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Administered by: Treasury
Published Date 14 Jun 2019

 

Revocation of existing approval to hold a stake in a financial sector company of more than 15%

Approval to hold a stake in a financial sector company of more than 20%

Financial Sector (Shareholdings) Act 1998

To:       IVM Intersurer BV (Netherlands) (IVM) and the persons named in Schedule 1 (the Schedule 1 Persons)

 

SINCE

 

A.    IVM and the Schedule 1 Persons (the Applicants) have applied to the Treasurer under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act) for approval to hold a 100% stake in Assetinsure Pty Limited ABN 65 066 463 803 (Assetinsure), an authorised insurance company, and each of its holding companies Assetinsure Holdings Pty Limited ABN 52 103 489 265 (AHPL) and, from the time the acquisition takes effect, Lombard Australia Holdings Pty Ltd ACN 629 197 431 (Lombard);

 

B.    On 31 July 2015, APRA granted approval under subsection 14(1) of the Act for CBL Insurance Australia Pty Limited ABN 43 603 739 582 and the persons named in Schedule 2 (the 2015 Applicants) to hold a 100% stake in Assetinsure and each of the financial sector companies listed in Schedule 3 (the 2015 Holding Companies);

 

C.   The 2015 Applicants have requested that the 2015 Approval be revoked from the time, if any, the approvals in A. are granted; and

 

D.   I am satisfied that it is in the national interest to Approve the Applicants to hold a 100% stake in Assetinsure, AHPL and Lombard;

 

I, Louis Serret, a delegate of the Treasurer:

 

1.    under subsection 18(3) of the Act, REVOKE the 2015 Approval; and

2.    under subsection 14(1) of the Act, APPROVE:

a.    the Applicants to hold a 100% stake in each of AssetInsure, AHPL and Lombard;

b.    Lombard and AHPL to hold a 100% stake in Assetinsure; and

c.    Lombard to hold a 100% stake in AHPL.

 

This instrument comes into force from the date Lombard becomes a holding company of Assetinsure and remains in force indefinitely.

Dated 31 May 2019

 

 

 

[Signed]

Louis Serret

General Manager

Specialised Institutions Division

 

 

Schedule 1 - the Schedule 1 Persons

 

A.           Lombard Australia Holdings Pty Ltd;

B.           LomHold Proprietary Limited (South Africa);

C.           R&H Trust Co. (Zurich) AG (Switzerland) and Central-Treuhand-Institut (Liechtenstein) as trustees of the Jaap't Hooft Trust;

D.           R&H Trust Co. (Zurich) AG (Switzerland) and Cura Treuinstitut (Liechtenstein) as trustees of the Taro III Trust;

E.           Manzillo Holdings Limited (British Virgin Islands);

F.            Nordic Guarantee Försäkringsaktiebolag (Sweden);

G.           Yellowwoods Holdings S.à r.l. (Luxembourg); and

H.           L. Perlman SECS (Luxembourg).

 

Schedule 2 – the 2015 Applicants

 

1.         CBL Holdings Australia Pty Limited ABN 12 603 739 448;

2.         LBC Holdings Australasia Limited (NZ);

3.         CBL Corporation Limited (NZ);

4.         Federal Pacific Group Limited (NZ)

5.         Oceanic Securities Pte Ltd (Singapore)

6.         Alistair Leighton Hutchison

7.         Alan Leighton Hutchison

8.         Semisi Alistair James Hutchison; and

9.         Peter Alan Harris.

 

Schedule 3 – the 2015 Holding Companies

 

1.         LBC Holdings Australasia Limited (NZ);

2.         CBL Holdings Australia Pty Limited;

3.         CBL Insurance Australia Pty Limited;

4.         Assetinsure Holdings Pty Limited; and

5.         CBL Corporation Limited (NZ).

 

 

Interpretation

In this Notice:

 

100% subsidiary has the meaning given in section 3 of the Act.

authorised insurance company has the meaning given in section 3 of the Act.

financial sector company has the meaning given in section 3 of the Act.

holding company has the meaning given by section 4 of the Act.

stake in relation to a company, has the meaning given in clause 10 of Schedule 1 to the Act.

unacceptable shareholding situation has the meaning given in section 10 of the Act.

 

Note 1    Under paragraph 16(2)(a) of the Act, the Treasurer may, by written notice given to a person who holds an Approval under section 14, impose one or more conditions or further conditions to which the Approval is subject. Under paragraph 16(2)(b) of the Act, the Treasurer may revoke or vary any conditions imposed under paragraph 16(2)(a) of the Act or specified in the Notice of Approval. The Treasurer’s powers under subsection 16(2) may be exercised on the Treasurer’s own initiative or an application made to the Treasurer in accordance with the requirements of subsection 16(4) of the Act, by the person who holds the Approval (see subsection 16(3) of the Act).

Note 2    A person who holds an Approval under section 14 of the Act may apply to the Treasurer under subsection 17(1) of the Act, to vary the percentage specified in the Approval.


Note 3    Under subsection 17(6) of the Act, the Treasurer may, on the Treasurer’s own initiative, by written notice given to a person who holds an Approval under section 14, vary the percentage specified in the Approval if the Treasurer is satisfied it is in the national interest to do so.

 

Note 4    The circumstances in which the Treasurer may revoke a person’s Approval under section 14 are set out in subsection 18(1) of the Act.

 

Note 5    Section 19 of the Act provides for flow-on approvals. If an Approval has been granted for the holding of a stake in a financial sector company and the financial sector company is a holding company for an authorised deposit-taking institution or an authorised insurance company, then an approval is taken to exist for the holding of a stake of equal value in each financial sector company that is a 100% subsidiary of the holding company.

 

Note 6    Under section 14 of the Act, the Treasurer must give written notice of this Approval to the applicants and financial sector company concerned and must publish a copy of this notice in the Gazette.

 

Note 7    Under section 11 of the Act, a person or 2 or more persons under an arrangement are guilty of an offence if the person(s) acquires shares in a company and the acquisition has the result, in relation to a financial sector company, that:

(i)             an unacceptable shareholding situation comes into existence; or

(ii)            if an unacceptable shareholding situation already exists in relation to the company and in relation to a person – there is an increase in the stake held by the person in the company;

 

and the person(s) was reckless as to whether the acquisition would have that result. A maximum penalty of 400 penalty units applies or by virtue of subsection 4B(3) of the Crimes Act 1914, in the case of a body corporate, a penalty not exceeding 2,000 penalty units. By virtue of section 39 of the Act, an offence against section 11 is an indictable offence.

 

Note 8    Under section 32(3) of the Act, if a person has engaged in or is proposing to engage in any conduct in contravention of a condition to which an approval under section 14 is subject, the Federal Court may, on the application of the Treasurer, grant an injunction:

(i)             restraining the person engaging in the conduct; and

(ii)            if in the court’s opinion, it is desirable to do so, requiring the person to do something.