Approval to hold a stake in a financial sector company of more than 15% - CVC Nominees Limited

Administered by Department of the Treasury

Legislation au C2013G01893 In force Gazette

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Approval to hold a stake in a financial sector company of more than 15%

Financial Sector (Shareholdings) Act 1998

To: CVC Nominees Limited (Registered no. 98888, Jersey) (CVC) and the persons named in the attached Schedule (its associates)

 

 

SINCE

 

 

  1. CVC and its associates have applied for an approval under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act), to hold a stake of more than 15% in each of the following companies, each a financial sector company under the Act:

 

(a)   Domestic & General Insurance PLC ABN 11 124 040 768;

(b)   Domestic & General Group Limited (Registered no. 1156896, UK);

(c)   Domestic & General Acquisitions Limited (Registered no. 98513, Jersey);

(d)   Domestic & General Acquisitions Holdings Limited (Registered no. 98464, Jersey);

(e)   Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);

(f)    Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);

(g)   Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);

(h)   Galaxy Bidco Limited (Registered no. 113705, Jersey);

(i)     Galaxy Finco Limited (Registered no. 113706, Jersey);

(j)     Galaxy Midco 2 Limited (Registered no. 113708, Jersey);

(k)   Galaxy Midco 1 Limited (Registered no. 113707, Jersey); and

(l)     Galaxy Topco Limited (Registered no. 113704, Jersey), and

 

B.                 I am satisfied it is in the national interest to approve CVC and each of its associates to hold a stake in each financial sector company of more than 15%,

 

I, Nigel Boik, a delegate of the Treasurer, under subsection 14(1) of the Act, APPROVE CVC and each of its associates to hold a stake in each financial sector company of 100%.

 

 

This Approval comes into force on the date that Galaxy Bidco Limited (Registered no. 113705, Jersey) acquires all the shares in Domestic & General Group Holdings Limited (Registered no. 98460, Jersey) on behalf of the CVC Funds and remains in force indefinitely.

Dated: 11 December 2013

 

[Signed]

 

 

Nigel Boik

General Manager

Specialised Institutions Division

 

 

Interpretation

In this Notice:

CVC Funds means the following limited partnerships of which CVC European Equity V Limited (Registered no. 99031, Jersey) is the General Partner:

(a)   CVC European Equity Partners V (A) L.P. (Registered no. WK 22056, Cayman Islands);

(b)   CVC European Equity Partners V (B) L.P. (Registered no. WK 24527, Cayman Islands);

(c)   CVC European Equity Partners V (C) L.P. (Registered no. WK 24524, Cayman Islands);

(d)   CVC European Equity Partners V (D) L.P. (Registered no. WK 25044, Cayman Islands); and

(e)   CVC European Equity Partners V (E) L.P. (Registered no. WK 22043, Cayman Islands).

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 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 2 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 3 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 4 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 5 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 6 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 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule – Associates of CVC

 

CVC Capital Partners SICAV-FIS S.A. (Registered no. B 138 220, Luxembourg)

CVC Capital Partners 2012 Limited (Registered no. 108317, Jersey)

CVC MMXII Limited (Registered no. 108722, Jersey)

CVC Group Limited (Registered no. 108782, Jersey) (CVC GL)

CVC Portfolio Holdings Limited (Registered no. 110154, Jersey) (CVC PHL)

CVC GL as General Partner and CVC PHL as Limited Partner of CVC Group Holdings L.P. (Registered no. LP1395, Jersey)

CVC Capital Partners Finance Limited. (Registered no. 85104, Jersey)

CVC Capital Partners Advisory Company Limited (Registered no. 84400, Jersey)

CVC European Equity V Limited (Registered no. 99031, Jersey)

 

CVC European Equity V Limited (Registered no. 99031, Jersey) as General Partner of the following limited partnerships:

(a)   CVC European Equity Partners V (A) L.P. (Registered no. WK 22056, Cayman Islands);

(b)   CVC European Equity Partners V (B) L.P. (Registered no. WK 24527, Cayman Islands);

(c)   CVC European Equity Partners V (C) L.P. (Registered no. WK 24524, Cayman Islands);

(d)   CVC European Equity Partners V (D) L.P. (Registered no. WK 25044, Cayman Islands); and

(e)   CVC European Equity Partners V (E) L.P. (Registered no. WK 22043, Cayman Islands).

