Notice revoking the authorization granted to Vitamédica, S.A. de C.V. to organize and operate as a specialized health insurance institution

DOF: 25/04/2016

OFFICE LETTER revoking the authorization granted to Vitamédica, S.A. de C.V. to organize and operate as a specialized health insurance institution.

At the margin, a seal with the National Coat of Arms, which says: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Bonds.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory Services.- File: C00.411.13.4.1-H0710"15".- Office No. 06-C00-41100/24630.

SUBJECT:

Revocation of the authorization to organize and operate as a specialized health insurance institution is reported.

VITAMÉDICA, S.A. DE C.V.

Av. Xola 535, Floor 17 Col. Del Valle Del. Benito Juárez 03100 Mexico City, D.F.

Attention to: Lic. Adrián Moreno Díaz Legal Representative

The National Commission of Insurance and Bonds, with the agreement of its Board of Directors, and based on articles 74, first paragraph, 332, section XI, 334, second paragraph, 369, section II, 370, fourth paragraph, 372, section XLI, 373, 389, 443, section I, 444, sections I and II, and 445 of the Law of Insurance and Bond Institutions, in relation to Provisions 29.3.5. and 29.3.6. of the Unified Insurance and Bonds Circular, as well as articles 6° and 9° of the Internal Regulations of the National Commission of Insurance and Bonds, issues the resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

I.

The Federal Government, through the Ministry of Finance and Public Credit, through Office No. 101.-01831 of November 26, 2003, published in the Official Gazette of the Federation on March 8, 2004, based on articles 31, sections VIII and XXV, of the Organic Law of the Federal Public Administration, as well as 1°, 2°, 5°, 7°, section II, subsection C and penultimate paragraph of said article, 33-A, 33-B and 33-C of the General Law of Insurance and Mutual Societies, article 6, section XXII of the Internal Regulations of the Ministry of Finance and Public Credit, in relation to the "Rules for the Operation of the Health Branch", issued by such Ministry, all in force on that date, granted authorization to Vitamédica, S.A. de C.V., to organize and operate as a specialized health insurance institution, a subsidiary of Citigroup, Inc., through Citicorp, Inc., both of Delaware, United States of America, through Seguros Banamex, S.A. de C.V., Banamex Financial Group, becoming authorized to exclusively practice the operation of accident and disease insurance, in the health branch, having a minimum fixed capital without right to withdrawal of $13,000,000.00 M.N., with social domicile in Mexico City, Federal District.

II.

By Office 366-IV-DG-270/05 of October 25, 2005, the Ministry of Finance and Public Credit modified Article Two of the authorization granted to Vitamédica, S.A. de C.V., by expanding its corporate purpose, to include in the operation of accidents and diseases, the medical expenses branch.

III.

By Office 366-IV-DG-014/06 of January 26, 2006, the Ministry of Finance and Public Credit modified the Preamble, as well as Articles One and Three, base II, subsection a) of the authorization granted to Vitamédica, S.A. de C.V., a subsidiary of Citigroup, Inc., through Citicorp, Inc., through Seguros Banamex, S.A. de C.V., Banamex Financial Group, by its conversion to a subsidiary of BBVA International Investment Corporation, of the Free Associated State of Puerto Rico, through BBVA Bancomer Financial Group, S.A. de C.V., through Preventis, S.A. de C.V., BBVA Bancomer Financial Group and an increase in its minimum fixed social capital without right to withdrawal from $13,000,000.00 M.N. to $25,000,000.00 M.N.

IV.

By Office 366-II-057/13 of February 8, 2013, the Ministry of Finance and Public Credit approved the spin-off of Vitamédica, S.A. de C.V., into two legally and economically independent entities, with that insurer subsisting and Vitamédica Administradora, S.A. de C.V. emerging as the spun-off company, to which the operations identified as analogous and related operations were transferred, with all the rights and obligations corresponding to the spun-off company. Understanding that Vitamédica, S.A. de C.V., would maintain the insurance operations it had contracted, in order to subsequently transfer them via portfolio transfer to Preventis, S.A. de C.V., respecting all and each of the terms and conditions of the corresponding contracts and the rights and obligations derived from them.

V.

