What is a Scheme of Arrangement?
A scheme of arrangement of the type being proposed by the Company is a compromise or arrangement between a company and its creditors (or any class of them) entered into pursuant to Part 26 of the Companies Act 2006.
A scheme of arrangement becomes legally binding on a company and its creditors or any class of them if:
(i) a majority in number representing 75% in value of the creditors, or any class of creditors, present and voting in person or by proxy, vote in favour of the scheme of arrangement at a meeting specially convened with the permission of the Court; and
(ii) the Court subsequently sanctions the scheme of arrangement; and
(iii) an office copy of the order of the Court to that effect is delivered for registration to the Registrar of Companies.
A scheme of arrangement cannot be proposed and implemented unless it can be shown that the Court has the power to sanction it.
As the Company is a Guernsey registered company, in order for the Court to sanction the Scheme, a sufficient connection between the Company and England must be established. The Company wrote most of the business included within the Scheme through London market brokers. The majority of the Company's policyholders are located in England as are the Company's reinsurers who provided protection in respect of the business included in the Scheme. The run-off of all the business is also being managed in England. In addition, most of the liabilities included within the scope of the Scheme arise out of contracts governed by English law.
It is therefore the Company's belief that both the business included within the scope of the Scheme and the Company itself, has a sufficient connection with England for the Court to be able to exercise its powers to sanction the Scheme.
What business is covered by the Scheme?
Scheme Creditors are all policyholders having claims or potential future claims arising under or in connection with:
- all insurance and reinsurance policies underwritten by the Company; and
- all insurance and reinsurance policies underwritten by Meadows Syndicate, Inc as a member of the New York Insurance Exchange, Inc.
Policyholders of Meadows Syndicate, Inc should note that the Company has assumed liability in respect of present and future claims arising under the policies described in (ii) above. Further, the Company's liability to such policyholders will be dealt with in accordance with the terms of the Scheme.
Please refer to the Documents for further information.
How many classes of creditors are there?
There are two classes of creditors and two separate meetings will therefore be held. One meeting for Scheme Creditors with Notified Outstanding Claims and one meeting for Scheme Creditors with IBNR Claims.
Notified Outstanding Claims include those arising out of liabilities or losses which have been notified to the Scheme Creditor but which are not yet certain in amount and those arising out of losses which have been notified to the Scheme Creditor and are certain in amount. IBNR Claims are those arising out of liabilities or losses which have been incurred but have not yet been reported to the Scheme Creditor and, for the avoidance of doubt, may include an allowance for IBNER.
How can I be sure that my vote will be valued fairly?
Kindly note that an Independent Vote Reviewer will be appointed to review the valuation of Scheme Creditors' Claims for voting purposes.
Once the Scheme becomes effective, how will Claims be valued?
Please refer to the Estimation Guidelines and the Supporting Evidence Guidelines at Appendices 1 and 2 to the Scheme. These can be found in the Documents section.
What happens if the Company and a Scheme Creditor disagree on the value to be placed on a Claim?
All disputed claims will be referred to an Independent Expert who will value the Claims by reference to the Estimation Guidelines. Please refer to the Documents section.
What are the key dates I should be aware of?
Please refer to the Key Dates section.
It may also be useful to return to the website Home page on a regular basis to see the Latest News.
Who do I speak to if I need help?
Please refer to the Contact Us page.
How do I vote at the forthcoming meetings?
You may either attend the meetings in person in order to vote, or you may vote by proxy.
For details of the meetings please refer to the Key Dates section.
If you require a proxy form, please go to the Documents section.
It may also be useful to return to the website Home page on a regular basis to see the Latest News.
Where do I find Claim Forms?
Please refer to the Documents section where all relevant scheme documents can be viewed, printed and downloaded or, alternatively, Contact Us for paper copies.
When do I need to make a Claim?
Scheme Creditors will be required to submit their Claims to the Company by completing and returning a Claim Form, which must be received by the Company c/o Ambant Limited by the Final Claims Submission Date of 14th December 2009 no later than 17:30 London Time.
Claims not submitted by that date and time will be deemed to have been satisfied in full.
Notwithstanding the above, the Company will settle all unpaid balances that have been advised to and agreed by the Company and reconciled with the relevant broker and/or Scheme Creditor prior to the Effective Date, provided those Claims are not time barred or otherwise unenforceable, whether or not the Scheme Creditor concerned submits details of such balances on a Claim Form.
The Key Dates section will let you know when you need to file your Claim. It may also be useful to return to the website Home page on a regular basis to see the Latest News.
When will I be paid?
The Scheme should enable Scheme Creditors to have their Claims agreed or determined and paid in full considerably sooner than if the run-off of the Company's business were to continue until all claims matured in the ordinary course of the run-off.
The projected date for payment to Scheme Creditors under the Scheme is TBA 2009.
Our company address has changed - how do I let you know?
Please use the Contact Us section to send us your latest details.