The PRA’s approach to insurance business transfers

The PRA’s approach to insurance business transfers Statement of policy 3/15 July 2026 This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority The PRA’s approach to insurance business transfers Statement of policy 3/15 July 2026 © Bank of England 2026 Prudential Regulation Authority | 20 Moorgate | London EC2R 6DA This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 1 Contents
1: Introduction ............................................................................................................ 2
2: Transfers of insurance business under Part VII of the Financial Services and Markets Act
2000........................................................................................................................... 4
Introduction to insurance business transfers ....................................................... 4
The regulators ..................................................................................................... 5
Initial steps........................................................................................................... 6
Independent expert.............................................................................................. 7
Consultation with foreign regulators ...................................................................17
Notice provisions ................................................................................................17
Statement to policyholders .................................................................................18
Assessment of scheme and the PRA’s report(s) to the court .............................19
Post-transfer advertising.....................................................................................23
3: Insurance business transfers from Switzerland ....................................................24
Introduction.........................................................................................................24
PRA response to proposal..................................................................................24
4: Friendly society transfers and amalgamations and transfers ................................25
Introduction.........................................................................................................25
General Considerations ......................................................................................25
Overview of the amalgamation and transfer process..........................................28
Part A: Planning and preparation........................................................................30
Part B: Recording and analysing the transfer .....................................................34
Part D: Formal application, public notices, and representations .........................44
Part E: Confirmation Assessment Meeting(s) and related processes.................50
This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 2 1: Introduction
1.1 The purpose of this statement of policy (SoP) is to set out the approach and expectations
of the Prudential Regulation Authority (PRA) in relation to transfers of insurance business under Part VII of the Financial Services and Markets Act 2000 (FSMA), insurance business transfers from Switzerland, and friendly society transfer of engagements and amalgamations. It is relevant to insurance firms and friendly societies authorised by the PRA.
1.2 While this statement sets out the PRA’s expectations in relation to insurance business
transfers, the PRA will consult with the Financial Conduct Authority (FCA) in advance of making certain decisions in respect of a transfer and will seek to avoid introducing, inadvertently, incompatible requirements. 1 . The FCA has also set out its own approach to and expectations in respect of insurance business transfers in SUP 18 of the FCA Handbook and FCA Final Guidance (FG) 18/4: The FCA’s approach to the review of Part VII insurance business transfers. 2
1.3 Chapter 2 is aimed at any firm, or one or more underwriting members of the Society of
Lloyd’s, or one or more persons who have ceased to be such a member, proposing to make an application to transfer the whole or part of its business by an insurance business transfer scheme under section 107 of the FSMA or to accept such a transfer. Chapter 2 is also aimed at the independent expert approved by the PRA to make the scheme report under section 109 of FSMA.
1.4 Chapter 3 is aimed at any firm proposing to accept transfers of insurance business from
Switzerland.
1.5 Chapter 4 is aimed at any friendly societies proposing to amalgamate under section 85 of
the Friendly Societies Act 1992, to any friendly society proposing to transfer engagements under section 86 of that Act to another person or body of persons and to any person or body of persons (whether or not a friendly society) proposing to accept such a transfer.
1.6 Chapter 2 should be read in conjunction with Part VII of FSMA, all relevant secondary
legislation 3 and the high-level expectations outlined in ‘The Prudential Regulation Authority’s 1 See Memorandum of Understanding Between the Financial Conduct Authority and the Bank of England (exercising its prudential regulation functions), July 2019: https://www.bankofengland.co.uk/- /media/boe/files/memoranda-of-understanding/fca-and-bank-prudential-july-2019.pdf. 2 https://www.fca.org.uk/publications/finalised-guidance/fg18-04-review-part-vii-insurance-business￾transfers[Deleted]. 3 Including but not limited to, the Financial Services and Markets Act 2000 (Control of Business Transfers) (Requirements on Applications) Regulations 2001 (SI2001/3625), the Financial Services and Markets Act 2000 (Control of Transfers of Business Done at Lloyd’s) Order 2001 (SI 2001/3626), the amendments to FSMA made by the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (SI 2019/632) and, if relevant, the transitional provision in the Financial Services (Miscellaneous )(Amendment) (EU Exit) Regulations 2019 (SI 2019/710). This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 3 approach to insurance supervision’. 4 Chapter 3 should be read in conjunction with the Friendly Societies Act 1992 and ‘The Prudential Regulation Authority’s approach to insurance supervision’. 5
1.7 In this statement, reference to ‘the regulators’ means the PRA and the Financial Conduct
Authority (FCA).
4 The Prudential Regulation Authority’s approach to insurance supervision, October 2018.https://www.bankofengland.co.uk/-/media/boe/files/prudential-regulation/approach/insurance-approach￾2018.pdf. 5 Ibid, footnote 3. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 4 2: Transfers of insurance business under Part VII of the Financial Services and Markets Act 2000 Introduction to insurance business transfers
2.1 Insurance business transfers that are subject to Part VII of FSMA 6 must be approved by
the court under section 111 of FSMA. The following pieces of statutory legislation also apply:
(1) The Financial Services and Markets Act 2000 (Control of Business Transfers) (Requirements on Applicants) Regulations 2001 (SI 2001/3625) (the Business Transfers Regulations). (2) The Financial Services and Markets Act 2000 (Control of Transfers of Business Done at Lloyd’s) Order 2001(SI 2001/3626) (the Lloyd’s Order). 2.1A These regulations set out minimum requirements for publicising schemes, notifying certain interested parties directly (subject to the discretion of the court), and giving information to anyone who requests it.
2.2 An insurance business transfer scheme is defined in section 105 of FSMA and the
definition includes transfers from underwriting members and former members of Lloyd’s. The business transferred may include liabilities and potential liabilities on expired policies, liabilities on current policies and liabilities on contracts to be written in the period until the transfer takes effect. The parties to schemes approved under foreign legislation or involving novations of reinsurance or a captive insurer can apply to the court for an order sanctioning the scheme.
2.3 The PRA is likely to consider a novation or a number of novations as amounting to an
insurance business transfer only if their number or value were such that the novation was to be regarded as a transfer of part of the business. A novation is an agreement between the policyholder and two insurers whereby a contract with one insurer is replaced by a contract with the other. If an insurer agrees to meet the liabilities (this may include undertaking the administration of the policies) of another insurer by means of a reinsurance contract, including Lloyd’s reinsurance to close, this would not constitute an insurance business transfer because the contractual liability remains with the original insurer; nor would an arrangement whereby an insurer offers to renew the policies of another insurer on their expiry date. 6 As amended by the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (SI 2019/632) This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 5
2.4 Under section 112 of FSMA, the court has wide discretion to transfer property and
liabilities to the transferee and to make orders in relation to incidental, consequential and supplementary matters.
2.5 Amalgamations of friendly societies and transfers of engagements from friendly societies
to other bodies (whether or not friendly societies) are governed by Part VIII of the Friendly Societies Act 1992 and Schedule 15 to that Act applies.
2.6 Legislation in respect of other transactions, does not negate the requirements under Part
VII of FSMA. It is for the firms participating in such transactions to determine whether or not the proposed transfer gives rise to an insurance business transfer. The regulators
2.7 Part VII of FSMA prescribes certain statutory functions in relation to insurance business
transfer schemes for both the PRA and the FCA. In accordance with FSMA, the PRA and the FCA maintain a Memorandum of Understanding, 7 which describes each regulator’s role in relation to the exercise of its functions under FSMA relating to matters of common regulatory interest and how each regulator intends to ensure the co-ordinated exercise of such functions. 8 Under the Memorandum of Understanding, the PRA will lead the process for insurance business transfers and will be responsible for specific regulatory functions connected with Part VII applications, including the provision of certificates under section 111 of FSMA.
2.8 By virtue of section 110 of FSMA, both the PRA and the FCA are entitled to be heard in
the proceedings. The Memorandum of Understanding 9 confirms that both the PRA and the FCA may provide the court with oral or written representations setting out their views on the proposed transfer scheme, for example, by way of a report to the court. The PRA’s usual practice is to prepare reports for the court.
2.9 As set out in the Memorandum of Understanding, before nominating or approving an
independent expert under section 109(2)(b) of FSMA or approving the form of a scheme report under section 109(3) the PRA will first consult the FCA. Further, the PRA will consult appropriately with the FCA before approving the notices required under the Business Transfers Regulations. 7 [Deleted].https://www.bankofengland.co.uk/-/media/boe/files/memoranda-of-understanding/fca-and-bank￾prudential-july-2019.pdf 8 However, note that to the extent that a proposed transfer relates to with-profits policies, the roles and responsibilities set out in the With-Profits, Memorandum of Understanding between the PRA and FCA will also applyhttps://www.bankofengland.co.uk/-/media/boe/files/memoranda-of-understanding/fca-and-pra￾supervision-of-with-profits-policies.pdf. 9 [Deleted].https://www.bankofengland.co.uk/-/media/boe/files/memoranda-of-understanding/fca-and-bank￾prudential-july-2019.pdf. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 6
2.10 Transfers may have both positive and negative effects on individual policyholders. A
procedural concern for the PRA will be to satisfy itself that each policyholder has adequate information and reasonable time within which to determine whether they are adversely affected and, if adversely affected, whether to make representations to the court. When reaching its view, the PRA will act in a way it considers most appropriate to advancing its own statutory objectives and will consult with the FCA. The PRA’s role in transfers of insurance business under Part VII of FSMA. 2.10A The PRA has specific regulatory functions connected with insurance business transfer schemes required by FSMA. This role includes approving the independent expert and the form of the scheme report (these functions are described in further detail below). The PRA also assesses insurance business transfer schemes against its statutory objectives. The PRA’s approach to assessing schemes is outlined in 2.55-2.73. Initial steps
2.11 The PRA will consult with the FCA both at the outset and throughout the insurance
business transfer process.
2.12 When an insurance business transfer scheme is being considered, the scheme
promoter(s) should approach the regulators, and any relevant overseas regulators at an early stage, in order to enable the relevant regulators to consider the issues that are likely to arise, and to enable a practical timetable for the scheme to be established.
2.13 The initial documentary information on the scheme should be provided to the regulators
and should include its broad outline and its purpose. The initial documentary information provided by the promoter(s) should outline the type and size of transferring business, the proposed transferor(s) and transferee(s), the proposed timelines, the purpose of the transfer, details of any related transactions or wider restructuring plans, and any other relevant information regarding the proposed scheme. The PRA may indicate to the promoter(s) how closely it wishes to monitor the progress of the scheme, including the extent to which it wishes to see draft documentation. 2.13A Where a scheme involves a book of non-life insurance business in run-off, with gross technical provisions of more than £100 million, 10 and where the scheme will increase the transferee’s technical provisions by more than 10%, the PRA intends to exercise its powers under s166 of FSMA in order to assess the operational readiness of the transferee to accept the scheme in most cases, except where it is able to satisfy itself by other means such as a recent s166 assessment in the same area or an equivalent assessment by an independent 10 If the parties have differing valuations of the technical provisions being transferred, the higher valuation will be used in determining whether the threshold is triggered. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 7 body or regulator. This assessment would be commissioned prior to the nomination of the independent expert.
2.14 The promoters should ensure that any relevant fees for both the PRA and FCA are paid
directly to the FCA before any application will be considered.
2.15 Where a transfer involves a significant restructuring the PRA may levy a Special Project
Fee for restructuring in accordance with the PRA Rulebook.
Independent expert
Qualifications
2.16 Under section 109(2) of FSMA a scheme report may only be made by a person:
(1) appearing to the PRA to have the skills necessary to enable them to make a proper report; and (2) nominated or approved for the purpose by the PRA.
2.17 The regulators expect the independent expert making the scheme report to be a neutral
person, who:
(1) is independent, that is, any direct or indirect interest or connection they have or have had in either the transferor or transferee should not be such as to prejudice their status in the eyes of the court; (1A) works for an employer that is independent, that is, any direct or indirect interest or connections they have in either the transferor(s) or transferee(s) should not be such as to prejudice the independent expert’s status in the eyes of the court; (2) has relevant knowledge, both practical and theoretical, and experience of the types of insurance business transacted by the transferor and transferee; and (2A) has the appropriate time and capacity to undertake the work required to make the scheme report to a standard which allows it to be approved by the PRA having consulted with the FCA. 2.17A The principles 11 set out in PRA Supervisory Statement (SS) 7/14 also apply to the independent expert.
