1 SUMMARY OF SCHEME AND INDEPENDENT EXPERT'S REPORT Proposed transfer of the insurance business of Cardrow Insurance Limited to Tenecom Limited PART I: SUMMARY OF THE TERMS OF THE SCHEME 1. OVERVIEW 1.1. Cardrow Insurance Limited (Cardrow) is an insurance company incorporated in England and Wales. Cardrow was incorporated on 30 June 1948 under the name Westminster Motor Insurance Association Limited and changed its name to its current name on 18 March Cardrow is authorised by the Prudential Regulation Authority (the PRA) to carry out non-life insurance business in the UK and regulated by the PRA and the Financial Conduct Authority (the FCA) in its conduct of such business Tenecom Limited (Tenecom) is an insurance company incorporated in England and Wales. Tenecom was incorporated on 4 December 1972 under the name Cannobie Investments Limited. It changed its name to The Yasuda Fire and Marine Insurance Company Limited on 8 May 1973, subsequently changed its name to The Yasuda Fire and Marine Insurance Company of Europe Limited on 9 December 1985 and then changed to its current name on 25 June Tenecom is authorised by the PRA to effect and carry out contracts of non-life insurance and is regulated by the PRA and the FCA in its conduct of such business Cardrow stopped writing new contracts of insurance and went into run-off on 1 September Before Cardrow went into run-off, the company primarily sold motor insurance policies under the Westminster Insurance brand name In October 2009, Cardrow transferred the contracts of insurance it effected between 1 January and 1 September 2008 to Tradex Insurance Company Limited pursuant to an insurance business transfer under Part VII of the Financial Services and Markets Act (FSMA) Cardrow is now proposing to transfer the whole of its remaining insurance business, which comprises all policies written on or before 31 December 2007 (the Transferring Business) to Tenecom (the Proposal) under a scheme pursuant to Part VII of FSMA Under the terms of the Proposal, all of the insurance policies forming part of the Transferring Business will be transferred to Tenecom. However, the terms of those
2 policies will not otherwise be affected as a result of the transfer. Consequently, policyholders do not need to take any action in relation to their policies or any claims they may have made or may make in the future under such policies. 2. PROCESS 2.1. The Proposal will be effected under provisions contained in Part VII of FSMA. These provisions permit a business carried on by an insurance company in the UK to be transferred to another insurance company. The details of such a transfer must be set out in a scheme document (the Scheme), which can only become effective with the sanction of the Court Cardrow and Tenecom made an application to the Court in respect of the Proposal by a Claim Form issued on 11 December The Court hearing is expected to take place on 7 March The application to the Court was accompanied by a report on the terms of the Scheme in a form approved by the PRA (following consultation with the FCA), and made by a person appearing to the PRA to have the skills necessary to make a proper report (the Independent Expert's Report or Report) and approved by the PRA (following consultation with the FCA) to do so. A summary of the Independent Expert's Report drafted by the independent Expert, Mr Gary Wells of Milliman, appears in Part II of this document Any person who dissents to the Scheme or considers that he or she would be adversely affected by the carrying out of the Scheme is entitled to be heard by the Court at the Court hearing, as are the PRA and the FCA, or to make oral or written representations setting out their dissent or concern to the Court prior to the hearing, which will be considered at the hearing. Any person who wishes to object to the application by appearing in person at the Court hearing or who wishes to make such representations is requested to notify his or her objections, including the reasons for his or her dissent to the Scheme or concern that he or she will be adversely affected by the Scheme, as soon as possible, and, where possible, by no later than 15 business days prior to the hearing, to the solicitors acting for Cardrow, named in section 4 of this Part I, below Subject to the granting of an order of the Court sanctioning the Scheme, the Scheme is expected to become effective at on 14 March 2016, or such other date and time as the court may specify in its order (the Effective Date).
