First Previous (PART II. Assurance Licences.) Next (PART IV. Winding up and Inspection of Insolvent Assurance Companies.)

45 1936

INSURANCE ACT, 1936

PART III.

Amalgamation and Transfer of Certain Assurance Businesses.

Submission to Minister of scheme for amalgamation of assurance companies.

28. —(1) Any two or more Saorstát Eireann companies which, on the 31st day of October, 1935, carried on in Saorstát Eireann life assurance business or industrial assurance business or both such businesses (in this Part of this Act referred to as promoting companies) may, notwithstanding anything contained in the articles and memorandum of association of such companies whether such companies do or do not carry on any other class of assurance business, submit to the Minister at any time before the appointed day a scheme in writing for the amalgamation into one company (in this Part of this Act and in the First Schedule to this Act referred to as the amalgamated company) of such promoting companies so far as respects the life assurance business (if any) and the industrial assurance business (if any) carried on by each of them respectively, and the transfer to some other Saorstát Eireann company or companies (in this Part of this Act referred to as the transferee companies) of the several other (if any) classes of assurance business carried on by such promoting companies respectively.

(2) Every scheme submitted to the Minister under this section shall—

(a) contain particulars of the arrangements between the companies concerned for the amalgamation and the transfer (if any) to which such scheme relates,

(b) be accompanied by copies of the deeds, contracts, and other documents embodying the said arrangements,

(c) contain all such provisions as are necessary for carrying out the said amalgamation and the said transfer, if any,

(d) be accompanied by reports made and certified by actuaries on behalf of each of the promoting companies in relation to the businesses of such company to be amalgamated in pursuance of such scheme,

(e) be accompanied by a report made and certified by an independent actuary agreed upon by all the promoting companies in relation to the several businesses to be included in such amalgamation,

(f) contain, in relation to the amalgamated company to be formed in pursuance of such scheme, provisions conforming to the conditions set out in the First Schedule to this Act.

(3) The Minister may by order appoint a day to be the appointed day for the purposes of this section, and the expression “the appointed day” in this section means the day so appointed.

Investigation of amalgamation scheme by the Minister.

29. —(1) When a scheme has been submitted to the Minister under this Part of this Act, the Minister may submit such scheme to some person nominated by him for investigation and report.

(2) When a scheme has been submitted to the Minister under this Part of this Act, a promoting company shall, when required by the Minister so to do, furnish to the Minister all such information, particulars and documents in relation to such promoting company as the Minister may require.

(3) If any promoting company fails to furnish any information, particulars or documents which such company is required by the Minister under the next preceding sub-section of this section to furnish, the Minister may, on the ground of such failure and without prejudice to his absolute discretion to refuse to approve of the scheme in relation to which the company so failing is one of the promoting companies, refuse to approve of such scheme.

(4) When a scheme has been submitted to the Minister under this Part of this Act, the Minister may require the promoting companies to amend such scheme in any specified manner or particular, and if the promoting companies fail or refuse to amend such scheme accordingly, the Minister may (without prejudice to his absolute discretion to refuse to approve of such scheme) refuse to approve of such scheme.

(5) All expenses incurred by the Minister under this section shall to such extent as shall be determined by the Minister with the consent of the Minister for Finance be defrayed by the promoting companies in such proportions as the Minister shall, in each particular case, direct, and the amount of such expenses so apportioned to any such company may be recovered by the Minister from such company as a civil debt in any court of competent jurisdiction.

Approval of scheme by the Minister.

30. —Whenever a scheme has been submitted to the Minister under this Part of this Act, the Minister may in his absolute discretion approve or refuse to approve of such scheme either before or after the same has been amended in accordance with a requisition made in that behalf by the Minister.

Confirmation and sanction of amalgamation scheme by the High Court.

31. —(1) When the Minister has approved (either with or without amendment) of a scheme submitted to him under this Part of this Act, the promoting companies or the Minister may apply to the High Court for confirmation and sanction of such scheme.

