Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011

  • expired
  • Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011: expired, on 1 January 2012, by clause 3.

Reprint
as at 1 January 2012

Coat of Arms of New Zealand

Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011

(SR 2011/115)

  • Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011: expired, on 1 January 2012, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Securities Commission.


Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).

Notice

1  Title
  • This notice is the Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011.

2  Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3  Expiry
  • This notice expires on the close of 31 December 2011.

4  Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Securities Act 1978

    actuary means a person who is—

    • (a) a Fellow of The New Zealand Society of Actuaries Incorporated; or

    • (b) a Fellow of The Institute of Actuaries of Australia

    Colonial means The Colonial Mutual Life Assurance Society Limited, a company incorporated in Australia

    policyholder means a holder of specified securities

    Regulations means the Securities Regulations 2009

    Sovereign means Sovereign Assurance Company Limited

    specified securities means the life insurance policies issued or entered into by the New Zealand branch of Colonial that are transferred from Colonial to Sovereign under the transaction

    transaction means the transfer of the New Zealand insurance business of Colonial to Sovereign that is the subject of a request for approval under section 243 of the Insurance (Prudential Supervision) Act 2010

    transaction information means the bundle of documents sent to the policyholders in relation to the transaction, and includes—

    • (a) a covering letter from Colonial; and

    • (b) an explanatory statement that explains the transaction (including an explanation of the effect of section 53 of the Insurance (Prudential Supervision) Act 2010); and

    • (c) a summary of the report by actuaries engaged by Colonial and Sovereign for the purposes of the transaction.

    (2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

5  Exemption from sections 37, 37A, and 38A of Act and Regulations (except regulation 23)
6  Conditions of exemptions in clause 5
  • (1) The exemptions in clause 5 are subject to the conditions that—

    • (a) the allotment of the specified securities occurs as a result of those securities being transferred under the transaction; and

    • (b) the transaction is approved by the Reserve Bank of New Zealand under section 243 of the Insurance (Prudential Supervision) Act 2010 before the transaction occurs (the approval); and

    • (c) Colonial and Sovereign comply with all of the conditions of the approval; and

    • (d) the transaction information is sent to the policyholders before the date on which the approval is given; and

    • (e) the transaction information includes statements to the following effect:

      • (i) the terms and conditions of the specified securities remain the same except that, when the transaction occurs, the issuer of the specified securities will change to Sovereign; and

      • (ii) a copy of Sovereign's most recent financial statements are registered with the Companies Office and are available by making a request to Sovereign (without fee); and

      • (iii) a copy of Sovereign's prospectus that was registered on 20 December 2010 (the prospectus) is registered with the Companies Office and is available by making a request to Sovereign (without fee); and

    • (f) the transaction information includes a copy of a certificate that satisfies the requirements specified in subclause (2); and

    • (g) if a request referred to in paragraph (e)(ii) or (iii) is made by a policyholder, Sovereign must send the relevant document to the policyholder within 5 working days after receiving the request; and

    • (h) the transaction information includes a summary by an independent actuary of his or her report on the transaction and his or her opinion on whether the rights and interests of policyholders will be adversely affected in any material manner as a result of the transaction.

    (2) The certificate for the purposes of subclause (1)(f) must—

    • (a) be signed on behalf of all the directors of Sovereign by at least 2 directors of Sovereign; and

    • (b) state that, in the opinion of all the directors of Sovereign after due enquiry by them,—

      • (i) the financial position shown in the statement of financial position referred to in the prospectus has not materially and adversely changed during the period from the date of that statement of financial position to the date of the certificate; and

      • (ii) the information relating to Sovereign's business activities and financial position contained in the prospectus is not, at the date of the certificate, false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

    • (c) be dated no earlier than 5 working days before the date on which the transaction information is sent to the policyholders.

Dated at Wellington this 20th day of April 2011.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

D W Mayhew,
Member.


Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 December 2011, applies to life insurance policies (the securities) issued or entered into by the New Zealand branch of The Colonial Mutual Life Assurance Society Limited (Colonial) that are to be transferred to Sovereign Assurance Company Limited (Sovereign). The transfer (the transaction) is the subject of a request for approval by the Reserve Bank of New Zealand (the Bank) under section 243 of the Insurance (Prudential Supervision) Act 2010.

Sovereign is exempted, subject to conditions, from sections 37, 37A, and 38A of the Securities Act 1978 and the Securities Regulations 2009 (except regulation 23) in respect of the securities.

The Securities Commission considers that it is appropriate to grant the exemptions because—

  • the transaction is subject to the approval of the Bank under section 243 of the Insurance (Prudential Supervision) Act 2010. Under that Act, the Bank must, when considering an approval request, have regard to the interests of policyholders and the transferee’s ability to meet certain prudential requirements imposed by or under that Act:

  • the transaction will not affect the terms and conditions of the policies other than to replace Colonial, as issuer, with Sovereign:

  • the securities consist of historical policies issued over a long period that are no longer on offer and in respect of which policyholders would already hold information regarding terms and conditions of the policies. The conditions of this notice require that policyholders are informed that the terms and conditions of the policies remain unchanged except in relation to the issuer:

  • the conditions of this notice ensure that policyholders have access to or are able, upon request, to receive a copy of Sovereign’s prospectus that is currently registered and which includes up-to-date information regarding Sovereign’s business activities and financial circumstances. Those conditions also ensure that policyholders are provided with a summary of the independent actuary’s report on the transaction and the independent actuary’s opinion on whether the rights and interests of policyholders will be adversely affected in any material manner as a result of the transaction:

  • identifying and redisclosing terms of the historical policies in the form of a current prospectus and investment statement is unlikely to be cost-effective in the circumstances of the transaction.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 28 April 2011.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011. The reprint incorporates all the amendments to the notice as at 1 January 2012, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Securities Act (Sovereign Assurance Company Limited) Exemption Notice 2011 (SR 2011/115): clause 3