Asteron Life & Superannuation Limited, in the Matter of Asteron Life & Superannuation Limited [2021] FCA 708

THE COURT ORDERS THAT:

Pursuant to subsection 191(5) of the Life Insurance Act 1995 (Cth) (the Act), the need for compliance with paragraph (c) of subsection 191(2) of the Act be dispensed with insofar as it requires that a summary of the Scheme approved by the Australian Prudential Regulation Authority (APRA) (Scheme Summary) be given to: (a) each owner of policies issued by Asteron Life & Superannuation Limited, the first applicant (Asteron Life) referable to its Statutory Funds 1 and 2 (Asteron Life Policy Owners); and (b) each owner of policies issued by TAL Life Limited, the second applicant, (TAL Life) referable to its Statutory Funds 1, 2 and 3 (TAL Life Policy Owners), provided that the applicants comply with order 2 below.
The applicants carry out the following steps: Publication (a) on or shortly after 8 July 2021, publish the notice of intention to make the application to the Court for confirmation of the Scheme (Notice of Intention), in the form of Annexure A to these orders and approved by APRA, in: (i) the Commonwealth Government Notices Gazette (Gazette); and (ii) the company announcements section of the newspapers approved by APRA as listed in Annexure C to these orders; Webpages and email (b) from on or shortly after 9 July 2021 (but not before the Notice of Intention has been published), up to and including the Effective Time (as defined in the Scheme document), make copies of the following documents available for viewing and download on the dedicated webpages set out in order 2(c) (webpages): (i) the Notice of Intention; (ii) the Scheme document; (iii) the Scheme Summary; (iv) the actuarial reports of Joshua Corrigan, the Appointed Actuary of the first and second applicants; and (v) the actuarial report of John Nicholls, an independent actuary, (together, the scheme documents); (c) from on or shortly after 9 July 2021, up to and including the Effective Time, include links to the scheme documents at the following webpages on the "Asteron Life" and "TAL Life" branded websites of TAL Dai-ichi Life Australia Pty Limited: (i) (Asteron Life Website); and (ii) (TAL Life Website); (d) from on or shortly after 8 July 2021 until the date of the confirmation hearing of the Scheme, establish a dedicated email address as specified in the Scheme Summary to receive enquiries about the Scheme; Mail out (e) on or shortly after 16 July 2021, send, by regular pre-paid post, the Scheme Summary to Asteron Life Policy Owners, except for those Asteron Life Policy Owners for whom the first applicant has no record of a current mailing address; (f) in the event that any posted material referred to in order 2(e) is returned undelivered up to and including 15 days prior to the date of the confirmation hearing, to the extent reasonably practicable, follow the returned mail procedure (as described in the affidavit of David Lees sworn on 15 June 2021) for the posted material referred to in order 2(e); (g) for persons who become Asteron Life Policy Owners on and from 11 June 2021 up to the Effective Time, provide a copy of the Scheme Summary by regular pre-paid post after the mail out described above in order 2(e); Call Centre (h) from on or shortly after 8 July 2021 up to and including the date of the confirmation hearing, establish a call centre to handle calls about the Scheme made to the dedicated toll free phone number in Australia specified in the Notice of Intention (call centre); (i) train call centre staff to handle calls to the call centre relating to the Scheme; Other Notification (j) on request, from on or shortly after 16 July 2021 until the date of the confirmation hearing, as soon as reasonably practicable, provide a copy of the scheme documents to the Asteron Life Policy Owners and TAL Life Policy Owners free of charge; (k) from on or shortly after 16 July 2021, send, by email, a general overview of the Scheme and links to the Scheme Summary and other scheme documents on the TAL Life Website to the trustees of registrable superannuation entities who are TAL Life Policy Owners; (l) from on or shortly after 16 July 2021, send, by email, a general overview of the Scheme and links to the Scheme Summary and other scheme documents on the Asteron Life Website or the TAL Life Website to financial advisers, brokers and financial advice licensees on a distribution list maintained by Asteron Life and TAL Life before or after the publication of the Notice of Intention; (m) from on or shortly after 9 July 2021 (but not before the Notice of Intention has been published), publish a short notification about the Scheme, including details of how affected policy owners can access further information about the Scheme, through the following social media channels maintained by Asteron Life and TAL Life: a. a Facebook page maintained by Asteron Life, accessible at ; b. a Facebook page maintained by TAL Life, accessible at ; c. a LinkedIn page maintained by TAL Life, accessible at ; d. a Twitter feed maintained by TAL Life, accessible at ; and Public Inspection (n) from 23 July 2021 to 20 August 2021, make a copy of the scheme documents available for public inspection from 9.00am to 5.00pm on weekdays (excluding public holidays) at each location approved by APRA and set out in Annexure B to these orders.

ALLSOP CJ: 1 In this matter, orders are sought for dispensation with the need for compliance with s 191(2)(c) of the Life Insurance Act 1995 (Cth) in relation to the matter of a transfer of life insurance business from Asteron Life and Superannuation Limited to TAL Life Limited (the Scheme). Having read and considered the evidence filed in the dispensation hearing, being the affidavits of David Lees of 15 June 2021, Anne Clark of 23 June 2021 and Joshua Corrigan of 24 June 2021 and the other exhibits filed today, and having considered the submissions of counsel, Mr Hollo of senior counsel on behalf of the applicant companies and Ms Laing appearing for the Australian Prudential Regulation Authority, I am prepared to make orders for dispensation in the form to which I will come in a moment. 2 There are some issues of principle in relation to a consideration of dispensation under s 191 which should be dealt with and I will deal with these and my detailed reasons for dispensation in the future judgment after the confirmation hearing. For now I am persuaded on that evidence and from those submissions that the Court may dispense with the need for compliance with s 191(2)(c) in relation to the Scheme because I am satisfied that because of the nature of the Scheme, and all the circumstances attending its preparation, it is not necessary that s 191(2)(c) be complied with as long as there is compliance with Order 2 that I will make. 3 The matter will be listed for the confirmation hearing on Friday, 10 September 2021 at 10:15am and I grant liberty to apply on two days' notice. I certify that the preceding three (3) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Chief Justice Allsop.

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