2.18 For a transfer of long-term insurance business the independent expert should be an
actuary familiar with the role and responsibilities of the actuarial function holder. If the 11 SS7/14 – Reports by skilled persons., June 2014: https://www.bankofengland.co.uk/prudential￾regulation/publication/2014/reports-by-skilled-persons-ss. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 8 relevant insurance business includes with-profits insurance business, the independent expert should be familiar with the role and responsibilities of a with-profits actuary.
2.19 For a transfer of general insurance business the independent expert should normally be
competent at assessing technical provisions and the uncertainties and volatility of the liabilities they represent (such as an actuary). Exceptionally, where issues other than the ability of the transferee to meet the liabilities to be transferred are much more significant in assessing the likely effects of the scheme, this criterion might not be applied. In this case the independent expert would be expected to take advice from an appropriately qualified practitioner about the adequacy of the financial resources of the transferee.
2.20 The independent expert would not normally be expected to be knowledgeable about:
(1) general insurance business if the business being transferred is long-term insurance business only; or (2) about long-term insurance business if the business being transferred is general insurance business only. 2.20A However, where either the transferor or transferee is a composite, they should understand the relevance of the general insurance business to the security of the long-term insurance business policyholders, and vice versa, and may need to seek independent specialist advice. It may also be appropriate for the independent expert to seek independent specialist advice where a scheme contains specialist or niche lines of business (and where they have done so, indicate the extent of the reliance on that advice). Appointment
2.21 The PRA may only nominate or approve an appointment after consultation with the
FCA.
2.22 The suitability of a person to act as an independent expert depends on the nature of the
scheme and the firms concerned. On the basis of the initial documentary information supplied by the scheme promoter(s) (and any other knowledge it has of the circumstances and the firms), the regulators will consider what skills are needed to make a proper report on the scheme and what criteria should therefore be applied to the choice of independent expert.
2.23 Under section 107(2) of FSMA, the application to the court may be made by the
transferor, the transferee or both. When reasonably practical, the intended applicant should choose their nominee for independent expert, in the light of any criteria advised by the PRA. The intended applicant(s) should then advise the PRA of their choice, unless the PRA wishes them to defer nomination or to make its own nomination. The notification should be accompanied by reasons why the party considers the nominee to be a suitable person to act as independent expert. Relevant details provided should include information about the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 9 nominee’s experience and qualifications; the proposed terms and conditions of the nominee’s appointment, including any remuneration arrangements; any current or previous professional or commercial arrangements with the transferor, transferee or their associated companies, including the remuneration (direct or indirect) for those arrangements with the nominee and/or with any professional firm or company in which the nominee has or has had any interest; and information regarding their time and capacity to undertake the work.
2.24 The PRA may wish to have preliminary discussions with the nominee about the transfer
before the PRA determines if they are suitably qualified to address issues arising from the transfer. The PRA, in consultation with the FCA, will consider the suitability of the nominee and will inform the firm that nominated them whether they have been approved. Since the nature of the scheme is a factor in determining the suitability of the nominee, the PRA cannot approve a nominee before the broad outlines of the scheme have been determined.
2.25 The PRA may itself nominate the independent expert (following consultation with the
FCA), either where it indicates that a nomination is not required by the parties, or where it does not approve the parties’ own nomination. In either case, the PRA will inform the promoters of its nominee.
2.26 The PRA expects firms to co-operate fully with the independent expert and provide them
with access to all relevant information and appropriate staff, in a timely manner. 2.26A The role of the independent expert is ongoing and continues until the scheme has become effective or until the point the independent expert informs the regulators that they formally withdraw from the appointment. Therefore, the independent expert should continue to assess their independence throughout the Part VII process and promptly notify the regulators where they perceive there has been a change. Scheme report
2.27 Under section 109 of FSMA, a scheme report must accompany an application to the
court to approve an insurance business transfer scheme. This report must be made in a form approved by the PRA (following consultation with the FCA). 2.27A The PRA’s assessment of whether to approve the form of the scheme report considers if the report is in an appropriate form to be submitted to the court to assist its assessment of the scheme. The PRA expects to take into consideration whether the report:
(1) covers in sufficient detail all the issues that appear to the PRA to be relevant; and (2) incorporates appropriate reasoning. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 10 2.27B The PRA would generally expect a scheme report to contain at least the information specified in 2.30 and 2.32–2.33 below before it would be able to consider approving the form of the report.
2.28 When the PRA has approved the form of a scheme report, the scheme promoter(s) may
expect to receive written confirmation to that effect.
2.29 There may be matters relating to the scheme or the parties to the transfer that the
regulators wish to draw to the attention of the independent expert. The regulators may also wish the report to address particular issues. The independent expert would therefore be expected to contact the regulators at an early stage to establish whether there are such matters or issues. The independent expert should form their own opinion on such issues, which may differ from the opinion of the regulators.
2.30 The scheme report should comply with the applicable rules on expert evidence and
should as a minimum contain the following information:
(1) who appointed the independent expert and who is bearing the costs of that appointment; (2) confirmation that the independent expert has been approved or nominated by the PRA; (3) a statement of the independent expert’s professional qualifications and (where appropriate) descriptions of the experience that makes them appropriate for the role; (4) whether the independent expert, or their employer, has, or has had, direct or indirect interest in any of the parties which might be thought to influence their independence, and details of any such interest; (5) the scope of the report; (6) the purpose of the scheme; (7) a summary of the terms of the scheme in so far as they are relevant to the report; (8) what documents, reports and other material information the independent expert has considered in preparing the report, whether they have identified any material issues with the information provided and whether any information that they requested has not been provided; (8A) any firm-specific information the independent expert considers should be included, where the applicant(s) consider it inappropriate to disclose such information, then the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 11 independent expert should explain this and the reasons why disclosure has not been possible; (9) the extent to which the independent expert has relied on:
(a) information provided by others; and
(b) the judgement of others;
(10) the people the independent expert has relied on and why, in their opinion, such reliance is reasonable; (11) their opinion of the likely effects of the scheme on policyholders (this term is defined to include persons with certain rights and contingent rights under the policies), distinguishing between:
(a) transferring policyholders;
(b) policyholders of the transferor whose contracts will not be transferred; (c) policyholders of the transferee; and (d) any other relevant policyholder groupings within the above that the independent expert has identified. (12) their opinion on the likely effects of the scheme on any reinsurer of a transferor, whose contracts of reinsurance are to be transferred by the scheme; (12A) their definition of ‘material adverse’ effect; (13) what matters (if any) that the independent expert has not taken into account or evaluated in the report that might, in their opinion, be relevant to policyholders’ consideration of the scheme; (14) for each opinion and conclusion that the independent expert expresses in the report, an outline of their reasons; and (15) an outline of permutations if a scheme has concurrent or linked schemes, and analysis of the likely effects of the permutations on policyholders.
2.31 The purpose of the scheme report is to inform the court and the independent expert,
therefore, has a duty to the court. However, reliance will also be placed on it by policyholders, reinsurers, and others affected by the scheme and by the regulators. The amount of detail that it is appropriate to include will depend on the complexity of the scheme, the materiality of the details themselves and the circumstances. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 12 2.31A The independent expert is ultimately responsible and accountable for the opinions and conclusions expressed in the scheme report, including where reliance has been placed on others. Therefore, where the independent expert has placed reliance on others, they must be clear why they are content to do so. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 13
2.32 The summary of the terms of the scheme should include:
(1) a description of any reinsurance arrangements that it is proposed should pass to the transferee under the scheme; and (2) a description of any guarantees or additional reinsurance that will cover the transferred business or the business of the transferor that will not be transferred.
2.33 The independent expert’s opinion of the likely effects of the scheme should be assessed
at both firm and policyholder level 12 and should:
(1) include a comparison of the likely effects if it is or is not implemented; (2) state whether the firm(s) considered alternative arrangements and, if so, what were the arrangements and why were they not proceeded with; (2A) analyse and conclude on how groups of policyholders are affected differently by the scheme, and whether such effects are material in the independent expert’s opinion. Where the independent expert considers such effects to be material, they should explain how this affects their overall opinion; (3) include the independent expert’s views on: the likely effect of the scheme at firm and policyholder level on the ongoing security of policyholders’ contractual rights, including an assessment of the stress and scenario testing carried out by the firm(s) and of the potentially available management actions that have been considered by the board of the firm(s) and the likelihood and potential effects of the insolvency of the transferor(s) and transferee(s). The independent expert should also consider whether it is necessary to conduct their own stress and scenario testing or to request the firm(s) to conduct further stress and scenario testing; (a) the likely effect of the scheme at firm and policyholder level on the ongoing security of policyholders’ contractual rights, including an assessment of the stress and scenario testing carried out by the firm(s) and of the potentially available management actions that have been considered by the board of the firm(s) and the likelihood and potential effects of the insolvency of the transferor(s) and transferee(s). The independent expert should also consider whether it is necessary to conduct their own stress and scenario testing or to request the firm(s) to conduct further stress and scenario testing; 12 Independent experts when forming their assessment of the effects of a scheme at the policyholder level should have regard to whether the scheme may give rise to different prudential impacts for different types of policyholders for example unit-linked policyholders and with-profit policyholders. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 14 (aa) the transferor’s and transferee’s respective abilities to measure, monitor, and manage risk and to conduct their business prudently. This includes their ability to take corrective action in the even there is a material deterioration of their balance sheets; (aaa) the likely effects of the scheme, in relation to the likelihood of future claims being paid, with consideration of not only the regulatory capital regime, but also any other risks not falling within the regime. This would include those likely to emerge after the first year or that are not fully captured by the regulatory capital requirements; (aaaa) whether the transferee’(s’) existing (or proposed, where applicable) capital model would remain appropriate following the scheme; (b) the likely effects of the scheme on matters such as investment management, capital management, new business strategy, claims reserving, administration, claims handling, expense levels and valuation bases for both transferor(s) and transferee(s) in relation to:
(i) the security of policyholders’ contractual rights, (ii) levels of service provided to policyholders, (iii) for long-term insurance business, the reasonable expectations of policyholders; (c) the likely cost and tax effects of the scheme, in relation to how they may affect the security of policyholders’ contractual rights, or for long-term insurance business, their reasonable expectations; and (d) the likely effects at firm and policyholder level due to any change in risk profiles and/or exposures resulting from the scheme or related transactions.
2.34 The independent expert is not expected to comment on the likely effects on new
policyholders, that is those whose contracts are entered into after the effective date of the transfer.
2.35 For any mutual company involved in the scheme, the report should:
(1) describe the effect of the scheme on the proprietary rights of members of the company, including the significance of any loss or dilution of the rights of those members to secure or prevent further changes which could affect their entitlements as policyholders; This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 15 (2) state whether, and to what extent, members will receive compensation under the scheme for any diminution of proprietary rights; and (3) comment on the appropriateness of any compensation, paying particular attention to any differences in treatment between members with voting rights and those without.
2.36 For a scheme involving long-term insurance business, the report should:
(1) describe the effect of the scheme on the nature and value of any rights of policyholders to participate in profits; (2) if any such rights will be diluted by the scheme, describe how any compensation offered to policyholders as a group (such as the injection of funds, allocation of shares, or cash payments) compares with the value of that dilution, and whether the extent and method of its proposed division is equitable as between different classes and generations of policyholders; (3) describe the likely effect of the scheme on the approach used to determine:
(a) the amounts of any non-guaranteed benefits such as bonuses and surrender values; and (b) the levels of any discretionary charges; (4) describe what safeguards are provided by the scheme against a subsequent change of approach to these matters (in 2.36(1)–(3)) that could act to the detriment of existing policyholders of either firm; (5) include the independent expert’s overall assessment of the likely effects of the scheme on the reasonable expectations of long-term insurance business policyholders; (6) state whether the independent expert is satisfied that for each firm, the scheme is equitable to all classes and generations of its policyholders; and (7) state whether, in the independent expert’s opinion, for each relevant firm the scheme has sufficient safeguards (such as principles of financial management or certification by a with profits actuary or actuarial function holder) to ensure that the scheme operates as presented.
