should you wish to do so, you can also write (or ) the Gibraltar Financial Services Commission direct (insurance@fsc.gi). Please note that the Gibraltar Financial Services Commission has not approved in part or in whole the contents of this letter and/or the Independent Actuary s Report and does not make any representations whatsoever as to its accuracy or completeness. As part of the process, the proposed transfer has been discussed with the Gibraltar Financial Services Commission who requires us to formally communicate with you to allow you an opportunity to present any objections or representations should you wish to do so. These will then be passed on to the Gibraltar Financial Services Commission. We will provide updates on our website. If the transfer is approved, it will also be announced on our website. This letter serves as notification of the above developments. We would be obliged if you would update your records accordingly. Please note that the tax implications for you and your policy, if any, are not dealt with in this letter. If you feel this is relevant for you, it may be advisable that you seek advice from an appropriate tax advisor. It must be noted that a copy of this letter has also been sent to brokers or insurance intermediaries believed to have placed business with Vestalife. If you have any questions or require any further information you can contact your intermediary or call us directly at (+350) (between 9 am to 5 pm Monday to Friday) or to info@vestalife.gi or or write to PEL Altraplan (Gibraltar) PCC Ltd, PO Box 1225, Gibraltar. We hope this letter and the enclosed Q&A provide you with the information to allow you to understand what is proposed, and answer any questions that you may have. However, if you object to the proposals or if you need any further information about the proposal then please let us know. The Board of Directors accept responsibility for the accuracy and completeness of the contents of this document. Yours faithfully Stephen Bright Director for and on behalf of PEL Altraplan (Gibraltar) PCC Limited Date: 29 August, 2012

4 Our move towards cross-border synergies Your questions answered Vestalife Privilege Structured Bond Policyholders August 2013

5 We have prepared this leaflet to answer your questions concerning the proposed transfer ( the Transfer ) of all PEL Altraplan (Gibraltar) PCC Limited ( Vestalife ) policies to Augura Life Ireland Limited ( Augura Life ). Please take some time to read this leaflet. Within it you will find important information about the Transfer and how it affects you. Words in this document that are written with a capital letter are explained in the Definitions section at the end of this leaflet. PEL Altraplan (Gibraltar) PCC Limited is a protected cell company ( PCC ) incorporated in Gibraltar under registered number and authorised to carry on life insurance business by the Financial Services Commission of Gibraltar. Augura Life Ireland Limited is a limited liability company incorporated in Ireland under registered number and authorised to carry on life assurance business by the Central Bank of Ireland. PEL Altraplan (Gibraltar) PCC Limited and Augura Life Ireland Limited are both members of the NPG Wealth Management Group of companies. There are other companies in NPG Wealth Management Group, but these will not be affected by the Transfer.

6 Contents What s happening? 1. What is the proposal? 4 2. Why are you doing this? 4 3. Which policies are being transferred? 4 What this means for you 4. How would the current structure of my policy change on completion of the Transfer? 4 5. Will my terms and conditions change? 5 6. Will there be any other changes to my policy? 5 7. Will my policy be as well protected as before? 5 8. Will my policy be invested in the same way? 5 9. Will the Transfer affect my personal tax situation? Who should I contact about my policy after the Transfer? 6 More about the Transfer 11. More about the NPG Wealth Management Group Who is Augura Life Ireland Limited? How is Augura Life regulated Who will pay for the Transfer? How will my interests as a policyholder be protected under the Transfer? Who is the Independent Actuary? How can I raise any concerns I may have about the Transfer? How will I find out if the Court has approved the Transfer? 7 Next steps 19. What do I need to do now? How can I find out more? 8 Definitions

