Approval to hold a stake in a financial sector company of more than 15% - Highlands Holdings, Ltd. (Bermuda)

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

Financial Sector (Shareholdings) Act 1998

To: Highlands Holdings, Ltd. (Bermuda) and the persons named in Schedule 1 (the Applicants)

SINCE

1. 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 each of the companies listed in Schedule 2 (the Financial Sector Companies), each a financial sector company under the Act;

B.     Aspen Insurance Holdings Limited (Bermuda) and its associates were granted approval by APRA on 27 November 2008 and 18 November 2014 under subsection 14(1) of the Act to hold a 100% stake in Aspen Insurance UK Limited ABN 33 128 637 650 (UK) and Aspen European Holdings Limited (formerly Aspen Fenchurch Limited) (UK), and both of these approvals continue in force; and

C.     I am satisfied that it is in the national interest to approve the Applicants holding a 100% stake in each of the Financial Sector Companies,

I, Louis Serret, a delegate of the Treasurer, under subsection 14(1) of the Act, APPROVE the Applicants holding a 100% stake in each of the Financial Sector Companies.

This instrument comes into force on the date it is signed and remains in force indefinitely. 

Dated 11 February 2019

[Signed]

………………………

John Sculli

Acting General Manager

Specialised Institutions Division

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.

Schedule 1 – the Applicants

1. Highlands Holdings, Ltd. (Bermuda)
2. AP Highlands Co-Invest, L.P. (Cayman)
3. AP Highlands Holdings, L.P. (Cayman)
4. Apollo Management IX, L.P. (Delaware, USA)
5. APH Holdings, L.P. (Cayman)
6. APO Asset Co., LLC (Delaware, USA)
7. Apollo Global Management, LLC (Delaware, USA)
8. AGM Management, LLC (Delaware, USA)
9. BRH Holdings GP, Ltd. (Cayman)
10. Marc Rowan
11. Joshua Harris
12. Leon Black
13. AP Highlands Holdings (GP), LLC (Cayman)
14. AIF IX International Holdings, L.P. (Cayman)
15. Apollo Overseas Partners (892 AIV) IX, L.P. (Cayman)
16. Apollo Advisors IX (EH), L.P. (Cayman)
17. Apollo Advisors IX (EH-GP), LLC (Cayman)
18. Apollo Principal Holdings III GP, Ltd. (Cayman)
19. AIF IX Management, LLC (Delaware, USA)
20. Apollo Management, L.P. (Delaware, USA)
21. Apollo Management G.P., LLC (Delaware, USA)
22. Apollo Management Holdings, L.P. (Delaware, USA)
23. Apollo Management Holdings G.P., LLC (Delaware, USA)
24. APO Corp. (Delaware, USA)
25. Apollo Co-Investment Management, LLC (Delaware, USA)

Schedule 2 – Financial Sector Companies

1. Highlands Holdings, Ltd. (Bermuda)
2. Aspen Insurance Holdings Limited (Bermuda)
3. Aspen European Holdings Limited (UK)
4. Aspen Insurance UK Limited ABN 33 128 637 650 (UK)