(2) Before making an application to the High Court under this section for the confirmation and sanction of a scheme, the promoting companies or the Minister (as the case may be) shall—

(a) cause notice of the approval of the scheme by the Minister and of the intention of the promoting companies or the Minister (as the case may be) to apply to the High Court for confirmation and sanction of such scheme to be published at least once in Iris Oifigiúil, and

(b) for at least fifteen days before making such application keep at the office of each of the promoting companies or the office of the Minister (as the case may require) copies of the agreements, deeds, and other arrangements which form the basis of such scheme, and permit policy holders and shareholders in any of the promoting companies to inspect such copies free of charge, and

(c) unless the High Court otherwise directs, give notice of such scheme by advertisement once in Iris Oifigiúil and once in each of two daily newspapers published in Saorstát Eireann and every such advertisement shall contain the following particulars, that is to say:—

(i) a statement of the nature of the proposed amalgamation and the proposed transfer, if any, and

(ii) a summary of the material facts contained in the agreements, deeds, or other arrangements which form the basis of such scheme, and

(iii) the place where and the times at which any report furnished to the Minister with such scheme may be inspected.

(3) On the hearing of an application under this section for the confirmation and sanction of a scheme the High Court, after hearing the promoting companies and the Minister and such other persons as it considers entitled to be heard, may, if it so thinks fit, confirm and sanction such scheme either unconditionally or with such modifications as it may think fit to make therein, and may, whether it does or does not confirm and sanction such scheme, make such order as to the costs of such application and the parties by whom such costs are to be borne as shall appear to the said Court to be just and equitable having regard to all the circumstances.

Effect of confirmation and sanction of amalgamation scheme.

32. —(1) Whenever the High Court confirms and sanctions a scheme under this Part of this Act, such confirmation and sanction shall, notwithstanding anything in the memorandum of association of any of the promoting companies concerned in such scheme, be effectual to bind all shareholders and policy holders in and all creditors and debtors of every such promoting company.

(2) Whenever the High Court confirms and sanctions a scheme under this Part of this Act, such one as the High Court shall direct of the promoting companies concerned in such scheme shall, within twenty-one days after such confirmation and sanction, deliver to the Minister and to the Registrar of Companies a copy of such scheme as confirmed and sanctioned by the High Court and also a certified copy of the order of the High Court confirming and sanctioning such scheme, and if such promoting company fails so to do every director of such promoting company shall be guilty of an offence under this section and shall be liable on summary conviction thereof to a fine not exceeding fifty pounds, together with in the case of a continuing offence a further fine not exceeding one pound for every day during which such offence continues.

Rights of amalgamated company for purposes of Part II.

33. —Whenever any promoting companies have under this Part of this Act become an amalgamated company and all or any of such promoting companies on the 31st day of October, 1935, carried on life assurance business or industrial assurance business or both such businesses, such amalgamated company shall for the purposes of Part II of this Act be deemed to be a Saorstát Eireann company which on the said date carried on (as the case may require) either or both of such businesses.

Restriction on application of section 13 of the Act of 1909.

34. —Section 13 of the Act of 1909 shall not apply to any scheme submitted to the Minister under this Part of this Act but, if the Minister refuses to approve of a scheme under this Part of this Act, such non-application shall not affect or prejudice the right of any two or more Saorstát Eireann companies which carry on life assurance business or industrial assurance business or both such businesses (whether they do or do not carry on any other assurance business) to amalgamate or transfer any assurance business under the said section 13.

Restriction on issue of share capital by an amalgamated company.

35. —No issue of the share capital of any amalgamated company shall while the Minister for Finance holds any shares of such company be made without the consent of the Minister for Finance given after consultation with the Minister.

Underwriting of and subscription for shares of amalgamated companies by Minister for Finance.

36. —(1) Subject to the provisions of this section, the Minister for Finance may—

(a) subject to such conditions as he may think fit, agree with any amalgamated company that, if any shares in such company about to be offered to the public for subscription are not, within a specified time, taken up by the public, he will take up and pay for such shares or some specified proportion thereof, and

(b) from time to time acquire by subscription any shares (of any class or description) of an amalgamated company.

