DOCSLIB.ORG

Decision No. 391

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Decision No. 391 PUBLIC COPY ISSN NO. 0114-2720 J3965 Decision No. 391 Determination pursuant to the Commerce Act 1986 in the matter of an application for clearance of a business acquisition involving: CGU Plc and Norwich Union Plc The Commission: M J Belgrave (Chair) M N Berry P R Rebstock Summary of Proposed Acquisition: CGU Plc and Norwich Union Plc to merge, by means of a scheme of arrangement between Norwich Union and its shareholders. Determination: Pursuant to section 66(3)(a) of the Commerce Act 1986, the Commission determines to give clearance for the proposed acquisition. Date of Determination: 9 May 2000 CONFIDENTIAL MATERIAL IN THIS REPORT IS CONTAINED IN SQUARE BRACKETS [ ] 2 TABLE OF CONTENTS THE PROPOSAL ..........................................................................................................................................3 THE PROCEDURES.....................................................................................................................................3 THE PARTIES...............................................................................................................................................3 CGU............................................................................................................................................................3 NORWICH UNION .........................................................................................................................................3 OTHER RELEVANT PARTIES...................................................................................................................4 OTHER GENERAL INSURERS..........................................................................................................................4 INSURANCE COUNCIL OF NEW ZEALAND.......................................................................................................4 BACKGROUND ............................................................................................................................................4 INTERNATIONAL TRENDS IN INSURANCE .......................................................................................................4 REGULATORY ENVIRONMENT .......................................................................................................................5 DISTRIBUTION OF INSURANCE PRODUCTS......................................................................................................5 BROKERS .....................................................................................................................................................5 BANKS.........................................................................................................................................................6 CAPTIVE INSURANCE....................................................................................................................................6 REINSURANCE..............................................................................................................................................6 MARKET DEFINITION...............................................................................................................................6 INTRODUCTION ............................................................................................................................................6 THE RELEVANT MARKETS ............................................................................................................................7 Other Insurance Products .......................................................................................................................8 CONCLUSION ON MARKET DEFINITION..........................................................................................................9 COMPETITION ANALYSIS ........................................................................................................................9 INTRODUCTION ............................................................................................................................................9 The Dominance Test .............................................................................................................................10 THE MARKET FOR DOMESTIC HOUSE AND CONTENTS INSURANCE ...............................................................11 Market Concentration ...........................................................................................................................11 Existing Competition.............................................................................................................................12 Constraint from Potential Competition..................................................................................................13 Countervailing Power ...........................................................................................................................14 Conclusion on the Market for Domestic House and Contents Insurance.................................................15 THE MARKET FOR DOMESTIC MOTOR VEHICLE INSURANCE.........................................................................15 Market Concentration ...........................................................................................................................15 Existing Competition.............................................................................................................................16 Constraint from Potential Competition..................................................................................................16 Conclusion on the Market for Domestic Motor Vehicle Insurance..........................................................16 THE MARKET FOR COMMERCIAL PROPERTY INSURANCE..............................................................................16 Market Concentration ...........................................................................................................................16 Existing Competition.............................................................................................................................17 Countervailing Power ...........................................................................................................................18 