EXPLANATORY CIRCULAR RELATING TO A PROPOSED TRANSFER OF GENERAL INSURANCE BUSINESS by FIDELIS UNDERWRITING LIMITED (FUL) to FIDELIS RISK IRELAND DAC (FRID) UNDER PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (Act) 1
Introduction This explanatory circular has been prepared to provide you with an overview of the proposed transfer. Please take time to read it. The proposed transfer Fidelis Underwriting Limited (FUL) is proposing to transfer its general insurance policies where the risk associated with such policies is located in a European Economic Area (EEA) state other than the United Kingdom (General Insurance Business) to Fidelis Risk Ireland DAC (FRID), which at a point prior to the transfer, will be renamed Fidelis Insurance Ireland DAC (FIID), by means of an insurance business transfer scheme (the Scheme) under Part VII of the Financial Services and Markets Act 2000 (the Act). FUL is a UK insurance company, authorised by the UK Prudential Regulation Authority (the PRA) and regulated by both the PRA and the UK Financial Conduct Authority (the FCA). FUL has permission under Part 4A of the Act to carry out (inter alia) contracts of general insurance falling within classes 1-3, 5-9 and 11-16 of Part I of Schedule 1 of the UK Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO). FRID is a company incorporated in Ireland. FRID is not currently authorised as an insurance company but has applied to the Central Bank of Ireland (the CBI) and has received consent in principle to become authorised as a non-life insurance company in Ireland with permission to write general insurance business in Ireland in classes 1-3, 5-9 and 11-16 of Part 1 of Schedule 1 of the European Union (Insurance and Reinsurance) Regulations 2015, (which transposed the Solvency II Directive (EC 2009/138/EC) into Irish law). These classes equate to classes 1-3, 5-9 and 11-16 of Part I of Schedule 1 of the RAO, and the permission will take effect prior to the date of the court hearing to approve the transfer, so following authorisation, FRID would have all the necessary authorisations to carry out the General Insurance Business following the transfer. If the transfer is approved, such approval will only be given once FRID is authorised. The explanatory circular It is important that you understand the background to the proposal and you are encouraged to read the whole of this document. This document provides you with information about the application that has been made to the High Court of Justice of England and Wales (the Court) to transfer the General Insurance Business from FUL to FRID, and about the terms of the Scheme. It includes (at Appendix B) a summary of a report prepared by the independent expert, Mr Stewart Mitchell FIA, of Lane Clark & Peacock LLP, who is a Fellow of the Institute and Faculty of Actuaries, (the Independent Expert) and who has been appointed to report on the effect of the proposed transfer of business on policyholders. His appointment has been approved by the PRA and the form of his report has been approved by the PRA (in each case, in consultation with the FCA). If you are happy with the proposed transfer, you do not need to do anything. If the transfer is approved by the Court, all policies covered by the Scheme will automatically transfer to FRID. If you believe that you would be adversely affected by the proposed transfer, please see section 6 for information on what you should do. 2
1 The Transfer The transfer of the General Insurance Business (Transfer) will be effected by a Scheme under Part VII of the Act, which sets out a procedure for transferring portfolios of insurance and reinsurance business from one insurer to another. The Scheme requires the sanction of the Court, and an application for sanction has already been made. Details of the expected hearing date are set out under "Further Information" below. The PRA, FCA and the CBI have been kept informed of the proposals. The Transfer comprises all General Insurance Business (excluding reinsurance) which was written by FUL before and up until the effective date of the Scheme where the risk associated with such policies is located in an EEA state other than the United Kingdom. The General Insurance Business included cover in respect of the following classes of business: (a) (b) (c) (d) (e) Aviation & Aerospace; Credit and Political Risk, Miscellaneous Financial Loss; Nuclear; and Title. You may have a policy or policies written through a broker or other intermediary (for example a Managing General Agent), in which FUL covers all or a portion of the risk. If this was the case, you are encouraged to review the policy documentation you were provided with when you purchased your policy, which should explain whether FUL provided in whole or in part your cover as this may not have been apparent to you when sold. If you are uncertain whether or not your policy is being transferred, who provided the cover, or have mislaid your policy documentation, please contact Fidelis Underwriting Limited at the address and reference given on page 5 of this circular for further assistance. 