General Information

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  • Over the years, Income’s operating environment has undergone significant shifts. These include 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 is further compounded by technology players entering the insurance sector and playing to customers’ increasing demand for more diverse and targeted products and solutions that are embedded in their digital-first lifestyles.
  • While Income has been agile in responding to these market shifts, it is looking to the proposed corporatisation exercise to achieve operational flexibility and access more strategic growth options to compete on an equal footing with other insurers in the market.
  • In turn, Income will be better placed to address not only current market shifts, but also future challenges to ensure long-term growth and its ability to serve customers better.
  • As a corporate entity, Income will have more operational flexibility and strategic growth options to ensure its long-term growth and ability to serve customers better.
  • Thus, the corporatisation exercise demonstrates Income’s foresight to be future-ready as it will be better placed to compete on an equal footing with other insurers in an evolving and increasingly challenging landscape.
  • Income will have more operational flexibility and strategic growth options as a corporate entity to scale its business and achieve competitive advantage to serve its customers and society better.
  • Income can also look to enhance its commitment to social innovation and causes given a stronger and more sustainable business and growth trajectory. Income will be committing $100 million over 10 years in support of sustainability causes that champion the low-income including education for youths and children in need, the elderly, and the environment.
  • Income is committed to its purpose to empower all Singaporeans to improve their financial well-being, including those who are underserved in Singapore and will continue to explore ways to serve customers better. This purpose will remain a beacon for the new company.
  • The corporatisation exercise is aimed at accelerating Income’s business and growth plans. The exercise only changes Income’s legal form from a co-operative to a corporate entity and will not affect the business operationally.
  • Corporatisation changes only the legal form of Income. All existing assets and liabilities will be transferred to the new company via a ‘Scheme of Transfer’ under the Insurance Act and other agreements entered into between Income and the new company. The name of the new corporate entity governed by the Companies Act is Income Insurance Limited. The new company will continue to hold the same shareholding in subsidiaries that were previously held by the co-operative.
  • As part of the corporatisation exercise, NTUC Income Insurance Co-operative Limited will be liquidated in the second half of 2022.
  • NTUC Enterprise Co-operative Limited will remain the majority shareholder of the new company.
  • For more information, please refer to https://www.income.com.sg/corporatisation. Income’s experienced customer service team remains unchanged. They can be contacted at +65 6788 1777 (8:30am to 6:30pm, Mondays to Fridays, excluding Public Holidays).

Corporatisation Process and Scheme of Transfer

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  • As part of the corporatisation process, NTUC Income Insurance Co-operative Limited (“Co-Op”) will transfer the whole of its insurance business, (including its existing insurance products and policies) to the new corporate entity, Income Insurance Limited (“NewCo”). The transfer, which is subject to regulatory approvals, confirmation by the General Division of the High Court of Singapore (the “High Court”) and other customary closing conditions, is expected to be completed on 1 September 2022 (the “Effective Date”) via a ‘Scheme of Transfer’ (the “Scheme”) under Section 117 of the Insurance Act 1966 of Singapore and other transfer agreements.
  • A Notice of Intention to apply to the High Court for confirmation of the Scheme been published in the Government Gazette, Straits Times and Lianhe Zaobao on 13 May 2022.
  • Following completion of the transfer of the insurance business by Co-Op to NewCo on the Effective Date, Co-Op will be liquidated as soon as practicable.
  • Pursuant to the liquidation of Co-Op, the shares in NewCo held by 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 shares of NewCo 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.
  • The issuance of new company shares will take places closer to the end of the first quarter of 2023. This lead time is due to an audit that must be performed by an auditor and regulatory processes that must take place prior to the distribution of the new company shares to shareholders, and they are expected to take 5-6 months to complete.
  • The High Court hearing will be held on 14 June 2022.
  • After the Transfer, an auditor’s statement certifying that the assets and liabilities of NTUC Income relating to the business transferred have been assumed and accounted for in the books of NewCo will be lodged with MAS.
  • Separately, a statutory declaration made by the chief executive or chairman of the Board of Directors of NewCo fully setting forth every payment made or to be made to any person on account of the Transfer will be lodged with MAS.
  • The assets being transferred as part of the Transfer will be transferred from NTUC Income to NewCo based on the net book value of such assets as at the Effective Date.

About the Extraordinary General Meeting (EGM)

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  • The members’ resolutions for (i) the proposed transfer of the insurance business of Co-Op to NewCo and (ii) the proposed voluntary liquidation of Co-Op, have each been approved by the members of Co-Op at the EGM on 18 February 2022.
  • The minutes are only available to co-op members or shareholders. A copy can requested from Income’s co-operative secretary by writing to ms@income.com.sg.

