27 Oct, 2026
Proposed cross-border merger of RiverStone Insurance (Malta) Ltd into RiverStone International Ireland DAC
The High court commercial record no. h.cos.2026.339 in the matter of RiverStone international Ireland designated activity company and in the matter of RiverStone insurance (Malta) limited and in the matter of the European union (cross-border conversions, mergers and divisions) regulations 2023 and in the matter of an application pursuant to regulation 39 of the European union (cross-border conversions, mergers and divisions) regulations 2023 and in the matter of an application pursuant to regulation 42 of the European union (cross-border conversions, mergers and divisions) regulations 2023 RiverStone international Ireland designated activity company and RiverStone insurance (Malta) limited
Notice
Notice is hereby giventhat RiverStone Insurance (Malta) Limited incorporated under the laws of Malta with company number C 115948 (the “Transferor Company”) having its registered office at Aragon Business Centre, Level 1, Dragonara Road, St Julian’s, STJ 3140, Malta and RiverStone International Ireland Designated Activity Company incorporated under the laws of Ireland with company number 225221 (the “Successor Company”), having its registered office at Unit 44 Block 5, Northwood Court, Northwood Crescent, Northwood, D09 EW63, Dublin 9, Ireland (together the “Applicant Companies”) will apply to the High Court of Ireland sitting at the Four Courts, Inns Quay, Dublin 7, Ireland at 10.30 o’clock in the forenoon on the 24thday of November 2026, for an order pursuant to (i) Regulation 39 of the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023) (the “Irish Merger Regulations”) directing that a pre-merger certificate issue to the Successor Company and (ii) Regulation 42 of the Irish Merger Regulations confirming the legality of the Proposed Merger; and upon the terms of Common Draft Terms of Merger executed by the directors of the Applicant Companies on 20 July 2026, pursuant to which all of the assets and liabilities of the Transferor Company will transfer to the Successor Company and the Transferor Company (including its Swiss Branch) will be dissolved without going into liquidation (the “Proposed Merger”).
The assets and liabilities transferring from the Transferor Company to the Successor Company include all assets and liabilities relating to an insurance portfolio of the Transferor Company (the “Proposed Transfer”). The Proposed Transfer is subject to certain regulatory approvals including of the Malta Financial Services Authority and the Central Bank of Ireland.
And further take notice that any member, creditor or interested party who wishes to be heard on the hearing of the said originating notice of motion (the “Motion”) is required to notify Matheson LLP, 70 Sir John Rogerson’s Quay, Dublin 2 (in writing) (“Solicitors for the Applicants”) marked for the attention of Grainne Callanan/Kieran O’Sullivan (reference GC 674410/1), no later than 5.00pm on Friday, the 20th day of November 2026 of their intention to appear on the said Motion and should indicate to the Solicitors for the Applicants whether such person or persons support or oppose the said Motion and further should, by said time and date, file in court and furnish to the Solicitors for the Applicants such evidence by way of affidavit as is proposed to be relied upon at the hearing of the Motion by such person.
Please note, any member, creditor or other interested party of the Applicant Companies who desires to obtain a copy of the originating notice of motion and grounding affidavit should contact the Solicitors for the Applicants.
This notice is placed at the order of the High Court of Ireland dated 19 October 2026