Constraint from Potential Competition..................................................................................................18 Conclusion on the Market for Commercial Property Insurance..............................................................18 THE MARKET FOR COMMERCIAL MOTOR VEHICLE INSURANCE....................................................................18 Market Concentration ...........................................................................................................................18 Conclusion on the Market for Commercial Motor Vehicle Insurance......................................................19 THE MARKET FOR COMMERCIAL LIABILITY INSURANCE ..............................................................................19 Market Concentration ...........................................................................................................................19 Conclusion on the Market for Commercial Liability Insurance ..............................................................20 OVERALL CONCLUSION.........................................................................................................................21 DETERMINATION ON NOTICE OF CLEARANCE...............................................................................21 3 THE PROPOSAL 1 Pursuant to section 66(1) of the Commerce Act 1986 (the Act), CGU Plc and Norwich Union Plc (the Applicants) gave notice to the Commission dated 6 April 2000 (the Application), seeking clearance to merge by means of a scheme of arrangement between Norwich Union and its shareholders under section 425 of the United Kingdom Companies Act. 2 This Application is part of a decision to merge the global activities of the ultimate parent companies. In New Zealand the scheme of arrangement between CGU and Norwich Union has been considered only to the extent that the proposal affects the relevant New Zealand markets. THE PROCEDURES 3 Section 66(3) of the Act requires the Commission either to clear, or to decline to clear, a notice given under section 66(1) within 10 working days, unless the Commission and the person who gave the notice agree to a longer period. An extension of 10 working days was sought by the Commission, and agreed to by the Applicants. Accordingly, a decision on the Application is required by 9 May 2000. 4 The Applicants sought confidentiality for certain information contained in the Application, and a confidentiality order was made in respect of that information for a period of 20 working days from the Commission’s determination of the Application. When the confidentiality order expires, the provisions of the Official Information Act 1982 will apply to the information. 5 The Commission’s determination is based on an investigation conducted by its staff, and their subsequent advice to the Commission. 6 In the course of their investigation of the proposed acquisition, Commission staff have discussed the Application with a number of parties. These parties included other insurance companies, trading banks, insurance brokers, and the Insurance Council of New Zealand. THE PARTIES CGU 7 CGU is an international company operating in the United Kingdom, Europe, and other international markets including Poland, Ireland,
Load more

Recommended publications
  • RSA Names Kay Martin As UK Personal Lines Managing Director
    For immediate release 2 May 2019 RSA names Kay Martin as UK Personal Lines Managing Director RSA has appointed Kay Martin as its new UK Personal Lines Managing Director. Kay will be responsible for the development and growth of RSA’s Personal Insurance business, which specialises in Home, Motor and Pet insurance distributed through RSA’s direct brand MORE TH>N and personal broker and affinity partnerships. Kay will take up the new post in July, reporting to Scott Egan, CEO, RSA UK & International (UK&I). She joins RSA from The Ardonagh Group, where she served as CEO of Retail and Niche Distribution. Kay began her general insurance career at Aviva, where she held a number of Marketing, Business Development and Proposition roles, before leading the programme to take Norwich Union to Aviva as Director of Marketing and Communications. Kay also spent time at Zurich, where she held several roles including UK Chief Marketing and Communications Officer, and Interim Personal Lines Managing Director. Kay’s appointment is one of a number of changes in RSA’s UK&I business. Louisa Leonard, previously COO of RSA’s Johnson and Lifestyle business in Canada, has been appointed COO, UK&I. David Germain, currently Group CIO, will expand his responsibilities to include the UK&I business. Gavin Wilkinson, CFO of RSA’s Irish business, has been named Chief Financial Officer, UK&I. Following the changes, David Coughlan, Darren McKenzie and Matt Hotson will leave RSA. Scott Egan, CEO, RSA UK & International said: “Our Personal Lines team is at the forefront of our business and critical to our success in the UK.
    [Show full text]
  • Cgu / Norwich Union Regulation
    EN Case No COMP/M.1886 - CGU / NORWICH UNION Only the English text is available and authentic. REGULATION (EEC) No 4064/89 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 13/04/2000 Also available in the CELEX database Document No 300M1886 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 13.04.2000 SG (2000) D/103149-103150 In the published version of this decision, some information has been omitted pursuant to Article PUBLIC VERSION 17(2) of Council Regulation (EEC) No 4064/89 concerning non-disclosure of business secrets and other confidential information. The omissions are MERGER PROCEDURE shown thus […]. Where possible the information ARTICLE 6(1)(b) DECISION omitted has been replaced by ranges of figures or a general description. To the notifying parties Dear Sirs, Subject: Case No COMP. 1886- CGU/NORWICH UNION Notification of 15.03.2000 pursuant to Article 4 of Council Regulation No 4064/89 1. On 15 March 2000, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EEC) No 4064/891 by which CGU plc. and Norwich Union plc. agree the terms of a merger of the two businesses to create a new group to be called CGNU. 2. After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EEC) No 4064/89 and does not raise serious doubts as to its compatibility with the common market and with the functioning of the EEA Agreement.
