Approval to hold a stake in a financial sector company of more than 15% - NWC Group Pty Ltd

Administered by Department of the Treasury

Legislation au C2015G00107 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: NWC Group Pty Ltd ABN 75 138 867 393 (NWC Group) and the persons named in the attached schedule (its associates)

 

SINCE

 

  1. NWC Group 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 Avea Insurance Limited ABN 18 009 129 793 (the Company); and

 

B.                 I am satisfied it is in the national interest to approve NWC Group and each of its associates to hold a stake in the Company of more than 15%,

 

I, Gordon Walker, a delegate of the Treasurer, under subsection 14(1) of the Act, APPROVE NWC Group and each of its associates to hold a stake in the Company of 100%.

 

This instrument comes into force on the completion of the sale and acquisition of the shares in the Company within the meaning of, and under the Share Acquisition Agreement- Avea Insurance Limited, provided to APRA on 24 November 2014, being the date that Presidian Pty Ltd will cease to hold a stake in the Company.  The Approval under the instrument remains in force indefinitely. 

 

Dated: 9 January 2015

 

[Signed]

 

Gordon Walker

Acting General Manager

Specialised Institutions Division

South West Region

 

Interpretation

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 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 NWC Group

 

Web-Ezi Pty Ltd ACN 111 353 729

La Trobe Valley Pty Ltd ACN 071 876 867

Michael Anthony Nicola

Walter James Pisciotta

Steven Kloss Pty Ltd ACN 083 227 552

Kilienz Pty Ltd ACN 078 276 338

Four Us Pty Ltd ACN 076 542 526

Rainbow TJP Superannuation Fund Pty Ltd ACN 161 369 562

Rainbow LOZ Superannuation Fund Pty Ltd ACN 161 369 508

Rainbow LCP Superannuation Fund Pty Ltd ACN 161 369 571

Rainbow End Investments Pty Ltd ACN 067 489 329

 

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the issue of controlling shareholdings in financial sector companies, which could potentially pose risks to the stability and integrity of the financial system. This Act empowers the Treasurer to approve or disapprove applications for shareholdings exceeding 15% in financial sector companies, ensuring that such shareholdings do not lead to unacceptable situations that could jeopardise the financial sector. The Act was passed by the Australian Parliament with the policy objective of maintaining a stable and secure financial system by preventing undue concentration of ownership and control in the financial sector. In this specific case, the Acting General Manager of the Specialised Institutions Division, South West Region, has approved NWC Group and its associates to hold a 100% stake in Avea Insurance Limited, considering it to be in the national interest. This decision comes into force upon the completion of the sale and acquisition of shares in Avea Insurance Limited as per the Share Acquisition Agreement dated 24 November 2014.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities seeking to hold a stake of more than 15% in a financial sector company, encompassing individuals, corporations, and associated persons. The Act is a Commonwealth legislation that regulates shareholdings in financial sector companies to protect the stability and integrity of Australia’s financial system. The approval process under section 13 of the Act is applicable to NWC Group and its associates as specified in the attached schedule, enabling them to hold a stake in Avea Insurance Limited. The Act’s jurisdictional reach extends across Australia, as it is a national legislative instrument designed to maintain the financial health and security of the nation's financial institutions. Exclusions and exemptions are not explicitly mentioned in the approval notice, but the Act provides mechanisms for imposing conditions, varying stakes, and revoking approvals under sections 16, 17, and 18 respectively. These powers can be exercised by the Treasurer, either on their own initiative or in response to an application from the entity holding the approval.

Key Provisions

The primary operative sections of the Financial Sector (Shareholdings) Act 1998 include sections 13, 14, 16, 17, and 18. Section 13 allows entities such as NWC Group to apply for approval to hold a stake in a financial sector company of more than 15%. Section 14 empowers the Treasurer to grant such approvals if deemed in the national interest, with the approval potentially including conditions. Section 16 allows the Treasurer to impose, revoke, or vary conditions on existing approvals. Section 17 enables an approved entity to apply for a variation in the percentage of the stake specified in their approval, while section 18 outlines the circumstances under which the Treasurer may revoke an approval. Under the Act, NWC Group and its associates are subject to specific obligations and requirements. They must apply for approval to hold a stake of more than 15% in a financial sector company, and if granted, they must comply with any conditions imposed by the Treasurer. Furthermore, the Act imposes an obligation on the Treasurer to notify the applicant and the financial sector company of the approval and to publish the notice in the Gazette. The Treasurer also has the authority to impose, revoke, or vary conditions on existing approvals, and to vary the percentage of the stake specified in an approval if deemed in the national interest. The Act provides for various penalties and consequences for breaches. Section 11 sets out an offence for acquiring shares in a financial sector company if it results in an unacceptable shareholding situation, with a maximum penalty of 400 penalty units for an individual and 2,000 penalty units for a body corporate. Such an offence is indictable. Additionally, under section 32(3), the Federal Court may grant an injunction to restrain a person from engaging in conduct that contravenes a condition to which an approval under section 14 is subject, or to require the person to do something if deemed desirable by the court. In summary, the Financial Sector (Shareholdings) Act 1998 governs the approval process for entities seeking to hold a stake in a financial sector company of more than 15%. It outlines the requirements for approval, the obligations of the entities involved, and the potential penalties and consequences for non-compliance. The Act ensures that significant shareholdings in financial sector companies are subject to scrutiny and regulation to protect the national interest.

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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.