2 Objectives FUL is part of a group of companies owned by Fidelis Insurance Holdings Limited (FIHL) (the Group) The Group is setting up FRID as an insurer to better take advantage of insurance and reinsurance opportunities from across the EEA and to mitigate the risk of the implications of the UK s withdrawal from the European Union (Brexit) on its existing business. While the outcomes of Brexit negotiations are yet to be decided, the Group decided to assess its contingency plans to ensure continuity of service to the Group s policyholders and continuity of business in the EEA, including multi-jurisdiction business featuring EEA risks. The main risk associated with Brexit in relation to FUL and the General Insurance Business is that FUL, as a UK insurer, may be unable to service its existing EEA risks (including the ability to legally pay valid claims) following Brexit. The Group have formed the view that by establishing an Irish insurer (FRID) and then transferring the General Insurance Business to that Irish insurer via the Scheme, this will allow the Group to continue servicing EEA contracts on a cross-border freedom of services basis, as it currently does prior to Brexit. All of the above steps regarding the authorisation of the Transferee and transfer of the Transferring Business have been carried out in consultation with both the PRA and the FCA. 3
3 Effect of the Scheme A summary of the terms of the Scheme is at Appendix A to this circular. In broad terms, the effect of the Scheme, if sanctioned, is that FUL's rights and obligations under policies forming the General Insurance Business will be transferred without alteration to FRID. Each policyholder's rights and obligations under his/its policy or policies will remain unchanged, but will, following the transfer, be exercisable against or owed to FRID alone. Policyholders' valid claims will continue to be paid although the party liable to make payment will be FRID, rather than FUL. The Financial Services Compensation Scheme The Financial Services Compensation Scheme (FSCS) in the UK provides protection for consumers. It is a statutory fund of last resort that compensates customers in the event of the insolvency of a financial services firm. It is noted that a number of policyholders with direct insurance policies will transfer to FRID (the Transferring Policyholders) and are currently eligible for protection under the FSCS. FUL undertook a review to identify how many policyholders may be eligible for protection under the FSCS and concluded that there are around 43 such policyholders. The Independent Expert has considered the impact on Transferring Policyholders of any loss of access to the FSCS at paragraph 7.4 of his report. The Independent Expert has concluded that the loss of access is unlikely to have a material adverse effect on transferring policyholders as an insolvency scenario required to trigger this protection is very unlikely. However, if you believe you may be affected by loss of access to the FSCS then see section 6 for information on what you should do. Further details on the FSCS (including eligibility criteria) are available online at https://www.fscs.org.uk/. Financial Ombudsman Service The Financial Ombudsman Service (FOS) provides individuals and micro-enterprises with a free, independent service for resolving disputes with financial companies, including insurers who issue or administer policies from within the UK. The Scheme will not affect policyholders' ability to complain to the FOS about acts and omissions occurring prior to the Scheme. Following the Scheme, private individuals and micro enterprises that are currently eligible to complain to the FOS with respect to their policy will continue to be able to complain to the FOS about acts and omissions occurring prior to the Scheme, following FRID s submission to the relevant FOS rules for this period. However, such policyholders will lose access to the FOS for complaints relating to acts or omissions of FRID with respect to their policies occurring following the Scheme. In practice, any such complaints will, however, be able to be heard by the Financial Services and Pensions Ombudsman in Ireland. The objective of this service is to resolve disputes between consumers and providers fairly and impartially in a broadly similar way to the FOS. Further, FRID has undertaken within the Scheme document to comply with the FCA rules (set out in DISP, the Dispute Resolution part of the FCA Handbook) that apply to the handling of complaints brought to the FOS and any award or direction made or given by the FOS, relating to acts or omissions prior to the effective date of the transfer (save where inconsistent with Irish regulatory obligations). The Independent Expert has considered the impact of the loss of access to the FOS at paragraph 7.5 of his report and has concluded that the Transferring Policyholders are not disadvantaged in this respect. Further details on the FOS (including eligibility criteria) are available online at http://www.financial-ombudsman.org.uk/. 4
