Transfer of business from Ageas Insurance Limited to RiverStone Insurance (UK) Limited
This website provides information regarding the Scheme (as defined below) and will be updated on an ongoing basis with further details of the Scheme. Please check this website regularly.
Please note that the Court sanctioned the Scheme on 16 March 2020 and the Scheme will become effective at 00:01 (UK time) on 1 April 2020.
The Independent Expert’s supplementary Report, dated 10 March 2020, is available on this website via the Scheme documents section below.
Page last updated: 17 March 2020
Subject to Court approval on 16 March 2020, it is proposed that certain commercial general insurance business currently carried on by Ageas Insurance Limited (“Ageas”) will transfer to RiverStone Insurance (UK) Limited (“RiverStone”) by way of an insurance business transfer scheme under Part VII of the Financial Services and Markets Act (2000) (“FSMA”) (the “Scheme”).
A Part VII transfer is a legal process under which an insurance company can transfer its insurance policies to another insurance company, in accordance with strict rules and with the prior approval (known as “sanction”) of the High Court of England and Wales.
The Court will only sanction the Scheme if certain legal requirements are satisfied and if, in all the circumstances of the case, the Court considers it appropriate to do so. In reaching its decision, the Court will consider the views of policyholders, the Independent Expert (referred to below), the Prudential Regulation Authority (the “PRA”), the Financial Conduct Authority (the “FCA”) and any person who alleges that they would be adversely affected by the Scheme.
Business to be Transferred
The general commercial insurance policies subject to the Scheme (which we refer to as the “Transferring Policies”) comprise a mix of direct and assumed reinsurance policies covering marine, non-marine, aviation, property and liability risks. The Transferring Policies include:
- business written by or on behalf of Ageas or its predecessors, or transferred to or assumed by Ageas or its predecessors prior to 20 December 2018, in each case having an inception date prior to 31 December 1992; and
- business written by Northern Star Insurance Company Limited or its predecessor entities which was transferred to Ageas in 2000,
and which, in each case, remain in force at the Effective Date (including any policies under which a valid claim may be made at or after the Effective Date).
The Transferring Policies include policies written through brokers and, in certain instances, via the Institute of London Underwriters (ILU), the Policy Signing and Accounting Office (PSAC) and the London International Insurance and Reinsurance Market Association (LIRMA), which merged to become the International Underwriting Association of London (IUA). Some of this business was written on behalf of US customers on what is now referred to as a “surplus lines” basis (i.e. excess business where coverage is not available from the licensed market, usually because the financial risk is too high for a regular insurance company to take on).
There are a number of excluded policies which will not transfer to RiverStone including policies written by Ageas through the London and Hull Aviation Underwriting Agency between 1972 and 1985, policies covering UK employers’ liability and motor liability written by Ageas and having an inception date prior to 31 December 1992, a specific Northern Star policy (which is a Periodical Payment Order connected to a motor policy), policies where the policyholder is on a sanctions list at the Effective Date, and any other policies which Ageas and RiverStone agree prior to the Effective Date should not be transferred.
Upon the Scheme being sanctioned, all of the contracts, property, assets and liabilities relating to the Transferring Policies will transfer to RiverStone.
The Independent Expert
The applicable legislation requires the insurance companies participating in the Scheme to appoint an Independent Expert, approved by the PRA following consultation with the FCA. The Independent Expert considers the impact of the proposed Scheme on the various groups of affected policyholders (including persons entitled to beneficial rights under Transferring Policies) and submits a report to the Court.
The Independent Expert is Simon Sheaf, Partner and Head of General Insurance Actuarial and Risk at Grant Thornton UK LLP. Grant Thornton UK LLP is a member of one of the world’s largest professional services networks of independent accounting and consulting firms. Mr Sheaf is a Fellow of the Institute and Faculty of Actuaries and a Fellow of the Society of Actuaries in Ireland with over 25 years’ experience within the general insurance industry. Mr Sheaf’s wide-ranging experience throughout the insurance and reinsurance industry includes dynamic actuarial and financial modelling, valuations of insurance liabilities, Solvency II, review and design of reinsurance programmes, exit strategies and independent expert and expert witness assignments.
Mr Sheaf has been appointed to report his opinion on the likely effect of the proposed Scheme on policyholders. His report is impartial, based on a thorough scrutiny of the proposed Scheme and the business of Ageas and RiverStone, each of whom has provided him with access to key staff and private and public information he has requested.
How you will be affected
Broadly, the effect of the Scheme is that Ageas’s rights and obligations under the policies comprising the Transferring Policies will be transferred without further notice or alteration to RiverStone. The Scheme will have no effect on:
- the terms and conditions of your cover;
- the duration of your policy; or
- any claim which you have made (or may make) under your policy.
