Approval to hold a stake in a financial sector company of more than 15% - Integrity Group Holdings Limited

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

Financial Sector (Shareholdings) Act 1998

To: Integrity Group Holdings Limited ABN 33 159 865 666 (IGH) and the persons listed in Schedule 1 (IGH Associates)

SINCE

1. On 12 December 2017, IGH and the IGH Associates applied to the Treasurer under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act) for the following approvals (the Approvals):

(i)       IGH and the IGH Associates to hold a 100% stake in QBE Life (Australia) Limited ABN 83 089 981 073 (QBE Life), a financial sector company under the Act; and

(ii)     the IGH Associates to hold a 100% stake in IGH, a financial sector company under the Act; and

B. I am satisfied it is in the national interest to grant the Approvals.

I, Adrian Rees, a delegate of the Treasurer:

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

(i)       IGH and the IGH Associates to hold a 100% stake in QBE Life; and

(ii)     the IGH Associates to hold a 100% stake in IGH.

This instrument comes into force on the date it is signed.  The Approvals under this instrument remain in force indefinitely.

Dated: 15 December 2017

[Signed]

Adrian Rees

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. 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 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 – IGH Associates

1. Bruce Sherlock
2. Prudential Life Company Pty Limited ABN 98 154 705 772 ATF Cloudlands Superannuation Fund ABN 24 145 118 582
3. NAS Corporation Super Pty Limited ACN 161 210 386 ATF Sherlock Family Super Fund ABN 39 579 607 802
4. Jireh Super Pty Limited ABN 30 161 287 985 ATF Jireh Superannuation Fund ABN 19 190 768 405
5. Andrew McKirdy
6. Grant & Belinda McKirdy ATF The Grabel Superannuation Fund ABN 70 733 019 818
7. SME Invest Pty Limited ACN 128 597 982 ATF Global Trident Consulting ABN 13 307 533 113
8. Leslie Jones
9. Leslie Frederick Stuart Jones ATF L.F.S. Jones Family Trust
10. Christopher Powell
11. Claritas Investments Pty Limited ACN 606 211 474 ATF Powell Family Trust
12. Thominat Pty Limited ACN 090 481 600 ATF Powell Super Fund