No. 26/1990:

INSURANCE ACT, 1990

ARRANGEMENT OF SECTIONS

Section

1. Interpretation.

2. Acquisition of shares in Holding Company.

3. Rights of Minister as holder of shares.

4. Shares held by nominees.

5. Transfer of property.

6. Transfer of employees, etc.

7. Application of certain instruments.

8. Relief in respect of stamp duties, etc.

9. Power to hold shares.

10. Repeals.

11. Laying of orders before Houses of Oireachtas.

12. Short title, collective citation and commencement.

SCHEDULE

ACTS REFERRED TO

Number 26 of 1990

INSURANCE ACT, 1990

AN ACT TO AMEND THE INSURANCE ACTS, 1909 TO 1989, AND TO PROVIDE FOR CONNECTED MATTERS.

[25th July, 1990]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

1.—In this Act—

"the Court" means the High Court;

"subsidiary" has the meaning assigned to it by the Companies Act, 1963 ;

"the Holding Company" means a company of which the Original Company or the New Company is a subsidiary;

"the Minister" means the Minister for Finance;

"the New Company" means a subsidiary of the Holding Company to which the business of the Original Company may be transferred by a transfer order;

"the Original Company" means Irish Life Assurance plc;

"the transfer date" means the date specified in a transfer order for the transfer of the assurance business of the Original Company to the New Company;

"transfer order" means an order (including a supplemental order) made by the Court under section 13 of the Assurance Companies Act, 1909.

2.—(1) It shall be lawful for the Minister—

( a ) to exchange any shares of the Original Company for the time being vested in him or his nominees for shares in the Holding Company, and

( b ) to acquire by subscription, purchase, capitalisation, issue or otherwise any share or shares in the Holding Company.

(2) The Minister may hold for as long as he thinks fit the shares in the Holding Company for the time being vested in him or his nominees and may sell, exchange or dispose of, whether by redemption or otherwise, if he considers it appropriate to do so, all or any of such shares.

(3) All sums from time to time required by the Minister for the acquisition by him of shares in the Holding Company shall be advanced out of the Central Fund or the growing produce thereof.

(4) All dividends and other moneys received by the Minister in respect of shares in the Holding Company and all sums paid to him in consideration of the sale or disposal by the Minister of such shares shall be paid into or disposed of for the benefit of the Exchequer.

(5) If the Minister disposes of any shares in the Holding Company, otherwise than by sale, then the proceeds of such disposition shall be held on trust for the benefit of the Exchequer until he realises the proceeds of his disposal and the proceeds so realised shall be paid into or disposed of for the benefit of the Exchequer.

3.—(1) The Minister may exercise in respect of the shares of the Holding Company vested in or allotted to him all the rights and powers of a holder or allottee of such shares and, where a right or power is exercisable by attorney or proxy, exercise it by attorney or proxy appointed by him.

(2) The Minister, or his nominees, at the direction of the Minister, may renounce the right to any shares in the Holding Company and any sums paid to the Minister or his nominees in consideration of such renunciation shall be treated for the purposes of this Act in the same manner as sums paid to the Minister or his nominees in consideration of the sale of shares.

4.—(1) Subject to section 3 (2) of this Act, every share of the Holding Company which is to be allotted or transferred to the Minister or his nominees shall be allotted or transferred either, as the Minister shall direct, to the Minister or to a person (in this section referred to as a nominee) nominated in that behalf by the Minister, and different persons may be so nominated in respect of different shares.

