Approval to hold a stake in a financial sector company of more than 15%
Financial Sector (Shareholdings) Act 1998
SINCE
- Budget Holdings Ltd Co No 24037 (Guernsey) and the person(s) named in the attached Schedule (the applicants) have applied to the Treasurer under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act), for approval to hold a stake of more than 15% in Auto & General Insurance Company Limited ACN 111 586 353 (the Company), a financial sector company under the Act; and
B. 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 Phillip John Boik, a delegate of the Treasurer, under subsection 14(1) of the Act, APPROVE the applicants holding a stake in the Company of 100 %.
Under subsection 16(1) of the Act, this Approval is subject to the conditions set out in the attached Schedule.
This Approval commences on the date The Reef Foundation (Guernsey) becomes the trustee of The Concrete Trust and remains in force indefinitely.
Dated: 9 December 2013
[Signed]
Nigel Phillip John Boik
Acting Executive General Manager Specialised Institutions Division
Interpretation Document ID: 210917
In this Notice:
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 condition imposed under paragraph 16(2)(a) of the Act or specified in the Notice of Approval. The Treasurer’s power 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 may apply to the Treasurer under section 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 that 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 applicant
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 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 from 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
ASSOCIATES OF BUDGET HOLDINGS LTD CO NO 24037 (GUERNSEY)
Klinkert Investments Pty Ltd ACN 086 314 285
Companies incorporated in Guernsey:
Reef Holdings Limited
R&H Trust Co. (Guernsey) Ltd
Maitland Trustees Limited (formerly Credit Suisse Trust Ltd) Reef Management Services Limited
BHL Management Services Limited Jacana Re Limited
BHL Europe Holding Limited Investor 20:25 Limited
BHL Minorities Limited
The Reef Foundation (Guernsey)
Companies Incorporated in the United Kingdom: BGL Group Ltd (formerly Budget Group Ltd) Budget Insurance Company Ltd
Direct Insurance Systems Corporation Ltd BFSL Ltd
ACM ULR Ltd BISL Ltd
Budget Retail Ltd
Fusion Contact Centre Services Ltd
Budget Commercial Insurance Services Ltd Bakewell Property Development Ltd Budget Financial Services Ltd
Budget Insurance Intermediaries Ltd GF Bennett (Holdings) Ltd
Budget Group Ltd
Dial Direct Insurance Marketing Ltd Dial Direct Finance Ltd
Pratt’s Insurance Office IGO ECO Ltd
Budget Insurance Services Ltd Courtanet SAS Verzekeringssite
Coral Administration Services Limited BGL Direct Life Ltd
Minster Law Limited
BHL (UK) Holdings Limited
Companies Incorporated in Australia:
Auto & General Holdings Pty Ltd ACN 086 321 459 Auto & General Services Pty Ltd ACN 003 617 909
Direct Insurance Systems Company Pty Ltd ACN 086 321 422 Budget Direct Insurance Agency Pty Ltd ACN 094 408 545 Auto & General Insurance Services Pty Ltd ACN 094 408 483 Auto & General Training Pty Ltd ACN 089 508 583
Budget Insurance Brokers Pty Ltd ACN 089 508 547 Budget Direct Insurance Brokers Pty Ltd ACN 088 124 627 Retirease Insurance Agency Pty Ltd ACN 094 425 233
Financial Holdings Australia Pty Ltd ACN 112 971 132
Compare the Market Pty Ltd ACN 117 323 378
Bennetts Motorcycle Insurance Pty Ltd ACN 112 121 838
Affinisure Pty Ltd ACN 128 885 469
Ibuyeco Pty Ltd ACN 127 997 175
Companies Incorporated in South Africa: Telesure Investment Holdings Pty Ltd Dial Direct Insurance Ltd
Auto & General Insurance Company Ltd Napier Gardens (Pty) Ltd
Budget Insurance Brokers (Pty) Ltd Upstream Advertising (Pty) Ltd
First For Women Insurance Brokers (Pty) Ltd Motowise (Pty) Ltd
Douw Steyn Properties (Pty) Ltd
Direct Integrated Systems Corporation (SA) (Pty) Ltd No. 1 Queen Road Property (Pty) Ltd
Budget Insurance Company Ltd Firstprize Solutions (Pty) ltd
1 Life Direct Insurance Ltd Saxon Hotel (Pty) Ltd
Hippo Comparative Services (Pty) Ltd Telesure Financial Services (Pty) Ltd OneCall Insurance Brokers (Pty) Ltd Business Asset Rental (Pty) Ltd Telesure Group Services (Pty) Ltd GIP Construction (Pty) Ltd
Ponte Vedra Warehouse (Pty) Ltd Steyn City Properties (Pty) Ltd Dashpay (Pty) Ltd
Jenus Health (Pty) Ltd
Companies Incorporated in the British Virgin Isles:
Jacamar Overseas Limited
Companies Incorporated in Gibraltar
Coral Underwriting Limited
Schedule - the conditions imposed on this Approval
1. Shares held in the company by Budget Holdings Ltd Co No 24037 (Guernsey) and the Budget Holdings Associates (other than Klinkert Investments Pty Ltd ACN 086 314
285) must not in total exceed 85% of the Company’s issued shares; and
2. Shares held in the Company by Klinkert Investments Pty Ltd ACN 086 314 285 must not exceed 15% of the Company’s issued shares.