Revised Laws of Saint Lucia (2021)

133.   Confirmation of a scheme of transfer

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    (1)   Before a scheme for the transfer or amalgamation of insurance business of a company is confirmed by the Registrar—

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      (a)     certified copies of the assets and liabilities of the companies engaged in the transfer or amalgamation shall be submitted to the Registrar;

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      (b)     a copy of the scheme together with copies of the actuarial and other reports, if any, upon which the scheme was founded, shall be submitted to the Registrar;

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      (c)     copies of the scheme and of every report submitted to the Registrar or summaries of the scheme and reports approved by the Registrar shall, unless the Registrar otherwise directs, be transmitted to every policy-holder affected by the scheme by the companies engaged in the transfer or amalgamation, at least 15 days before the application for confirmation of the scheme is to be heard;

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      (d)     notice of the intention to make the application (the notice to contain such particulars as may be prescribed by the Registrar) shall, not less than one month after the copy of the scheme is submitted to the Registrar be published in the Gazette and in such local newspapers as may be approved by the Registrar;

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      (e)     the scheme shall be open for inspection by any policy-holder or shareholder affected by it, for a period of 15 days after the publication of the notice, at the office of each company engaged in the transfer or amalgamation;

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      (f)     the Registrar may cause a report on the scheme to be made by an independent actuary and shall cause a copy of the report to be sent to each of the companies engaged in the transfer or amalgamation; and

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      (g)     the Registrar may give directions concerning—

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        (i)     the publication of advertisements of the scheme,

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        (ii)     the giving of notices to shareholders, policy-holders or creditors of the companies,

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        (iii)     the holding of meetings of any company affected,

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    and such directions shall be complied with by the person to whom they are given.

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    (2)   When confirmed by the Registrar, the scheme shall be binding on all persons and shall have effect despite anything in the instruments constituting the company or in the articles of association or in any rules of the company and the directors of any company affected by the scheme shall cause a copy of the scheme to be filed with the Registrar of Companies.

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    (3)   All expenses incurred by the Registrar in obtaining the report of any actuary on the scheme shall be defrayed by the companies engaged in the transfer or amalgamation, and any sum due in respect of those expenses may be recovered summarily as a civil debt by the Registrar from the companies either jointly or severally.