    [Show full text]
  • Company Profile
    COMPANY PROFILE Aviva plc is a British multinational insurance company headquartered in London, United Kingdom. It is the sixth-largest insurance company in the world measured by net premium income and has around 43 million customers across 21 countries. It is the market leader in both general insurance and life and pensions in the UK and has major businesses in Asia, continental Europe and North America. Aviva has a primary listing on the London Stock Exchange and is a constituent of the FTSE 100 Index. It has a secondary listing on the New York Stock Exchange. The name of the company upon its formation in May 2000 was CGNU plc. In April 2002 the company's shareholders voted to change the company name to "Aviva plc", an invented word derived from "viva", the Latin for 'life' and designed to be short, memorable and work worldwide. In April 2008 Aviva announced that it would adopt the "Aviva" name as its worldwide consumer-facing brand, and that the Norwich Union brand would be phased out in the United Kingdom. It was created by a merger of two British insurance firms, Norwich Union and CGU plc (itself created by the 1998 merger of Commercial Union and General Accident) as CGNU in 2000. The Aviva name was adopted in July 2002. Thereafter, most of the group operations, except for some strong local brands, were carried out under the uniform brand "Aviva". Aviva's main activities are the provision of general and life insurance, long-term savings products and fund management services. The group has around 36,600 employees, £379 billion of assets under management and 43 million customers.
    [Show full text]
  • Holding(S) in Company (By Aviva Plc)
    Holding(s) in Company (by Aviva plc) Released : 26-May-2009 16:47 TR-1 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ST IVES PLC 2. Reason for the notification (please tick the appropriate box or boxes) An acquisition or disposal of voting rights X An acquisition or disposal of financial instruments which may result in N/A the acquisition of shares already issued to which voting rights are attached An event changing the breakdown of voting rights N/A Other (please specify): N/A 3. Full name of person(s) subject to AVIVA PLC AND ITS SUBSIDIARIES the notification obligation: 4. Full name of shareholder(s) (if different from 3.): REGISTERED HOLDER: BNY NORWICH UNION NOMINEES LIMITED 89,947 * CHASE GA GROUP NOMINEES LIMITED 322,069 * CUIM NOMINEE LIMITED 90,034 * * DENOTES DIRECT INTEREST CHASE NOMINEES LIMITED 798,309 VIDACOS NOMINEES LIMITED 31,086 DELTA LLOYD EUROPEES DEELNEMINGEN FONDS 10,236,343 DELTA LLOYD LUXEMBOURG EUROPEAN PARTICIPATION FUND 862,154 5. Date of the transaction (and date on which 22-05-09 the threshold is crossed or reached if different): 6. Date on which issuer notified: 26-05-09 7. Threshold(s) that is/are crossed or reached: 11% TO 12% CHANGE AT COMBINED INTEREST LEVEL 8. Notified details: A: Voting rights attached to shares Class/type of Situation previous to Resulting situation after the triggering shares the Triggering transaction transaction (if possible using the ISIN Number of Number of Number Number of voting
    [Show full text]
  • Which Sub-Fund? There Are Several With-Profits Sub-Funds in the Aviva Group
    Which sub-fund? There are several with-profits sub-funds in the Aviva group. You can see which with-profits sub-fund your policy is invested in by checking the company you took your policy out with against the table below. Your policy documents will show the name of the company your policy was taken out with. Company policy taken out with Current with-profits sub-fund • Aviva branded policies purchased since June 2009 • Norwich Union branded policies purchased since October 2000 Aviva Life & Pensions UK Limited Old (except Norwich Union With Profit Annuity) and New With-Profits Sub-Funds* • CGNU • CGU * If you took your policy out on or before 21/11/2006 and you voted • General Accident “Yes” in the Reattribution vote in • General Life Assurance 2009 : Your policy is invested in the New With-Profits Sub-Fund • Scottish Insurance Corporation • Yorkshire Insurance Company * If you took your policy out on or before 21/11/2006 and you did not • Yorkshire-General vote “Yes” in the Reattribution vote • NatWest With-Profit Bond provided by Norwich Union in 2009 : Your policy is invested in the Old With-Profits Sub-Fund • RBS With-Profit Bond provided by Norwich Union • NatWest Portfolio Bond provided by Norwich Union * If you took your policy out after 21/11/2006: Your policy is split • RBS Portfolio Bond provided by Norwich Union between New With-Profits Sub-Fund • NatWest Portfolio bond provided by Aviva (88.25% ) and Old With-Profits Sub- Fund (11.75% ) • RBS Portfolio bond provided by Aviva • Commercial Union • Aviva branded Stakeholder