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

( a ) it shall be lawful—

(i) for the Minister to transfer all or any of the said shares to another person selected by the Minister to hold as his nominee the shares so transferred;

(ii) for the Minister to direct a nominee to sell, exchange or otherwise dispose of all or any of the shares of the Holding Company for the time being vested in him as such nominee;

(iii) for the Minister to direct a nominee to transfer all or any of the shares of the Holding Company for the time being vested in him as such nominee either (as shall be specified in such direction) to the Minister or to another person selected by the Minister to hold such shares as his nominee;

( b ) every nominee shall hold upon trust for the Minister all or any shares of the Holding Company for the time being vested in him as such nominee and shall sell, exchange or otherwise dispose of such shares in such manner as the Minister shall direct from time to time in writing;

( c ) every direction given under this subsection by the 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 enquire whether such direction was or was not lawfully given;

( d ) every nominee shall act in all respects in accordance with the directions of the Minister when exercising the rights and powers exercisable in respect of the shares of the Holding Company for the time being vested in him as such nominee;

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

(3) 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.

5.—(1) Any transfer order requiring or approving the transfer of property whether real or personal (including choses-in-action) by the Original Company to the New Company or any agreement or deed made under such order shall not require registration under or in pursuance of the Registration of Deeds Act, 1707, the Registration of Title Act, 1964 , section 99 of the Companies Act, 1963 , or any other Act, but shall operate for the purposes of those Acts as if the transfer were made by deed duly registered on the transfer date under or in pursuance of whichever of those Acts may be applicable thereto, and subject where necessary to a transfer in the books of any bank, corporation or company, the property so transferred shall become the property of or be held in trust for and be vested in the New Company for all the estate, term or interest for which the same immediately before such transfer was vested in or belonged to or was held in trust for the Original Company but subject to all trusts and equities affecting the same and then subsisting and capable of being performed.

(2) A transfer order referred to in subsection (1) of this section shall within fourteen days after the date thereof, or within such extended time as may be allowed by the Court, be advertised by the petitioner in the Iris Oifigiúil, and once in two daily newspapers circulating throughout the State or in such other newspapers as the Court may direct.

(3) Notwithstanding the provisions of subsection (1) of this section, any transfer order or any agreement or deed made under such order may, at the option of the New Company, be registered pursuant to the provisions of the Registration of Deeds Act, 1707, the Registration of Title Act, 1964 , section 99 of the Companies Act, 1963 , or any other Act.

6.—(1) Every person who immediately before the transfer date was an employee of the Original Company shall, on the said date, become an employee of the New Company with the same rights and subject to the same obligations and incidents in the New Company as he was subject to or enjoyed in the Original Company.

(2) Every person who is a member of or entitled to benefit under a pension or superannuation scheme of the Original Company shall, with effect from the transfer date, become a member of or be entitled to the corresponding benefit under a corresponding pension or superannuation scheme established in respect of the New Company on terms not less favourable than those under the first mentioned scheme.

(3) Any benefit payable under a pension or superannuation scheme of the Original Company to the personal representative (in his capacity as personal representative) of a deceased person formerly employed in the business of the Original Company and remaining unpaid on the transfer date shall become and be payable on that date under a corresponding pension or superannuation scheme of the New Company.

(4) Service or employment with the Original Company shall, for the purpose of ascertaining and calculating the right to benefit under any such corresponding scheme, be taken into account as if it were service or employment with the New Company but the transfer of service or employment from the Original Company to the New Company shall not, of itself, give rise to any claim to benefit under any such scheme.

(5) At the request of either the Original Company or the New Company or both, the Court may include in a transfer order as thinks appropriate such provision for transferring the whole or any part of the property and assets of any pension or superannuation scheme of the Original Company to a corresponding pension or superannuation scheme in respect of the New Company vesting it in the trustees or other persons charged with the administration of such corresponding scheme and for winding-up, dissolving or terminating any such scheme of the Original Company and the scheme shall have effect in accordance with any such provisions, any such scheme of the Original Company being wound-up, dissolved or terminated, as the case may be.

(6) Notwithstanding the provisions of the Perpetual Funds (Registration) Act, 1933 , the Irish Life Staff Pension Scheme (as set forth in a deed dated the 28th day of October, 1941, as purported to be varied by a draft deed of variation notified to the Registrar of Friendly Societies) shall have effect as if it had been registered in accordance with the provisions of the said Act on the 1st day of June, 1979.