2.37 Where the transfer forms part of a wider chain of events or corporate restructuring, it
may not be appropriate to consider the transfer in isolation and the independent expert should seek sufficient explanations on corporate plans to enable them to understand the wider picture. Likewise, the independent expert will also need information on the operational This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 16 plans of the transferee and, if only part of the business of the transferor is transferred, of the transferor. These will need to have sufficient detail to allow them to understand in broad terms how the business will be run. The PRA expects the independent expert to comment on how any such plans (including other insurance business transfers involving the parties to the scheme) would impact the likely effects of the scheme at firm and policyholder level.
2.38 A transfer may provide for benefits to be reduced for some or all of the policies being
transferred. This might happen if the transferor is in financial difficulties. If there is such a proposal, the independent expert should report on what reductions they consider ought to be made, unless:
(1) the information required is not available and will not become available in time for their report, for instance it might depend on future events; or (2) they are unable to report on this aspect in the time available. 2.38A Under such circumstances, the transfer might be urgent and it might be appropriate for the reduction in benefits to take place after the event, by means of an order under section 112 of FSMA. The PRA considers any such reductions having regard to its statutory objectives. Section 113 of FSMA allows the court, on the application of the PRA, to appoint an independent actuary to report on any such post-transfer reduction in benefits.
2.39 The PRA expects the independent expert to provide a supplementary report for the final
court hearing. Any supplementary reports will form part of the scheme report required to be produced under section 109 of FSMA and must also comply with 2.30-2.37.
2.40 The purpose of the supplementary report is for the independent expert to provide an
update on any relevant new information or events that have occurred since the date of the scheme report and to provide an opinion on whether they have affected the transfer. Matters that should be considered include, but are not limited to:
(1) the most recent audited and unaudited available financial information in respect of the transferor and transferee, which the PRA would expect to have been internally validated; (2) any recent economic, financial or regulatory developments; and (3) any representations made by policyholders or affected persons that raise issues not previously considered in the scheme report. 2.40A In circumstances where there has been a duration between the directions hearing and the final court hearing of six months or more, it may be appropriate for the independent expert to produce an updated scheme report rather than a supplementary report. The PRA would assess this report as set out in 2.27A. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 17 Consultation with foreign regulators
2.41 [Deleted].
2.42 [Deleted].
2.43
(1) If the transferee is a Swiss general insurance company, it will be necessary for the PRA to obtain from the Swiss Financial Market Supervisory Authority (FINMA) or any successor Swiss regulatory body confirmation that the firm meets Switzerland’s solvency margin requirements after the transfer. (1A) If the scheme will result in the business being carried on from an establishment of the transferee in Gibraltar, it will be necessary for the PRA to obtain from the Gibraltar Financial Services Commission (or any successor regulator) confirmation that it meets Gibraltar’s solvency margin requirements. (2) [Deleted]. (3) [Deleted].
2.44 [Deleted].
2.45 [Deleted].
2.46 [Deleted].
2.47 [Deleted].
2.48 [Deleted].
Notice provisions
2.49 Under the Business Transfers Regulations, unless the court directs otherwise, notice of
the application must be sent to all policyholders of the parties and reinsurers (or a person acting on its behalf) any of whose contracts of reinsurance are proposed to be transferred as
part of the insurance business transfer scheme. It may also be appropriate to give notice to
others affected, for example, to anyone with an interest in the policies being transferred who has notified the transferor of their interest. This notice, along with other communications and advertising by or and on behalf of the firm(s), should provide details of how and when any representations by affected parties should be made in order to be considered by the court. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 18
2.50 The Business Transfers Regulations require that notice of the application must be
published in:
(1) the London, Edinburgh, and Belfast Gazettes; and (2) unless the court directs otherwise, in accordance with requirements in those regulations. 2.50A The PRA may consider wider publication appropriate in some circumstances.
2.51 The Business Transfer Regulations require that the PRA approve in advance the notices
sent to policyholders and published in the press.
2.52 Where a transfer involves underwriting members of Lloyd’s as transferor or transferee,
any notice requirements of the Society will also apply.
2.53 The PRA is entitled to be heard by the court on any application for a transfer. A
consideration for the PRA in determining whether to oppose a transfer would be its view on whether adequate steps had been taken to tell policyholders and, as appropriate, other affected persons, about the transfer and whether they had adequate information and time to consider it. 2.53A The PRA expects policyholders to be notified as soon as possible after the directions hearing and would not normally consider adequate a period of less than six weeks between sending notices to policyholders and the date of the court hearing. Therefore, it would be sensible, before requesting from the court a waiver of the publication requirements or the requirement to send statements direct to policyholders, to consult the PRA and FCA on its views about what waivers might be appropriate and what substitute arrangements might be made. 2.53B The PRA and FCA will take into account the practicality and costs of sending notices to policyholders (especially for firms in financial difficulty), the likely benefits for policyholders of receiving notices and the efficacy of other arrangements proposed for informing policyholders (including additional advertising or, where appropriate, electronic communication).
2.54 [Deleted].
Statement to policyholders
2.55 It would normally be appropriate to include with the notice referred to in 2.49 above a
statement setting out the terms of the scheme and containing a summary of the scheme report. Ideally every recipient should understand in broad terms from the summary how the scheme is likely to affect them. This objective will be most nearly achieved if the summary is This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 19 clear and concise while containing sufficient detail for the purpose. A lengthy summary or one that was hard to understand would not be appropriate. The Business Transfers Regulations require the scheme report, the notice and the statement to be made available to anyone requesting them. The internet can be used for this purpose if it is suitable for the person making the request.
2.56 Where the transferee is a friendly society, the notice should include information about
the meeting at which a special resolution in accordance with paragraph 7 of Schedule 12 to the Friendly Societies Act 1992 is to be voted on, including the date of the meeting, how notice of the meeting is to be given to members and the terms of the special resolution. After the meeting the friendly society should inform the PRA whether the special resolution has been passed. The court will also need to be informed, so one way of informing the PRA may be to include it in the affidavit to the court.
2.57 The PRA should be given the opportunity to comment on the statement referred to in
2.55 above before it is sent, unless the PRA informs the promoters in writing that this is not
necessary.
Assessment of scheme and the PRA’s report(s) to the court
2.58 The assessment of the scheme is a continuing process, starting when the scheme
promoters first approach the regulators about a proposed scheme. Among the considerations that the PRA may consider when reviewing the scheme are:
(1) the potential risk posed by the transfer to its statutory objectives; (2) the purpose of the scheme; (3) how the security of policyholders’ (who include persons with certain rights and contingent rights under the policies) contractual rights appears to be affected; (3A) where the transferee is a firm in run-off, that the transferee has considered, and is able to demonstrate to the PRA that it has considered, the total uncertainty and risk over the time horizon of the runoff of a firm’s obligations to its policyholders, including obligations relating to business agreed to be assumed following the relevant reference date (‘the ultimate time horizon’). 13 The analysis should include the business being transferred. 13 In line with PRA SS26/15 – Solvency II: ORSA and the ultimate time horizon – non-life firms, January 2016, para 1.5.https://www.bankofengland.co.uk/prudential-regulation/publication/2015/solvency2-orsa-and-the￾ultimate-time-horizon-non-life-firms-ss. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 20 (4) how the scheme compares with possible alternatives, particularly those that do not require approval (whether by the court or the PRA); (5) [Deleted]. (6) the compensation offered to policyholders for any loss of rights; (7) how any reinsurer of a transferor, whose contracts of reinsurance are to be transferred by the scheme may be affected; (8) how for other persons (besides policyholders and reinsurers) who have an interest in policies, their rights and the security of those rights appear to be affected; (9) the opportunity given to policyholders and other persons affected by the scheme to consider the scheme, that is whether they have been properly notified, whether they have had adequate information and whether they have had adequate time to consider that information; (10) the opinion of the independent expert; (11) for a transfer that involves underwriting members of the Society of Lloyd’s, or persons who have ceased to be such a member, as transferor or transferee, the effect on the Society; (12) the views of other regulatory bodies consulted in connection with the proposed transfer; and (13) any views expressed by policyholders, reinsurers or any other affected parties.
2.59 The scheme report will be an important factor in the view the PRA forms on a scheme.
The court will place considerable reliance on the opinions of the independent expert and the reasons for them. However the PRA will form its own view taking into account other relevant information and having regard to its statutory objectives.
2.60 The PRA may exercise its other powers under FSMA, if it considers this a more effective
method of advancing its statutory objectives.
2.61 The PRA is not required under its statutory objectives to object to a scheme merely
because another scheme might have been in the better interests of policyholders, if the scheme itself is not adverse to their interests. There may be circumstances where the PRA might require a firm to consider or to implement an alternative scheme.
2.62 Where a transfer involves underwriting members of the Society of Lloyd’s, or persons
who have ceased to be such a member, as transferor or transferee, the PRA will consult the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 21 Society. Where the business of a syndicate is being transferred, the transfer involves all members or former members participating in the relevant syndicate years.
2.63 The Business Transfer Regulations require that copies of the application to the court,
the scheme report and the statement for policyholders referred to in 2.55 above are also given to the regulators.
2.64 The provision of reports from the PRA to assist the court is standard practice. A first
report will be provided to the court in advance of the directions hearing and a second report will be provided to the court in advance of the final hearing. Where additional information needs to be given to the court by the PRA, this will be provided using the most appropriate format for the circumstances in each case and may include the provision of one or more additional reports to the court.
2.65 In order tTo enable the PRA to assess the scheme and to facilitate the process, the
parties to the proposed scheme will need to ensure timely provision of all relevant information to the PRA for its consideration of that scheme.
2.66 To enable the PRA to assess the scheme and facilitate the provision to the court of a
first report in advance of a directions hearing, near final versions of relevant documents will need to be made available to the PRA as soon as practicable. Scheme promoters should be aware that the PRA expects near-final documents to be provided to it a minimum of six weeks before the scheme promoters submit documents to court ahead of the date set for the scheduled court hearing, except in exceptional circumstances, and where the PRA has agreed to this beforehand in writing. Where there is a failure to meet the PRA’s expectations, the PRA will be less likely to be in a position to complete its assessment in advance of the hearing, which may result in the court hearing having to be postponed. Final versions of any such documents should be provided as soon as they are available.
2.67 Relevant documents in 2.66 will include:
(1) the scheme report;
(2) if the business to be transferred includes long-term insurance business, copies of reports on the transfer by the actuarial function holder and (if the insurance business includes with profits business) the with-profits actuary of both firms; (3) draft notices under article 3 of the Business Transfers Regulations; (4) where a proposed transfer involves an underwriting member or former underwriting member of the Society as transferor or transferee, a copy of the resolution or certificate required by article 4 of Lloyd’s Order 2001 (SI 2001/3626); This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 22 (5) any witness statements or other evidence that the parties to the proposed transfer intend to submit to the court for the directions hearing; and (6) the draft order.
2.68 Matters included at 2.67 (5) above should include sufficient information to enable:
(1) [Deleted].
(2) the PRA (in consultation with the FCA) to decide whether to approve the notices at 2.67(3) above; and (3) the regulators to form an opinion on any matters arising in connection with press advertising and notifications, including in relation to any waivers the parties to the proposed transfer intend to seek from the court under article 4 of the Business Transfers Regulations.
2.69 A copy of any order made at the directions hearing should be provided by the
applicant(s) to the PRA as soon as it is available.