    [Show full text]
  • Carnival Plc Aviva Plc & Its Subsidiaries Registered Holder: BNY Norwich Union Nominees Limited 1,221,302* BT Globenet
    TR-1: Notifications of Major Interests in Shares 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: Carnival plc 2. Reason for notification [Yes/No] An acquisition or disposal of voting rights Yes An acquisition or disposal of financial instruments which may result in the N/A acquisition of shares already issued to which voting rights are attached An event changing the breakdown of voting rights N/A Other (please specify): N/A 3. Full name of person(s) subject to Aviva plc & its subsidiaries notification obligation: 4. Full name of shareholder(s) (if different from Registered Holder: 3): BNY Norwich Union Nominees Limited 1,221,302* BT Globenet Nominees Limited 2,068* Chase GA Group Nominees Limited 3,889,200* Chase Nominees Limited 141,537* CUIM Nominee Limited 879,754* Vidacos Nominees Limited 3,390* * denotes direct interest RC Greig Nominees Limited 1,750 Aviva SpA 2,718 BNP Paribas - London 33,558 Chase Nominees Limited 876,387 State Street Nominees Limited 454,219 Vidacos Nominees Limited 617,475 5. Date of transaction (and date on which the threshold is crossed or reached if different): 17 December 2008 6. Date on which issuer notified: 18 December 2008 7. Threshold(s) that is/are crossed or reached: <5% to 5% Change at Combined Interest level 8: Notified Details A: Voting rights attached to shares Class/type of Situation previous to Resulting situation after shares the triggering the triggering transaction transaction If possible use Number of Number of Number Number of Percentage of ISIN code shares voting of voting rights voting rights rights shares Direct Direct Indirect Direct Indirect Ordinary Shares 8,104,133 8,104,133 6,137,251 6,137,251 1,986,107 3.78% 1.22% GB0031215220 B: Financial Instruments Resulting situation after the triggering transaction N/A Total (A+B) Number of voting rights Percentage of voting rights 8,123,358 5.00% 9.
    [Show full text]
  • Norwich Union Full Policy Wording-Booklet
    NORWICH UNION POLICY Introduction This is your ‘Sailplan’ Policy, explaining your insurance protection in detail. Please read it carefully and keep it in a safe place. The cover you have is shown on the schedule and by the Special Endorsements which are specified. Please check your policy schedule to ensure that the details we hold are correct. If the Policy and schedule do not provide you with the protection you want either now or at any time in the future please contact: EIS Limited, Euromarine House, 18 St Peters Park Road, Broadstairs, Kent, England CT10 2BL Irish Office: The Square, Newport, Co. Tipperary, Ireland In the case of any query, please note your policy number specified on your schedule. Cooling Off Period Your policy contains a ‘Cooling Off’ period. If the cover provided does not meet your requirements you may return the policy to EIS within 14 days of purchase. A full refund of the premium paid will be made to you provided you have not made or are not intending to make a claim under the policy. 1 What your policy provides • Your Sailplan policy gives you the protection you need. • Accidental loss or damage cover • Legal Liability cover • Personal Accident benefits • Choice of a range of optional covers • Use of our Helpline Service, 24 hours a day, 365 days a year. This is a very brief outline of the benefits available. If your vessel is damaged or stolen, please contact your Insurance Adviser immediately at the address given at the front of this booklet. If you need help outside normal office hours, call Helpline on 0800 555 333.
