1. Why did NTUC Income embark on a corporatisation exercise?
Over the years, the operating environment of the co-operative, NTUC Income Insurance Co-operative Limited (NTUC Income) had undergone significant shifts. These included a mature domestic market, evolving regulatory expectations and requirements, as well as increased competition from insurers with extensive distribution scale and access to growth channels and markets locally and regionally. The latter was further compounded by technology players entering the insurance sector and playing to customers’ increasing demand for more diverse and targeted products and digital-first solutions.
While the co-operative had been agile in responding to these market shifts, it aimed to achieve operational flexibility and access to more strategic growth options through corporatisation in order to compete on equal footing with other insurers in the market and be better placed to address future challenges and to serve customers better.
2. What took place during the corporatisation process?
As part of the corporatisation process, NTUC Income Insurance Co-operative Limited (Co-op) changed its legal form from a co-operative to a corporate entity that is governed by the Companies Act and transferred its whole insurance business (including existing insurance products and policies) to the new corporate entity, Income Insurance Limited (NewCo).
The transfer to the NewCo was confirmed by the General Division of the High Court of Singapore on 14 June 2022 and completed on 1 September 2022 via a ‘Scheme of Transfer’ under the Insurance Act of Singapore and other transfer agreements. The Co-op will be liquidated as soon as practicable.
3. Will the new corporate entity continue to offer affordable insurance products?
The new corporate entity, Income Insurance Limited (NewCo), is committed to its purpose to empower all Singaporeans, including those who are underserved, to improve their financial well-being and will continue to explore ways to serve customers better. The NewCo remains rooted to extend real care to the people in Singapore via its insurance propositions and social causes just like how it was first set up, in 1970, to offer insurance protection and to fulfil a genuine social gap in Singapore.
4. How will the new corporate entity operate post corporatisation?
Corporatisation changes only the legal form of the co-operative, NTUC Income Insurance Co-operative Limited to a corporate entity that is governed by the Companies Act.
The new corporate entity, Income Insurance Limited (NewCo), is retaining the current Board and management team of the co-operative, who are continuing to steer and grow the NewCo by leveraging its strong brand equity, purpose and business growth plans.
The NewCo is also holding the same shareholding in subsidiaries that were previously held by the co-operative.
NTUC Enterprise (NE) continues to be the majority shareholder of the NewCo, which remains a social enterprise under NE’s network of organisations.
All existing assets and liabilities, including insurance policies issued by the co-operative, and personal data collected by the latter, had been successfully transferred to the NewCo via a ‘Scheme of Transfer’ under the Insurance Act of Singapore and other agreements entered between the co-operative and the NewCo. All existing policy coverage, benefits and terms remain unchanged.
Customers can continue to tap on existing service branches, network of advisors, customer support and online portals to assist them on their insurance matters.
5. How will Income’s corporatisation exercise, including the transfer of its business to the new corporate entity, affect policyholders?
The corporatisation exercise has no impact on policyholders and there is no action required from the policyholders.
The insurance policies issued by the co-operative, NTUC Income Insurance Co-operative Limited (Co-op) and personal data collected by the latter, had been successfully transferred to the new corporate entity, Income Insurance Limited (NewCo) via a ‘Scheme of Transfer’ under the Insurance Act 1966 and other agreements entered between the Co-op and the NewCo. All existing policy coverage, benefits and terms remain unchanged.
For existing insurance policies, there is no need for the NewCo to issue new contracts to policyholders and the NewCo will not be doing so.
Policyholders can continue to tap on existing service branches, network of advisors, customer support and online portals to assist them on their insurance matters.
With corporatisation, policyholders can look forward to more accessible, competitive, and comprehensive solutions, including innovations that speak to today’s digital-first customers.
6. Will corporatisation affect insurance claims?
No, the corporatisation exercise will not affect the validity of insurance claims.
The new corporate entity, Income Insurance Limited (NewCo) now oversees the processing and payment of claims to policyholders if the claims are approved. Policyholders do not need to make a new claim submission to the NewCo if they already made a prior submission to the co-operative, NTUC Income Insurance Co-operative Limited.
