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NOTICE AIG EUROPE LIMITED AND AMERICAN INTERNATIONAL GROUP UK LIMITED AND AIG EUROPE SA

NOTICE AIG EUROPE LIMITED AND AMERICAN INTERNATIONAL GROUP UK LIMITED AND AIG EUROPE SA

Published: 6 June 2018

IN THE HIGH COURT OF JUSTICE CR-2017-009373
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)

IN THE MATTER OF
AIG EUROPE LIMITED
AND
AMERICAN INTERNATIONAL GROUP UK LIMITED
AND
AIG EUROPE SA
AND
IN THE MATTER OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000

NOTICE

NOTICE IS HEREBY GIVEN that, on 5 March 2018, AIG Europe Limited (the “Transferor”)
and American International Group UK Limited (the “UK Transferee”) and AIG Europe SA
(the “European Transferee”) made an application (the “Application”) to the High Court
of Justice, Business and Property Courts of England and Wales, Companies Court in
London (the “Court”) pursuant to section 107(1) of the Financial Services and Markets
Act 2000 (as amended) (“FSMA”) for an Order:
1. under section 111 of FSMA sanctioning an insurance business transfer scheme
(the “Scheme”) for the transfer of:
(a) certain insurance business carried on by the Transferor to the UK Transferee
(the “Transferring UK Business”) in accordance with the terms of the Order and
without any further act or instrument; and
(b) shortly after the transfer of the Transferring UK Business, all remaining insurance
business carried on by the Transferor to the European Transferee (the “Transferring
EEA Business”) under the planned cross-border merger by absorption of the
Transferor by the European Transferee pursuant to the Companies (Cross-Border
Mergers) Regulations 2007 (SI 2007/2974) (the “Merger”) and in accordance
with the terms of the Order; and
2. making ancillary provision in connection with the Scheme pursuant to section 112
and 112A of FSMA.
The following documents are available free of charge and can be downloaded
at www.aig.com/brexit:
• A copy of a report on the terms of the Scheme prepared in accordance with
section 109 of FSMA, by an Independent Expert, Steve Mathews of Willis Towers
Watson, whose appointment has been approved by the Prudential Regulation
Authority, (the “Scheme Report”);
• the full Scheme document;
• the Scheme Booklet (which contains a summary of the terms of the Scheme, and
a summary of the Scheme Report); and
• a question and answer document about the Scheme.

Supporting documents and any further news about the Scheme will be posted on this
website so you may wish to check for updates. You can also request free copies of any of
these documents by writing to or telephoning the Transferor using the contact details
below.
The Application is due to be heard on 18 October 2018 by a Judge of the Chancery
Division of the High Court at The Rolls Building, Fetter Lane, London, EC4A 1NL, United
Kingdom. A similar application in relation to the Merger is due to be heard at the same
time. If approved by the Court, it is proposed that the Scheme and the Merger will take
effect on 1 December 2018.
Any person who claims that he or she may be adversely affected by the carrying out of
the Scheme has a right to attend the hearing and express their views either in person or
by a legal representative.
Any person who claims that they may be adversely affected by the Scheme but does not
intend to attend the hearing may make representations about the Scheme by telephone
or in writing to the solicitors named below or the Transferor using the contact details set
out below.
Any person who intends to appear at the hearing or make representations by telephone
or in writing is requested (but is not obliged) to notify his or her objections as soon as
possible and preferably at least five days before the hearing of the Application on
18 October 2018 to the solicitors named below or to the Transferor using the contact
details set out below.
If the Scheme is sanctioned by the Court, it will result in the transfer of:
1. all the contracts, property, assets and liabilities relating to the Transferring UK Business
to the UK Transferee in accordance with the terms of the Order; and
2. all the contracts, property, assets and liabilities relating to the Transferring EEA Business
to the European Transferee under the Merger and in accordance with the terms of the
Order,
in each case, notwithstanding that a person would otherwise be entitled to terminate,
modify, acquire or claim an interest or right or to treat an interest or right as terminated
or modified in respect thereof. Any such right will only be enforceable to the extent the
Order of the Court makes provision to that effect.
6 June 2018
Transferor contact address:
The AIG Building, 58 Fenchurch Street, London EC3M 4AB, United Kingdom
Transferor contact information:
Telephone number: United Kingdom - 00800 244 244 29. Our phone lines are open
from 9.00am to 5.00pm Monday to Friday (excluding bank holidays and public
holidays). For telephone numbers in other countries, please visit www.aig.com/brexit
Postal address: AIG Brexit Team, The AIG Building, 58 Fenchurch Street,
London EC3M 4AB, United Kingdom
Email: aigbrexit@aig.com
Freshfields Bruckhaus Deringer LLP
65 Fleet Street, London, EC4Y 1HS, United Kingdom Ref: 153385.0064 (GHFS)
Solicitors for the Transferor

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