3 3. SUMMARY OF THE SCHEME Transfer of the Transferring Business 3.1. Under the terms of the Scheme all of the Transferring Business shall transfer to Tenecom. From the Effective Date, Tenecom will become the insurer of the insurance policies that constitute the Transferring Business in place of Cardrow and will be wholly responsible for all obligations under such policies Cardrow entered into a loss portfolio transfer reinsurance agreement (Reinsurance Agreement) with Santam Limited, which was effective as of 1 January Under the Reinsurance Agreement, Santam has agreed to bear the economic risk of the Transferring Business. The Reinsurance Agreement and certain other outwards reinsurance contracts will be transferred on the Effective Date so that Tenecom will become the reinsured in place of Cardrow Subject to the court s approval of the Scheme, the court will also make an order for the dissolution without winding up of Cardrow after the Scheme takes effect. Litigation 3.4. Other than claims-related litigation in the ordinary course of business, Cardrow is not party to any litigation in respect of the Transferring Business. However, the Scheme provides for the continuation by or against Tenecom of any legal proceedings commenced prior to the Effective Date by or against Cardrow that relate to its rights and obligations in respect of the Transferring Business. 4. COPIES OF DOCUMENTS RELATING TO THE PROPOSAL 4.1. Copies of the Independent Expert's Report and of this document will be provided, free of charge, by the solicitors acting for Cardrow, named below. Cooley (UK) LLP 69 Old Broad Street, London EC2M 1QS Tel: +44 (0) Ref: CF/JY/NG
4 PART II: SUMMARY OF THE INDEPENDENT EXPERT S REPORT 1. INTRODUCTION 1.1. This is a summary of a report dated 15 December 2015 (the Report) that I, Gary Wells, have prepared having been nominated by Cardrow and Tenecom and approved by the PRA as an independent expert to report on the proposed transfer of Transferring Business to Tenecom under the Scheme pursuant to Part VII of FSMA. It should not be read as a substitute for my Report, as taken in isolation it could be misleading. Please refer to the Report for details of the scope of my work and my conclusions. The Report may be obtained by writing to Cooley (UK) LLP (the solicitors acting for Cardrow), 69 Old Broad Street, London EC2M 1QS, quoting reference CF/JY/NG; by ing or by calling +44(0) The Report is required under Section 109 of FSMA in order that the High Court may properly assess the impact of the proposed Scheme. It describes the transfer under the Scheme and discusses its possible effects on all affected policyholders, including effects on policyholder security and levels of administration services Earlier parts of this document contain a description of the Scheme so I have not included one in this summary, although I confirm that the description provided earlier in the document is consistent with my understanding of the Scheme. My summary of the Report below has focused on the security and service levels provided to policyholders and the likely effect of the Scheme on policyholders of Cardrow and Tenecom, as applicable Reliances and Limitations - In carrying out my review and producing the Report I have relied without independent verification upon the accuracy and completeness of the data and information provided to me, in both written and oral form, by Cardrow and Tenecom. Where possible, I have reviewed some of the information for reasonableness and consistency with my knowledge of the insurance industry I have only considered the Scheme to which the Report relates and I have not considered any alternative schemes The Report has been prepared on an agreed basis under Part VII of FSMA for the Court, Cardrow and Tenecom in order to meet the specific purposes of the Scheme, and must not be relied upon for any other purpose. It must be considered in its entirety as individual sections, if considered in isolation, may be misconstrued.
5 1.7. In the event of any conflict of interpretation between this summary and the Report, the interpretation contained in the Report will prevail. Conclusion 1.8. In my opinion: there would be no material change to the security or standards of service of any group of policyholders; no group of policyholders would be affected in a materially adverse manner or prejudiced by the Scheme; and therefore there is no reason why the Scheme should not go ahead For the avoidance of doubt, my conclusion above applies equally to Cardrow policyholders who are: (1) resident in Jersey or were sold a policy while resident in Jersey; (2) resident in Guernsey or were sold a policy while resident in Guernsey; or (3) resident in the Isle of Man or were sold a policy while resident in the Isle of Man Further details of the reasons for these conclusions are summarised below. For a full understanding of the conclusions that I have reached, together with the rationale for those conclusions, it is important to read my Report. It is also important that the limitations and assumptions contained therein are borne in mind when interpreting these conclusions. 2. SUMMARY OF THE INDEPENDENT EXPERT S REVIEW OF THE SCHEME Security of Policyholders 2.1. Security is provided by the excess of assets (Available Capital) over general insurance business liabilities. Margins in the basis used to value liabilities also contribute to policyholder security I therefore need to consider the likely effects of the Scheme on the security of the policyholders of Cardrow whose policies are to be transferred, and the current policyholders of Tenecom by comparing their position if the Scheme were or were not implemented and my conclusions are described below.
