The Early Final Dividend Offer
About OIC Run-Off Limited and The London and Overseas Insurance
Company Limited (L&O) (the Companies)
The Schemes of Arrangement
Final Scheme Creditors
How to obtain further information
The Early Final Dividend Offer is a proposal being made to all Eligible Scheme Creditors to receive a dividend in late 2025 or early 2026 in full and final settlement of their claims against the Companies, rather than waiting until the Schemes terminate around 2038. The Early Final Dividend Offer of 4.00% will increase the cumulative dividend to 80.00%.
Who is eligible to participate in the Early Final Dividend Offer?All Eligible Scheme Creditors with Net Liabilities under the Amending Scheme can participate. The offer does not apply to liabilities which arise under Qualifying ILU Policies.
When is the deadline to accept the Early Final Dividend Offer?Eligible Scheme Creditors have until 14 November 2025 to accept the Early Final Dividend Offer. However, they are encouraged to do so earlier as this may bring forward when the “Notice of Effect” is issued and accelerate payment to those who have accepted the Early Final Dividend Offer.
Is the Early Final Dividend Offer fair?The Scheme Administrators have appointed an independent Delegate to assess and evaluate the Early Final Dividend Offer. The Delegate is satisfied that the Early Final Dividend Offer is in the best interests of the Scheme Creditors as a whole. The Scheme Administrators have also consulted the Creditors’ Committee which has a duty to act in the interests of all Scheme Creditors. The Creditors Committee has considered the Delegate’s report and is unanimously supportive.
If accepted, when can Eligible Scheme Creditors expect payment of the Early Final Dividend Offer?Eligible Scheme Creditors who accept the Early Final Dividend Offer can expect to receive payment during late 2025/early 2026. Payment will be made shortly after the Scheme Administrators issue the ‘Notice of Effect’, which will occur only if they are satisfied with the overall reaction from Eligible Scheme Creditors and nothing has occurred outside of the control of the Scheme Administrators which would make the Early Final Dividend adverse to the interests of creditors as a whole. All payments and their timing are subject to compliance requirements. No payment will be made in contravention of applicable law or regulation, including financial sanctions. If the overall response from Eligible Scheme Creditors is positive, and a sufficient number of Eligible Scheme Creditors accept the offer by 30 September 2025, the Notice of Effect may be issued ahead of schedule. Consequently, those who have accepted the Early Final Dividend Offer will receive their payments earlier.
How can Eligible Scheme Creditors accept the offer?Eligible Scheme Creditors should have received an offer letter either by email or by post encouraging them to access the Creditors' Early Final Dividend Offer portal. Eligible Scheme Creditors can access and accept the Early Final Dividend Offer through their portal accounts. You are urged to do this as soon as possible as this may expedite payment. Scheme Creditors wishing to accept the Early Final Dividend Offer must do so no later than 5pm GMT on 14 November 2025.
Eligible Scheme Creditors should contact the Run-off Manager using the contact information shown at the bottom of this page if they experience any difficulties in accessing their portal accounts, or accepting the offer, or if they have forgotten their login details or for any other queries related to the Early Final Dividend Offer.
If the Creditors' Early Final Dividend portal is not available or cannot be accessed, Eligible Scheme Creditors can obtain and execute a hard copy of their Early Final Dividend Offer Agreement by contacting the Run-off Manager using the contact information shown at the bottom of this page.
Why does this benefit creditors?This Early Final Dividend Offer is a crucial part of a broader strategy by the Scheme Administrators to accelerate the overall wind down of the Companies and distribution of financial returns to Scheme Creditors. If accepted, it will enable Scheme Creditors to receive their final dividend significantly earlier, in 2025 or early 2026, and provides certainty of the level of dividend paid. If the payment is made in 2038, the final amount paid will be uncertain as it is dependent on the tax situation at the time.
What if an Eligible Scheme Creditor has not received an offer letter?Please contact the Run-off Manager using the contact information shown at the bottom of this page.
What if an Eligible Scheme Creditor changes their mind about accepting the offer?Please contact the Run-off Manager using the contact information shown at the bottom of this page.
What if an Eligible Scheme Creditor does not respond before the deadline?Failure to execute the Early Final Dividend Agreement by this deadline will mean that the relevant Eligible Scheme Creditor will not be entitled to participate in the Early Final Dividend Offer.
What if an Eligible Scheme Creditor does not accept the offer?Eligible Scheme Creditors that do not accept the Early Final Dividend Offer, will receive a final dividend in 2038, with the amount payable being equivalent to the final dividend that would have been paid to those Scheme Creditors if the Early Final Dividend Offer had not existed.
What are the Marco Re Insurance and the PwC UK Guarantee?The Marco Re Insurance and the PwC Guarantee are risk mitigation arrangements supporting the Early Final Dividend Offer.
The Marco Re Insurance provides cover for tax risks relating to a period extending many years into the future, as well as ensuring that Scheme Creditors who don't accept the Early Final Dividend Offer still receive their expected final dividend by 2038.
PwC LLP will provide an "on demand guarantee" to provide reassurance to the insurer, Marco Re, and to Scheme Creditors, triggered if a claim arises under the Marco Re Insurance. The Marco Re Insurance is conditional upon the PwC UK Guarantee. PwC will receive a fee for this guarantee, payable from the Companies' remaining assets after certain deductions.