4 How the Scheme becomes effective In order to become effective, the Scheme must be approved by the Court. The necessary application has already been lodged with the Court and formal notice of the application is at 0 to this circular. If sanctioned, the Scheme is expected to become operative at 23:59 (London time) on 31 December 2018, although there are provisions for the date to be extended, subject to an overall longstop date, after which the Scheme will lapse. Further details are given in the summary at Appendix A. The Court will consider the views of the PRA, FCA and any representations and/or objections of policyholders and/or any other interested parties before deciding whether to approve the Scheme. The Court has a wide discretion as to whether to sanction a transfer, and will consider whether the Transfer will have a material adverse effect on any party before making its decision. The Court will be assisted by the report (Scheme Report) prepared by the Independent Expert pursuant to section 109 of the Act. 5 The Independent Expert The Independent Expert is Mr Stewart Mitchell FIA, of Lane Clark & Peacock LLP. Mr Mitchell is a Fellow of the Institute and Faculty of Actuaries with 30 years experience in the general insurance industry in the UK, who is independent of the parties to the Transfer. The appointment of the Independent Expert has been approved by the PRA (in consultation with the FCA). The form of the Scheme Report has also been approved by the PRA (in consultation with the FCA). The Scheme Report considers the effect of the Scheme on policyholders and on the security of policyholders' contractual rights. In making the Scheme Report, the Independent Expert owes a duty to the Court, rather than to the parties appointing him. A summary of the Scheme Report is set out at Error! Reference source not found. to this circular. As will be seen from the summary, the Independent Expert has concluded that in his opinion the Scheme: (a) (b) (c) does not give rise to any material adverse impact on the reasonable expectations of any of the groups of policyholders affected by the Transfer; does not give rise to any material adverse impact on the security of any of the groups of policyholders' contractual rights; and does not give rise to any material adverse impact on the service level experienced by any of the groups of policyholders affected by the Transfer. A copy of the Scheme Report may be downloaded from the website www.fidelisinsurance.com/ptvii-transfer/ or obtained free of charge by contacting Fidelis Underwriting Limited in writing at the address and reference given below or by telephone on 0203 846 6087. The Independent Expert will submit a supplemental report shortly before the sanction hearing, explaining whether there have been any relevant developments during the period since the Scheme Report, and if so, whether they affect his conclusions. The supplemental report will be made available on the website: www.fidelisinsurance.com/ptvii-transfer/ or 5
obtained free of charge by contacting Fidelis Underwriting Limited in writing at the address and reference given below or by telephone on 0203 846 6087. 6 Next Steps If you have an objection to or believe you might be adversely affected by the Transfer you can: (i) (ii) (iii) appear at the hearing and make representations in person; instruct a barrister or solicitor advocate to appear at the hearing and make representations on your behalf; or make representations in writing. If you intend to appear at the hearing in person, or to instruct a barrister or solicitor advocate to appear on your behalf, you are requested to give notice of your intention to do so in writing, setting out the reasons why you believe you may be adversely affected, however you are not obliged to do so. You are requested to send such notice, or if you are not intending to appear in person or by your legal representative, any written representations that you may have, to the postal or e- mail address detailed below in section 8 or to Willkie Farr & Gallagher (UK) LLP, CityPoint, 1 Ropemaker Street, London, EC2Y 9AW (Ref: AT/SM/123613.00015) as soon as possible - and preferably before 2 November 2018 - this will allow us to keep you informed of any changes to the hearing date, and where possible address any concerns raised. Any representation or a summary of representations received will be provided to the Court, the Independent Expert and the PRA and FCA prior to the Court hearing, for their consideration. If you make your objection in writing, this will be included in the information supplied to the Court. Notifying us of your objections in advance of the Court hearing does not affect your right to attend and make your objections at the Court hearing itself, which you are still able to do. 7 The Sanction Hearing The application to sanction the Scheme will be heard at the High Court, 7 Rolls Building, Fetter Lane, London, EC4A 1NL, United Kingdom. It is expected to take place on 14 December 2018. 