Insurance (Amendment) Act , 1938

1 Definitions.

1.—(1) In this Act—

the expression “the Act of 1936” means the Insurance Act, 1936 (No. 45 of 1936);

the expression “the Scheduled Agreement” means the Agreement bearing date the 13th day of September, 1938, and made between the Participating Companies of which a copy is set forth in the Schedule to this Act;

the expression “the Participating Companies” means the City of Dublin Assurance Company, Limited, the Irish Life and General Assurance Company, Limited, the Irish National Assurance Company, Limited, and Comhlucht Urrudhais Mumhan agus Laighean, Teoranta;

the expression “the Terminating Company” means the company which is required by the Scheduled Agreement to be promotedby the Participating Companies and to be incorporated and registered with the name of the Industrial and Life Assurance Amalgamation Company, Limited, and is referred to in the Scheduled Agreement as the Terminating Company;

the expression “the Permanent Company” means the company which is required by the Scheduled Agreement to be promoted by the Terminating Company and to be incorporated and registered with the name of the Irish Assurance Company, Limited, and is referred to in the Scheduled Agreement as the Permanent Company.

(2) Every word and expression to which a particular meaning is given by the Act of 1936 for the purposes of that Act has in this Act the meaning so given to it.

2 The transfer date.

2.—(1) As soon as conveniently may be after the passing of this Act, the Minister for Industry and Commerce shall by order appoint, in pursuance of Article 12 of the Scheduled Agreement, a day to be the transfer date for the purposes of the Scheduled Agreement and this Act.

(2) In this Act the expression “the transfer date” means the day appointed by the Minister for Industry and Commerce under this section to be the transfer date for the purposes aforesaid.

3 Confirmation of the Scheduled Agreement.

3.—The Scheduled Agreement is hereby confirmed, and for that purpose it is hereby declared and enacted as follows, that is to say:—

(a) the Scheduled Agreement shall have statutory effect and shall be binding on every of the Participating Companies as fully as if it had been enacted in this Act;

(b) the directors of each of the Participating Companies shall have and be deemed always to have had power, notwithstanding anything contained in the Memorandum of Association or the Articles of Association of their company or in the Companies Acts, 1908 to 1924, or in the Insurance Acts, 1909 and 1936, or in any other enactment, to enter into the Scheduled Agreement on behalf of their company and to bind their company thereby;

(c) it shall be the duty of every of the Participating Companies, and they are hereby respectively empowered. to carry out the Scheduled Agreement so far as the provisions thereof are to be performed by them respectively;

(d) it shall be the duty of the Terminating Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it;

(e) it shall be the duty of the Permanent Company, and that Company is hereby empowered, when it has been duly incorporated pursuant to the Scheduled Agreement, to carry out the Scheduled Agreement so far as the provisions thereof are to be carried out by it.

4 Memorandum and Articles of Association of the Terminating Company.

4.—(1) The Memorandum of Association and the Articles of Association of the Terminating Company shall be so framed as to conform with the provisions relating thereto contained in the Scheduled Agreement, and neither the said Memorandum nor the said Articles shall be invalidated or rendered unlawful merely by reason of anything done in relation thereto or inserted therein or omitted therefrom in compliance with the Scheduled Agreement or this Act.

(2) Notwithstanding anything contained in the Companies Acts, 1908 to 1924, the Articles of Association of the Terminating Company may provide that the first ordinary general meeting of that Company shall be held not later than the 30th day of June, 1940.

(3) Notwithstanding anything contained in the Companies Acts, 1908 to 1924 no alteration, of the Memorandum of Association or the Articles of Association of the Terminating Company which is made while the Minister for Finance holds any of the shares of that Company shall be valid or effectual unless the consent of the Minister for Industry and Commerce to such alteration is given before the alteration is made

(4) So long as the Minister for Finance holds any of the shares of the Terminating Company, the Minister for Industry and Commerce shall not consent to any alteration of the Memorandum of Association or of the Articles of Association of that Company without previous consultation with the Minister for Finance in regard to such alteration.

5 Payment by the Minister for Finance of deficiencies of Participating Companies.

5.—(1) It shall be lawful for the Minister for Finance to pay from time to time to the Terminating Company all such sums as he is required by the Scheduled Agreement so to pay in respect of the difference referred to in the Scheduled Agreement as “the deficiency”, that is to say, the amount by which the valuation of the assets to be transferred by a Participating Company to the Terminating Company falls short of the amount of the liability (as defined in the Scheduled Agreement) of such Participating Company.

(2) All sums which the Minister for Finance is authorised by the foregoing sub-section of this section to pay to the Terminating Company shall be issued and paid out of the Central Fund or the growing produce thereof.

