Slaughter and May has advised Intact Financial Corporation (“Intact” or “IFC”) and RSA Group (“RSA”) on the buy-in concluded between Pension Insurance Corporation plc (“PIC”), a specialist insurer of defined benefit pension schemes, and the Trustees of two schemes sponsored by RSA Group (“RSA”), the Sal Pension Scheme (“SALPS”) and the Royal Insurance Group Pension Scheme (“RIGPS”) (the “Schemes”), insuring in total c.£6.5 billion of liabilities and covering the pensions of 40,000 members. RSA Group is a wholly owned subsidiary of Intact Financial Corporation (“Intact” or “IFC”).
Highlights:
- Largest ever bulk annuity transaction from pension schemes to insurer, covering 40,000 members and c.£6.5 billion of liabilities
- Transfers risk from the Schemes to a life insurer specialising in managing long-term risks, with access to the reinsurance markets
- Landmark deal which addressed significant issues of timing and complexity, paving the way for other very large transactions
- Pricing agreed amidst unprecedented market volatility during the LDI crisis
- Improvement in pension scheme funding levels due to rising gilt yields created a favourable opportunity for the sponsor to accelerate the Schemes’ de-risking, as well as de-risk its own balance sheet, and for the Trustees to enhance member security
- Transaction facilitated by upfront contribution from Intact of approximately £500 million using excess capital, debt and preferred shares
- Complex structuring considerations included accommodating the Schemes' existing longevity and asset swaps
- following full implementation of the transaction, PIC’s solvency ratio would be in excess of 200% on a pro-forma basis, based on 30 December 2022 market conditions. Further details on PIC’s solvency position will be provided along with PIC’s 2022 year end results in March
Further details can be seen here:
Jonathan Marks, Partner and Head of the Insurance Group at Slaughter and May said, “We are delighted to have advised Intact and RSA on this landmark £6.5 billion transaction with PIC. This is the largest ever bulk annuity transaction from pension schemes to insurer, covering 40,000 scheme members.
"It was a pleasure to work alongside the Intact and RSA teams, including Stephanie Lee Group Deputy General Counsel at Intact and Paul Bickley Legal Operations Director & Senior Legal Counsel at RSA, to facilitate this large-scale and uniquely complex transaction, which will pave the way for others in this high-growth market.
"It was a great, all-round effort and I would like to thank my team and all the other parties and advisers involved for all their hard work and collaborative approach”
Finlay Maguire / Trainee