8 Further Information Further copies of this circular and a copy of the Scheme Report can be found through our website www.fidelisinsurance.com/ptvii-transfer/. If you have any questions or require any information or assistance in relation to the Transfer, you can contact Fidelis Underwriting Limited using the following address and reference: The Leadenhall Building 122 Leadenhall St London EC3V 4AB (Ref: Phil Thompson) Email: PTVII-Transfer@fidelisinsurance.com Telephone: 0203 846 6087 6
Appendix A Scheme Summary This summary sets out the principal provisions of the Scheme. Unless otherwise defined in this summary, capitalised terms used in this summary have the meanings given to them in the main body of the circular of which this summary forms part. The Scheme is intended to become operative at 23:59 (London time) on 31 December 2018, unless the directors of FUL and FRID have earlier resolved on a later date (the Effective Date). The Scheme contains provision for FUL and FRID to apply to Court to extend the longstop date. If the Scheme does not take effect on or before 1 March 2019 (or any later date approved by the Court), it will lapse. It is intended that on and with effect from the Effective Date, the General Insurance Business and all the estate and interest of FUL in the General Insurance Business shall be transferred to FRID without any further act or instrument (other than the Court order sanctioning the Scheme), subject to the terms of the Transfer. There will be no changes to the terms and conditions of the policies transferring under the Scheme. The Scheme imposes an obligation on FUL to account to FRID for all benefits which may be received by it in respect of the General Insurance Business from the Effective Date. The Scheme provides that any legal or other proceedings for the resolution of a dispute or claim (including any complaint or claim to any ombudsmen) pending at the Effective Date by or against FUL in relation to the General Insurance Business will from the Effective Date be commenced and/or continued by, against or in relation to FRID. The Scheme further provides that FUL and FRID may agree on behalf of all persons concerned to any modification of or addition to the Scheme or any further condition or provision in the Scheme which the Court may approve or impose, whether before or after the Effective Date provided that any modification to the substance of the Scheme may only be made with the consent of the PRA and/or the FCA, as applicable. 7
Appendix B 8
Summary Report of the Independent Expert on the proposed transfer of insurance business from Fidelis Underwriting Limited to Fidelis Risk Ireland DAC in accordance with Part VII of the Financial Services and Markets Act 2000 31 August 2018 Prepared by: Stewart Mitchell FIA LCP
Fidelis Underwriting Limited Transfer of insurance business in preparation for Brexit Summary of the Independent Expert s Scheme Report 1. The Proposed Transfer Fidelis Underwriting Limited (FUL) currently operates across the European Economic Area (EEA) utilising the EEA s Freedom of Services (FofS) and Freedom of Establishment (FofE) arrangements. In the event of a so called Hard Brexit where FUL no longer has FofS or FofE rights, FUL may not legally be able to carry on the non-uk EEA business. For example, FUL would not be able to issue new insurance policies across the EEA, and might not legally be able to pay valid claims to existing non-uk EEA policyholders. To provide certainty that the Fidelis Group can continue to carry on EEA business post-brexit with minimum disruption, FUL is proposing to transfer the relevant EEA business from FUL into Fidelis Risk Ireland DAC (FRID), a newly established Irish insurance company within the group of companies owned by FUL s ultimate parent company, Fidelis Insurance Holdings Limited (FIHL). 