2.70 To enable the PRA to assess the scheme and to facilitate the provision to the court of
any supplementary report(s) in advance of the final hearing, near-final versions of relevant documents will need to be made available to the PRA as soon as practicable. Scheme promoters should be aware that the PRA expects such documents to be provided to it a minimum of six weeks ahead of the date set for the scheduled court hearing If this timeline is not met, the PRA will be less likely to be in a position to complete its assessment in advance of the hearing scheduled hearing date and the hearing may have to be postponed. Final versions of any such documents should be provided as soon as they are available. Where there are policyholder representations or other material issues that arise following the publication of the supplementary report, the PRA would expect updated versions or addendums to the supplementary report closer to the scheduled hearing date.
2.71 The relevant documents referred to in 2.70 will usually include:
(1) any witness statements or other evidence that the parties to the proposed transfer intend to submit to the court for the final hearing; (2) the notice or notices published and sent in accordance with the order of the court at
2.69 above;
(3) proof of publication of the notice or notices at (2); (4) any supplementary report(s) of the independent expert; This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 23 (5) any objections or other representations received from policyholders and/or other affected persons together with any responses to any such objections or representations; and (6) the draft final order.
2.72 Where the PRA has made a report it will give a copy of its report to the court and will
give a copy of its report as filed with the court to each of the parties to the proposed transfer as soon as practicable after such filing.
2.73 The parties to the proposed transfer should give a copy of any report at 2.72 to the
independent expert.
2.74 The parties to the proposed transfer should, in each case, consider whether it would
facilitate the effective running of the process to give copies to any other person, including any person who alleges that they would be adversely affected by the carrying out of the scheme and intends to be heard in accordance with section 110 of FSMA. Where any such provision is to be made, any necessary consents should first be obtained in respect of confidential information.
2.75 The court is likely to want to know the opinion of the PRA. The PRA will decide in each
case, taking all relevant matters into account, the most effective method to make known to the court its opinion.
2.76 Where the PRA has indicated to the parties to the proposed transfer that it intends to
appear at any hearing before the court in relation to a proposed scheme under Part VII of FSMA, electronic copies of documents filed with the court and the court bundle should be provided to it as soon as practicable. Post-transfer advertising
2.77 [Deleted].
2.78 [Deleted].
2.79 [Deleted].
This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 24 3: Insurance business transfers from Switzerland Introduction
3.1 Under section 115 of FSMA, the PRA has the power to give a certificate confirming that a
firm possesses the necessary margin of solvency, to facilitate an insurance business transfer to the firm under Swiss legislation from a Swiss general insurance company. This chapter provides guidance on how the PRA would exercise this power and on related matters. PRA response to proposal
3.2 Unless otherwise expressly stated by the PRA, all the procedural aspects for dealing with
insurance business transfers from Switzerland should be discussed by firms with the PRA in the first instance.
3.3 The PRA is required to co-operate with FINMA. If it has serious concerns about the
proposed transferee, the PRA would inform FINMA within three months of the original request from it.
3.4 The PRA will request any relevant information from FINMA that would assist in
determining whether the transfer is likely to have a material effect on the transferee.
3.5 If the effect of the transfer is not likely to be material and the PRA does not have serious
concerns about the transferee, the PRA can reply favourably.
3.6 If the effect of the transfer may be material, the PRA will need to consider whether to
request a scheme of operations or other information from the proposed transferee to assist in determining whether the likely effect of the transfer is such that the PRA should have serious concerns.
3.7 If the effect of the transfer may have a material adverse effect on the transferee or the
security of policyholders, the PRA will consider whether it is appropriate to exercise its powers under FSMA to achieve its statutory objectives.
3.8 If the transfer involves a transfer of business from a branch established in the United
Kingdom, the PRA will consider whether the notification of UK policyholders and advertising of the transfer in the United Kingdom is appropriate. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 25 4: Friendly society transfers and amalgamations and transfers Introduction
4.0 This chapter is relevant to friendly societies (FSocs) proposing to amalgamate or transfer
engagements under Part VIII of the Friendly Societies Act 1992 (FSocs Act) and to firms proposing to accept such a transfer. 4.0APart VIII of the FSocs Act governs transfers of engagements where the transferor 14 is a FSoc and the transferee 15 falls within the categories of person listed in section 86(1) of the FSocs Act. It also governs amalgamations between FSocs. The FSocs Act does not govern insurance business transfers where the transferor is not a FSoc. Such transfers fall within
Part VII of FSMA, including where the transferee is an FSoc.
4.0BWhile there are parallels with the process for insurance business transfers under Part VII of FSMA, the PRA is the ‘appropriate authority’ under the FSocs Act for confirming FSoc amalgamations and transfers from PRA-authorised persons. Therefore, although amalgamations and transfers under Part VIII of the FSocs Act draw on similar underlying concepts to transfers under Part VII of FSMA, firms will follow a different regulatory process. This reflects the distinct statutory framework, the PRA’s specific role under that framework, and the characteristics of firms that are likely to undertake such transactions, including that they may be smaller firms for which more detailed guidance is appropriate.
4.1 It is for the committee of management of a FSoc to decide whether to recommend an
amalgamation or a transfer of engagements to the society’s members. This chapter provides some details of the procedures to be followed and the information to be provided to a friendly societies members so that they by firms as part of the engagement with the PRA and to ensure that a FSoc’s members are appropriately informed before they exercise their right to vote on the proposals. General Considerations
4.2 [Deleted].
14 The ‘transferor’ refers to the FSoc proposing to transfer engagements under section 86 of the FSocs Act. 15 The ‘transferee’ refers to the person or body of persons proposing to accept that transfer under section 86 of the FSocs Act. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 26 4.2A Firms should first discuss with the PRA the procedural aspects for dealing with friendly society transfers and amalgamations. Friendly society transfers are governed by the Friendly Societies Act 1992. While there are parallels with the process for insurance business transfers under Part VII of FSMA, the PRA is the ‘appropriate authority’ under the Friendly Societies Act 1992 for confirming friendly society transfers from PRA authorised persons. The Friendly Societies Act 1992 governs transfers of engagements where the transferor is a friendly society and the transferee falls within the categories of person listed in section 86(1) of Friendly Societies Act 1992. The Friendly Societies Act 1992 does not govern insurance business transfers where the transferor is not a friendly society. Such transfers fall within Part VII of FSMA, including where the transferee is a friendly society. 4.2AA The PRA cannot confirm a transfer or amalgamation 16 if it considers that some relevant requirement of the FSocs Act, or the rules of any FSoc participating in the amalgamation or transfer, was not fulfilled. Where the transferee is not a FSoc but falls within the categories of firms listed in section 86(1) of the FSocs Act, the PRA would also expect firms to verify that they comply with their respective rules or governance framework, as applicable. The PRA may request such information as it considers necessary in order to satisfy itself that each firm complies, or will comply, with all relevant requirements. This includes applicable legislation and each firm’s rules, at different stages of the process. 4.2AB The PRA has discretion under section 89 of the FSocs Act to modify some of the requirements for a transfer of engagements by a FSoc, on the application of a specified number of the society’s members, if it is satisfied that it is expedient to do so in the interests of the society’s members or potential members. 4.2B Under the FSocs Act, the PRA is required to consult with the FCA prior to confirming a transfer.
4.3 [Deleted]. Friendly societies are encouraged to discuss a proposed transfer or
amalgamation with the regulators at an early stage to help ensure that a workable timetable is developed. This is particularly important for an amalgamation where additional procedures are required such as that described in 4.9.
4.4 The regulators will want to be satisfied that after an amalgamation or a transfer the
business will be prudently managed and continue to comply with all applicable requirements. 4.4A The initiation of a Part VIII amalgamation or transfer does not change a firm’s ongoing prudential regulatory obligations, including the expectations in SS11/24 –Solvent exit planning for insurers. As Part VIII amalgamations and transfers may be delayed or may not 16 Subject to a direction given by the PRA under paragraph 9(3) of Schedule 15 to the FSocs Act. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 27 proceed as planned, the PRA may continue to request a firm’s Solvent Exit Analysis and, where relevant, its Solvent Exit Execution Plan during the transaction process. 4.4B In some cases, the timetable for completing a transfer or amalgamation could impact the work a firm would otherwise undertake. This may include preparing a Solvency and Financial Condition Report (SFCR) 17 or submitting regulatory reporting 18 as at a valuation date that falls before the transfer or amalgamation. In such cases, firms should discuss this with the PRA at an early stage.
4.5 [Deleted]. For a transfer to another friendly society, if the conditions of 87(1) and 87(2) of
the Friendly Societies Act 1992 are met, a report is required from the appropriate actuary of the transferee to confirm that it will meet the necessary margin of solvency. Where the conditions of 87(1) and 87(3) are met, the PRA may require a report from the appropriate actuary of the transferee to confirm that it will have an excess of assets over liabilities.
4.6 [Deleted]. For a transfer of long-term insurance business, the PRA may, under section 88
of the Friendly Societies Act 1992, require a report from an independent actuary on the terms of the proposed transfer and on their opinion of the likely effects of the transfer on long-term policyholder members of either the transferor or (if it is a friendly society) the transferee. In addition, the PRA may request that the independent actuary considers the likely effects on any other policyholders or members impacted by the transfer. The PRA will take into account the scale and complexity of the transfer in its decision whether to require such a report. A summary is included in the statement sent to members and the full report is required to be made available to anyone on payment of a reasonable fee. The general principles in 2.30–
2.37 of Chapter 2 apply to the independent actuary’s report.
4.6A [Deleted]. Where the reports detailed in paragraphs 4.5 and 4.6 are required, the PRA may request in certain instances that supplementary reports are produced, for example where there have been material financial or other developments subsequent to the members’ vote and prior to the confirmation hearing. In such instances, the PRA will consider the specific procedural implications of requesting a supplementary report on a case-by-case basis. For example, where the conclusions in the supplementary reports differ from those in the first reports the PRA notes this may necessitate further communications with affected members eligible to vote and/or additional advertising. Depending on the materiality of the conclusions reached, it may also lead to the requirement for a further member vote. 17 Chapter 3 (Public Disclosure: Solvency and Financial Condition Report) of the Reporting Part of the PRA Rulebook; SS40/15 – Solvency II: reporting and disclosure 18 Regulatory Reporting - Insurance Sector. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 28 Overview of the amalgamation and transfer process 4.6B The diagram below sets out a typical sequence of steps for a Part VIII amalgamation or transfer, based on the requirements set out in the FSocs Act. The diagram is intended to be indicative of the typical approach rather than prescriptive and is provided as an easily accessible overview of the process. Firms may take steps in parallel or in a different order, where appropriate, depending on the nature, scale, and complexity of the transaction. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 29
4.7 [Deleted]. Under the Friendly Societies Act 1992 the PRA is required to confirm a
proposed transfer of engagements. It will do so only where it is satisfied that the transfer is in the interests of the members of each friendly society participating in the transfer. The PRA will therefore ask that the participating societies’ actuaries confirm that the transfer is in the interests of the members. Chart 1: Part VIII amalgamation and transfer process A1: Intention A2: Preparation, rules, and permissions A3: Overseas members and regulators A4: Details of plans A5: Special resolution
Part A: Planning
and preparation
B1: Instrument of Transfer
B2: Internal actuarial reports
B3: Independent actuary’s report and supplementary report(s)
Part B: Recording
and analysing the transfer
C1: General approach
C2: Schedule 15 statement
C3: Resolutions
Part C: Member
engagement and member vote(s)
D1: Formal notice of the application
D2: Approach to representations
D3: Representations Hearing
Part D: Formal
application, public notices, and representations E1: Preparation for confirmation E2: Confirmation Assessment Meeting(s) E3: The PRA’s decision E4: Processes after confirmation
Part E:
Confirmation
Assessment
Meeting(s) and related processes
This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 30
Part A: Planning and preparation
A1: Intention to amalgamate or transfer
4.7A Firms are encouraged to discuss a proposed transfer or amalgamation with the regulators at an early stage to help ensure that a workable timetable is developed. This is particularly important for an amalgamation where additional procedures are required such as those described in 4.9A and 4.10D. 4.7B Under the FSocs Act, the PRA may confirm a transfer only where it is satisfied that the proposal is in the interests of the members of each FSoc participating in the transaction. As
part of initial discussions on a proposed amalgamation or transfer, the PRA will usually seek
to understand the analysis supporting the proposal, including how that analysis demonstrates that the proposal is in the interests of members. The nature and extent of such engagement will be commensurate with the size, complexity and risk profile of the firms involved. 4.7C Where a proposed amalgamation is material to the future viability of one or both of the amalgamating societies, or where a proposed transfer of engagements is material to the future viability of the transferor or the transferee, the PRA is likely to engage more closely with the relevant firm(s). This may include circumstances where the transfer or amalgamation is necessary to enable an amalgamating or transferring firm to continue to meet applicable capital requirements. 4.7D Schedule 15 to the FSocs Act sets out grounds on which the PRA would be precluded from confirming an amalgamation or transfer of engagements. Firms should therefore identify and discuss with the regulators, at an early stage, any supervisory or other relevant issues that may give rise to one or more of those grounds as set out in paragraphs 4.47 and 4.48. 4.7E Section 348 of FSMA permits the PRA to disclose confidential information where it has obtained the consent of both the firm from whom the information was received and any other person to whom the information relates. In the context of a proposed transfer or amalgamation, the PRA will usually seek consent from each firm to share relevant information with the other participating firm, where it is necessary to support effective and timely regulatory engagement. Firms should raise with the PRA, as soon as practicable, any anticipated constraints on such information sharing.
