Publication Date: Friday, 23 December 2011
Notice Code: 2614
Petitions to Transfer Business
STANDARD LIFE INVESTMENT FUNDS LIMITED
TRANSFER OF LONG-TERM INSURANCE BUSINESS
TO
STANDARD LIFE ASSURANCE LIMITED
AND
VARIATION OF THE SCHEME UNDER WHICH THE BUSINESS OF THE STANDARD LIFE ASSURANCE COMPANY WAS TRANFERRED TO STANDARD LIFE ASSURANCE
LIMITED
Notice is hereby given that on 20 December 2011 the Court of Session in Edinburgh pronounced:
(A) an order under sections 111(1) and 112 of the Financial Services and Markets Act 2000 (the “Act”):
1. sanctioning a scheme (the “Scheme”) under which the long-term insurance business of Standard Life Investment Funds Limited,
incorporated under the Companies Acts, registered in Scotland (Company Number SC068442) and with its registered office at
Standard Life House, 30 Lothian Road, Edinburgh (“SLIF”) will be transferred to Standard Life Assurance Limited, incorporated
under the Companies Acts, registered in Scotland (Company Number SC286833) and with its registered office at Standard Life
House, 30 Lothian Road, Edinburgh (“SLAL”);
2. transferring to SLAL (under sections 112(1)(a), 112(2)(a) and 112(2A) of the Act) with effect from the time and date on
which the Scheme is to take effect, which is expected to be 23:59 on 31 December 2011 (the “Effective Time”), the undertaking,
property and liabilities of SLIF as provided for in the Scheme, which order shall not become effective in respect of any Residual
Assets and Residual Liabilities (as defined in the Scheme) until the relevant Subsequent Transfer Date (as defined in the
Scheme);
3. ordering (under section 112(1)(c) of the Act) the continuation by, or against, SLAL of those legal proceedings pending
by, or against, SLIF at the Effective Time, as provided for in the Scheme, except that that order shall not become effective
in the case of any such legal proceedings relating to any Residual Asset or Residual Liability until the relevant Subsequent
Transfer Date;
4. ordering (under section 112(8)(b) of the Act) the dissolution, without winding up, of SLIF on the date upon which there
is delivered to the Registrar of Companies in Edinburgh a copy of a resolution of the Directors of SLIF resolving that, to
the best of their knowledge and belief after having taken all reasonably practical steps to ensure that that is the case,
all Residual Assets and Residual Liabilities, if any, have been transferred to SLAL and otherwise that SLIF no longer has
any asset or any liability of any kind;
5. allowing SLIF and SLAL to apply to the Court in terms of Section 112(1)(d) of the Act for any orders in relation to such
incidental, consequential and supplementary matters as are necessary to secure that the Scheme shall be fully and effectively
carried out; and
(B) an order under section 112(1)(d) of the Act, giving the consent of the Court to the variation (the “Variation”) of the
insurance business transfer scheme under Part VII of, and Schedule 12 to, the Act, which scheme became effective on 10 July
2006 and which transferred substantially all of the long-term insurance business of The Standard Life Assurance Company to
SLAL.
Copies of (i) the order sanctioning the Scheme and (ii) the order giving consent to the Variation are available on application
to Dundas & Wilson CS LLP, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN (Ref: PM/STA077.0009). Copies of any other
order as referred to in paragraph A(5) above will also be available on application from that address.
Dundas & Wilson CS LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
(Solicitors to SLAL and SLIF)
(86)