2. My role as Independent Expert In order to proceed, the Proposed Transfer will need to be approved by the High Court of Justice of England and Wales (the Court). To assess the Proposed Transfer, the Court requires a Scheme Report to be prepared by a suitably qualified independent person, the Independent Expert (IE). FUL and FRID have jointly appointed me to act as the IE for this Proposed Transfer. The Prudential Regulation Authority (PRA), in consultation with the Financial Conduct Authority (FCA), has approved my appointment. The PRA and FCA are the UK regulators for insurance companies. 3. Summary of my conclusions To assess the Proposed Transfer, I have considered it from three perspectives: 1. Non-transferring policyholders, who will remain with FUL after the Proposed Transfer: I have concluded that the security provided to non-transferring policyholders will not be materially adversely affected by the Proposed Transfer. No material impact on service standards is expected for non-transferring policyholders following the Proposed Transfer. 2. Transferring policyholders, who will transfer from FUL to FRID as a result of the Proposed Transfer: I have concluded that it is very unlikely that the security provided to transferring policyholders will be materially adversely affected by the Proposed Transfer. No material impact on service standards is expected for transferring policyholders following the Proposed Transfer. 3. Reinsurers whose contracts with FUL are transferring to FRID: I have concluded that reinsurers of FUL who provide cover for the transferring business will not be materially affected by the Proposed Transfer. I have outlined the main reasons for me reaching the above conclusions later in this Summary Report. 4. About the Independent Expert I am a Fellow of the Institute and Faculty of Actuaries (IFoA) and a Partner in the Insurance Consulting practice at LCP. I have 30 years experience in general insurance covering all areas of general insurance actuarial work. As IE, my role is to assess whether the Proposed Transfer will materially adversely affect: The security provided to policyholders. Service standards experienced by policyholders. Any reinsurer of FUL covering the transferring business. 2
Summary of the IE s Scheme Report Proposed transfer of insurance business from FUL to FRID 31 August 2018 5. The IE s Scheme Report This is a summary of the IE s full Scheme Report, Scheme Report of the Independent Expert on the proposed transfer of insurance business from Fidelis Underwriting Limited to Fidelis Risk Ireland DAC in accordance with Part VII of the Financial Services and Markets Act 2000. A copy of the full Scheme Report is available for download free of charge from the website of FUL or by contacting FUL. I will also prepare a Supplementary Report before the Court considers its final approval of the Proposed Transfer at the Sanctions Hearing. The purpose of the Supplementary Report is to confirm and/or update my conclusions on the Proposed Transfer, based on any new material or issues that arise. 6. Non-transferring policyholders The main reasons supporting my conclusions for nontransferring policyholders set out above are as follows: The non-transferring policyholders are expected to represent c. 83% of FUL s business based on booked provisions and 96% based on number of policyholders. This means that the majority of policyholders will not be transferring and the risk profile of FUL will not be materially affected by the Proposed Transfer. FUL is not planning any material changes to how the nontransferring business is carried out. In particular, following the Proposed Transfer: There are no plans to change how policyholders are serviced. FUL has no plans to change the approaches for providing policyholder security. Therefore, I have concluded that the security provided to non-transferring policyholders will not be materially adversely affected by the Proposed Transfer. No material impact on service standards is expected for non-transferring policyholders following the Proposed Transfer. 7. Transferring policyholders The main reasons supporting my conclusions for transferring policyholders set out above are as follows: The transferring policyholders will remain within Fidelis Group, and FRID will be subject to the same group-wide policies as FUL. FUL is planning to minimise any changes as to how the transferring business is carried out, to avoid disruption to the operating model or its customers. For example, FRID is not planning any changes to how transferring policyholders are serviced following the Proposed Transfer, other than as requested by the Central Bank of Ireland (FRID s regulator). Policyholder security for the transferring policyholders is to be provided through a combination of assets held within FRID itself and security provided by Fidelis Insurance Bermuda Limited (FIBL), another insurer within the Fidelis Group. The security provided by FIBL will be a significant quota share arrangement (covering 85% of FRID s business) which will be collateralised to help protect FRID policyholders