If you hold a Transferring Policy (or if you are entitled to beneficial rights under such a Transferring Policy), the Scheme will change the insurance company against which policy related claims should be brought and which will be responsible for handling such claims. This is relevant both to policyholders and to other persons who may hold beneficial rights under the Transferring Policies.
The Administration of Policies
RiverStone Management Limited (“RSML”) currently manage the day-to-day administration of the Transferring Policies. Following the Scheme, RSML will continue to manage all of RiverStone’s business, including the business transferred from Ageas, on the same terms. There will be no change to current claims notification or payment of claims processes for the Transferring Policies.
Ageas and its Predecessor Companies
Ageas is a non-life insurance company which writes motor, household property, travel and small commercial lines insurance through multiple distribution channels. Its ultimate parent company is Ageas SA/NV, the parent company of the Ageas Group, a multinational group of life insurance, non-life insurance and real estate companies operating in Belgium, the UK, Continental Europe and Asia.
Ageas is a private limited company, incorporated in England and Wales on 1 July 1939 under registered number 00354568 with the name The Bishopsgate Insurance Company Limited. Its registered office is Ageas House, Hampshire Corporate Park, Templars Way, Eastleigh, Hampshire, SO53 3YA. Ageas is regulated in the UK by the PRA and the FCA.
Ageas has operated under the following names since its incorporation:
- 1 July 1939 – The Bishopsgate Insurance Company Limited incorporated in England and Wales
- 22 June 1982 – Re-registered as a public limited company and changed name to Bishopsgate Insurance plc
- 1 October 1986 – Re-registered as a private limited company and became Bishopsgate Insurance Limited
- 1 March 2000 – Name changed to Fortis Insurance Limited
- 1 October 2010 – Name changed to Ageas Insurance Limited
RiverStone and its Predecessor Companies
RiverStone is a UK company, which was incorporated in 1974 when it commenced underwriting non-life insurance and reinsurance business. It changed its name to RiverStone Insurance (UK) Limited on 1 August 2000. The registered office of RiverStone is Park Gate, 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, United Kingdom.
It is a specialist run-off insurance company, authorised by the PRA and regulated by the PRA and the FCA. RiverStone has permission, inter alia, to effect and carry out contracts of insurance in the United Kingdom.
RiverStone has been in run-off since 1999 and has a diverse portfolio of business including employers’ liability, property, casualty, marine, aviation, motor and asbestos pollution and health hazard business. RiverStone specialises in the efficient acquisition of run-off portfolios and has completed more than 20 legacy portfolio acquisitions over the past 15 years, assuming more than £1.9 billion of gross technical provisions during this period.
Further Information and Contact Details
We hope that this website provides you with the information you need to allow you to understand what the Scheme means for you and answers any questions that you may have.
Should you have any further questions, we have provided answers to a number of frequently asked questions relating to the Scheme in the FAQs which can be viewed in the Scheme Documents section below. Should you have any further questions that are not answered by this website, please contact us using the Contact Details below.
While we have done our best to ensure that this website provides you with the information you need about the Scheme, we acknowledge that you may have further questions. Should this be the case, please contact us using the contact details below.
Phone: 0800 597 8118 (or, if resident outside the UK, on +44(0)2380 350264)
Address: FAO: Head of External Affairs, Ageas Insurance Limited, Ageas House, Hampshire Corporate Park, Templars Way, Eastleigh, Hampshire, SO53 3YA, United Kingdom
Phone: 01273 792007 (or, if resident outside the UK, on +44 (0)1273 792007)
Address: FAO: Head of Corporate Legal, RiverStone Insurance (UK) Limited, Park Gate, 161-163 Preston Road, Brighton BN1 6AU, United Kingdom
Target date for notification – 11 March 2020:
any person who intends to appear at the Court, or to make representations in writing, is requested to notify the RiverStone Group’s solicitors as soon as possible and ideally by this date (i.e. five days before the Court hearing).
Court hearing – 16 March 2020:
the Court hearing is scheduled to take place on this date at the Rolls Buildings, Royal Courts of Justice, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK.
Effective Date – 1 April 2020:
if the proposals are sanctioned by the Court, then we expect that the Scheme will take place at 00.01 on this date.
These dates are subject to change so please check this page regularly.
Copies of various documents relating to the Scheme are available to download below. These include the Notice setting out details of the court hearing, the Scheme Document setting out the terms of the Part VII transfer, the Independent Expert’s report and the communications packs that will be sent to interested parties with details of the Scheme.