(2).—The aggregate amount of all shares taken up or acquired by the Minister under this section shall not exceed five hundred thousand pounds in nominal value.

Issue of moneys from the Central Fund.

37. —(1) All moneys from time to time required to meet payments to be made by the Minister for Finance to any amalgamated company in respect of any shares taken up or acquired by him under this Act shall be advanced out of the Central Fund or the growing produce thereof.

(2). For the purpose of providing money for the sums advanced out of the Central Fund or the growing produce thereof under this section the Minister for Finance may borrow money and for the purpose of such borrowing the said Minister may create and issue securities bearing such rate of interest, and subject to such conditions as to repayment, redemption or otherwise as he shall think fit.

(3) The principal of and interest on any securities issued under this section and the expenses incurred in connection with the issue of such securities shall be charged on the Central Fund or the growing produce thereof.

(4) Any money raised by securities issued under this section shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available.

Disposal of dividends, etc., received by the Minister for Finance.

38. —All dividends, bonus, and other moneys received by the Minister for Finance in respect of shares of an amalgamated company held by him shall be paid into or disposed of for the benefit of the Exchequer in such manner as the said Minister may direct.

Exercise by the Minister for Finance of powers of shareholder.

39. —The Minister for Finance may, so long as he holds any of the shares of an amalgamated company, exercise all or any of the rights and powers from time to time exercisable by the holder of such shares and, where such rights or powers are exercisable by attorney, the said Minister may, if he so thinks proper, exercise such rights or powers by his attorney.

Power of Minister for Finance to hold and sell shares.

40. —(1) The Minister for Finance may hold, for so long as he thinks fit, the shares of an amalgamated company acquired or taken up by him under this Act and may, as and when he thinks fit, sell all or any of such shares.

(2) The net proceeds of every sale by the Minister for Finance of shares of an amalgamated company held by him shall be paid into or disposed of for the benefit of the Exchequer in such manner as the said Minister may direct.

Consultation by Minister for Finance with Minister.

41. —The Minister for Finance shall, before exercising any power conferred on him by the articles of association of an amalgamated company in relation to the nomination of directors of such company, consult with the Minister.

Alteration of memorandum and articles of association of amalgamated company.

42. —Notwithstanding anything contained in the Companies Acts, 1908 to 1924, no alteration in the memorandum of association or the articles of association of an amalgamated company which is, while the Minister for Finance holds any shares of such company, made without the previous approval of the Minister for Finance after consultation by him with the Minister, shall be valid and effective.

Obligation of amalgamated company to furnish balance sheets, etc.

43. —(1) Every amalgamated company shall within six months after the end of every accounting year of such company furnish to the Minister and to the Minister for Finance in respect of such accounting year the following documents, audited by the auditor of such company and drawn up in such manner as shall be approved by the Minister for Finance after consultation with the Minister, that is to say, a balance sheet and a profit and loss account, and also a separate revenue account in respect of each class of assurance business carried on by such company.

(2) Every amalgamated company shall on demand by the Minister or by the Minister for Finance furnish to the Minister making such demand such explanations as such Minister shall think proper to require in respect of any balance sheet, profit and loss account or revenue account furnished to him pursuant to this section.

(3) A copy of every balance sheet, profit and loss account and revenue account furnished to the Minister for Finance pursuant to this section shall be laid by the said Minister before Dáil Eireann within one month after such balance sheet, profit and loss account or revenue account (as the case may be) are so furnished to him.

(4) If an amalgamated company makes default in complying with any of the provisions of this section, such company and every director, manager, and other officer of such company, who knowingly and wilfully authorised or permitted such default, shall be guilty of an offence under this section and shall be liable on summary conviction thereof to a fine not exceeding five pounds for every day during which the default continues.

(5) The balance sheet, profit and loss account and revenue account which every amalgamated company is required by this section to furnish shall be in addition to and not in substitution for any other balance sheet, profit and loss account or revenue account which such company may for the time being be required by law to prepare and furnish.