in the event of FIBL becoming insolvent. FUL also benefits and FRID will benefit from parental guarantees provided by FIHL, the ultimate parent company. A number of the transferring policyholders currently have access to the Financial Services Compensation Scheme (FSCS) in the UK, and will lose this access as a result of the Proposed Transfer. I have concluded that the quota share reinsurance and parental guarantee provided to FRID mean it is very unlikely policyholders will be materially adversely affected by the loss of access to the FSCS. The above considerations relate to the security provided to transferring policyholders following the Proposed Transfer. If the Proposed Transfer does not proceed then, under a Hard Brexit scenario, FUL might not legally be able to pay any claims to existing EEA policyholders, unless arrangements are agreed as part of the UK Government s Brexit negotiations with the European Union. In summary, based on the above considerations, I have concluded that it is very unlikely the security provided to transferring policyholders will be materially adversely affected by the Proposed Transfer. No material impact on service standards is expected for transferring policyholders following the Proposed Transfer. 3
Summary of the IE s Scheme Report Proposed transfer of insurance business from FUL to FRID 31 August 2018 8. Reinsurers The main reasons supporting my conclusions for reinsurers set out above are as follows: The main reinsurance policy currently protecting the transferring policyholders is the 50% intra-group quota share reinsurance provided by FIBL to FUL, which also protects non-transferring policyholders. The protection provided to the transferring policyholders from this reinsurance will transfer to FRID. 9. Further information and next steps Further details on my conclusions, and other supporting information, are set out in my full Scheme Report. I will be reviewing these conclusions and preparing a Supplementary Report before the Court considers its final approval of the Proposed Transfer at the Sanctions Hearing. The purpose of the Supplementary Report is to confirm and/or update my conclusions based on any new material or issues that arise. There are also two reinsurance policies purchased by FUL from reinsurers external to the Fidelis Group that will be transferring. Exposure to claims faced by FUL s reinsurers will not change following the Proposed Transfer and the reinsurers will continue to be required to pay out claims in respect of the same events as before the Proposed Transfer. I have, therefore, concluded that reinsurers of FUL will not be materially affected by the Proposed Transfer. Stewart Mitchell Fellow of the Institute and Faculty of Actuaries 31 August 2018 Use of this Summary Report This Summary Report has been produced by Stewart Mitchell FIA of Lane Clark & Peacock LLP under the terms of our written agreement with Fidelis Underwriting Limited. It is subject to any stated limitations (eg regarding accuracy or completeness). This Summary Report has been prepared for the purpose of summarising the full Scheme Report accompanying the application to the Court in respect of the proposed insurance business transfer scheme described in that report, in accordance with Section 109 of the Financial Services and Markets Act 2000. The Scheme Report and this Summary Report are not suitable for any other purpose. A copy of both this Summary Report and the Scheme Report will be sent to the Prudential Regulation Authority and the Financial Conduct Authority, and the full Scheme Report will accompany the Scheme application to the Court. This report is only appropriate for the purpose described above and should not be used for anything else. No liability is accepted or assumed for any use of the Summary Report or Scheme Report for any other purpose other than that set out above. This Summary Report has been prepared under the same scope and limitations set out in the full Scheme Report. In the event of any real or perceived conflict between this Summary Report and the full Scheme Report, the Scheme Report shall prevail. 4
