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SCOR Global Reinsurance Ireland
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Cross-border conversion of SCOR Global Reinsurance Ireland dac into a public limited company (société anonyme) under French law
Notice is hereby given that:
- The Company is a designated activity company incorporated under the laws of Ireland under registration number 13460 and with a registered office at 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland. The Company was incorporated in Ireland on 28 January 2003. The Company is a reinsurance undertaking regulated by the Central Bank of Ireland.
- The Company proposes to effect a cross-border conversion into a public limited company under French law (société anonyme) (the Conversion), pursuant to Chapter I of Title II of Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions of the European Parliament and of the Council of 14 June 2017 (as amended by Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019) (the Directive) which is given effect in Irish law by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (the Irish Regulations), and given effect in France by the French Commercial Code including the provisions implementing the Directive into French law.
- As a result of the Conversion, the Company, without being dissolved or wound up or going into liquidation, shall convert from a public company limited by shares in Ireland into a public limited company in France (société anonyme) with the proposed SCOR Global Reinsurance France. and shall transfer its registered office to the proposed location of 5 Avenue Kleber, 75016 Paris, France, while retaining its legal personality.
- The 'Draft Terms of Conversion / Projet de Transformation' relating to the proposed Conversion (the Draft Terms), a copy of the notice required by Regulation 12(1)(b) of the Irish Regulations (which informs the members, creditors and employees of the Company that they may submit to the Company, no later than 5pm on 21 August 2025, comments concerning the Draft Terms) and a completed Form CBC1, were delivered to the Irish Companies Registration Office (CRO) on 21 May 2025.
- Upon the Conversion becoming effective, all assets and liabilities of the Company shall be those of the Converted Company. Therefore, creditors of the Company will continue to be creditors of the Converted Company. Accordingly, their rights as creditors of the Converted Company will remain as they were prior to the Conversion and shall not be affected as a result of the Conversion.
- Pursuant to an Order of the High Court dated 19 May 2025, the substantive hearing wherein the Company will seek a pre-conversion certificate from the Court in relation to the Conversion is to take place at 10.30am on 21 October 2025 at the Four Courts in the City of Dublin, Ireland (the Hearing).
- A creditor of the Company who was entitled to a debt or claim against the Company on 21 May 2025 and who is dissatisfied with the safeguards offered to creditors in the Draft Terms, may apply to the Irish High Court for adequate safeguards under Regulation 16 of the Irish Regulations (and Order 75, Rule 24(1)(b) of the Rules of the Superior Courts). The Company requests that any such creditor who wishes to make such an application should send notice of their intention to do so, in writing, to A&L Goodbody LLP at 3 Dublin Landings, North Wall Quay, Dublin 1, D01 C4E0, Ireland (marked for the attention of James Grennan and Stephen Quinlivan), by no later than 5.00pm on 21 August 2025 or by way of email to the following email address: SGRFCEO@scor.com.
- The sole member of the Company has been notified in relation to the proposed Conversion and will have an opportunity to review and vote on the approval of the Draft Terms at an extraordinary general meeting of the Company. Further details in relation to the exercise of rights of the sole member of the Company can be found in section 18 of the Draft Terms.
- The directors of the Company have prepared and made available a report for employees (directly employed and seconded employees whose primary employment is with other members of the SCOR Group and who provide services to the Company and other members of the SCOR Group) of the Company in accordance with the Irish Regulations. This report explains, amongst other things, the implication of the Conversion for employees of the Company. Further details in relation to the exercise of rights by employees of the Company can be found in section 13 of the Draft Terms, as well as in the said report of the directors.
- In accordance with Regulation 12(1)(b) of the Irish Regulations, members, creditors (including policyholders) and employees of the Company may submit to the Company comments concerning the Draft Terms by no later than 5pm on 21 August 2025. Any such comments may be submitted in writing to the Company by post or courier addressed to: SCOR Global Reinsurance Ireland Designated Activity Company, 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland. In addition, such comments can be submitted by email to the following email address at: SGRFCEO@scor.com.
- A copy of the Draft Terms may also be obtained upon request from the CRO at the Irish Companies Registration Office, Gloucester Place Lower, Mountjoy, Dublin, D01 C8P4 or on https://cro.ie/.
