Aviva - New long term bancassurance arrangements with The Royal Bank of Scotland Group

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Slaughter and May advised Aviva plc in connection with the termination of its long-standing bancassurance joint ventures with the Royal Bank of Scotland Group plc, and entry into a new distribution arrangement with the same party. The two bancassurance joint ventures related to life insurance and pensions products, and collective investment products respectively.

As part of the transaction, Aviva acquired RBS’s 50.1% shareholding in the existing life insurance and pensions joint venture company, bringing its total shareholding in the company to 100%. RBS simultaneously acquired Aviva’s 49.9% shareholding in the collective investment joint venture company, bringing its total shareholding in the company to 100%.

The new distribution arrangement will see RBS selling Aviva’s protection and pensions products to customers on a sales commission basis through its distribution channels in the United Kingdom, including through its wholly owned subsidiaries, National Westminster Bank and Ulster Bank.

Share purchase documentation for both the life insurance and pensions joint venture company and the collective investment joint venture company, together with a suite of documentation supporting the distribution arrangements and services arrangements (all of which had to be consistent with Aviva’s existing outsourcing arrangements) was required to address the various complex separation issues, the transition to the new distribution arrangements and the large number of critical support services which would be required both during the initial transitional period as well as on a longer term basis to support the distribution aspects of the deal.

The transaction completed on 31 December 2010.

Jonathan Marks (partner), Brendan Wright (associate), Stuart Clipper (associate), Tom Macaulay (associate), Lauren Spurr (associate), Lesley-Ann Perera (associate); IP/IT: Rob Sumroy (partner), Miles McCarthy (associate), Jordina James (associate), Cindy Knott (associate), Claire Morrissey (associate); Financial Regulation: Jan Putnis (partner), Nick Bonsall (associate); Competition: William Sibree (partner), Annalisa Tosdevin (associate); Pensions and Employment: Jonathan Fenn (partner), Katy Band (associate); Tax: Steve Edge (partner), James Hume (associate); Real Estate: Tim Healey (associate)