4.8 [Deleted]. Under the Friendly Societies Act 1992, members will normally have the
opportunity to vote on a proposed transfer or amalgamation (save for the exceptions set out in 4.12 and 4.13). A friendly society has to ensure that, before casting their votes, its members are clearly and fully informed of the terms on which the amalgamation or transfer of engagements is to take place and that they have all the information needed to understand how their interests will be affected. If the society’s rules permit, delegates can vote except on an ‘affected members’ resolution’ under section 86. The PRA may not confirm an This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 31 amalgamation or a transfer if it considers that information material to the members’ decision was not made available to all the members eligible to vote. A2: Preparation, updating rules, and applying for permissions 4.8A Firms should ensure that any amendments to their rules are properly recorded in the FCA’s Mutuals Public Register and in any other relevant registers. Each firm should consider whether any changes are necessary to its own rules or internal processes. This is to ensure that its governance arrangements and procedures comply with the applicable statutory requirements for the proposed transfer or amalgamation, having regard to paragraph 4.4.
4.9 [Deleted]. Amendments to a friendly society’s registered rules may be necessary to
permit a transfer to it. The FCA will need to be consulted in the usual way about registration of the appropriate rules. Similarly for an amalgamation, each of the amalgamating societies has to approve the memorandum and rules of the new society and the requirements of
Schedule 3 to the Friendly Societies Act 1992 have to be met. It will be necessary to allow
adequate time for these processes.
4.9A Amendments to a society’s registered rules may be necessary to permit the transaction, and the FCA will need to be consulted in the usual way about registration of the appropriate rules. Similarly, for an amalgamation, each of the amalgamating societies has to approve the memorandum and rules of the successor society and the requirements of Schedule 3 to the FSocs Act have to be met when establishing the successor society. It will be necessary to allow adequate time for these processes. Firms should also consider whether proposed rule amendments give rise to procedural dependencies for the amalgamation or transfer. This may include whether changes to registered rules need to be approved by members and registered before particular steps in the process can be taken.
4.10 For an amalgamation, the successor society, and for a transfer, the transferee, may
need to apply for permission, or to vary its permission, under Part 4A of FSMA. The regulators will need sufficient time before a transfer is confirmed to consider whether any necessary permission or variation 19 should be given. A3: Considerations of overseas members and regulators 4.10A Under Schedule 15 to the FSocs Act, the PRA must not confirm an amalgamation or transfer where it considers that there is a substantial risk that the transferee or successor society will be unable lawfully to carry out the engagements to be transferred. For these purposes, the PRA may have regard to any requirements of the law of a country outside the United Kingdom which appear to it to be relevant. 19 https://www.bankofengland.co.uk/prudential-regulation/authorisations/variation-of-permission This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 32 4.10B In some cases, the engagements to be amalgamated or transferred may include insurance contracts written outside the United Kingdom. In other cases, although contracts of insurance may have been written while a member was domiciled in the United Kingdom, members may subsequently have become resident in an overseas jurisdiction. The amalgamating societies or transferee should understand the extent to which policyholders are resident in overseas jurisdictions. They should also consider whether residence in any such jurisdiction may affect the lawful implementation of the amalgamation or transfer. The PRA may request details of the analysis firms have undertaken to satisfy themselves that the successor or transferee society can lawfully carry out the transferring engagements. 4.10C Any applicable overseas requirements should be considered alongside the requirements of the FSocs Act, which can be quite detailed in this area. For example, where engagements constituting general business are to be transferred to a Swiss insurance company and paragraph 15 of Schedule 15 to the FSocs Act applies, confirmation will be required from FINMA that the transferee possesses the necessary margin of solvency after taking the proposed transfer into account. 4.10D The amalgamating societies or the transferee should consider whether engagement with relevant overseas regulators is necessary. Where a material number of policyholders are located in an overseas jurisdiction, the PRA may also engage with the relevant overseas regulator(s) in relation to the proposed amalgamation or transfer. Any such engagement by the PRA will not be a substitute for appropriate engagement by the amalgamating societies or the transferee with those regulators.
4.11 [Deleted]. It is likely that the information sent to members with voting rights will include a
statement explaining the reasons for the amalgamation or transfer and the choice of partner. Although this is not a statutory statement and not subject to the PRA’s approval, the PRA’s views on the content of the statement will be a factor that it will take into account before considering whether to confirm the amalgamation or transfer. A friendly society will therefore find it helpful to consult the PRA about the content of such a statement. A4: Details of amalgamation or transfer plans 4.11A Once the terms of the amalgamation or transfer agreement between the parties have been finalised, or are close to being finalised, the PRA will seek to understand the more granular implications of a proposed amalgamation or transfer of engagements for members and policyholders. This will include consideration of the position of different classes of members, including with-profits policyholders. Where a proposal affects with-profits business, the PRA will usually expect firms to explain the intended approach and the rationale for that approach. This should include, where relevant, whether with-profits funds are to be merged, maintained separately, converted to non-profit arrangements, or otherwise restructured, and how the interests of affected policyholders are to be safeguarded. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 33 4.11B The PRA may seek to understand the extent to which a proposed amalgamation or transfer would affect the strategy and business model of the successor society or transferee. Where relevant, this may include the intended future strategy and, in the case of a partial transfer, the transferor’s strategy following completion. 4.11C Firms should plan their engagement with the PRA and the FCA so that the timing, sequencing and content of information provided support an effective regulatory assessment. Where the proposed timetable is dependent on capital, liquidity, or operational factors, the regulators may request further information on those dependencies and on how the associated risks are to be managed. Firms should also have regard to the risk that actuarial valuations or other key analyses may become outdated. For example, if the process needs to be paused to amend the rules of any society participating in the transaction. Exercise of discretion by the PRA A5: PRA’s approach to special resolution: consent for Part VIII transfers
4.12 [Deleted]. The PRA has discretion under section 86(3)(b) of the Friendly Societies Act
1992 to allow a transferee society to resolve to undertake to fulfil the engagements of a transferor society by resolution of the committee of management, rather than by special resolution. Among the issues that the PRA would wish to be satisfied on before exercising this discretion, are that the transfer will be in the interests of the members of both societies and that the transfer will not mean a change of policy by the transferee society. The PRA is unlikely to exercise this discretion unless the transferee is significantly larger than the business to be transferred. 4.12A Under section 86(3)(b) of the FSocs Act, the PRA has discretion to allow a transferee society to resolve to undertake to fulfil the engagements of a transferor society by a resolution of its committee of management rather than by special resolution. In deciding whether to exercise this discretion, the PRA will have regard to a range of factors and may be more likely to consent where (1) The transferee is significantly larger than the transferor. The PRA is unlikely to exercise this discretion where the transferor is more than one third of the size of the transferee on the measure(s) that the PRA considers most appropriate for such a comparison such as (adjusted if appropriate) total assets, regulatory capital requirements, and gross written premiums. (2) The transfer is likely to be in the interests of the transferee’s members, based on the information available to the PRA 20, having regard to factors 20 This would be on the basis of a preliminary assessment of the information available to the PRA at the time of the firm’s application for the consent and would not pre-judge any determination made by the PRA at a subsequent Confirmation Assessment Meeting(s). This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 34 affecting the level of risk to members (such factors may include any ring-fencing of with-profits funds and whether significant changes to the size or risk profile of either firm are expected in the near future). (3) There are no factors identified that may be likely to lead a material number of the transferee’s members to vote against the transfer. 4.12B When seeking the PRA's consent, the transferee should confirm that its rules do not prevent it from seeking the PRA's consent to proceeding by resolution of the committee of management instead of by special resolution. Firms should also provide appropriate evidence explaining why it would be appropriate for the PRA to consent in the circumstances, having regard to the factors set out in paragraph 4.12A. This should be supported by relevant quantitative measures, such as those noted in paragraph 4.12A(1). 4.12C The PRA does not regard an independent actuary’s report as a precondition to giving consent under section 86(3)(b) of the FSocs Act and has therefore not included such a report among the criteria in paragraph 4.12A. Where the PRA requires an independent actuary’s report, however, it recognises that the report may address matters relevant to members’ interests which might otherwise be reflected through a member vote. In such cases, a firm may wish to refer to that report, alongside the matters set out in paragraph 4.12B, as part of its application for consent. 4.12D The PRA will consult the FCA before deciding whether to give its consent. 4.12E Firms should not pre-empt the PRA’s decision in communications to members or policyholders. In particular, firms should not state that consent has been given, or is likely to be given, unless and until the PRA has confirmed its position. 4.12F Where consent is given, the transferee should confirm to the PRA, copying in the FCA, whether its committee of management has resolved to undertake to fulfil the engagements. This confirmation should be supported by the minutes of the relevant meeting.
Part B: Recording and analysing the transfer
Part B1: Instrument of Transfer
4.12G Under the FSocs Act, an FSoc proposing to transfer any of its engagements must record the details in an Instrument of Transfer. At an early stage, the PRA will usually seek to understand the content of the proposed Instrument of Transfer, including how the proposed terms would impact (1) The interests of transferring members in various scenarios, including insolvency and a solvent exit. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 35 (2) The management of any with-profits fund, including expense arrangements and provisions relating to its run-off. (3) Where relevant, matters specific to the transaction, including the treatment and distribution of payments to policyholders. 4.12H Firms should ensure that sufficient detail that is relevant to these matters is recorded in the proposed Instrument of Transfer. Firms should also have due regard for factors that may impact the FCA’s objectives.
4.13 [Deleted]. The PRA has discretion under section 89 of the Friendly Societies Act 1992 to
modify some of the requirements for a transfer of engagements from a friendly society, on the application of a specified number of its members, if it is satisfied that it is expedient to do so in the interests of its members or potential members.