By letter dated May 23, 2014, Vitamédica, S.A. de C.V., requested authorization from the Ministry of Finance and Public Credit to assign its insurance portfolio of the "Major Medical Individual/Family Plan" "A", Plan "B" and Plan "C" product, in favor of BBVA Bancomer Health Insurance, S.A. de C.V., BBVA Bancomer Financial Group, as the assignee entity, in accordance with the portfolio transfer agreement of December 17, 2013, celebrated between both institutions. By Office No. 366-III-1347/14 of December 22, 2014, the Ministry of Finance and Public Credit granted its authorization for Vitamédica, S.A. de C.V., to carry out the assignment described in the previous paragraph, in the capacity of assignor company.

VI.

With a letter of April 6, 2015, received on the same date, Lic. Adrián Moreno Díaz, legal representative of Vitamédica, S.A. de C.V., requested the declaration of revocation of the authorization granted to said institution to organize and operate as a specialized health insurance institution, which includes its operations in the medical expenses branch, attending to the determination of its shareholders, as resolved in the Extraordinary General Shareholders' Meeting of April 4, 2015, whose certified Minutes by the Secretary of the Board of Administration of said society, were sent attached to its request.

VII.

Through Office 06-367-II-1.1/04209 of June 5, 2015, this Commission requested complementary information in order to be able to analyze the respective request.

VIII.

Through the letter of June 19, 2015, received on the same date, Lic. Adrián Moreno Díaz, legal representative of Vitamédica, S.A. de C.V., requested an extension to comply with the office cited in the previous paragraph.

IX.

Through a letter of June 26, 2015, received on the same date, the aforementioned legal representative of Vitamédica, S.A. de C.V., sent information in response to its request and in response to the information request made by this Commission through Office 06-367-II-1.1/04209. Attached to said letter, the petitioner sent, among other documents, a certification "prepared by the Secretary of the Board of Administration of said society" of the Minutes of the Extraordinary General Shareholders' Meeting of June 24, 2015, in which, among others, the financial statements of the society as of June 12, 2015 were approved; the liquidation of the society in accordance with the Law of Insurance and Bond Institutions; and BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group, was appointed as Liquidator.

X.

Through the letter of June 29, 2015, received on the same date, the aforementioned legal representative of Vitamédica, S.A. de C.V., stated that due to an involuntary error in the letter of June 26, the exhibition of the society's financial statements was omitted, so they were sent attached to the letter of June 29, 2015.

XI.

Likewise, through the letter of July 21, 2015, received on the same date, the aforementioned legal representative of Vitamédica, S.A. de C.V., made various statements related to the merit request.

XII.

By Office 06-367-II-1.1/07245 of July 22, 2015, this Commission requested complementary information in order to verify that the liquidator appointed by the aforementioned institution in the Extraordinary General Shareholders' Meeting of June 24, 2015, met the requirements established in article 396 in relation to 444, section II, of the Law of Insurance and Bond Institutions.

XIII.

Through a letter of July 28, 2015, received on the same date, the aforementioned legal representative of Vitamédica, S.A. de C.V., sent information in response to the reference request and in response to the information request made by this Commission through Office 06-367-II-1.1/ 07245; likewise, it stated that the aforementioned institution was looking for a new liquidator, so it requested an extension of the deadline to conclude the declaration of revocation process.

XIV.

By Office 06-367-II-1.1/08526 of August 5 of this year, this Commission granted the aforementioned institution a five-day business day extension to present the information required through Office 06-367-II-1.1/07245.

XV.

Through the letter of August 14, 2015, received on the same date, the aforementioned legal representative of Vitamédica, S.A. de C.V., sent information in response to the reference request and in response to Offices 06-367-II-1.1/04209 and 06-367-II-1.1/07245. Additionally, attached to said letter, the petitioner sent, among other documents, a certification "prepared by the Secretary of the Board of Administration of said society" of the Minutes of the Extraordinary General Shareholders' Meeting of June 24, 2015 (sic), in which, among others, the financial statements of the society as of June 12, 2015 were approved; the liquidation of the society in accordance with the Law of Insurance and Bond Institutions; and Mr. Juan Pedro Zamora Sánchez was appointed as Liquidator.

CONSIDERATIONS

I.

That based on article 332, section XI, of the Law of Insurance and Bond Institutions, this Commission, with the agreement of its Board of Directors, and after hearing the insurance institution, is competent to declare the revocation of the authorization to operate as an insurance institution.

II.