    [Show full text]
  • Never Agains August 2008
    the Availability Digest More Never Agains August 2008 We continue our tradition of reviewing just a small portion of computer failures (and a couple of other interesting failures) that have occurred over the first six months of 2008. In our previous article published a half-year ago,1 we noted that one-third of all problems were power-related. That trend continues. 25% of the 28 stories below have to do with power failures of various kinds. In addition, five of the following incidents were caused by upgrades, usually with no failback procedure in place. WWV Time Standard has an Availability of Two 9s tf.nist.gov/stations/wwvoutages.htm – Maintaining time synchronization is very important for many applications. If your system time must be kept tightly synchronized with civil real time, access to an accurate clock is required. One such clock is the time signal broadcast by WWV, operated by the National Institute of Standards and Technology.2 But if your mission-critical application really depends on civil-time synchronization, you should plan on a backup time source. Over a recent seven-month period, WWV was down five times for periods up to six hours, exhibiting an availability of about two nines. Virgin Blue’s Computer Crash Grounds Dozens of Passengers zdnet.com.au – A computer crash grounded Virgin Blue, an Australian regional airline, for an hour starting about 7 PM in the evening on Wednesday, April 16, 2008. Agents reverted to manual check-in, and online bookings could not be made during this time. Hundreds of passengers were delayed for up to 90 minutes, mainly in Sydney, Melbourne, and Brisbane.
    [Show full text]
  • Old Norvicensian
    ON Old Norvicensian Features News ONs around the world Norwich School named as (page 18-32) East Anglia Independent School of the year 2018 017/2018 2 (page 10) Cover photo by Niko Pilibosyan A A Old Norvicensian Welcome Contents Welcome 02 90 110 News & Announcements Obituaries Updates Weddings, babies Remembering those ONs who have News from the and celebrations sadly passed away Development Office and It gives me great pleasure to welcome you to this year’s Old Norwich School Norvicensian magazine. Once again, it is a most interesting read, full of excellent articles from different constituencies of the Norwich School family. I am grateful both to members of the community who have contributed and to the marketing and development offices, 34 especially Development Manager Rachel Lightfoot, for their work in drawing the various pieces together. Life Since News and stories of life since I hope there is enough news in the early pages to give you an Norwich School impression of what the school is currently up to, and there is always scope to visit the website (www.norwich-school.org.uk) if you would like to know more. Current news give way to stories of individual ON journeys, both literal and metaphorical; they exemplify the variety of routes away from Cathedral Close and pleasingly defy easy categorisation. The magazine gives an account of the many gatherings of ONs of all vintages right across the world, including 60 96 updates on particular individuals. 18 Memory Lane 120 Overall, I hope you will agree with me that the magazine gives a Take a trip down Memory Lane snapshot of a living community, full of vibrancy but underpinned Features Photo Album Ambassadors & Events by stable, unifying values.
    [Show full text]
  • Case No COMP/M.4047 - AVIVA / ARK LIFE
    EN Case No COMP/M.4047 - AVIVA / ARK LIFE Only the English text is available and authentic. REGULATION (EC) No 139/2004 MERGER PROCEDURE Article 6(1)(b) NON-OPPOSITION Date: 20/01/2006 In electronic form on the EUR-Lex website under document number 32006M4047 Office for Official Publications of the European Communities L-2985 Luxembourg COMMISSION OF THE EUROPEAN COMMUNITIES Brussels, 20.01.2006 SG-Greffe(2006) D/200242 PUBLIC VERSION MERGER PROCEDURE ARTICLE 6(1)(b) DECISION To the notifying party Dear Sir/Madam, Subject: Case No COMP/M.4047 – AVIVA / ARK LIFE Notification of 08.12.2005 pursuant to Article 4 of Council Regulation No 139/20041 1. On 08/12/2005, the Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 by which the undertaking Hibernian Life Holdings belonging to Aviva plc (“Aviva”, United Kingdom) acquires within the meaning of Article 3(1)(b) of the Council Regulation control of the whole of Ark Life Assurance Company Limited (“Ark Life”, Ireland) by way of purchase of shares. 2. After examination of the notification, the Commission has concluded that the operation falls within the scope of Council Regulation (EC) No 139/2004 and does not raise serious doubts as to its compatibility with the common market and the EEA agreement. 1 OJ L 24, 29.1.2004 p. 1. Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11. I. THE PARTIES 3. Aviva, a UK registered company, is involved in the provision of all classes of insurance products, as well as savings products and fund management services in Europe, North America, Asia and Australia.
