Transfer of long-term business

(1) Where it is proposed to carry out a scheme under which the whole or part of the long-term business carried on by a registered insurer (“the transferor”) is to be transferred to another registered insurer (“the transferee”), the transferor or transferee may apply to the Court by petition, for an order sanctioning the scheme. (2) The Court shall not determine an application under this section unless the petition is accompanied by a report on the terms of the scheme by an independent actuary (not being an employee of, nor actuary to, either registered insurer) and the Court is satisfied that the requirements of sub-section (3) have been complied with or that in the circumstances compliance is unnecessary. (3) The requirements referred to in sub-section (2) are– (a) that a notice has been published in such two newspapers circulating in Belize as the Supervisor shall approve stating that the application has been made and giving the address of the offices at which, and the period for which, copies of the documents mentioned in paragraph (d) shall be available as required by that paragraph; (b) except where the Court has otherwise directed, that the statement– (i) setting out the terms of the scheme; and (ii) containing a sufficiently detailed summary of the report mentioned in sub-section (2) necessary to indicate the opinion of the actuary on the likely 25 effects of the scheme on the long-term policy holders of the registered insurers concerned, has been sent to each of those policy holders and to every member of those registered insurers; (c) that a copy of the petition and of the report mentioned in sub-section (2) and of any statement sent out under paragraph (b) has been served on the Supervisor and that a period of not less than three weeks has elapsed since the date of such service; and (d) that copies of the petition and of the report mentioned in sub-section (2) have been open to inspection at the office in Belize of the concerned or their representatives for a period of not less than three weeks beginning with the date of the publication of a notice in accordance with paragraph (a). (4) Each of the registered insurers concerned shall furnish a copy of the petition and of the report mentioned in sub-section (2) to any person who asks for one at any time before an order sanctioning the scheme is made on the petition. (5) On any petition under this section– (a) the Supervisor; and (b) any person (including any employee of the transferor or the transferee) who alleges that he would be adversely affected by the carrying out of the scheme, shall be entitled to be heard. 26 (6) The Court shall not make an order sanctioning the scheme unless it is satisfied that the transferee is, or, immediately after the making of the order will be, authorised to carry on any long-term business to be transferred under the scheme. (7) No such transfer as is mentioned in sub-section (1) shall be carried out unless the scheme relating to the transfer has been sanctioned by the Court in accordance with this section and no order shall be made under the Companies Act or the International Business Companies Act, in respect of so much of any compromise or arrangement as involves any such transfer. CAP. 250. CAP. 270. (8) Where the Court makes an order under this section sanctioning a scheme the Court may, either by that order or by any subsequent order, make provision for all or any of the following matters– (a) the transfer to the transferee of the whole or any part of the undertaking and of the property or liabilities of the transferor; (b) the allotting or appropriation by the transferee of any shares, debentures, policies or other like interests in the transferee which under the scheme are to be allotted or appropriated by the transferee to or for any person; (c) the continuation by or against the transferee of any legal proceedings pending by or against the transferor; (d) the dissolution, without winding-up, of the transferor, (e) such incidental, consequential and supplementary matters as are necessary to secure that the scheme shall be fully and effectively carried out. 27 (9) Where any such order provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee, and in the case of any property, if the order so directs, such property shall become free from any mortgage or charge which is by virtue of the scheme to cease to have effect. (10) For the purposes of any provision requiring the delivery of an instrument as a condition for the registration of the transfer of any property, an order which by virtue of this section operates to transfer any property shall be treated as an instrument of (11) Where a scheme is sanctioned by an order of the Court under this section the transferee shall, within ten days from the date on which the order is made, or such longer period as the Supervisor may allow, deposit two certified copies of the order with the Supervisor. (12) Any person who fails to comply with sub-section (4) or (11), commits an offence against this Act.