That through the letter indicated in Background VII, Lic. Adrián Moreno Díaz, legal representative of Vitamédica, S.A. de C.V., requested the declaration of revocation of the authorization granted to said institution to organize and operate as a specialized health insurance institution, having been agreed upon in its Extraordinary General Meetings of dates April 4, June 24 and June 24 (sic) of 2015.

III.

That this Commission granted the right to be heard to Vitamédica, S.A. de C.V., upon receiving its revocation request indicated in the previous consideration, allowing it to expose what it deemed appropriate, requesting information, granting it the applicable legal deadlines for delivery, receiving it and evaluating it.

IV.

That once the documentation and information sent by the petitioners was reviewed by this Commission, it was determined that the cause for revocation of the authorization provided for in article 332, section XI, of the Law of Insurance and Bond Institutions is met.

V.

That from the analysis indicated in the previous Consideration, this Commission determined that Vitamédica, S.A. de C.V., is in the cause for revocation of the authorization determined in article 332, section XI, of the Law of Insurance and Bond Institutions, having accredited the performance of the acts established in articles 443, section I, 444, sections I and II, and 445 of the Law of Insurance and Bond Institutions; in Provisions 29.3.5. and 29.3.6. of the Unified Insurance and Bonds Circular; as well as in articles 10, 229, section III, and 234 of the General Law of Commercial Societies.

VI.

That on October 13, 2015, the Authorizations Committee of the Board of Directors of the National Commission of Insurance and Bonds issued a favorable opinion to the Board of Directors of the National Commission of Insurance and Bonds, regarding the feasibility of the request for revocation of the authorization granted to Vitamédica, S.A. de C.V.

VII.

That based on the previous considerations, the Board of Directors of the National Commission of Insurance and Bonds in its session of October 27, 2015, agreed to revoke the authorization granted to Vitamédica, S.A. de C.V., instructing the President of the National Commission of Insurance and Bonds to execute and notify said agreement.

Based on the above, the National Commission of Insurance and Bonds resolves:

FIRST.- Vitamédica, S.A. de C.V., is notified that the Board of Directors of the National Commission of Insurance and Bonds, through an agreement adopted in its session 184 held on October 27, 2015, based on article 369, section II, of the Law of Insurance and Bond Institutions, taking into consideration the favorable opinion of the Authorizations Committee of the Board of Directors of the same Commission issued in its session of October 13, 2015, resolved to revoke the authorization granted and under which Vitamédica, S.A. de C.V., operates, based on articles 74, first paragraph, 332, section XI, 334, second paragraph, 369, section II, 370 and 372, section XLI, of the Law of Insurance and Bond Institutions; in Provisions 29.3.5. and 29.3.6. of the Unified Insurance and Bonds Circular, in relation to articles 6° and 9° of the Internal Regulations of the National Commission of Insurance and Bonds.

The above, attending to the fact that the petitioners requested the revocation of the authorization granted to said institution to organize and operate as a specialized health insurance institution, as well as the one granted to include in its operations the medical expenses branch.

SECOND.- This declaration of revocation incapacitates Vitamédica, S.A. de C.V., to issue any insurance, from the date on which said insurance institution is notified of it.

THIRD.- The liquidator of Vitamédica, S.A. de C.V., must send to this Commission, within ninety business days following the date on which this Office is notified, the original and a copy by notarial comparison of the deed of protocolization of the Minutes of the Extraordinary General Assembly in which the agreements adopted by said social body are provided, consisting of:

a)

The approval of the financial statements, in which obligations derived from insurance, reinsurance or suretyship contracts are no longer registered under Vitamédica, S.A. de C.V., as established in article 443, section I, subsection b), of the Law of Insurance and Bond Institutions;

b)

The appointment of the liquidator who will carry out the liquidation, with the documentation that accredits that it meets the requirements of article 396 of the Law of Insurance and Bond Institutions;

c)

The approval of the start of the liquidation procedure in accordance with what is provided in article 444, section I, of the Law of Insurance and Bond Institutions; and

d)

The request to this Commission for the revocation of the authorization granted to Vitamédica, S.A. de C.V., to organize and operate as a specialized health insurance institution, for its approval and subsequent registration in the corresponding Public Commerce Register.