Part B2: Internal actuarial reports
4.13A Firms should prepare internal actuarial reports to ensure that their boards or committees of management are appropriately informed about the implications of a proposed amalgamation or transfer of engagements for members and for the firms concerned. A firm would normally initially produce a single internal actuarial report except where it has with￾profits business (where the with-profits actuary would also produce a report). Reference in subsequent paragraphs to ‘internal actuarial reports’ in the context of a single firm should be interpreted as referring to the only internal actuarial report if that firm has no with-profits business and if no supplementary report has yet been produced. 4.13B The regulators will consider the content of internal actuarial reports to confirm whether the participating societies’ actuaries are of the opinion that the proposed amalgamation or transfer is in the interests of the members and whether this is demonstrated in the analysis of the proposed terms of the transaction. The PRA may use those reports to identify relevant groups of members and policyholders for whom the proposed terms of the transaction represent continuity of existing terms and conditions, and those for whom they represent a material change, and to understand the implications of any such change. The PRA may also seek to understand the assumptions, methodologies, and key reference points underpinning that analysis, including how the analysis reflects the proposed terms of the transaction as set out in the Instrument of Transfer. The regulators may also request the underlying analysis, where appropriate, to understand the basis for any conclusions reached. 4.13C Where a firm has with-profits business, the internal actuarial reports should address the implications of the proposed transfer or amalgamation for with-profits policyholders. This should include, where relevant, the expected effect on policyholder benefits and on the level and distribution of those benefits. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 36 4.13D Where a proposal involves a partial transfer, the transferor’s internal actuarial reports should set out the implications for the business remaining with the transferor. The PRA would expect those reports to address those implications in a manner commensurate with the scale, nature and complexity of the participating firms and of the proposed transfer. Where the transferor will close to new business, analysis should be provided under a range of run-off scenarios, including extreme but plausible scenarios. Where the transferor will remain open to new business, consideration should be given to whether the transferor will be able to maintain sufficient reserves, expense provisions and capital resources, including coverage of regulatory capital requirements under a range of scenarios including sensitivity to new business volumes. 4.13E The PRA expects the actuarial report to contain appropriate stress and scenario testing. Accordingly, the PRA does not typically expect a firm to produce an updated ORSA 21 for the combined business in advance of the Confirmation Assessment Meeting(s). 4.13F There may be situations where an internal actuary who produces a report does not have the requisite skills or experience to assess certain matters arising from the transfer and no independent actuary’s report referred to in paragraph 4.13H is to be produced. In such circumstances, the firm should ensure that the internal actuarial report is supplemented by analysis from a person with appropriate skills and experience. 4.13G The PRA expects each internal actuarial report, and any supplementary analysis referred to in paragraph 4.13M, to consider the position by reference to the most recent audited valuation date. Where relevant, the report should also identify any material developments since that date that may affect the analysis or conclusions.
Part B3: Independent actuary’s report for Part VIII transfers and supplementary
report(s)
4.13H For a transfer of long-term insurance business, the PRA may, under section 88 of the FSocs Act, require a report from an independent actuary on the terms of the proposed transfer and on their opinion of the likely effects of the transfer on long-term policyholder members of either the transferor or (if it is a FSoc) the transferee. In addition, the PRA may request that the independent actuary considers the likely effects on any other policyholders or members impacted by the transfer. 4.13I The PRA will take into account the scale and complexity of the transfer in its decision whether to require such a report. The PRA is more likely to direct one or both firms to obtain an independent actuary’s report where one or more of the criteria set out below are met. 21 For firms where an ORSA is a requirement following PRA Rulebook, Rules 3.8 to 3.12 of the Conditions Governing Business. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 37 (1) One or both firms propose the appointment of an independent actuary. (2) One or both firms are categorised by the PRA as Category 1–3 firms. (3) The proposed transaction involves material actuarial judgement. (4) The PRA has material concerns around the governance or controls framework of one or both firms. 4.13J Even where the PRA does not initially expect to direct one or both firms to produce an independent actuary’s report, it may do so later in the process, particularly where new information comes to light that may affect its assessment of the proposed transfer, including any change to the proposed terms of the transfer. The PRA will consult the FCA before deciding whether to give a direction. 4.13K The PRA may request the firm’s reasons for the proposed appointment. In addition to the requirement in the FSocs Act that the independent actuary must not be the appropriate actuary of either participating firm, the PRA considers that firms should take the following into account when appointing an independent actuary:
(1) firms should have regard to the general principles set out in paragraphs 2.22 and 2.26 of Chapter 2 when selecting and engaging an independent actuary, including in relation to independence, relevant experience, and conflicts of interest; and (2) the independent actuary should have regard to the general principles set out in paragraph 2.26A of Chapter 2 in relation to the ongoing assessment of their independence throughout the process. 4.13L The general principles set out in paragraphs 2.30–2.37 of Chapter 2 should be applied to the independent actuary’s report, and the PRA would expect appropriate consideration to be given to factors noted in paragraphs 4.13B–4.13E and 4.13G. 4.13M The PRA may request in certain instances that supplementary reports are produced, by some or all of the internal actuaries of the firms participating in the transaction and/or by any independent actuary. This may occur, for example, where there have been material financial or other developments subsequent to the date of the information produced for the members’ vote and prior to the Confirmation Assessment Meeting(s). In such instances, the PRA will consider the specific procedural implications of requesting a supplementary report on a case-by-case basis. For example, where the conclusions in the supplementary reports differ from those in the first reports, the PRA notes this may necessitate further communications with affected members eligible to vote and/or additional advertising. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 38 Depending on the materiality of the conclusions reached, it may also lead to the requirement for a further member vote.
Part C: Member engagement and member vote(s)
C1: Member engagement: general approach
4.13N Under the FSocs Act, members will normally have the opportunity to vote on a proposed amalgamation or transfer (save for the exceptions set out in paragraph 4.12A). A FSoc has to ensure that, before casting their votes, its members are clearly and fully informed of the terms on which the amalgamation or transfer of engagements is to take place and that they have all the information needed to understand how their interests will be affected. If the society’s rules permit, delegates can vote except on an ‘affected members’ resolution’ under section 86. 4.13O It is likely that the information sent to members with voting rights will include a statement explaining the reasons for the amalgamation or transfer and the choice of partner. Although this is not a statutory statement and not subject to the PRA’s approval, the PRA’s views on the content of the statement will be a factor that it will take into account before considering whether to confirm the amalgamation or transfer. A FSoc will therefore find it helpful to consult the PRA about the content of such a statement. C2: Member engagement: Schedule 15 statement to members
4.14 Schedule 15 to the FSocs Act 1992 FSocs Act requires a statement to be sent to every
member of a FSoc entitled to vote on a transfer or amalgamation. This requirement applies to each participating FSoc (save where the PRA has exercised discretion as set out in paragraph 4.12A). Among other matters this statement has to cover the financial position of the friendly society and every other participant in the transfer or amalgamation. The members should be provided with sufficient financial information about the respective financial positions of the participants to gain an understanding of the relative financial strengths and key features of the participants. The statement has to include a summary of any actuary’s report under section 88, though the PRA may direct that the summary is to be provided separately if inclusion appears impractical.
4.15 [Deleted]. The financial information provided under 4.14 would normally contain
comparative statements of balance sheets at the same date, and include main investments, reserves, regulatory capital requirements, capital coverage and funds or technical provisions, with details of the number of members of each participant as at the balance sheet date and the premium income of the relevant fund of each participant during the financial year to which the balance sheet relates. 4.16 to 4.179 below give further details of the financial information to be included. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 39
4.16 [Deleted]. If the information relates to a position some time in the past, the information
should state that there has been no significant change or include a clear description of the changes. Differences in accounting policies and reporting requirements could lead to the loss of some comparability between participants. Such differences and their estimated financial effects (if any) should be explained.
4.17 [Deleted]. The information should state whether any of the participants has any
significant future capital commitments. The PRA will require it to state that the transfer of engagements or amalgamation will not conflict with any contractual commitment by a society, any subsidiary or any body jointly controlled by it and others.
4.18 [Deleted].
4.18A When preparing the Schedule 15 statement, firms should have regard to the following matters:
(1) The statement and associated processes must comply with the FSocs Act and with each firm’s rules. The PRA may request such information as it considers necessary to satisfy itself that those requirements have been met, including, where appropriate, details of any legal analysis relating to compliance with the relevant statutory requirements and rules. (2) Firms should consider what information members may reasonably expect to receive. This may include, for example, appropriate disclosure where the proposed transfer of engagements or amalgamation is material to the future viability of a FSoc. Firms should include key assumptions, as well as an explanation of how different groups of members and policyholders may be affected over different time horizons. Without affecting the requirements set out in (1), the PRA expects the statement to be commensurate with the scale, nature and complexity of the participating societies and of the proposed transaction. (3) Under Schedule 15 to the FSocs Act, the statement must include the financial position of the society and of every other society or firm participating in the amalgamation or transfer. The members should be provided with sufficient financial information about the respective financial positions of the participants to gain an understanding of the relative financial strengths and key features of the participants. This would normally contain, at a minimum, comparative statements of balance sheets at the same date, and include main investments, reserves, regulatory capital requirements, capital coverage and funds or technical provisions. In addition, it would set out the number of members of each participant as at the balance sheet date and the premium income of the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 40 relevant fund of each participant during the financial year to which the balance sheet relates. (4) If the information relates to a position sometime in the past, the information should state that there has been no significant change or include a clear description of the changes. Differences in accounting policies and reporting requirements could lead to the loss of some comparability between participants. Such differences and their estimated financial effects (if any) should be explained. (5) Under Schedule 15 of the FSocs Act, the statement is required to include particulars of: (i) any interest of the members of the committee of management in the amalgamation or transfer; and (ii) any compensation or other consideration proposed to be paid to committee members or other officers of the society and to the officers of every other society or firm participating in the amalgamation or transfer. Under section 92 of the FSocs Act, any compensation must be approved by a special resolution, separate from any resolution approving other terms of the amalgamation or transfer. This enables members to vote on this as a separate issue. (6) The statement should include appropriate disclosure of information relating to the analysis produced by the actuaries reviewing the amalgamation or transfer. (i) Where a firm has been directed under section 88 of the FSocs Act to obtain an independent actuary’s report, the statement sent to members must include a summary of that report. Where it appears to the PRA that it is impracticable to include that summary within the statement, the PRA may, as part of its direction, require that the summary be sent separately, within such period as may be specified in the direction. As required by legislation, the full report is required to be made available to anyone on payment of a reasonable fee; the statement should explain how the report may be obtained. (ii) As noted in paragraph 4.47(2), firms should ensure that all information material to the members’ decision about the amalgamation or transfer has been made available to all members eligible to vote. Firms should therefore consider making internal actuarial reports available to voting members or, alternatively, provide an explanation to the regulators as to why information contained within internal actuarial reports, and not available elsewhere, is not material to the members’ decision. The decision not to make internal actuarial reports available to all eligible This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 41 voting members is likely to be more difficult to justify in circumstances where the firm(s) have not been directed to produce an independent actuary’s report. (7) Under Schedule 15 to the FSocs Act, the PRA may require the statement to include any other matter. Under this provision, inclusion of the terms on which the amalgamation or the transfer of engagements is to be made will usually be required. (8) The PRA may require confirmation from the auditors of either FSoc involved in the transfer or amalgamation about the reasonableness of any part of the information in the statement. For instance, such confirmation would normally be required if the financial information relates to a date more than six months prior to the date of the vote on the special resolution. (9) The information should state whether any of the participants has any significant future capital commitments. The PRA will require the statement to confirm that the transfer of engagements or amalgamation will not conflict with any contractual commitment by a society, any subsidiary or any body jointly controlled by it and others. (10) The PRA would expect firms to be transparent about any potential material conflicts arising in the transfer or amalgamation process, for example, where actuarial services are shared. In addition to making appropriate disclosures, firms should set out the arrangements in place to identify, manage, and mitigate such conflicts. (11) The PRA encourages firms to ensure that the statement is accessible to members and set out in a clear manner appropriate to the intended audience.
4.19 [Deleted]. The PRA may require confirmation from the auditors of either friendly society
involved in the transfer or amalgamation about the reasonableness of any part of the information in the statement. For instance such confirmation would normally be required if the financial information relates to a date more than six months previously. 4.19A Under Schedule 15 to the FSocs Act, a society is regarded as sending a member the
Schedule 15 statement if it makes the statement available to the member on a website. In
such cases, the society must comply with the relevant statutory requirements, including
section 119AB of the Act as modified by paragraph 4A of Schedule 15. This includes that the
member has agreed (generally or specifically) to the statement being made available in that manner and has been notified of the availability of the statement and how it may be accessed. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 42
4.20 [Deleted]. The statement is required to include particulars of:
(1) [Deleted]. any interest of the members of the committee of management in the amalgamation or transfer; and (2) [Deleted]. any compensation or other consideration proposed to be paid to committee members or other officers of the society and to the officers of every other society or person participating in the amalgamation or transfer. Under section 92 of the Friendly Societies Act 1992, any compensation must be approved by a special resolution, separate from any resolution approving other terms of the amalgamation or transfer. This enables members to vote on this as a separate issue. 4.20A Where a firm does not operate a delegate voting system, the PRA recognises that engaging with all members eligible to vote may present practical difficulties, notwithstanding reasonable efforts, including member tracing activity. In such circumstances, firms should consider whether additional communications may be appropriate to raise awareness of the
Schedule 15 statement. This may include, for example, a newspaper advertisement directing
members to information available from the society or to the Schedule 15 statement on the firm’s website.