(3) In order to make the payments authorised by this section, the Minister for Finance may borrow on the security of the Central Fund or the growing produce thereof such sums as shall be required for that purpose, and the said Minister may, for the purpose of such borrowing, create and issue securities bearing such rate of interest and subject to such conditions as to repayment, redemption, or otherwise as he thinks fit and shall pay all moneys so borrowed into the Exchequer.

6 Shares of the Terminating Company held by the Minister for Finance or his nominees.

6.—(1) Every share of the Terminating Company which is required by the Scheduled Agreement to be allotted or transferred to the Minister for Finance or his nominees shall be allotted or transferred either, as the said Minister shall direct, to the said Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the said Minister, and different persons may be so nominated in respect of different such shares.

(2) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of the Minister for Finance, that is to say:—

(a) it shall be lawful for the Minister for Finance to do all or or any of the following things in respect of A shares of the Terminating Company which are for the time being standing in his name, that is to say:—

(i) to hold all or any of such shares for so long as he shall think fit,

(ii) to transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold as his nominee the shares so transferred,

(iii) to sell all or any of such shares;

(b) it shall be lawful for the said Minister to hold all B shares of the Terminating Company for the time being standing in his name, but it shall not be lawful for the said Minister to sell or otherwise dispose of any such shares save that he may, whenever he so thinks fit, transfer all or any of such shares to a person (in this section also referred to as a nominee) selected by the said Minister to hold for him the shares so transferred;

(c) save as is otherwise provided by this section, it shall be lawful for the said Minister to exercise, in respect of all or any shares of the Terminating Company for the time being standing in his name, 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, to exercise such rights or powers, whenever he so thinks fit, by his attorney;

(d) all dividends and other moneys received by the said Minister in respect of shares of the Terminating Company standing in his name and also the net proceeds of all such shares sold by him shall be paid into the Exchequer.

(3) The following provisions shall apply and have effect in respect of all shares of the Terminating Company which are for the time being standing in the name of a nominee for the Minister for Finance that is to say:—

(a) every such nominee shall hold upon trust for the said Minister all shares of the Terminating Company for the time being vested in him as such nominee and shall dispose of such shares in such manner as the said Minister shall from time to time direct in writing;

(b) every such direction by the said Minister shall be a good and lawful authority and discharge to the nominee to whom it is given for everything done by him in accordance therewith, and such nominee shall not be entitled or concerned to inquire whether such direction was or was not lawfully given;

(c) it shall be lawful for the said Minister to direct a nominee to sell all or any of the A shares of the Terminating Company for the time being vested in him as such nominee;

(d) the said Minister shall not direct a nominee to sell any B shares of the Terminating Company;

(e) it shall be lawful for the said Minister to direct a nominee to transfer all or any of the shares of the Terminating Company for the time being vested in him as swell nominee either (as shall be specified in such direction) to the said Minister or to a person (in this section also referred to as a nominee) selected by the said Minister to hold such shares as his nominee;

(f) every nominee shall, in the exercise of the rights and powers exercisable in respect of the shares of the Terminating Company for the time being vested in him as such nominee, act in all respects in accordance with the directions of the said Minister;

(g) every nominee shall pay into the Exchequer in such manner as the said Minister shall direct, all dividends and other moneys received by him in respect of shares of the Terminating Company for the time being vested in him as such nominee and also the net proceeds of the sale by him of any such shares.

(4) This section shall apply to the personal representative of a deceased nominee in like manner as it applies to a living nominee, and accordingly the word “nominee” shall in this section be construed (wherever the context so admits) as including the personal representative of a deceased nominee.

7 Transfer of life and industrial assurance businesses of Participating Companies to the Terminating Company.

7.—(1) On the transfer date, the life assurance business and the industrial assurance business of every Participating Company shall, by virtue of this section, be transferred to and vest in the Terminating Company.

(2) For the purpose of giving full effect to the foregoing sub-section of this section, the following provisions shall have effect, that is to say:—

(a) the transfer effected by the said sub-section of the life assurance business and the industrial assurance business of a Participating Company shall, notwithstanding anything contained in the Memorandum of Association of that Company, be effectual to bind all shareholders in and all creditors and debtors of the said Participating Company and all persons interested in or in respect of policies issued by that Company;

(b) subject to the provisions of this sub-section in relation to profit-sharing rights, every policy of life assurance and every policy of industrial assurance issued by a Participating Company, which, immediately before the transfer date is subsisting and has not matured (in this section referred to as an existing policy), shall, on the transfer date, become and be a policy of life assurance or a policy of industrial assurance (as the case may require) of the Terminating Company, and every right and every liability of such Participating Company in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be the right or the liability (as the case may be) of the Terminating Company and be enforceable by or against that Company in the same manner in all respects as such right or liability would have been enforceable by or against such Participating Company if the said transfer had not taken place;

