Schedule 1Mergers and acquisitions

Schedule 1 – Mergers and acquisitions

Trust

The trust referred to in subrule 11(3) is to include the following terms:

(a) [the transferor insurer] must, at [the transferee insurer’s] expense (including [the transferor insurer’s] internal costs and any legal fees), enforce or exercise any rights relating to those assets against any third party in the manner that [the transferee insurer] reasonably directs.

(b) [the transferor insurer] must, if [the transferee insurer] cannot lawfully perform an obligation or exercise a right of [the transferor insurer] in relation to those assets, at the request and expense of [the transferee insurer], perform that obligation or exercise that right.

(c) [the transferor insurer] must pay all benefits arising from those assets (or the affected part of the business) to [the transferee insurer].

(d) [the transferee insurer] must duly perform any obligations in relation to those assets on behalf of [the transferor insurer] at its own expense.

2. Actions for transfer of assets and liabilities for purposes of subparagraph 14(b)(ii) of the Rules

For each transferring fund, the transferor insurer must give to the relevant transferee insurer for the assets and liabilities of the transferring fund which are being transferred to the transferee insurer:

(a) possession of assets which are physical assets; and

(b) certificates of title, registration certificates and other documents or instruments which evidence ownership of assets of the fund; and

(c) duly executed assignments or novations of relevant contracts and evidence of the written consent of relevant third parties to the assignments or novations of the contracts; and

(d) duly executed assignments or novations of leases and evidence of the written consent of the landlord to the assignments or novations of the leases; and

(e) occupation of any leasehold properties which are assets of the transferee fund; and

(f) duly executed assignments or change of ownership forms to transfer intellectual property assets of the fund to the Transferee; and

(g) an irrevocable notice of cancellation of all signatories for each bank account containing fund assets (fund bank account) addressed to the relevant bank and a notice of consent to the appointment of the transferee’s nominees as signatories on the account; and

(h) an irrevocable written direction addressed to each relevant bank on and from the transfer date to act in relation to a fund bank account with the bank only on the directions of the transferee; and

(i) all notices, executed transfers in registrable form, certificates and other instruments or documents required under any applicable law in connection with the transfer of the assets of the fund required to transfer title to the transferee; and