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OIC Scheme Document161014.Pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE SCHEME DOCUMENT DATED 20 NOVEMBER 1996. If you are in any doubt as to any aspect of this proposal or as to the action you should take, you should consult your insurance broker, lawyer, accountant or other professional adviser without delay. Further copies of this document and the relevant Voting Forms can be obtained from the Run-off Company at the address listed overleaf or by visiting the Website at www.oicrun-offltd.com. PROPOSAL IN RELATION TO AN AMENDING SCHEME OF ARRANGEMENT (pursuant to Part 26 of the Companies Act 2006) between OIC RUN-OFF LIMITED (formerly Ralli Brothers Insurance Company Limited and The Orion Insurance Company plc) THE LONDON AND OVERSEAS INSURANCE COMPANY LIMITED (formerly Hull Underwriters’ Association Limited and The London and Overseas Insurance Company plc) (both subject to a scheme of arrangement) and their respective SCHEME CREDITORS (as defined in the Amending Scheme) The meetings of Scheme Creditors to consider the Amending Scheme will be held at 10.30am (English time) on 11 December 2014. Notice of the meetings is set out on pages 231 and 232 of this document. Whether or not Scheme Creditors intend to be present at the meetings, they are requested to complete and return the relevant Voting Form(s) as soon as possible and no later than noon (English time) on 10 December 2014. www.oicrun-offltd.com 8 October 2014 . RESPONSIBILITY STATEMENT To the best of the Scheme Administrators’ knowledge and belief, the statements, opinions and information contained in this document are correct. The statements, opinions and information contained in this document are made, held or given respectively as at the date of this document unless another time is specified and such statements, opinions and information are made, held or given solely by or on behalf of the Companies unless expressly attributed to another party. None of the FSCS Scheme Manager, NNOFIC, Nat-Ned, 1845, ING Groep NV, any other member of the ING Group or the ILU or any of their respective directors, officers, employees or agents are responsible for any of the statements, opinions and information contained in this document. Nothing contained in this document constitutes an admission of any fact or liability on the part of the Companies or any other person in respect of any asset to which they may be entitled or any claim against them. The summary of the principal provisions of the Amending Scheme and related matters contained in this Amending Explanatory Statement is qualified in its entirety by reference to the Amending Scheme. The full text of the Amending Scheme is set out on pages 128 to 230. The Scheme Administrators have not authorised any person to make any representation, whether oral, written, express or implied, concerning the proposed Amending Scheme, which is inconsistent with the statements made in this document. Consequently, if such representations are made, they should not be relied upon. Each creditor of the Companies should not construe the contents of this document as legal, tax, financial or other professional advice. Each creditor should consult its own professional advisers as to the legal, tax, financial or other matters relevant to the action he should take in connection with the Amending Scheme. Neither the Scheme Administrators, nor any partner, employee, agent, adviser, representative, affiliate, director, officer, member, beneficiary, investor, servant, shareholder, trustee, attorney, or other person acting on behalf of, or otherwise related to or affiliated with the Scheme Administrators or the Companies, nor any of their respective successors, shall have any personal liability directly or indirectly, under or in connection with: (a) this Amending Explanatory Statement, the Amending Scheme and any notices convening the Amending Scheme Meetings; (b) any agreement made or entered into under or pursuant to the Amending Explanatory Statement, the Amending Scheme and any such notices; or (c) any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter. This exclusion of personal liability shall survive any termination of the Amending Scheme. Scheme Administrators Legal advisers (UK) Legal advisers (USA) Dan Schwarzmann Hogan Lovells International LLP Chadbourne & Parke LLP Paul Evans Atlantic House 30 Rockefeller Plaza PricewaterhouseCoopers LLP Holborn Viaduct New York 7 More London Riverside London EC1A 2FG NY 10112-0127 London SE1 2RT United Kingdom USA United Kingdom Scheme Actuarial Adviser Run-off Company Mark Allen Armour Risk Management Limited PricewaterhouseCoopers LLP 20 Old Broad Street 7 More London Riverside London EC2N 1DP London SE1 2RT United Kingdom United Kingdom Telephone: +44 (0) 207 382 2020 Fax: +44 (0) 207 382 2001 Email: [email protected] TABLE OF CONTENTS PART I AMENDING EXPLANATORY STATEMENT 1 A: KEY DEFINITIONS 1 B: INDICATIVE TIMELINE 7 C: SUMMARY 9 1. Background 9 2. Background to the Amending Scheme 12 3. Amending Scheme – Summary 14 4. Interests