7. Can I continue to pay my premiums in the same manner after corporatisation?
If you are currently paying premiums via GIRO, PayNow or credit card arrangements, you can continue to do so after corporatisation.
For premium payments by cheque, internet banking, AXS and new GIRO payment applications, please ensure that payments are made payable to the new corporate entity, Income Insurance Limited from 1 September 2022.
8. Will policy premiums increase due to the corporatisation exercise?
There is no change to the existing terms, benefits, and coverage of existing policies, including how they will be administered because of corporatisation.
Premium adjustment is independent of the corporatisation exercise. It stems from the need to keep pace with policyholders’ needs vis-a-vis the scope of the insurance coverage that the insurer offers, medical advancements, and its claims experience for the year. As such, policy premiums are adjusted from time to time to meet these objectives.
9. Will policy renewal be affected by the corporatisation exercise?
No, the policy renewal cycle does not change post corporatisation. Policyholders are not required to renew their policies outside of the renewal cycle because of the corporatisation exercise. Policy terms, benefits, and coverage do not change because of the corporatisation exercise.
10. Will corporatisation affect the nomination of beneficiaries for my policy?
For insurance policy beneficiaries, the new corporate entity, Income Insurance Limited (NewCo) will recognise valid nominations made in accordance with the requirements of Section 45 of the Co-operative Societies Act (CSA) and valid nominations made in accordance with requirements of Section 132 or 133 of the Insurance Act 1966, unless they have been revoked, or a new nomination has been made (under the Insurance Act 1966) prior to 1 September 2022.
It will not be necessary for life policyholders to take any action in respect of their existing nominations. All nominations which remain valid and are not revoked immediately prior to the 1 September 2022 will be transferred to, recognised by and binding on Income Insurance Limited on and from 1 September 2022.
Nevertheless, we encourage policyholders, who had made such nominations before 1 Sept 2009 (under the CSA) to refresh their nominations so that it is effective under the Insurance Act.
Policyholders may wish to refresh their nomination to include any changes in their personal circumstances or beneficiaries.
11. Do I need to amend my will if I referenced insurance policies issued by the co-operative, NTUC Income in my will?
It is not necessary, as the reference to the insurance policies issued by the co-operative, NTUC Income Insurance Co-operative Limited (Co-op) is correct at the time when the will was made. All existing insurance policies had been successfully transferred from the Co-op to the new corporate entity, Income Insurance Limited as part of the corporatisation process.
12. The nomination of beneficiaries made under Income Insurance Limited will not be governed under the Co-operative Societies Act, which means that it will be a trust or revocable nomination. Is this true?
New nominations are made either pursuant to Section 49L(2) (now renumbered as Section 132) of the Insurance Act or a revocable nomination under Section 49M(2) (now renumbered as Section 133) of the Insurance Act.
For Shareholders/Co-operative (Co-op) Members
13. How will the corporatisation exercise impact shareholders of the co-operative, NTUC Income?
Existing institutional and ordinary members of the co-operative, NTUC Income Insurance Co-operative Limited (Co-op) who hold Co-op shares will receive shares of the new corporate entity, Income Insurance Limited (NewCo), on a one-for-one basis. All shareholders (whether institutional or ordinary members) will hold 1 vote for every NewCo share held.
Unlike Co-op shares, the value of NewCo shares are not capped at par value ($10/share).
Unlike Co-op shares, dividends under NewCo shares will not be subject to personal taxes.
14. When will shareholders receive their shares in the new corporate entity?
The shares of the new corporate entity, Income Insurance Limited (NewCo), are expected to be distributed by the end of the first quarter of 2023. The long lead time is due to the audit and regulatory processes that must take place prior to the distribution of the NewCo shares.
Pursuant to the liquidation of NTUC Income Insurance Co-operative Limited (Co-op), the shares in the NewCo held by the Co-op will be distributed to Co-op shareholders according to the number of Co-Op shares that they hold on a one-for-one basis (the “Distribution”). As such, Co-op shareholders will thereupon hold NewCo shares and become its shareholders. E.g. if a shareholder holds 100 shares in Co-Op immediately prior to the Distribution, the shareholder will receive 100 shares in NewCo (in lieu of 100 shares in Co-Op) pursuant to the Distribution.