7 What s happening? 1. What is the proposal? We (NPG Wealth Management Group) are proposing to transfer all PEL Altraplan (Gibraltar) PCC Limited ( Vestalife ) policies to Augura Life Ireland Limited ( Augura Life ). It is intended that Augura Life will assume all of the insurance business underwritten by Vestalife. Upon the occurrence of the Transfer, Vestalife will have no further obligations to you under your insurance policy, since all such obligations will have been transferred to Augura Life. We refer to this proposal in this leaflet and related documents as the Transfer. If the Supreme Court of Gibraltar (the Court ) approves our plans, the changes will take place on the Transfer date, which we expect to be around December Why are you doing this? The Transfer will simplify our business, enable us to be more efficient and allow us to make better use of our resources. Combining Vestalife and Augura Life into a larger entity will also reduce the amount of capital tied up to meet the regulatory solvency requirements thus enabling further business development. Moving the business from Gibraltar to Ireland will create significant synergies and allow our policyholders to benefit from the safe investment environment and the advanced financial regulations in Ireland. In practice, after the Transfer, your policy will be placed under the supervision of the Central Bank of Ireland, which is a highly reputable financial market regulator, applying strictly and effectively the highest EU standards in terms of supervision of insurance sector. 3. Which policies will be transferred? If the Transfer is approved, all Vestalife policies will be transferred to Augura Life. This includes Adiameris policies and Privilege Structured Bond (PSB) policies. What this means for you 4. How would the current structure of my policy change on completion of the Transfer Vestalife is organised as a PCC distributing 2 kinds of products: Adiameris (dedicated fund policies) and PSB (unit-linked policies). In practice, any Adiameris assets are isolated in separated cells (1 cell per policy) fully independent of all the other cells. The PSB assets are pooled into a single isolated cell. Initially, Vestalife was created as a PCC in order to offer dedicated cells (with assets legally isolated from other clients assets) to clients who wished to invest in dedicated funds. This type of organisation enhances the visibility and traceability of the investments without complicating the management of the company. Vestalife is confident that the protection offered by the PCC regime does not offer a decisive advantage to the policyholders of unit-linked or dedicated fund policies. Even if Vestalife has informed policyholders about its PCC form, the protection given by the PCC regime was never used as a key feature of the policy. In Ireland, there is no such PCC regime. However, the insurance regulations offer a strict protection for policyholders assets, which is ultimately equivalent to the PCC regime. In practice, assets required to meet the liabilities to policyholders are strictly ring-fenced. In the event of Augura Life becoming insolvent, none of its creditors could be paid from the ring-fenced assets. The Central Bank of Ireland is in charge of ensuring that insurance companies comply with these regulations at all times. 4

8 This means that, both under PCC and non-pcc regimes, the assets of the policyholders are strictly isolated from the assets of the company and as such receive the same level of protection against third party debts and give rise to equivalent recovery actions. The main difference between the two regimes is that under a PCC regime, each policyholder will have an absolute priority on the assets underlying their own policy whereas in a non-pcc regime, all policyholders will rank pari passu with regard to the assets of the insurance company. This means that in some extreme and unlikely situations, the risk will be mutualised in a non-pcc and some policyholders may be advantaged and some other disadvantaged by the difference of regime. This being said, one of the consequences of the transfer is that Augura will have a better solvency margin than Vestalife. This will make the abovementioned extreme scenarios even less likely. Based on this viewpoint, we are of the opinion (and lawyers in Gibraltar and Ireland share this opinion) that shifting from a PCC to a non-pcc regime will be at least ultimately equivalent (if not ultimately beneficial) from a policyholder viewpoint. This rationale has led the Independent Actuary to conclude in his report that the security of the benefits of the [policyholders] will not be materially affected by the implementation of the Scheme ( 7.86). 5. Will my terms and conditions change? Your current policy documentation remains legally valid and will be updated by Augura Life at the first occurrence when you make a change to your policy or upon renewal. The policy conditions will not be modified. Restated policy documents reflecting the Transfer will be made available on Augura Life s website 6. Will there be other changes to my policy? Your policy provider will change to Augura Life. Payments and correspondence to you will come from Augura Life and information about your policy will be available on Augura Life s website, The only immediate changes as a result of the Transfer will be a change of contact details as explained in question 19 below. Our bank account details may change for some policies and such changes will be reflected in the restated policy documents that will be made available for each policy on The Transfer will not affect your existing benefits, the level of premiums payable, the value of your policy or any guarantees you have. Your policy will continue to operate as before. You will keep the same policy number and the level of service you receive will not be affected. 7. Will my policy be as well protected as before? The PCC will not exist in Augura Life, since Ireland does not have a similar legislation. Instead, under Irish insurance law, Augura Life is required to ring-fence all assets related to policyholders which are required to meet the liabilities to policyholders. In the event of Augura Life becoming insolvent, the law as understood at the present time is that none of its creditors can be paid from the ring-fenced assets, other than to meet liquidator costs. Policyholders have an equal claim on those assets and, should they be insufficient, then all Augura Life s policyholders rank equally and any shortfall would be shared proportionately. Further elements related to this question can be found in point 4 of this leaflet. This protection is considered equivalent by Augura Life, its independent actuaries and its lawyers in both Ireland and Gibraltar. 8. Will my policy be invested in the same way? Your policy investments remain the same. Whatever type of policy you have, the Transfer will not alter the management costs or change the policy charges or pricing. 5