At LCP, our experts provide clear, concise advice focused on your needs. We use innovative technology to give you real time insight & control. Our experts work in pensions, investment, insurance, energy and employee benefits. Lane Clark & Peacock LLP London, UK Tel: +44 (0)20 7439 2266 enquiries@lcp.uk.com Lane Clark & Peacock LLP Winchester, UK Tel: +44 (0)1962 870060 enquiries@lcp.uk.com Lane Clark & Peacock Ireland Limited Dublin, Ireland Tel: +353 (0)1 614 43 93 enquiries@lcpireland.com Lane Clark & Peacock Netherlands B.V. (operating under licence) Utrecht, Netherlands Tel: +31 (0)30 256 76 30 info@lcpnl.com All rights to this document are reserved to Lane Clark & Peacock LLP ( LCP ). This document may be reproduced in whole or in part, provided prominent acknowledgement of the source is given. We accept no liability to anyone to whom this document has been provided (with or without our consent). Lane Clark & Peacock LLP is a limited liability partnership registered in England and Wales with registered number OC301436. LCP is a registered trademark in the UK (Regd. TM No 2315442) and in the EU (Regd. TM No 002935583). All partners are members of Lane Clark & Peacock LLP. A list of members names is available for inspection at 95 Wigmore Street, London W1U 1DQ, the firm s principal place of business and registered office. The firm is regulated by the Institute and Faculty of Actuaries in respect of a range of investment business activities. The firm is not authorised under the Financial Services and Markets Act 2000 but we are able in certain circumstances to offer a limited range of investment services to clients because we are licensed by the Institute and Faculty of Actuaries. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide. Lane Clark & Peacock LLP 2018
Legal Notice IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (ChD) IN THE MATTER OF FIDELIS UNDERWRITING LIMITED AND IN THE MATTER OF FIDELIS RISK IRELAND DAC AND IN THE MATTER OF No. CR-2018-006087 PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 TRANSFER OF INSURANCE BUSINESS NOTICE IS HEREBY GIVEN that, by application issued on 31 August 2018, Fidelis Underwriting Limited (FUL) and Fidelis Risk Ireland DAC (FRID) applied to the High Court of Justice of England and Wales for, amongst other things, an order under Section 111(1) of the Financial Services & Markets Act 2000 (the Act) sanctioning an insurance business transfer scheme (the Scheme) providing for the transfer of FUL's general insurance business to FRID and for an order making provision under Section 112 of the Act. The business included in the proposed transfer (the Transferring Business) comprises all direct general insurance business (excluding reinsurance) which was written by FUL before and up until the effective date of the Scheme where the risk associated with such policies is located in an EEA state other than the United Kingdom. If you are in any doubt as to whether your insurance policy is included in the proposed transfer please contact Fidelis Underwriting Limited, at the address and reference set out below. Copies of a report on the terms of the Scheme prepared by an independent expert in accordance with section 109 of the Act (the Scheme Report) and copies of a statement setting out the terms of the Scheme and containing a summary of the Scheme Report may be downloaded from the website www.fidelisinsurance.com/ptvii-transfer/. Alternatively, these documents may be obtained, free of charge, by telephoning 0203 846 6087, or by emailing PTVII-Transfer@fidelisinsurance.com, or by writing to Fidelis Underwriting Limited at The Leadenhall Building, 122 Leadenhall St, London EC3V 4AB (ref: Phil Thompson). Anyone who has questions regarding the proposed transfer or who requires any further information regarding the transfer may also contact Fidelis Underwriting Limited at the above telephone number or address. The application will be heard on 14 December 2018 before a Judge at 7 Rolls Building, Fetter Lane, London, EC4A 1NL, United Kingdom. Any person who alleges that he or she would be adversely affected by the carrying out of the Scheme is entitled to: (i) appear at the hearing and make representations in person; 14
(ii) (iii) instruct a barrister or solicitor advocate to appear at the hearing and make representations on his/her behalf; or make representations in writing. If you intend to appear at the hearing in person, or to instruct a barrister or solicitor advocate to appear on your behalf, you are requested to give notice of your intention to do so in writing, setting out the reasons why you believe you may be adversely affected. You are requested to send such notice, or if you are not intending to appear in person or by your legal representative, any written representations that you may have, to Fidelis Underwriting Limited at the above address or to Willkie Farr & Gallagher (UK) LLP, CityPoint, 1 Ropemaker Street, London, EC2Y 9AW (Ref: AT/SM/123613.00015) as soon as possible and preferably before 2 November 2018. If the Scheme is sanctioned by the Court, it will result in the transfer of the Transferring Business from FUL to FRID notwithstanding any restriction or right that might otherwise apply in relation to such transfer. Any such restriction or right will only be enforceable to the extent the order of the Court makes provision to that effect. Willkie Farr & Gallagher (UK) LLP, CityPoint, 1 Ropemaker Street, London, EC2Y 9AW. Solicitors to FUL and FRID (Ref: AT/SM/123613.00015). 15