6 2.3. A key issue I have had to consider in the course of my work is whether there will be enough capital in Tenecom post-scheme to avoid the transferring policyholders of Cardrow being materially adversely impacted. The Existing Policyholders of Tenecom 2.4. As at 31 December 2014, Tenecom s total Admissible Assets amounted to million, Technical Provisions amounted to million (gross of reinsurance), and other liabilities amounted to 5.7 million, thereby producing regulatory (Solvency I) capital resources of 28.7 million (adjusted by the capital resources requirement of 2.9 million of regulated related undertaking) If the Scheme were not implemented, Tenecom policyholders would remain with a medium-sized, well-capitalised company in run-off (I describe what I mean by a sufficiently capitalised, well-capitalised or very well-capitalised company in the Appendix to this summary) In assessing the likely effect of the Scheme on the policyholders of Tenecom (including those who become policyholders between the date of this summary and the Effective Date), the main risk to consider would normally be that the liabilities from the Transferring Business currently in Cardrow deteriorate post-scheme to such an extent that Tenecom s solvency is threatened The Reinsurance Agreement referred to in earlier parts of this document under which Santam Limited (Santam) wholly reinsured Cardrow in respect of the Transferring Business, was executed on 16 October 2015 and varied by a deed of variation on 2 December The Reinsurance Agreement has a retrospective effective date of 1 January Cardrow s purchase of the Reinsurance Agreement from Santam protects Cardrow against future deteriorations in the liabilities of the Transferring Business, i.e. it effectively eliminates the reserving risk arising from the Transferring Business. The cover available under the loss portfolio transfer reinsurance is such that I believe that there is only a remote risk of the cover becoming exhausted. In addition, the Reinsurance Agreement covers expenses associated with the Transferring Business, including direct and indirect claims handling costs. I have also considered the terms and conditions of the Reinsurance Agreement and am satisfied that the Reinsurance Agreement includes appropriate clauses restricting Santam s ability to terminate the Reinsurance Agreement or to avoid paying claims under it. Given that Santam is the largest (re)insurance
7 company in Africa and has an indicative A rating from Standard & Poor s, I believe that the risk of default is remote If the Scheme is approved, the Reinsurance Agreement (along with Cardrow s other reinsurance contracts) will transfer under the Scheme and Santam will ultimately reinsure Tenecom in respect of the Transferring Business on an unlimited basis The Reinsurance Agreement therefore protects Tenecom against any future deterioration in the liabilities of the Transferring Business on an unlimited basis, i.e. it effectively eliminates the reserving risk arising from the Transferring Business. In addition, any emerging reinsurance bad debt is also covered by the Reinsurance Agreement. As mentioned above, given that Santam is the largest (re)insurance company in Africa and has an indicative A rating from Standard & Poor s, I believe that the risk of default under the Reinsurance Agreement is remote I have concluded that the security of the existing policyholders of Tenecom would not be materially adversely affected by the Scheme. The Transferring Policyholders of Cardrow As at 31 December 2014, Cardrow s total Admissible Assets amounted to 22.4 million, Technical Provisions amounted to 1.5 million (gross of reinsurance), and other liabilities amounted to 0.3 million, thereby producing regulatory (Solvency I) capital resources of 20.6 million As at 30 November 2015, Cardrow had only three open claims (with essentially no likelihood of any further claims emerging) including one claim with costs outstanding which settled at the end of July 2015 for a lump sum payment with costs in addition (as at 30 November 2015, the costs outstanding were circa 0.3 million). The total case reserves (including costs) held by Cardrow as at 30 November 2015 were 0.4 million (gross) If the Scheme were not implemented, the policyholders of Cardrow would remain with a small very well-capitalised company in run-off (since 1 September 2008) In assessing the likely effect of the Scheme on the policyholders of the Transferring Business, the main risk to consider is that Tenecom, post-scheme, would not be financially secure.