9 Subsequent transactions will be initiated and executed as before, whether you have entrusted your portfolio management to a professional adviser or whether you personally send your transaction instructions to us. 9. Will the Transfer affect my personal tax situation? The Transfer does not affect the tax status or tax reporting requirements of the policies. However, you may wish to take advice from your financial adviser or tax adviser to confirm that your personal tax position is unaffected. 10. Who should I contact about my policy after the Transfer? If you have a financial adviser, then you can continue to speak to them about your policy in the same way as before. Alternatively, you may prefer to contact Augura Life directly: Augura Life Ireland Limited 5, Harbourmaster Place IFSC, Dublin 1, Ireland Tel.: (+353) Fax: (+353) bcs@auguralife.ie More about the Transfer 11. More about the NPG Wealth Management Group NPG Wealth Management is a Luxembourg-based financial group specialised in financial solutions through the use of investment-based life insurance products. The Group targets high affluent and high net-worth private clients, principally in Europe, and distributes its products through independent intermediaries, such as brokers, financial advisers, family offices and institutional partners. The NPG Wealth Management Group includes Augura Life Ireland Limited, Altraplan Luxembourg S.A., Altraplan Bermuda Limited and Private Estate Life S.A. 12. Who is Augura Life Ireland Limited? Augura Life Ireland Limited is an Irish incorporated limited liability company registered under number 99454, with registered address at 5 Harbourmaster Place, IFSC, Dublin 1, Ireland. Augura Life is authorised by the Central Bank of Ireland to carry on life assurance business. 13. How is Augura Life Ireland regulated? The insurance industry, and more generally all financial services organisations in Ireland, are regulated by the Central Bank of Ireland (CBoI), who is responsible for the supervision of the financial health and stability of Irish financial services institutions and combines the existing role of the Central Bank with the supervision of the financial institutions compliance with prudential rules and conduct of business. The CBI also holds significant consumer protection powers under its consumer protection mandate. The CBI has taken a dynamic approach to its regulatory duties, which has enabled a full range of fund products to be developed. Unlike some jurisdictions which have restrictive investment constraints, Ireland offers access to a wide range of assets. 6