of Qualifying ILU Policyholders 15 5. Pre-1969 L&O Policyholders 16 6. Protected Liabilities and Potentially Protected Liabilities 17 7. Claims received after the Bar Date 18 8. Payments to Scheme Creditors 19 9. Voting procedure 19 10. Implementation of the Amending Scheme 20 11. Electronic communications 24 12. Recommendation 24 D: PROGRESS TO DATE AND FINANCIAL INFORMATION 26 13. Summarised Balance Sheet as at 31 December 2013 26 14. Liabilities 27 15. Reserves 27 16. Reinsurance collections and outwards commutations 28 17. Payments to Scheme Creditors 28 18. Receipts and payments 30 E: FACTORS TO CONSIDER WHEN VOTING ON THE AMENDING SCHEME 31 19. Options facing Scheme Creditors 31 20. Advantages and disadvantages of the Amending Scheme 34 21. Balance of advantages and disadvantages 38 F: THE PROPOSED CLOSURE PROCESS 41 22. Effectiveness and notifications 41 23. Completing the Claim Form 41 24. Submitting the Claim Form 43 25. The Valuation Date 44 26. The Bar Date 44 27. Calculation of Gross Liabilities and Net Liabilities 46 28. Dispute Resolution Procedure 48 29. Distributions 49 30. Payments to Qualifying ILU Policyholders (including the Qualifying ILU Policyholder Premium) 52 31. Qualifying ILU Policyholder Premium conditions and restrictions 54 32. Qualifying ILU Policyholder opt out 59 33. Pre-1969 L&O Policyholders 64 34. Scheme Creditors’ duty to provide assistance 67 35. Scheme Actuarial Adviser, Scheme Adjudicator, No Notice Adjudicator and Individual Claimant Representative 67 Contents 36. Time periods and claims received after the Bar Date 68 37. The position for reinsurers 72 38. Withdrawal of a Claim Form 72 39. Policyholders Protection Board and FSCS Scheme Manager 72 40. Electronic communication and notices 77 41. Uncashed cheques 77 42. Payments to agents and pool managers 77 43. Payments in respect of Assignments 78 G: VOTING PROCEDURE 79 44. Approval of the Amending Scheme 79 45. Valuation of claims for voting purposes 79 46. Vote Assessor 81 47. Currency conversion for voting purposes 81 48. Appointing a proxy 81 49. Returning the Voting Form 81 50. Court sanction 82 51. Positions of key stakeholders 82 52. Directors’ interests 83 H: APPENDICES 84 DRAFT CLAIM FORM AND DRAFT CLAIM FORM GUIDANCE NOTES 85 Appendix A: Exchange rate conversion to US Dollars 99 Appendix B: Major loss codes 100 Curriculum vitae of the Scheme Actuarial Adviser 111 Curriculum vitae of the Scheme Adjudicator 112 Curriculum vitae of the No Notice Adjudicator 113 Curriculum vitae of the Vote Assessor 114 Curriculum vitae of the Individual Claimant Representative 115 List of Creditors’ Committee members 116 Documents available for inspection 118 Summary table of Amending Scheme changes 119 PART II THE AMENDING SCHEME 128 Section 1: Definitions and interpretation 130 1. Definitions 130 2. Interpretation 130 Section 2: Preliminary 131 3. Participation in the Scheme 131 4. Incorporation of the Amending Scheme 131 5. Modification of the Amending Scheme 131 Section 3: General provisions 133 6. Purpose of the Amending Scheme 133 7. Conditions precedent and the New Effective Date 133 8. Time periods and deadlines 133 Contents 9. Claims agreement outside the Scheme 133 Section 4: Determination of claims 135 10. Notice of New Effective Date, Bar Date and distribution of Claim Forms 135 11. Notification of claims and cessation of payments under the Original Scheme 136 12. Valuation of claims 137 13. Provision of Claim Forms 138 14. Completing and returning Claim Forms and Supporting Information before the Bar Date 138 15. Consequences of failure to submit a Claim Form 140 16. Enforcement of claims 140 17. Review and agreement of Net Liabilities 141 18. The Dispute Resolution Procedure 145 19. Estimation Guidelines 148 20. Notification of Scheme Creditors’ Net Liabilities 149 Section 5: Payments under the Amending Scheme 151 21. Payments to Scheme Creditors in respect of Net Liabilities 151 22. Uncashed cheques 153 23. Treatment of agents 154 Section 6: The Scheme Actuarial Adviser, the Scheme Adjudicator, the No Notice Adjudicator and the Individual Claimant Representative 155 24. Qualification and appointment of the Scheme Actuarial Adviser, the Scheme Adjudicator, the No Notice Adjudicator and the Individual Claimant Representative 155 25. Resignation and removal of the Scheme Actuarial Adviser, the Scheme Adjudicator, the No Notice Adjudicator and the Individual Claimant Representative 155 26. General powers, rights, duties and functions of the Scheme Actuarial Adviser, the Scheme Adjudicator, the No Notice Adjudicator and the Individual Claimant Representative 156 27. Conflicts of interest 157 28. Specific powers, rights, duties and functions of the Scheme Actuarial Adviser 157 29. Specific powers, rights, duties and functions of the Scheme Adjudicator 158 30. Specific powers, rights, duties and functions of the No Notice Adjudicator 158 31. Specific powers, rights, duties and functions of the Individual Claimant Representative 159 Section 7: Termination of the Scheme 160 32.
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