Clerical Medical take-over sets life assurance pattern

THE £800 million Halifax take-over of Clerical Medical is likely to herald a rash of life assurance “demutualisations”, according to the lawyers who helped forge the deal.

Large teams of lawyers from City firms Lovell White Durrant and Linklaters & Paines worked on the take-over agreement which was announced in a blaze of publicity last week.

And both sides agree the demutualisation, the largest yet, marks the beginning of a trend.

Lovells insurance specialist John Young, who acted for Clerical Medical, said growing regulatory burdens were putting the squeeze on medium-sized life assurance companies whose mutual status made it difficult for them to raise the necessary capital to diversify.

“Demutualisation is the only real route forward – either you are rich enough to diversify or else you have to find a new partner,” he said.

Alan Barker, who led a team of around 20 Linklaters lawyers acting for Halifax, predicted several more life assurance mutuals would demutualise in the next few years.

Under the terms of the agreement around 700,000 Clerical Medical policyholders will share windfall bonuses worth £111 million. However, before the deal can be finalised it will have to be approved at a special meting of policyholders before being presented to a High Court judge under the terms of a schedule of the Insurance Companies Act 1982.

For Young, head of corporate insurance at Lovells, the most challenging aspect of the deal, on which around 10 fee earners worked, was the drafting of the 60-page long scheme to be presented to the High Court.

He said “mind blowingly” complex actuarial related statistics had to be presented in a form which a judge would be able to understand.

He said: “It's an extremely specialist area which makes it very difficult for the judge to get on top of the figures.”

Barker, whose firm is advising Halifax on its planned conversion into a bank and stock market flotation, identified the successful carrying out of due diligence as a key challenge for the Halifax lawyers.

He said the need for secrecy during the initial stages of negotiations and the fact that Clerical Medical had no share holders to give warranties made the need for due diligence both more demanding and more important.