4.21 [Deleted]. Under schedule 15 to the Friendly Societies Act 1992, the PRA may require
the statement to include any other matter. Under this provision, inclusion of the terms on which the amalgamation or the transfer of engagements is to be made will usually be required. 4.21A The PRA will consult the FCA before deciding whether to approve the Schedule 15 statement.
4.22 The statement should be approved by the PRA, after consulting with the FCA, prior to
being shared with members, and the statement should be clearly separate from other information sent to members. If it is not in a self-contained document, the approved element should appear in a separate section. The PRA must approve the statement, but the society is responsible for the accuracy of the financial data; therefore, this clarification should be clearly set out in the statement. 4.22A The FSocs Act Friendly Societies Act prescribes that the statement should be provided to members a minimum of 14 days prior to the vote (or such longer period as required by the rules of the societies that have members who are eligible to vote on the transfer). In order to ensure that members have sufficient time to consider the information, the PRA would expect this period to be longer in some circumstances, for example where a society has a very large membership or where a transfer is particularly complex. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 43
4.23 [Deleted].
C3: Resolutions
4.23A The PRA will ask firms to confirm that the relevant special resolution(s) has been duly passed in accordance with the FSocs Act. The exception to this is where consent has been given under section 86(3)(b) of that Act and evidence has been provided as per paragraph 4.12F. This includes confirmation that the resolution was approved by not less than three￾quarters of those entitled to vote and voting in person or by proxy or, where the society operates a delegate voting system, by not less than three-quarters of delegates entitled to vote and voting. The PRA will also seek confirmation that the resolution has been passed in accordance with the rules of each participating firm, including any applicable requirements relating to notice periods and voting procedures. 4.23B The FSocs Act requires, under section 92, that any provision for compensation for loss of office or emoluments be approved by a special resolution separate from any resolution approving the other terms of the amalgamation or transfer. The PRA may ask a firm to confirm whether such approval was required and, where applicable, whether it was obtained in accordance with the Act and the rules of the firm. Where compensation is paid to an officer without having been authorised in accordance with the FSocs Act, the Act provides that the compensation must be repaid. 4.23C Where there is uncertainty in the application of the relevant legislative provisions relating to compensation for loss of office or emoluments, and firms take the view that a separate resolution is not required, the PRA expects firms to provide evidence supporting their view. The PRA may also ask firms to provide a legal opinion. The PRA would not usually regard pre-existing contractual redundancy rights, where triggered by a Part VIII transfer, as compensation for loss of office. Confirmation procedures and criteria
4.24 [Deleted]. Under the Friendly Societies Act 1992:
(1) [Deleted]. when the members of a transferor society have approved the transfer of its engagements by passing a special resolution and the transferee has approved the transfer (by passing a resolution where the transferee is a friendly society); or (2) [Deleted]. when two or more societies have approved a proposed amalgamation by passing a special resolution; it, or they jointly, must then obtain confirmation by the PRA of the transfer. Notice of the application will need to be published in one or more of the London, Edinburgh or Belfast Gazettes and other newspapers as directed by the PRA. This notice should include This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 44 information as to how members can make representations. If the PRA confirms a transfer, then the FCA will register the society’s instrument of transfer after receiving an application on the appropriate form by the transferor society and the transferee. If the PRA confirms an amalgamation, the FCA will register the successor society. For transfers, all the property, rights and liabilities pass on the transfer date specified by the PRA on the registration certificate provided by the FCA. For amalgamations, all the property, rights, and liabilities pass on the date specified on the certificate of incorporation provided by the FCA.
Part D: Formal application, public notices, and representations
D1: Formal notice of the application
4.24A Firms should apply to the PRA for confirmation of an amalgamation or transfer after the proposals have been approved by the requisite member resolution(s) and, where relevant, the committee of management has resolved to undertake to fulfil the engagements. In the case of a transfer, the application should be made by the transferor. In the case of an amalgamation, the application must be made jointly by all participating societies. 4.24B Unless otherwise directed by the PRA, the application should be submitted to the respective PRA supervisor, by email, with a copy provided to the FCA. For each firm involved, it should include the firm’s full name, firm reference number, registered address, the expected effective date of the transfer or amalgamation. In the case of a transfer of engagements, it should also state whether the transfer relates to all of the transferor’s engagements. The application should also confirm that the Schedule 15 statement has been sent to all members eligible to vote and, unless the PRA has given consent under section 86(3)(b) of the FSocs Act, that the requisite member resolution(s) have been passed. 4.24C The PRA would expect that an application is accompanied by an explanation of how the various confirmation criteria and relevant requirements under the FSocs Act, and the rules of the societies that are parties to the transaction, have been met. 4.24D Under the FSocs Act, firms are required to publish a notice of their application in one or more of the London, Edinburgh or Belfast Gazettes and other newspapers as directed by the PRA. The notice must state that any interested party has the right to make representations to the PRA in respect of the application. It must specify the date (determined by the PRA) by which any written representations, or written notice of an intention to make oral representations, must be received by the PRA. It must also specify the date (determined by the PRA) on which the PRA intends to hear any oral representations. 4.24E The notice should request that persons making representations provide their contact details and state clearly why they claim to be an interested party, and the grounds to which their representations are directed. The notice should also explain that, by contacting the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 45 PRA, the details of the submissions may be shared with the FCA and the firms participating in the amalgamation or transfer. 4.24F Firms should provide the PRA with a draft statutory notice. The PRA will complete the contact details for persons wishing to make representations, together with the relevant dates. While firms may propose the deadline referred to in paragraph 4.24D in the draft notice, that date will be determined by the PRA and would not normally be less than six weeks after publication. Firms may also propose a date for the hearing of oral representations. The PRA would not normally select a hearing date that is less than two working days after the deadline referred to in paragraph 4.24D. 4.24G Where a FSoc participating in a transfer is required by the PRA under section 88 of the FSocs Act to obtain an independent actuary’s report, the Act requires that the society must publish a notice stating that the report has been obtained. The Act also requires the notice to specify the addresses of the society’s offices at which copies of the report will be available for inspection for a period of not less than 21 days beginning on the date of first publication of the notice. The notice must also include any particulars relating to the report that the PRA may require in respect of the transfer.
4.25 [Deleted].
4.26 [Deleted]. The criteria that the PRA must use in determining whether to confirm a
proposed amalgamation or transfer is set out in Schedule 15 to the Friendly Societies Act
1992. These criteria include that:
(1) [Deleted]. confirmation must not be given if the PRA considers that:
(a) [Deleted]. there is a substantial risk that the successor society or transferee will be lawfully unable to carry out the engagements to be transferred to it. For the purposes of this condition, the PRA may have regard to the requirements of any country outside of the UK which appear to be relevant; (b) [Deleted]. information material to the members’ decision about the amalgamation or transfer was not made available to all the members eligible to vote; (c) [Deleted]. the vote on any resolution approving the amalgamation or transfer does not represent the views of the members eligible to vote; or (d) [Deleted]. some relevant requirement of the Friendly Societies Act 1992 or the rules of any of the participating societies was not fulfilled (but it This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 46 can modify some requirements and direct that certain failures may be disregarded, see 4.13 above and 4.28 below); (2) [Deleted]. the PRA must be satisfied that:
(a) [Deleted]. the transferee or successor society will have any permissions necessary under Part 4A of FSMA; (b) [Deleted]. for a transfer, it is in the interests of the members of each friendly society participating in it; and (c) [Deleted]. (d) [Deleted]. for transfers which fall within scope of paragraph 15 of
Schedule 15 to the FS Act, that every policy included in the transfer
evidences a contract which was entered into before the date of the application; and (3) [Deleted]. for a transfer, the transferee possesses the necessary margin of solvency after taking the proposed transfer into account or, where it is not required to maintain a necessary margin of solvency, possesses an excess of assets over liabilities (If the transferee is a Swiss general insurance company, then confirmation will be needed from FINMA that it meets Switzerland’s solvency margin requirements). 4.26A [Deleted]. The PRA would expect that an application is accompanied by an explanation of how the various confirmation criteria and relevant requirements under the Friendly Societies Act 1992 have been met.
4.27 [Deleted]. If authorisation or a Part 4A permission is needed, the PRA will need to
consider the application for authorisation or permission in the usual way. If the authorisation or permission is refused, confirmation cannot be given even if all the other criteria are met.
4.28 [Deleted]. The PRA may (as an alternative to refusing confirmation) direct the society to
remedy certain procedural defects in a proposed transfer or amalgamation, and after they have been remedied confirm the application. If it appears to the PRA that failure to meet a ‘relevant requirement’ of the Friendly Societies Act 1992 or the rules of the friendly society is not material to the members’ decision, then it may direct that this failure is to be disregarded. D2: Confirmation procedures: Approach to representations
4.29 Any interested party has the right to make representations to the PRA about an
application for confirmation of a transfer or amalgamation. This includes any person (whether a member of the FSoc or not) who claims that they would be adversely affected by the This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 47 amalgamation or transfer. The person making the representations should state clearly why they claim to be an interested party and the ground to which the representations are directed.
4.30 Written representations, or written notice of a person’s intention to make oral
representations, or both, are required to reach the PRA by the date published in the relevant Gazettes and other newspapers. Those giving notice of intent to make oral representations are advised to state the nature and general grounds of the oral representations they intend to make. Persons who make written representations but subsequently decide also to make oral representations are required, nevertheless, to give notice of that intention, in writing, to the PRA by the same date. The written representation should state clearly why the person making the representation claims to be an interested party and the ground(s) to which the representations are directed. The PRA will send copies of all written representations to the society and will give it an opportunity to comment on the representations. The PRA also expects the society to respond directly in writing in advance of the Representations Hearing to those that have made written representations. The PRA may consider the written representations and the society’s response to them, before the date set for any Representations Hearing to hear oral representations. 4.30B In addition to written representations sent to the PRA, it is likely that members will also raise concerns with the society directly. The regulators would expect the society to share summaries of these member communications and its assessment of the issues raised in advance of the Representations Hearing where possible.
4.31 [Deleted]. The PRA will send copies of all written representations to the society, and will
give them an opportunity to comment on the representations. The PRA also expects the society to respond directly in writing in advance of the hearing to those that have made representations. The PRA It may consider the written representations and the society’s response to them, before the date set for any pre-confirmation hearing to hear oral representations. A synopsis of the written representations (probably in the form of a summary of each of the points made and the numbers of persons making each point) and the society’s responses will be made available to those participating in any pre-confirmation hearing. This is intended to inform those making oral representations of the points already being considered by the PRA. In addition to written representations sent to the PRA, it is likely that members will also raise concerns with the society directly. The regulators would expect the society to share summaries of these member communications and its assessment of the issues raised. 4.31A Where an interested party intends to make an oral representation at the Representations Hearing, they should provide written notice to do so by the date published in the relevant Gazettes and other newspapers. As part of the written notice, those giving notice of intent to make oral representations should clearly state why they claim to be an interested party and the ground(s) to which the representations are directed. They are also advised to This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 48 state the nature and general grounds of the oral representations they intend to make. Persons who make written representations but subsequently decide also to make oral representations are required, nevertheless, to give notice of that intention, in writing, to the PRA by the same date.
4.32 The regulators expect that any documents referred to in the society’s comments on the
representations will be made available by the society for inspection at its registered office, on its website and, if reasonably possible, at the venue of the hearing Representations Hearing on the date of the hearing. However, if a society applies to put documents which it considers to be sensitive to the regulator(s) in confidence, the regulators will balance any disadvantage this might cause interested parties in making representations against the potential negative impact commercial damage that publication of the documents might cause and may permit the documents or sensitive parts of them not to be available for inspection. D3: Representations Pre-confirmation Hearing 4.32A Where an interested party has stated their intention to make an oral representation, the PRA will hold a Representations Hearing to consider the oral representations. This will take place in advance of the Confirmation Assessment Meeting(s).