FOURTH.- The liquidator designated in terms of what is indicated in subsection b) of Resolution Third of the present, must instrument and adopt a calendarized work plan in accordance with subsection c) of section III of article 444 of the Law of Insurance and Bond Institutions, must send it to this Commission in terms of Provision 29.3.5. of the Unified Insurance and Bonds Circular, which must contain the procedures and measures necessary for pending obligations to be settled no later than within the year following the date on which its appointment was presented, as well as present the following information in accordance with what is provided in Provision 29.3.6. of the Unified Insurance and Bonds Circular, as part of the start of the conventional liquidation process:

I.

The report that the liquidator elaborates regarding the integral situation of the society, from the information it receives from the administrators, relative to the assets, books and documents of the society, to have an inventory of its assets and liabilities; and

II.

The initial balance of the liquidation, which must be accompanied by the report of an independent external auditor of recognized experience that the liquidator hires for such effect.

Additionally, in accordance with Provision 29.3.7. of the Unified Insurance and Bonds Circular, the liquidator must deliver to this Commission, within ten business days following the close of each month, on the progress of the liquidation process which must contain, as a minimum, the following information:

I.

Monthly balance sheet and income statement, as well as its trial balance at the first level highlighting the main changes with respect to the previous month;

II.

Report on the monthly progress of the liquidation process and the actions carried out by the conventional liquidator to comply with the obligations indicated in section III of article 444 of the Law of Insurance and Bond Institutions; and

III.

Analysis of expenses incurred within the liquidation process, with monthly detail and accumulated from the start of the liquidation.

Finally, in accordance with what is provided in Provision 29.3.8. of the Unified Insurance and Bonds Circular, the liquidator, prior to its publication in the Official Gazette of the Federation and in a newspaper of national circulation, must present to this Commission the final balance of the liquidation and the income statement of the liquidation process, accompanied by the report of an independent external auditor of recognized experience that the liquidator hires for such effect, in the terms indicated in Annex 29.3.4., of the aforementioned Circular. Likewise, the liquidator must carry out the publication of the present resolution in the Official Gazette of the Federation and in two newspapers of wide circulation of the social domicile of the institution to be liquidated, in the terms indicated in this office letter.

FIFTH.- Vitamédica, S.A. de C.V., must finalize the obligations at its charge derived from labor or commercial relations that, in its case, it had with its insurance agents, the commissions to which they have right for the policies contracted with their intermediation must be covered, while they remain in force, the above based on article 25 of the Regulations of Insurance and Bond Agents.

It is suggested that the natural or legal persons intervening in the merit request, observe the labor, commercial and tax provisions that apply to them, since this Commission is not authorized to regulate such situations.

These resolutions are issued in the exercise of the powers of the National Commission of Insurance and Bonds, based on the information provided by Vitamédica, S.A. de C.V., contained in the letters cited in the Backgrounds and is limited exclusively to the revocation of the authorization granted to Vitamédica, S.A. de C.V., to organize and operate as a specialized health insurance institution, as well as the one granted to include in its operations the medical expenses branch, requested through the letter of April 6, 2015, which in accordance with the applicable provisions competes to resolve to this Commission with the agreement of its Board of Directors, and does not prejudge the performance of any other act that Vitamédica, S.A. de C.V., carries out, which implies the prior authorization or approval of other authorities nor does it validate any act that has been carried out in contravention of current regulations.

The above based on articles 74, first paragraph, 332, section XI, 334, second paragraph, 369, section II, 370, fourth paragraph, 372, section XLI, 373, 389, 443, section I, 444, sections I and II, and 445, of the Law of Insurance and Bond Institutions, in relation to Provisions 29.3.5. and 29.3.6. of the Unified Insurance and Bonds Circular, as well as in articles 6° and 9° of the Internal Regulations of the National Commission of Insurance and Bonds.

TRANSITIONAL

SINGLE.- This notification, through which the declaration of revocation made by the Board of Directors of the National Commission of Insurance and Bonds is informed, must be published in the Official Gazette of the Federation and in two newspapers of wide circulation of the social domicile of the insurance institution to be liquidated, within one hundred twenty days following the date of notification, in terms of what is provided in article 334, second paragraph, of the Law of Insurance and Bond Institutions, at the expense of the interested parties.

Likewise, it must be registered in the Public Commerce Register in accordance with what is provided by article 334, second paragraph, of the Law of Insurance and Bond Institutions within a period of ninety days counted from said notification.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, D.F., October 29, 2015. - The President of the National Commission of Insurance and Bonds, Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 429935)

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