(7) In this section:

"benefit" means any pension, annuity, lump sum, gratuity or other like payment given on retirement or payable after retirement in respect of past service or on or in connection with death during service or after retirement;

"pension or superannuation scheme of the Original Company" means a scheme, arrangement or fund established in connection with the business of the Original Company for the provision of benefit for the employees of the Original Company or their dependants on their retirement or death.

7.—(1) Where—

( a ) the business in respect of which a transfer order has been made consists of or includes the business of acting as trustee or in any other fiduciary capacity, and

( b ) the Original Company was appointed as trustee or in any other fiduciary capacity by an instrument consisting of a trust deed, settlement, covenant or agreement,

such instrument shall, on and from the transfer date, be construed and have effect as if for any reference therein to the Original Company there were substituted a reference to the New Company.

(2) References to the Original Company contained, immediately before the transfer date, in any order made under section 2 (1) of the Trustee (Authorised Investments) Act, 1958 , shall be construed on and after the transfer date as references to the New Company.

8.—(1) Section 12 of the Finance Act, 1895, shall not apply to the vesting in the New Company of any property of the Original Company by virtue of a transfer order.

(2) Stamp duty shall not be charged on any agreement, transfer, conveyance, assignment or lease whereby the business assets or liabilities of the Original Company are transferred or agreed to be transferred, in whole or in part, to the New Company.

9.—(1) Notwithstanding anything contained in sections 32 and 60 of the Companies Act, 1963 , and subject to subsection (2) of this section, it shall be lawful for an assurance company incorporated in the State to subscribe for or purchase and to hold any class of shares in its holding company out of the assets of its life assurance fund: provided that—

( a ) the shares of such class in that company subscribed for, purchased or held are listed on a recognised stock exchange, and

( b ) the total number of shares of any one class so held shall not at any one time exceed 10 per cent. of the shares in such class issued or allotted or of the voting rights attaching to that class of shares.

(2) The Minister for Industry and Commerce may attach such requirements to, or impose such restrictions on, the exercise of the power in this section as he sees fit in the interests of the prudent regulation of life assurance in the State.

(3) The Minister for Industry and Commerce may, by order, after consultation with the Minister, amend or vary the percentage referred to in subsection (1) of this section. 45

(4) An order under this section may make such transitional or temporary provisions in relation to the acquisition or disposal of the relevant shares as the Minister for Industry and Commerce sees fit to enable the order to have full effect.

(5) In this section—

"assurance company" means a company which is the holder of an authorisation under the European Communities (Life Assurance) Regulations, 1984 (S. 1. No. 57 of 1984);

"holding company" has the meaning assigned to it by section 155 of the Companies Act, 1963 ;

"life assurance fund" means the total fund of assets maintained by a life assurance company in respect of its life assurance business, not being shareholders' assets.

10.—(1) Each enactment mentioned in the second column of—

( a ) Part I of the Schedule to this Act may be repealed by order made by the Minister as on and from such date and to the extent specified in the said order, and

( b ) Part II of the Schedule to this Act may be repealed by order made by the Minister as on and from such date specified in the order and to the extent specified in the third column of the said Schedule.

(2) The Minister shall consult with the Minister for Industry and Commerce before making an order under this section.

11.—Every order made under this Act (other than an order under section 12 of this Act) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the order is passed by either such House within the next 21 days on which that House has sat after the order is laid before it, the order shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

12.—(1) This Act may be cited as the Insurance Act, 1990 .

(2) The Insurance Acts, 1909 to 1989, and this Act may be cited as the Insurance Acts, 1909 to 1990.

(3) This Act shall come into operation on such day or days as may be appointed by order or orders of the Minister, either generally or with reference to a particular purpose or provision, and different days 5 may be so appointed for different purposes and different provisions of this Act.

Section 10

SCHEDULE

Repeals of Enactments

Part I

Part II