High Court to weigh RiverStone Malta portfolio transfer to Irish successor

The High Court of Ireland will sit at the Four Courts, Inns Quay, Dublin 7, at 10.30am on 24 November 2026 to hear an application by RiverStone Insurance (Malta) Limited and RiverStone International Ireland Designated Activity Company for approval of a cross-border insurance merger. The application, carried in the Commercial list under Record No. H.COS.2026.339, seeks an order under Regulations 39 and 42 of the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (S.I. No. 233 of 2023). The notice was published in Iris Oifigiúil on 23 October 2026 at the direction of the court, by order dated 19 October 2026.

The two companies and the terms of the transfer

The applicants are described in the notice as the “Transferor Company” and the “Successor Company”:

• RiverStone Insurance (Malta) Limited, incorporated under the laws of Malta with company number C 115948, registered at Aragon Business Centre, Level 1, Dragonara Road, St Julian’s, STJ 3140, Malta.
• RiverStone International Ireland Designated Activity Company, incorporated under the laws of Ireland with company number 225221, registered at Unit 44 Block 5, Northwood Court, Northwood Crescent, Northwood, D09 EW63, Dublin 9.

The transaction rests on Common Draft Terms of Merger executed by the directors of both companies on 20 July 2026. Under those terms, all of the assets and liabilities of the transferor — including those of its Swiss branch — pass to the Irish successor, and the Maltese company is then dissolved without going into liquidation. The notice states expressly that the assets and liabilities transferring comprise all assets and liabilities relating to an insurance portfolio of the transferor, a transaction it labels the “Proposed Transfer”.

What the court is being asked to certify

The application is twofold. The applicants seek a pre-merger certificate directed to the successor company under Regulation 39 of the 2023 regulations, and a confirmation of the legality of the merger under Regulation 42. Both limbs are required before a cross-border merger of this kind can be completed under the Irish framework transposing the EU regime.

The notice adds that the transfer remains subject to further regulatory consents, naming in particular the Malta Financial Services Authority and the Central Bank of Ireland. No completion date is given; the court’s role is to certify, not to authorise the regulated transfer of the portfolio itself.

Deadline for objections and how to be heard

Any member, creditor or other interested party who wishes to be heard must act before the hearing:

• Written notification of intention to appear must reach Matheson LLP, 70 Sir John Rogerson’s Quay, Dublin 2, no later than 5.00pm on Friday, 20 November 2026.
• The notification must be marked for the attention of Grainne Callanan and Kieran O’Sullivan, quoting reference GC 674410/1.
• It must state whether the party supports or opposes the motion.
• By the same deadline, the party must file in court and furnish to the applicants’ solicitors the evidence by way of affidavit on which it proposes to rely at the hearing.

The notice also records that any member, creditor or other interested party may obtain a copy of the originating notice of motion and the grounding affidavit by contacting the solicitors for the applicants. The notice is signed by Matheson LLP, Solicitors for the Applicants, and dated 23 October 2026.

Why it matters

For policyholders and creditors of the Maltese entity, the 20 November deadline is the only point at which they can formally put their position before the court before the portfolio moves to an Irish designated activity company and the transferor ceases to exist. The case is also a working example of the 2023 regulations in operation: a regulated insurance book, a Swiss branch and two supervisory authorities all folded into a single High Court certification hearing.

Source: Iris Oifigiúil, No. 85, 23 October 2026, Section I (official reference: H.COS.2026.339).