OIC Run-Off Limited (OIC) and The London and Overseas Insurance Company Limited (L&O) are insurance companies incorporated in England. Both companies ceased writing new business in 1992 and have since been managing claims under UK Court approved Schemes of Arrangement.
What other names were OIC and L&O known by?OIC Run-Off Limited was formerly Ralli Brothers Insurance Company Limited and The Orion Insurance Company plc.
The London and Overseas Insurance Company Limited was formerly Hull Underwriters’ Association Limited and The London and Overseas Insurance Company plc.
What is the ILU?ILU stands for The Institute of London Underwriters. Many of the Companies’ policies were underwritten through the ILU. Policies signed and issued by the ILU benefit from a guarantee from NNOFIC and are entitled to receive payment in full (100 cents in the dollar) for their liabilities.
What is NNOFIC?Nationale-Nederlanden Overseas Finance and Investment Company (NNOFIC) is one of the largest insurance and asset management companies in the Netherlands.
Pursuant to the guarantee referred to above NNOFIC provides a facility from which the Companies can draw funds which is known as the “NNOFIC top up” and is for the benefit of Qualifying ILU Policyholders.
This top up ensures that Qualifying Established Liabilities for claims notified on or before 31 December 2035, receive full (100%) payment from the Companies. However, for claims notified after 31 December 2035 the NNOFIC top up does not apply.
A scheme of arrangement is an agreement between a company and its creditors. Once approved by a majority of creditors (representing at least three-quarters in value) of those who vote on it and sanctioned by the UK court, it becomes binding on all creditors.
What are the original scheme of arrangement (“Original Scheme”) and the amending scheme of arrangement (“Amending Scheme”)?The Original Scheme became effective on 7 March 1997. It was a reserving scheme of arrangement under which the Companies continued to process Scheme Creditors' claims in the ordinary course of business. Scheme Creditors were paid a percentage of their liabilities.
The Amending Scheme became effective on 14 January 2016. Its purpose was to finalise the Companies' affairs as soon as possible and facilitate earlier distribution of assets than under the Original Scheme.
What is the Final Scheme of Arrangement (“Final Scheme”)?The Final Scheme was sanctioned by the UK Court on 23 May 2025 and amends the prior Original and Amending Scheme. It provides a mechanism to accelerate the final payment to ILU policyholders who opted out of the claims agreement process under the Amending Scheme.
Who are the Scheme Administrators?Dan Schwarzmann and Nigel Rackham of PwC LLP are the appointed Scheme Administrators responsible for managing the Companies' affairs and implementing the Schemes.
Who is the run-off manager?Hampden Plc is the current run-off manager and responsible for managing the wind down of the Companies by handling the remaining claims and liabilities associated with their prior business. Hampden Plc can provide copies of documents and handle queries from Scheme Creditors. Armour Risk Management Limited was the run-off manager up to June 2021 prior to Hampden Plc.
What is the Creditors' Committee?This is a committee made up of creditors of the Companies, and has a duty to act in the interests of all Scheme Creditors. The Creditors’ Committee has undertaken an independent evaluation of the Early Dividend Offer by commissioning a report from the Delegate and is unanimously supportive.
Who is the Delegate?To address any conflict of interest between the Scheme Administrators and PwC UK, the Scheme Administrator appointed Chris Laughton of Mercer & Hole, a licensed insolvency practitioner, as Delegate to provide an independent assessment of the Final Scheme and Early Final Dividend Offer. The Delegate has provided his report to the Creditors’ Committee and is satisfied that the Early Final Dividend Offer is in the best interest of the Scheme Creditors as a whole.
Final Scheme Creditors are Opt Out Qualifying ILU Policyholders. These are Qualifying ILU Policyholders who previously opted out of the crystallisation provisions of the Amending Scheme.
Who are Opt Out Qualifying ILU Policyholders, and what are their rights under the Amending Scheme?Qualifying ILU Policyholders are Scheme Creditors with specific insurance policies underwritten through the ILU, with inception dates on or after 28 August 1970 for OIC or 20 March 1969 for L&O. These policyholders are entitled to a top up payment from NNOFIC resulting in payment in full (100 cents on the dollar) for their liabilities for any claim submitted up to 31 December 2035.
The Amending Scheme allowed these policyholders to opt out of its crystallisation and payment provisions. Those who opted out became Opt Out Qualifying ILU Policyholders.
What is the Final Scheme Payment and where do the Final Scheme Assets come from?The Final Scheme Payment is an equal share of the Final Scheme Assets payable to each Eligible Final Scheme Creditor who can demonstrate that they would have had claims after 31 December 2035.
The Final Scheme Assets amount to US$2,000,000. This total is primarily funded from the amounts reserved for claims and expenses in relation to Opt Out Qualifying ILU Policyholders. If there is a shortfall, NNOFIC has an obligation to contribute the difference, up to US$2,000,000.
Copies of the Early Final Dividend Offer and Cover Letter, as well as key document relating to the Final Scheme can be accessed here or obtained from the run-off manager.