Proposed Part 23 Transfer
Proposed transfer of insurance business from Southern Rock Insurance Company to Alwyn Insurance Company
Information About the Transfer
The Transfer Process
Key Dates
Important Documentation
FAQs
Contact Details
Information About the proposed Transfer
Southern Rock Insurance Company Limited (“SRICL”) is a member of the Arch Capital Group Ltd (the “Arch Group”). SRICL sold motor insurance policies through third parties and brokers. Alwyn Insurance Company Limited (“Alwyn”) is also a member of the Arch Group. Both SRICL and Alwyn became part of the Arch Group in 2021.
The Arch Group decided it was unnecessary to have two companies conducting the same business within its group, so SRICL ceased taking on new business from midnight on 30th June 2023. SRICL is now proposing to transfer all its remaining claims and expired policies to Alwyn, subject to all required regulatory and court approvals in both Gibraltar and the United Kingdom (the “Proposed Transfer”).
The Proposed Transfer process will require approval by the Gibraltar Financial Services Commission (“GFSC”) under Part 23 of the Financial Services Act 2019 (the “Act”), as well as the sanction of the United Kingdom’s High Court of Justice of England and Wales.
In the United Kingdom, the Proposed Transfer will be governed by a parallel legal process known as a ‘Part VII Transfer’ in accordance with Part VII of the UK Financial and Services Market Act 2000 (“Part VII Transfer”).
This page addresses the main Gibraltar law and regulatory requirements of the Proposed Transfer only. Further information on the Part VII Transfer can be found here.
The Part 23 Transfer Process
Part 23 of the Act provides a legal process under which a Gibraltar insurance company, such as SRICL, is permitted to undertake a transfer of all or part of the general insurance business carried on in Gibraltar to another Gibraltar insurance company, such as Alwyn.
Such a transfer, known as a ‘Part 23 Transfer’, allows for the GFSC to approve transfers of insurance policies, claims and liabilities between insurance companies, subject to certain conditions being satisfied. SRICL and Alwyn have agreed the terms and conditions for the Part 23 Transfer under an agreement known as a Portfolio Transfer Instrument. Under the Portfolio Transfer Instrument, all insurance business being transferred under the Part 23 Transfer will be transferred on the same terms and conditions applicable under the Part VII Transfer.
The Part 23 Transfer is designed to help safeguard your interests and ensure that SRICL is complying with its duties to policyholders and claimants. A number of documents and steps are required to be undertaken by SRICL under the Act before the GFSC may approve the Part 23 Transfer. This includes taking steps to ensure you are kept informed about the Proposed Transfer and are able to raise any concerns or objections.
Christopher Clarke, a Fellow of the Institute and Faculty of Actuaries, has been appointed as an Independent Expert to review the likely effect of the proposed Transfer on policyholders and has prepared a report on the same (the “Report”). Mr Clarke’s appointment was approved by the Prudential Regulatory Authority on 26 March 2025 after a consultation between the Prudent Regulatory Authority and the Financial Conduct Authority.
SRICL and Alwyn, in consultation with the GFSC, have agreed to include the Part 23 Transfer within scope of the Report. The Independent Expert has concluded in his Report that the implementation of the Proposed Transfer will not materially adversely affect the security of the benefits of policyholders of SRICL or Alwyn, or have any impact on service standards experienced by policyholders.
A copy of the Report can be found further below. A summary of the Report is also available below.
The Part 23 Transfer will not proceed unless approved by the GFSC under Part 23 of the Act. In this regard, you have the right to submit any objections or concerns in relation to the Proposed Transfer to the GFSC. Any representations may be submitted in writing to the GFSC either by post at: Gibraltar Financial Services Commission, Suite 3, Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar or by email to info@fsc.gi.
Subject to GFSC approval of the Part 23 Transfer, as well as the UK High Court’s sanction to the Part VII Transfer, the Proposed Transfer is planned to take effect on 31 December 2025 at 23:59 (Gibraltar time).
If there are any material changes to the Proposed Transfer process or timeline, we will post updates on this webpage.
Key Dates
- 31 December 2025 –
If the GFSC and UK High Court approve the Proposed Transfer respectively, as described above, the Proposed Transfer will become effective on 31 December 2025 at 23:59 (Gibraltar time).
Important Documentation
Copies of the following documentation relating to the Part 23 Transfer can be downloaded below:
- Legal Policyholder Notice – Download
- Statement of Particulars – Download
- A copy of the letter providing notice of the Part 23 Transfer to Policyholders/Claimants – Download
- A copy of the letter providing notice of the Part 23 Transfer to Claimant Solicitors – Download
- Independent Expert Report, dated 16 July 2025 – Download
- Summary of Independent Expert Report, dated 16 July 2025 – Download
FAQs
Why are there two processes?
Will my policy be transferred twice?
Both SRICL and Alwyn are insurance companies incorporated in Gibraltar. Under Chapter 2 of Part 23 of the Financial Services Act 2019 of Gibraltar, a Gibraltar insurance company, such as SRICL that wishes to transfer all or part of its general insurance business carried on in Gibraltar to another Gibraltar insurance company must do so by following the requirements of Part 23 (the “Part 23 Transfer”). In addition to the Part 23 Transfer to be undertaken in Gibraltar, the parties propose to transfer certain transferring policies relating to risks situated in the United Kingdom. This requires the parties to undertake a transfer of business under Part VII of the UK Financial Services and Markets Act 2000 (“FSMA 2000”).
If you are a policyholder who holds a policy with risks situated in Gibraltar, your policy is proposed to be transferred pursuant to the proposed Transfer under Part VII of FSMA 2000 as well as the Part 23 Transfer the Part 23 Transfer process, subject to the approval of the GFSC. The Part 23 Transfer will be governed by an agreement between SRICL and Alwyn known as a Portfolio Transfer Instrument, which will apply the same terms and conditions applicable to the proposed Transfer under the Part VII Transfer process.
Therefore, if you hold a policy with risks situated in Gibraltar, your policy will only transfer if the Part 23 Transfer is approved by the GFSC and the Part VII Transfer is sanctioned by an order of the High Court of Justice of England and Wales approving it.
Contact Details
If for any reason you require further information on the Part 23 Transfer, you can contact us in writing at:
Southern Rock Insurance Company Limited
Office 3A-C
3rd Floor Leisure Island Business Centre
23 Ocean Village Promenade
Ocean Village
Gibraltar
You may also email us at transfer@sricl.com.
Alternatively, you may call the following dedicated helpline, free of charge when calling from the UK, on: 0808 168 6810. Any international calls will be charged at the usual international rate. The helpline will be available Monday through to Friday between 09:00 and 17:00 (London Time). The helpline will not be available outside these times or on weekdays or on bank holidays and public holidays in the United Kingdom.
You also have the option of inspecting certain documents relating to the Part 23 Transfer at the above office address in Gibraltar or, alternatively, at our offices situated at Lysander House, Catbrain Lane, Cribbs Causeway, Bristol, England, United Kingdom.