8 2.16. I have reviewed the reserving basis used by Tenecom to value liabilities. Based on my review, I am satisfied that the reserves are reasonable for the purposes of describing the effect of the Scheme I also considered the capital strength of Tenecom pre-scheme on both Solvency I and the Solvency II 1 bases. In particular, I have considered the reasonableness of the key assumptions used in the inputs to the Solvency II standard formula 2 template, and the results of the calculations (as at 31 December 2014). In assessing the reasonableness of the assumptions and results, I have considered how they compare against my knowledge of the market and similar Solvency Capital Requirement (SCR) calculations (for run-off entities). This led me to conclude that, before the proposed Scheme, the level of capital held is such that Tenecom could be characterised as a well-capitalised company under Solvency II I considered how this assessment would change post-scheme, both in terms of changes to the level of capital held and changes to the risks that Tenecom faces: The level of capital held by Tenecom post-scheme would not be reduced as a result of the Scheme; Essentially, there would be no increase in the reserving risk to which Tenecom is exposed, as any potential deterioration in the liabilities of the Transferring Business would in all but very remote circumstances be recoverable under the Reinsurance Agreement; The Scheme would lead to a small increase (circa 0.5 million) in Tenecom s exposure to reinsurance credit risk. Given that the reinsurer is Santam, however, and given that Santam is the largest (re)insurer in Africa and has an indicative A rating by Standard & Poor s I believe that the risk of default is remote; The required level of Solvency II regulatory capital will increase as a result of the Scheme since the Standard Formula includes a charge related to reinsurance credit exposure, although the impact on the Standard Formula SCR is not material 1 Solvency II is the regulatory regime that will apply to (re)insurance companies across Europe from 1 January It will set the basis for the regulatory risk-based capital requirement for (re)insurance companies in the EU (and will replace Solvency I). It will also involve changes to the way in which firms are governed and risk is managed, and the regulatory and public reporting they need to perform. 2 The Standard Formula is a method for assessing the regulatory capital for an insurer under Solvency II (the other approaches are to use an internal model or a partial internal model). The standard formula is designed to be applicable to all insurers and is not therefore tailored to the circumstances of an individual insurer. In plain terms, the basic SCR consists of 5 risk modules (non-life, life, health, market and counterparty) that are in turn further sub-divided into 18 sub-modules (e.g. premium and reserve risk, catastrophe risk and currency risk). The results for each sub-module are aggregated using a correlation matrix to arrive at a capital charge for each of the 5 main modules, which in turn are aggregated using a further correlation matrix to determine the basic SCR. A further module is used to calculate operational risk which is added to the basic SCR to produce the (standard formula) SCR
9 because of the small increase in exposure (circa 0.5 million) and the indicative Standard & Poor s A rating of Santam. The capital held by Tenecom will, therefore, remain in excess of the post-scheme Standard Formula SCR, and Tenecom would continue to be characterised as a well-capitalised company Based on my assessment of the pre-scheme Standard Formula SCR and my assessment of the likely changes to capital and risks resulting from the proposed Scheme, I am satisfied that the level of capital held by Tenecom post-scheme would be such that it could continue to be characterised as a well-capitalised company (on a Solvency II basis). Nothing emerged during the course of my work that would give me concerns as to the financial strength of Tenecom if the Scheme were to go ahead. I have concluded that the security of the policyholders of the Transferring Business would not be materially adversely affected by the proposed Scheme. The Non-Transferring Policyholders of Cardrow If the Scheme were implemented, the liabilities pertaining to the entire insurance business of Cardrow will be transferred to Tenecom and removed from the balance sheet of Cardrow, along with reinsurance assets related to the business (including the Reinsurance Agreement). No other assets will be transferred to Tenecom. Accordingly, there is anticipated to be no remaining