 

Domestic & General Insurance PLC ABN 11 124 040 768

Domestic & General Group Limited (Registered no. 1156896, UK)

Domestic & General Acquisitions Limited (Registered no. 98513, Jersey)

Domestic & General Acquisitions Holdings Limited (Registered no. 98464, Jersey)

Domestic & General Finance 2 Limited (Registered no. 98463, Jersey)

Domestic & General Finance 1 Limited (Registered no. 98462, Jersey)

Domestic & General Group Holdings Limited (Registered no. 98460, Jersey)

 

Galaxy Topco Limited (Registered no. 113704, Jersey)

Galaxy Midco 1 Limited (Registered no. 113707, Jersey)

Galaxy Midco 2 Limited (Registered no. 113708, Jersey)

Galaxy Finco Limited (Registered no. 113706, Jersey)

Galaxy Bidco Limited (Registered no. 113705, Jersey)

 

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the potential risks to Australia's financial stability that may arise from excessive foreign ownership or control of financial institutions. This Act provides a framework for the Treasurer to approve or reject significant shareholdings in financial sector companies, ensuring that such holdings do not compromise the national interest. The Act was introduced by the Commonwealth Parliament with the policy objective of safeguarding the financial system by preventing unacceptable shareholding situations, which could threaten the stability and efficiency of financial markets. This legislation empowers the Treasurer to regulate the acquisition of shares in financial sector companies to maintain the integrity and resilience of the financial system, thereby protecting consumers and the broader economy. In this context, the Treasurer, through a delegate, has approved CVC Nominees Limited and its associates to hold a stake of more than 15% in several specified financial sector companies, considering it to be in the national interest. This approval is contingent upon the acquisition of all shares in Domestic & General Group Holdings Limited by Galaxy Bidco Limited on behalf of the CVC Funds and remains in effect indefinitely. The Treasurer retains the authority to impose, vary, or revoke conditions on the approval, as well as to vary the specified percentage under certain conditions, ensuring ongoing oversight and adaptability in managing potential risks associated with significant shareholdings in the financial sector.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities and individuals seeking to hold a stake of more than 15% in Australian financial sector companies, as defined by the Act. This Act is of Commonwealth jurisdiction, thereby extending its application across the entire nation. The Act allows for specific exclusions and exemptions, though these are not explicitly detailed in the provided text. The application and scope of the Act can be extended or restricted through subordinate instruments, as noted in the text. The approval granted to CVC Nominees Limited and its associates to hold stakes exceeding 15% in specified financial sector companies is contingent upon the national interest, as determined by the delegate of the Treasurer. This approval encompasses the acquisition of shares in various entities, including Domestic & General Insurance PLC and multiple Jersey and UK registered companies, and remains in force indefinitely following the acquisition of all shares in Domestic & General Group Holdings Limited by Galaxy Bidco Limited on behalf of the CVC Funds.

Key Provisions

The Financial Sector (Shareholdings) Act 1998 (the Act) outlines the conditions under which entities can hold significant stakes in financial sector companies. Section 13 of the Act requires entities to apply for approval from the Treasurer to hold a stake exceeding 15% in a financial sector company, while section 14 empowers the Treasurer to grant such approval if satisfied that it is in the national interest. This legislation applies to CVC Nominees Limited and its associates, as detailed in the accompanying Schedule, to hold a stake in multiple specified financial sector companies. The approval for these entities to hold a stake of up to 100% in each of the mentioned companies is contingent on the national interest and is effective from the date Galaxy Bidco Limited acquires all shares in Domestic & General Group Holdings Limited on behalf of the CVC Funds, and remains in force indefinitely. Entities approved under the Act are subject to certain obligations, including the requirement to notify the Treasurer of any changes in the shareholding percentage under section 17, and to comply with any conditions imposed by the Treasurer under section 16. The Treasurer retains the authority to impose, vary, or revoke conditions on the approval, either on their own initiative or in response to an application by the entity holding the approval. Additionally, the Treasurer can revoke an approval if it is no longer in the national interest, as stipulated in section 18. The Act also includes provisions for flow-on approvals, where approval for holding a stake in a parent company extends to its subsidiaries, under section 19. The Act imposes penalties for certain actions that result in unacceptable shareholding situations. Under section 11, any person or group acting in concert who recklessly acquires shares resulting in such situations is guilty of an offence. The penalty for an individual is up to 400 penalty units, and for a body corporate, up to 2,000 penalty units. Such an offence is indictable under section 39. Furthermore, section 32(3) allows the Federal Court to grant injunctions to restrain conduct that contravenes the conditions of an approval, as requested by the Treasurer.

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.