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 15%

Financial Sector (Shareholdings) Act 1998

SINCE:

A. International Insurance Company of Hannover SE ABN 58 129 395 544 (the company) is a financial sector company under the Financial Sector (Shareholdings) Act 1998 (the Act);

B. On 21 November 2008 a delegate of the Treasurer, under subsection 14(1) of the Act, approved HDI Haftpflichtverband der Deutschen Industrie Versicherungsverein auf Gegenseitigkeit (HDI VaG), Talanx AG, Hannover Ruck SE and Hannover Finance (UK) Limited (collectively, the 2008 stakeholders) holding a 100% stake in the company (2008 Approval);  

C. HDI VaG, HDI Global SE and the persons named in the attached Schedule (the applicants) have applied to the Treasurer under section 13 of the Act for approval to hold greater than 15% stakes in the company (Application);

D. The 2008 stakeholders have applied for the 2008 Approval to be revoked; and

E. I am satisfied that it is in the national interest to approve the applicants holding a stake in the company of more than 15%,

I, Nigel Boik, a delegate of the Treasurer:

(a)          under subsection 18(3) of the Act, REVOKE the 2008 Approval; and

(b)          under subsection 14(1) of the Act, APPROVE the applicants holding a 100% stake in the company.

This Notice has effect on from the date it is signed and remains in force indefinitely.

Dated: 29 November 2018

[Signed]

…………………

Nigel Boik

General Manager

Diversified Institutions Division

Interpretation

In this Notice:

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

financial sector company has the meaning given in section 3 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) of the Act may be exercised on the Treasurer’s own initiative or on 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. By operation of subsection 19(3), if a company has an approval to hold a stake in a financial sector company of more than 15%, each officer of the approval company is taken to have an approval to hold the same percentage stake in the financial sector 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 subsection 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.

Schedule – the person(s) who applied for approval

1.  HDI Haftpflichtverband der Deutschen Industrie Versicherungsverein auf Gegenseitigkeit
2. Talanx AG
3. Hannover Ruck SE
4. HDI Global SE