policyholders of Cardrow as a result of the proposed Scheme on the Effective Date. In the unlikely event of there being any policies that cannot be transferred to Tenecom under the Scheme on the Effective Date, these Excluded Policies will be excluded from the Scheme until they can be transferred. Cardrow s net liabilities under these policies would continue to be ultimately reinsured by Santam. It is not currently expected that there will be any Excluded Policies. Furthermore, I understand that Cardrow would discuss the situation with the PRA/FCA before proceeding with the Scheme. As there is currently no expectation that there will be any remaining policyholders of Cardrow as a result of the proposed Scheme on the Effective Date, I have not considered the matter further. Levels of Service Claims and other administration for the Transferring Business is currently the responsibility of Cardrow, albeit out-sourced to Charles Taylor Insurance Services Limited. After the Scheme, claims and other administration will become the
10 responsibility of Tenecom. Tenecom uses Resolute Management Limited (a shared services company that performs services for a number of Berkshire Hathaway s companies operating in the UK) to perform its claims handling; this will continue to be the case for the Transferring Business Resolute Management Limited has many years of experience handling motor insurance related claims (which form the body of the Transferring Business) and as such I do not anticipate the level of service to the policyholders of the Transferring Business (and/or 3 rd party claimants) will be materially adversely affected as a result of the proposed Scheme. Other Considerations The policyholders of the Transferring Business have rights of access to the Financial Ombudsman Service (FOS). This will continue to be the position for the policyholders of the Transferring Business post-scheme albeit they may be in a different company, i.e. Tenecom The policyholders of the Transferring Business are eligible for the protection provided by the Financial Services Compensation Scheme (FSCS). This will continue to be the position for the policyholders of the Transferring Business post-scheme albeit they may be in a different company, i.e. Tenecom Tenecom will continue to participate in the FSCS post-scheme. Thus, there will be no loss of the protection afforded by the FSCS (including that provided in the winding-up scenario) to the eligible policyholders of Tenecom as a result of the Scheme There is no loss of rights of access to the FOS for the eligible policyholders of Tenecom as a result of the Scheme I am satisfied that the policyholders are not adversely affected by the Scheme in relation to the FSCS arrangements and in relation to the FOS arrangements I have considered the impending implementation of Solvency II on 1 January 2016, and its impact on Cardrow and Tenecom I have formed the view that Cardrow is making progress to meet certain of the requirements of Solvency II, but will not be in full compliance on its introduction (primarily because the Cardrow s assessment is that the Solvency II regime will only apply to the company for a limited period, i.e. between 1 January 2016 and the Effective
11 Date. Notwithstanding the limited progress of Cardrow in relation to full Solvency II compliance, I am of the view that such limited progress will not impact in any material way on my conclusions regarding the company s ability to meet the claims of policyholders of Cardrow as they fall due pre-scheme (subject, of course, to no enforcement action being taken by the regulator) I have formed the view that Tenecom is making satisfactory progress to meet the full requirements of Solvency II on its introduction, and that such progress will not impact in any material way on my conclusions regarding the company s ability to meet the claims of policyholders of Tenecom (including the policyholders of the Transferring Business post-scheme) as they fall due. 3. UPDATE REPORT 3.1. My analysis has been based upon the material supplied me, including balance sheets and other information based on audited accounting positions as at 31 December As the proposed Effective Date of the Scheme is 14 March 2016, I will need to revisit these assumptions (including Solvency II compliance) closer to the time to confirm that there have been no material changes to the arrangements that I have reviewed that would affect my overall opinion. I will prepare and issue (as necessary) an update report to be made available to the Court prior to the Final Court Hearing.
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