- Further details can be found here:
Frequently Asked Questions about the move of SCOR Global Reinsurance Ireland DAC’s Head Office
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SCOR Global Reinsurance Ireland DAC (SGRI) has started a project to move its head office from Ireland to France.
It will convert from being an Irish designated activity company to a French public limited company (société anonyme). This means it will retain its legal personality and keep its contracts, assets and customer relationships. There is no transfer of assets, employees or customer relationships to another entity. SGRI will continue to exist in the form of a French public limited company (société anonyme) without being dissolved or wound up.
This is being carried out in connection with a proposed rationalisation of the French headquartered SCOR Group in order to improve efficiencies within the SCOR Group in France. These improved efficiencies will arise because the head office of SGRI will be in the same jurisdiction as SCOR SE, the parent company in the SCOR Group. An additional efficiency is that SGRI would be subject to supervision by the French Prudential Supervision and Resolution Authority (Autorité de contrôle prudential et de resolution) (ACPR), which is also the regulator of SCOR SE.
A relatively new European Union (EU) legal process1 allows a company established in an EU member state to move into another EU member state. This process is referred to as a “cross-border conversion”.
A cross-border conversion allows a company (without being dissolved, wound up or going into liquidation) to convert its legal form under which it is registered in its existing EU member state, into a legal form of another EU member state. This process also allows a company to move its registered and head office to such other EU member state.
The cross-border conversion is documented through the Draft Terms of Conversion. Upon completion, all assets and liabilities of the company, including contracts, creditors, rights and obligations, shall be those of the converted company. The members of the company will continue to be members of the converted company.
Footnotes
1 The framework for a cross-border conversion is provided by EU Directive 2019/2121 amending Directive (EU) 2017/1132.
This is the primary legal document used to document the terms of the re-domiciliation in the form of a cross-border conversion. It sets out various particulars of the cross-border conversion, including:
- the company's new features such as name, registered office address and legal structure as a French public limited company (société anonyme);
- the list of the future board members of the company in France;
- an indicative timeline for the conversion;
- a description of the impact on shareholders and creditors; and
- a description of the impact on employees.
For the purposes of asking questions or sharing comments about SGRI’s head office move from Ireland to France, the term ‘creditors’ includes persons or entities who are (retro)cedants, claimants under a reinsurance policy/treaty, contractors, service providers or others with a legal relationship with SGRI.
For the purposes of applying to the Irish High Court for adequate financial safeguards, a ‘creditor’ is defined as persons or entities entitled to a debt or claim against SGRI on 21 May 2025.
Yes, certain approvals are required. The move of the head office is subject to scrutiny of the Irish High Court, approval by the French commercial register and prior issuance of a reinsurance licence by the ACPR.
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Section 2: What does this move mean for the legal entity?
AccordionUpon completion, SGRI will be based in France and will be known as SCOR Global Reinsurance France (SGRF). SGRF will be regulated by the French regulator ACPR and will have a head office management team based in France. SGRF’s new head office will be based in Paris, France.
The move of SGRI’s head office is expected to complete by mid-January 2026.
No. There is no change to the strategy or business model of SGRI.
The solvency regime as detailed in the Solvency II Directive applies across the EU, which means that the same solvency regime applies pre and post the head office move.
Upon completion, there will be a change in financial reporting as per the requirements of French GAAP. Please see section 9.7 of the Draft Terms of Conversion document for further details.
Notwithstanding this change in financial reporting, there will be very little impact on the solvency position of SGRI and/or SGRF upon completion of the head office move from Ireland to France. SGRI’s assets and obligations to customers and creditors will not change as a result of the move of the head office from Ireland to France.
SGRI will continue to be subject to the supervision of the Central Bank of Ireland until such time as the conversion is completed. Upon completion of the head office move from Ireland to France, SGRF will thereafter be subject to the supervision of the French regulator, the ACPR. As a result, there will be no interruption in the regulated status of SGRI during the conversion process.
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Section 3: What impact will this have on me?
AccordionNo. You will continue to be reinsured by the same reinsurance company. However, the name will change from SGRI to SGRF upon completion of the head office move from Ireland to France.
If you would like to ask a question, share a comment or apply for financial safeguards, these may be submitted in writing to the Company by post or courier addressed to: SCOR Global Reinsurance Ireland Designated Activity Company, 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland. In addition, such comments can be submitted by email to the following email address at: SGRFCEO@scor.com.
No. There is nothing you need to do.
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