For Policyholders

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  • The corporatisation exercise and transfer of business will not affect the terms, benefits, and coverage of existing policies, nor how they will be administered.
  • All policies with Co-Op remain effective and will be transferred automatically to NewCo when the transfer of the insurance business by Co-Op to NewCo is completed on the Effective Date. For existing policies, there is no need for NewCo to issue new contracts to policyholders and NewCo will not be doing so. There will be no action required from policyholders.
  • With corporatisation, policyholders can look forward to more accessible, competitive, and comprehensive solutions, including innovations that speak to today’s digital-first customers.
  • All personal data and consents that Co-Op has obtained about policyholders, the insured and beneficiaries under existing policies with Co-Op, as well as any other relevant persons (e.g. claimants), will be securely transferred to NewCo on the Effective Date so that NewCo can continue to administer and service policyholders effectively
  • No, the corporatisation exercise and transfer of business to NewCo will not affect the validity of insurance claims. All existing policies with Co-Op will be transferred to NewCo when the transfer of the insurance business by Co-Op to NewCo is completed on the Effective Date and NewCo will oversee the processing and payment of claims to policyholders if the claims are approved. Policyholders do not need to make a new claim submission to NewCo if they have already made a prior submission to Co-Op.
  • As part of the transfer of business, Co-Op’s existing bank accounts will be transferred to NewCo.
    • If you are paying by GIRO or credit card, you can continue to do so even during and after the transfer of business to NewCo.
    • If you make payments by cheque and remittance payments, please note that you will have to quote the new name, Income Insurance Limited, as the payee for cheques issued and bank transfer on or after the Effective Date.
  • There will be no change to the existing terms, benefits, and coverage of existing policies, including how they will be administered because of the 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 Income offers, medical advancements, and Income’s claims experience for the year. As such, policy premiums are adjusted from time to time to meet these objectives.
  • No, the policy renewal cycle will 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 will not change because of the corporatisation exercise.
  • For insurance policy beneficiaries, 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 under the Insurance Act 1966, unless they have been revoked, or a new nomination has been made (under the Insurance Act 1966) prior to the Effective Date.
  • Nevertheless, we encourage policyholders who have made such nominations before 1 Sept 2009 (under the CSA) to refresh their nominations so that it is effective under the Insurance Act.

For Shareholders/Co-operative (Co-op) Members

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  • Existing institutional and ordinary members of Income who hold co-operative (co-op) shares will receive NewCo shares on a one-for-one basis. All shareholders (whether institutional or ordinary members) will hold 1 vote for every NewCo share held.
  • Unlike the co-op, the NewCo will be able to distribute accumulated net surplus beyond the preceding financial year and dividends will not be subject to a statutory cap of 10% of paid-up share capital per year.
  • Unlike the co-op shares, the value of the NewCo shares will not be capped at par value ($10/share).
  • Shareholders of Co-Op will receive NewCo shares upon the Distribution. (Please refer to Q8 for more details.)
  • Members who hold Co-Op shares 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 up to the date on which Co-Op is put in liquidation. The exact date on which liquidation of the Co-Op is expected to commence has yet to be determined, as we are still in discussions with the relevant regulators about this, and will provide any updates in our AGM to be held on 27 May 2022.
  • We advise Co-Op members who wish to redeem their Co-Op shares to write to us by 1 Sept 2022 to check on the deadline for redemption of Co-Op shares.
  • Members who wish to redeem their Co-Op shares must do so in writing, 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 Income at 75, Bras Basah Road, Income Centre, Singapore S189557 with attention to Ms B Lakshmi, Co-operative Secretary. 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.
  • As with all other non-listed companies, shareholders of NewCo may transfer their shares to a willing transferee in accordance with Companies Act and the constitution of NewCo. The transaction price of NewCo’s shares will be based on the agreement between the transferor and transferee. Shareholders may consult their own financial and legal advisors on the actions they may take with regards to the transfer of their shares.

 

  • In response to shareholders’ request to facilitate their ease of share transfer to a willing buyer with the key objective of supporting their liquidity needs, Income is pursuing a share buyback programme where shareholders will have the opportunity to sell their shares to Income.
  • We are targeting the share buyback exercise to take place by the third quarter of 2023, subject to applicable regulatory approvals. The tranche for the buyback programme and buyback value will be presented for approval at a General Meeting that will be determined later. More details will be provided in due course.

 

  • The transaction price of the NewCo shares will be based on agreement between the transferor and transferee.
  • Shares in NewCo are not publicly traded and therefore 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 NewCo’s Net Asset Value or NAV per share to get an indicative value of their shares.
  • NAV per share is calculated as Net Assets / Number of Shares. On completion of the business transfer, NewCo’s NAV per share can be derived from Co-Op’s NAV per share and accordingly, shareholders may refer to Co-Op’s latest audited financial report available at https://www.income.com.sg/about-us/corporate-information/reports-and-publications for the Net Assets and Number of Shares disclosed under the ‘Consolidated Statement of Financial Position’ and ‘Shareholding’ sections respectively for reference.
  • After corporatisation is completed, shareholders will receive NewCo shares and Co-Op 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.
  • Under Income’s by-laws, life policyholders 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 company as the Companies Act only permits shareholders to have voting rights.
  • To thank all co-op members for their trust and support towards Income for the past 52 years, Income will be offering them a Personal Accident policy with sum assured of S$52,000 for three years. Details of the policy and the benefits are below.

 

Group PA Policy Benefits Accidental Death and TPD only, over 3 years
Per pax Sum assured ($)
Accidental Death $52,000
Accidental TPD $52,000
Eligibility  Ordinary Members who qualify for Co-op membership in accordance with Co-op By-Laws
Coverage Term 3 years; starting from effective date 1 July 2022 (subjected to date of Corporatisation) 
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