4.33 Interested parties may be represented and may make collective representations. Such
arrangements should be notified to the PRA in advance to enable it to make appropriate arrangements.
4.34 The hearing will be at a time and place that will be notified to the participants and will be
conducted by the PRA’s representatives. The hearing may last longer than one day and may be adjourned. The PRA will try to tell participants when they may expect to make their representations and when the society may be expected to respond.
4.35 Where practical and appropriate, the PRA expects that any pre-confirmation hearings
Representations Hearing will be held in public, though this is not required and is subject to the PRA’s discretion. At the start, members of the general public and the press will be asked to wait outside while participants are asked if any of them has good reason to object to the admission of the general public or the press. Unless an objection by a participant is upheld by the PRA’s representatives, the press and the general public will then be admitted, within the limits of the space available. The PRA’s representatives may decide that parts of the hearing will be in private if that appears to them to be necessary. 4.35A A synopsis of the written representations (probably in the form of a summary of each of the points made and the numbers of persons making each point) and the society’s responses will be made available to those participating in any Representations Hearing. Where practical or other limitations prevent a written synopsis being available or illustrative of all written representations, the PRA may supplement or replace the synopsis with a verbal This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 49 update. This is intended to inform those making oral representations of the points already being considered by the PRA.
4.36 The procedure will be informal. All participants will be expected to speak concisely and
avoid repetition. The PRA will, as far as practicable, help those who are not professionally represented. Those taking the hearing may question the participants. The sequence of events will normally be:
(1) any preliminary matters (such as the admission of the public or other procedural questions) will be dealt with; (2) the chair of the hearing will introduce the proceedings; (3) the society representatives will be invited to speak on the application, including a description of the events at the meeting at which the resolution to amalgamate or transfer was put to the members, a statement of the voting on the resolution, and any other matters that they wish to introduce at that stage; (4) the other participants will be invited to speak to their representations. The PRA expects to call them in order of a list arranged, as far as possible, by subject matter; (5) the society representatives will be invited to reply to, or comment on, the points made by the other participants; and (6) the other participants will be invited to comment on the society’s replies.
4.37 The procedure in 4.36 above may be varied according to the circumstances at the
hearing Representations Hearing, and is intended only as a guide and may change subject to the PRA’s discretion. The hearing may be adjourned if the PRA’s representatives consider it necessary in order to enable facts to be checked or additional information to be obtained.
4.38 The PRA will not decide whether to confirm the transfer or amalgamation at the hearing
Representations Hearing. A copy of its written decision, including its findings on the points made in representations, will be sent to the society and to those making representations where practical to do so. It will also be available to any other person on request and may be published. 4.38A Firms should ensure that they respond to each point raised during the representations process in advance of the Confirmation Assessment Meeting(s). The response should be sent to the respective PRA supervisor, by email, with a copy provided to the FCA. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 50
Part E: Confirmation Assessment Meeting(s) and related
processes
E1: Preparation for the Confirmation Assessment Meeting(s)
4.39 The PRA will typically seek confirmation of the participating firms’ most recent capital
positions and the projected capital position of the successor society or transferee immediately following the amalgamation or transfer.
4.40 For a transfer to another FSoc, if the conditions of sections 87(1) and 87(2) of the FSocs
Act are met, a report is required from the appropriate actuary of the transferee to confirm that it will meet the necessary margin of solvency. Where the conditions of sections 87(1) and 87(3) are met, the PRA may require a report from the appropriate actuary of the transferee to confirm that it will have an excess of assets over liabilities. Where paragraph 15 or 15A of
Schedule 15 to the FSocs Act applies, the PRA will consider, on the basis of the information
provided to it (including that referred to in paragraph 4.39), whether the transferee will possess the necessary margin of solvency after taking the proposed transfer into account. Where the PRA is satisfied that this is the case, it will certify this in writing (other than where engagements constituting general business are to be transferred to a Swiss insurance company and paragraph 15 of Schedule 15 to the FSocs Act applies, in which case confirmation will be needed from FINMA that the transferee meets the applicable solvency margin requirements in Switzerland).
4.41 The PRA may request information on any material developments arising since the
Schedule 15 statement was issued, including matters relevant to its assessment of the
application. This may include a request for firms to confirm whether any formal objections, complaints, or other material issues have arisen since the conclusion of the representations process.
4.42 The PRA may also request an updated Instrument of Transfer, or equivalent transaction
documentation, together with an explanation of any material changes made since the draft previously provided to the PRA.
4.43 Firms should provide, at least 8 weeks in advance of the Confirmation Assessment
Meeting(s), an analysis of the applicable statutory confirmation criteria, including any relevant preclusion grounds, to support the PRA’s assessment. Where appropriate, the PRA may request further firm‑specific information or analysis from one or both firms.
4.44 Each firm participating in the transfer or amalgamation should confirm the availability of
the relevant persons responsible for engaging with the post‑confirmation processes set out in paragraphs 4.54 and 4.55. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 51 E2: Confirmation Procedures and Criteria Confirmation Assessment Meeting(s)
4.45 The PRA will hold a closed-session Confirmation Assessment Meeting(s), which
representatives of the transferring or amalgamating firms will not be invited to attend. Therefore, firms should ensure that all points they wish the PRA to consider are submitted in writing well in advance of the Confirmation Assessment Meeting(s). The PRA will consult with the FCA prior to the Confirmation Assessment Meeting(s), and its views on the proposed transfer or amalgamation will be considered at the Confirmation Assessment Meeting(s).
4.46 The PRA will consider any representations received, together with the responses
provided by one or both participating firms.
4.47 Schedule 15 to the FSocs Act sets out the criteria against which the PRA must assess a
proposed amalgamation or transfer. If any of the statutory preclusion grounds apply, the PRA cannot confirm the proposed amalgamation or transfer. The principal elements of those grounds are summarised below. (1) ‘The Successor Ground’ 22 considers whether there is a substantial risk that the successor society or transferee will not be able lawfully to carry out the engagements to be transferred. For this purpose, the PRA may have regard to the requirements of the law of any country outside of the UK which appear to be relevant. (2) ‘The Material Information Ground’ 23 considers whether some information material to the members' decision about the amalgamation or transfer was not made available to all the members eligible to vote. (3) ‘The Representative Vote Ground’ 24 considers whether the vote on any resolution approving the amalgamation or transfer does not represent the views of the members eligible to vote. (4) ‘The Requirements Ground’ 25 considers whether some relevant requirement of the FSocs Act or the rules of any FSoc participating in the amalgamation or transfer was not fulfilled. (5) ‘The Permissions Ground’ 26 considers whether there is a substantial risk that the successor society or transferee will not have the necessary permission 22 FSocs Act, Schedule 15, paragraph 8(2) 23 FSocs Act, Schedule 15, paragraph 9(1)(a) 24 FSocs Act, Schedule 15, paragraph 9(1)(b) 25 FSocs Act, Schedule 15, paragraph 9(1)(c) 26 FSocs Act, Schedule 15, paragraph 11 This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 52 under Part 4A of FSMA to enable it to carry on the business that it will have as a result of the amalgamation or transfer. If authorisation or variation of a Part 4A permission is needed, the PRA will need to consider the application for authorisation or variation of permission in the usual way. If the authorisation or variation of permission is refused, confirmation cannot be given even if all the other criteria are met.
4.48 In the case of a transfer, additional statutory preclusion grounds also apply. The
principal elements of those grounds are summarised below.
(6) ‘The Ability Ground’
27 considers whether all the engagements included in the transfer may be transferred to the transferee. (7) ‘The Members Ground’ 28 considers whether the transfer is in the interests of the members of the transferor and transferee. (8) ‘The Solvency Ground’ 29 considers whether the transferee possesses the necessary margin of solvency after taking the proposed transfer into account (or, where no margin of solvency is required under PRA rules, that the value of the transferee’s assets will exceed its liabilities). (9) Where paragraph 15 of Schedule 15 to the FSocs Act applies, ‘The Inclusion Ground’ 30 considers whether every policy included in the transfer evidences a contract which was entered into before the date of the application.
4.49 Where complexities arise or further evidence is required, the Confirmation Assessment
Meeting(s) may be adjourned to allow for additional analysis or further engagement with firms.
4.50 The PRA may (as an alternative to refusing confirmation) direct the society firm to
remedy certain procedural defects in a proposed transfer or amalgamation, and after they have been remedied, confirm the application. If it appears to the PRA that failure to meet a ‘relevant requirement’ of the FSocs Act or the rules of the FSoc(s) is not material to the members’ decision, then it may direct that this failure is to be disregarded. E3: The PRA’s decision
4.51 Following the Confirmation Assessment Meeting(s), the PRA will notify the FCA and the
firms whether the transfer or amalgamation has been confirmed. Firms should not make any 27 FSocs Act, Schedule 15, paragraph 12(a) 28 FSocs Act, Schedule 15, paragraph 12(b) 29 FSocs Act, Schedule 15 paragraph 13, 15, or 15A 30 FSocs Act, Schedule 15, paragraph 15 This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 53 public announcement regarding the transfer or amalgamation until the written decision notice referred to in paragraphs 4.52 and 4.53 has been published or formally issued. In exceptional circumstances, where the PRA deems it appropriate, it may give written approval for an announcement to be made before that notice has been published or formally issued.
4.52 The PRA may, where it considers it appropriate, share a draft written decision notice
with firms for the limited purpose of identifying any factual inaccuracies.
4.53 Where a written decision notice contains confidential information within the meaning of
section 348 of FSMA, the PRA may disclose that information only with the consent of the
relevant parties. This may include, in some cases, directions given under paragraph 9(3) or 10 of Schedule 15 to the FSocs Act. As the PRA expects that the written decision notice will normally be published, it will usually seek confirmation from the relevant parties that the information contained in the written decision may be published. E4: Processes after the Confirmation Assessment Meeting(s)
4.54 Where the PRA confirms an amalgamation, and the successor society is registered
under the FSocs Act, the date of the amalgamation will be the date specified in the certificate of incorporation issued by the FCA. On that date, the property, rights and liabilities of each of the amalgamating societies will transfer to the successor society, and each of the amalgamating societies will then be dissolved. Subject to sufficient information being provided and the relevant requirements being met, the regulators will inform the successor society of the permission granted under Part 4A of FSMA.
4.55 Where the PRA confirms a transfer, firms should apply to register the Instrument of
Transfer with the FCA. The FCA will register the Instrument of Transfer and issue a registration certificate to the transferee specifying the date of the transfer. The transferee should confirm that date to the PRA. On that date, the property, rights and liabilities of the transferor, to the extent set out in the Instrument of Transfer, will transfer to the transferee. Where the effective date of the transfer differs from that previously stated before the Confirmation Assessment Meeting(s), firms should explain the reasons for the change to the regulators. Where the transfer relates to all the engagements of the transferor, the transferor will be dissolved on the effective date of the transfer. This document is in draft form for consultation Draft for consultation

Bank of England | Prudential Regulation Authority Page 54 Appendices This annex details changes to this Statement of Policy following its initial publication in April 2015 1 2022 12 January 2022 This SoP was updated on Wednesday 12 January 2022 following the publication of Policy Statement (PS) 1/22 ‘Insurance Business Transfers’. 31 It was updated to:

• remove references to the PRA’s consultation with European Economic Area
  (EEA) regulators, and transfers from the EEA into the UK, to align with amended legislation;
• provide additional guidance to firms, independent experts, and other interested
  parties on the PRA’s specific role and approach to insurance business transfers;
• provide guidance on the PRA’s approach to transferees in run-off; and
• provide additional guidance on the PRA’s approach to friendly society transfers.
  The policy is effective from Wednesday 12 January 2022.

31 January 2022: CP16/21 | PS1/22 – Insurance business transfers This document is in draft form for consultation Draft for consultation