10 14. Who will pay for the Transfer? The Transfer will be paid for by Augura Life with no cost to the policyholders. 15. How will my interests as a policyholder be protected under the Transfer? The Transfer will be subject to Gibraltar law. This means that the transfer of insurance business from Vestalife to Augura Life must be sanctioned by the Supreme Court of Gibraltar (the Court ), who must be satisfied that the transfer will not unfairly prejudice the policyholders and meets all the necessary legal requirements. The consent of the financial supervisory authorities in Gibraltar (FSC), in Ireland (CBI) and in the countries where the products of Vestalife have been distributed is also necessary. An Independent Actuary has been appointed to prepare a report on the Transfer for the Court. The Court will consider this report when reaching its decision. The Independent Actuary has considered how the interests of policyholders might be affected by the proposals and has concluded that the Transfer will not have a material adverse impact on either the benefit security or benefit expectations of Vestalife or Augura Life policyholders. 16. Who is the Independent Actuary? The Independent Actuary is Mr Philip Simpson, principal and consulting actuary in the London office of Milliman. Mr Philip Simpson specializes in the issues related to life insurance business. His report sets out his opinion on the effect the proposals are likely to have on policyholders. 17. How can I raise any concerns I may have about the Transfer? If you have any objections or concerns, please get in touch with us at no. (+350) (between 9 am to 5 pm Monday to Friday) or use the enquiry form available on our website at We may be able to deal directly with any concerns you have. Furthermore, under Gibraltar law, you have the legal right to object or make representations about the proposed Transfer at the Hearing of the petition where the Court will hear any person whom it considers ought to be heard (including policyholders or their legal representatives). The Court hearing is expected to be held on or around December The confirmed date will be published on the Vestalife website and in selected local newspapers in Gibraltar, Belgium, Portugal and Sweden. If you want to object at the Hearing, please get in touch with us as soon as possible and outline your objection so we can send it to the Court, the Independent Actuary and the FSC before the Hearing. Your informing us will also enable us to let you know about any changes that may be made in relation to the Hearing, for example a change of time or date. Alternatively, you have the possibility of contacting the regulator in charge of the insurance sector in the country where you were resident at the time of your subscription. The contact details can be found on your policy documents. 18. How will I find out if the Court has approved the Transfer? After the Court Hearing, we will put a note on both and websites. Once the Transfer will have taken place, we will send confirmation to all policyholders concerned by the Transfer. 7

11 Next steps 19. What do I need to do now? If, after careful reading of this document and our letter with the attached reports of the Independent Actuary, you consent to the Transfer, you do not need to take any further action. If you want to ask for more information or plan to attend the Court Hearing, please contact us by telephone, by or by letter as indicated under question How can I find out more? If you have any other questions, you may wish to contact your financial adviser or call us at no. (+350) (between 9 am to 5 pm Monday to Friday) or use the enquiry form available on the website Our staff will endeavour to answer your questions and all queries will be responded to. You may also write to: PEL Altraplan (Gibraltar) PCC Ltd, PO Box 1225, Gibraltar If you contact us, please quote the client reference number mentioned on your annual statements. You can also consult the Independent Actuary s full report on the website 8

12 Definitions Adiameris Augura Life CBoI Court Transfer date FSC Guaranteed benefits Hearing Independent Actuary NPG Wealth Management Group PCC PSB Transfer Vestalife A unit-linked life insurance policy linked to a personalised asset portfolio. Augura Life Ireland Limited. The Central Bank of Ireland, the Irish financial regulator. The Supreme Court of Gibraltar. The date at which the portfolio will be transferred. The Financial Services Commission, the financial regulator in Gibraltar. The minimum amounts that will be paid in line with the terms and conditions of a policy. The hearing at the Court to approve the Transfer. The Court hearing is expected to be held on or around December The confirmed date will be published on the Vestalife website and in selected local newspapers in Gibraltar, Belgium, Portugal and Sweden. Mr Philip Simpson, principal and consulting actuary in the London office of Milliman, who has been appointed by Vestalife and Augura Life, as the Independent Actuary in connection with the Transfer. He has prepared a report on the effect of the Transfer on policyholders. The group of companies whose ultimate parent company is NPG Wealth Management S.A. and which currently includes Altraplan Bermuda Limited, Altraplan Luxembourg S.A., Augura Life Ireland Limited, PEL Altraplan (Gibraltar) PCC Limited and Private Estate Life S.A. Protected Cell Company as defined in the Protected Cell Companies Act 2001 in Gibraltar Privilege Structured Bond, a unit-linked product available in the form of a life assurance policy or a company pension plan or a private pension plan. The proposed transfer to be approved by the Court for all Vestalife policies to be transferred to Augura Life. The proposal sets out the terms under which Augura Life will be responsible for transferring all policies which are currently the responsibility of Vestalife. The commercial name of PEL Altraplan (Gibraltar) PCC Limited. NPG Wealth Management 38, Parc d activités de Capellen L-8308 Capellen Tel. (+352) Fax (+352)