(c) subject to the provisions of this sub-section in relation to profit-sharing rights, every person who was, immediately before the transfer date, the holder of an existing policy shall, on the transfer date, become and be a policy holder of the Terminating Company, and every right or liability of such person in respect of such existing policy shall, on the transfer date, cease to be enforceable by or against such person against or by the Participating Company which issued such policy and shall, on the transfer date, become and be enforceable by or against such person against or by the Terminating Company in the same manner as such right or liability would have been enforceable against or by the said Participating Company if the said transfer had not taken place;

(d) notwithstanding anything contained in either of the two next preceding paragraphs of this sub-section, all profit-sharing rights conferred by an existing policy shall cease on the transfer date, and the provisions of the Scheduled Agreement in relation to the allotment to policy-holders of bonuses out of the distributable surplus of the Terminating Company shall be deemed to be substituted for such profit-sharing rights;

(e) every right and claim existing and unsatisfied immediately before the transfer date by or against a Participating Company in respect of a policy of life assurance or of industrial assurance (not being an existing policy) issued by a Participating Company shall, on the transfer date, cease to be enforceable by or against such Participating Company and shall, on the transfer date, become and be enforceable by or against the Terminating Company as fully as if such policy had been issued by the Terminating Company;

(f) every debt due to a Participating Company immediately before the transfer date in relation to business of such Company transferred by this section to the Terminating Company shall, on the transfer date, cease to be payable to or recoverable by such Participating Company and shall, on the transfer date, become and be owing and payable to and recoverable by the Terminating Company and, if received by such Participating Company after the transfer date, shall be accounted for by that Company to the Terminating Company;

(g) every right of action by a Participating Company which is subsisting immediately before the transfer date and arises in relation to business of that Company transferred by this Act to the Terminating Company and is not within the provisions of any of the foregoing paragraphs of this sub-section shall, on the transfer date, cease to be enforceable by such Participating Company and shall, on the transfer date, become and be transferred to, vested in, and enforceable by the Terminating Company;

(h) it shall be lawful for the Terminating Company, with the approval of the Minister for Industry and Commerce, to issue at any time after the transfer date to any person who is for the time being the holder of an existing policy, in lieu of such existing policy, a new policy the terms and conditions of which, in the opinion of the Minister for Industry and Commerce, are not less favourable to the assured than the terms and conditions of such existing policy.

(3) Section 13 of the Assurance Companies Act, 1909, shall not apply to the transfer effected by this section of the life assurance business and the industrial assurance business of the several Participating Companies to the Terminating Company.

8 Transfer of assets of Participating Companies to the Terminating Company.

8.—(1) For the purpose of transferring to the Terminating Company so much of the assets of a Participating Company as are required by the Scheduled Agreement to be so transferred, the following provisions shall have effect, that is to say:—

(a) the Terminating Company shall, so soon as conveniently may be, furnish to the Minister for Industry and Commerce a schedule containing a list (as complete as reasonably may be) of the assets of the said Participating Company to be so transferred;

(b) whenever and so often as it is found, after such schedule has been so furnished, that any assets to be so transferred have been omitted (whether intentionally or unintentionally) from such schedule, it shall be lawful for the Terminating Company to furnish to the said Minister a schedule containing a list of the assets so found to have been omitted;

(c) every schedule furnished to the said Minister under either of the foregoing paragraphs of this sub-section shall be accompanied by a certificate by or on behalf of the Terminating Company and the said Participating Company certifying that the assets stated in such schedule are assets of the said Participating Company which are required by the Scheduled Agreement to be transferred to the Terminating Company;

(d) whenever the said Minister receives from the Terminating Company any such schedule as aforesaid duly accompanied by such certificate as aforesaid, the said Minister shall forthwith make an order (in this section referred to as a vesting order) transferring the assets mentioned in such schedule from the said Participating Company to the Terminating Company and vesting them in the Terminating Company in such manner and for such estate and interest as shall be appropriate to the nature of the assets;

(e) every vesting order which is made before the transfer date shall be expressed to have, and shall have, effect as on the transfer date, and every vesting order which is made on or after the transfer date shall be expressed to have, and shall have, effect as on the date on which such order is made;

(f) every vesting order shall operate to transfer to and vest in the Terminating Company, on the date as on which such order has effect and without any other conveyance, deed or transfer, or other assurance (save transfer, where appropriate, in the books of a bank, company, corporation, or authority), all the assets purported to be so transferred by such order;

(g) (i) no stamp duty shall be payable on a vesting order;

(ii) the amount of all stamp duties paid by the Terminating Company on or in respect of any transfer or conveyance which is executed in order to supplement a vesting order shall be refunded to the said Company out of moneys provided by the Oireachtas;