    [Show full text]
  • Case Study Aviva (Previously Norwich Union) – Insurance
    Case Study Aviva (previously Norwich Union) – Insurance How the UK’s largest insurance company increased customer satisfaction by 23 percentage points, cut its staff attrition rate in half, and reduced costs by 20 percent, adding millions of dollars to the bottom line. Introduction Aviva, formerly Norwich Union, is the number-one provider of insurance in the United Kingdom and the fifth largest insurance provider in the world. Darren Cornish was named director of customer experience and was charged with the task of translating high-level objectives into a program focused on customer experience. The company’s vision was to be carried through from the boardroom to the front line. The Challenge As a leader in the insurance industry, Aviva needed to rehabilitate the public’s negative perception of the insurance market and differentiate itself as the firm that sets the standard for excellence in customer experience. Since over 3.5 million customers contact Aviva each year at times of distressing life-changing events, including the loss of a family member, a car accident, a burglary, or a natural disaster, Aviva had to find a way to emotionally engage customers. When Norwich Union, now Aviva, was formed through corporate mergers in 2000, employees lacked a decisive vision of their purpose that they could be carried through all activities. In some divisions, for example, approximately half Aviva’s employees were involved in a performance management process directly resulting from negative customer feedback. The effect was disastrous for both employee morale and customers. At this juncture, Cornish contacted Beyond Philosophy to revitalize Aviva’s commitment to customer experience.
    [Show full text]
  • Aviva Life Holdings UK Limited
    Aviva Life Holdings UK Limited Registered in England and Wales No. 2403518 Annual Report and Financial Statements 2019 1 Aviva Life Holdings UK Limited Annual Report and Financial Statements 2019 Contents Page Directors and officer 3 Strategic report 4 Directors' report 7 Independent auditors' report 11 Accounting policies 13 Income statement 16 Statement of changes in equity 17 Statement of financial position 18 Statement of cash flows 19 Notes to the financial statements 20 1. Interest receivable and similar income 20 2. Operating expenses 20 3. Finance costs 20 4. Employee information 20 5. Directors’ remuneration 20 6. Auditors’ remuneration 20 7. Tax 21 8. Investments in subsidiaries 21 9. Investments in joint ventures and associates 22 10. Loans 23 11. Receivables 23 12. Ordinary share capital 23 13. Retained earnings 23 14. Guarantees 24 15. Tax assets and liabilities 24 16. Provisions 24 17. Borrowings 25 18. Payables and other financial liabilities 25 19. Statement of cash flows 25 20. Capital structure 26 21. Risk management 26 22. Related party transactions 28 23. Subsequent events 29 2 Aviva Life Holdings UK Limited Annual Report and Financial Statements 2019 Directors and officer Directors M G Carvill (non-executive director) A J Darlington V F Gooding (non-executive director) R W A Howe (non-executive director) J B O’Roarke (non-executive director) D F S Rogers S P Trickett (non-executive director) Officer – Company Secretary Aviva Company Secretarial Services Limited St Helen's Undershaft London EC3P 3DQ Independent Auditors PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT Registered office Aviva Wellington Row York YO90 1WR Company number Registered in England and Wales no.
    [Show full text]