15. Can I redeem my co-operative shares post corporatisation?
Members who hold shares of the co-operative, NTUC Income Insurance Co-operative Limited (Co-op), can redeem all or part of their shares at the lower of par value of $10 per share or net asset value per share in accordance with the by-laws until 15 November 2022.
Members who wish to redeem their Co-Op shares must do so in physical writing (not email), with the written request containing the member’s full name and NRIC number, as well as the number of shares he or she wishes to redeem.
The written request must be sent to 75, Bras Basah Road, Income Centre, Singapore S189557 and made attention to and received by Ms B Lakshmi, Co-operative Secretary by 15 November 2022. Please note that we do not accept email requests for redemptions.
Upon receipt of the member’s written request for share redemption, we will proceed to redeem the shares and credit the proceeds to the member’s bank account in our record. The member will receive a written notification once the redemption is completed. The process takes about two weeks.
16. How can shares in the new corporate entity be traded?
The new corporate entity, Income Insurance Limited (NewCo), is a public non-listed company limited by shares.
As with all other public non-listed companies, shareholders of NewCo may transfer their shares to a willing transferee in accordance with the Companies Act and the constitution of the NewCo.
The NewCo shares may be bought and sold at a transaction price and on terms agreed between a willing transferor and willing transferee.
Shareholders may consult their own financial and legal advisors on the actions they may take with regards to the transfer of their shares.
17. What if I am unable to find a willing transferee?
In response to shareholders’ request to facilitate their ease of share transfer to a willing transferee, Income Insurance Limited (NewCo) is pursuing a share buyback programme so that its shareholders will have the opportunity to sell their shares to the company if they wish to support their liquidity needs.
18. When will the share buyback happen?
The first share buyback exercise is targeted to take place by the third quarter of 2023, subject to applicable regulatory approvals. More details will be provided to shareholders when they receive their Income Insurance Limited shares.
19. What will be the value of the shares in the new corporate entity?
The new corporate entity, Income Insurance Limited (NewCo), is a public non-listed company limited by shares.
The NewCo shares are not publicly traded and therefore, are not pegged to market. In the absence of a market share price, there are several ways for shareholders to get an indicative value of their shares, including using the NewCo’s Net Asset Value or NAV per share to get an indicative value of their shares.
The NAV per share is calculated as Net Assets / Number of Shares. The NewCo’s NAV per share can be derived from the NAV per share of the co-operative, NTUC Income Insurance Co-operative Limited (Co-op). Shareholders may refer to the Co-op’s latest audited financial report - NTUC Income AR2021 - for the Net Assets and Number of Shares disclosed under the ‘Consolidated Statement of Financial Position’ and ‘Shareholding’ sections respectively.
The transaction price of the NewCo shares is based on the agreement between the willing transferor and willing transferee.
20. Do I have to make a fresh nomination of beneficiary for my shares in the new corporate entity post corporatisation?
After shareholders receive shares of the new corporate entity, Income Insurance Limited (NewCo), their co-operative shares will be cancelled.
Nomination of beneficiaries for NewCo shares is not required and the NewCo shares shall be dealt with as part of the estate in accordance with the shareholder’s will or intestacy laws in the absence of a will.
21. How will co-operative members who do not hold shares be affected post corporatisation?
Under Income’s co-operative by-laws, life policyholders who are at least 18 years old are ordinary members of the co-operative (Co-op), and they each have 1 vote in the Co-op. However, if such ordinary members of the Co-op do not hold Co-op shares, they will not hold shares or have voting rights in the new corporate entity, Income Insurance Limited (NewCo), as the Companies Act only permits shareholders of the NewCo to have voting rights.
To thank all Co-op members for their trust and support for the past 52 years, a complimentary personal accident insurance policy for three years, from 1 September 2022 to 31 August 2025, is being extended to them.
The policy comes with a sum assured of $52,000 that is payable upon accidental death or total permanent disability. More details are available at www.income.com.sg/pa-for-members.