Approval to hold a stake in a financial sector company of more than 15% - Swiss Re Asia Holding Pte. Ltd.

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

Financial Sector (Shareholdings) Act 1998

To: Swiss Re Asia Holding Pte. Ltd. (SRAHL), Swiss Re Reinsurance Holding Company Ltd (SRRH) and Swiss Reinsurance Company Ltd (SRC) (the applicants)

SINCE

1. The applicants have applied to the Treasurer under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act) for the following approvals:
   1. SRAHL to hold a 100% stake in each of Swiss Re Australia Ltd ABN 28 004 360 909 (SR Australia) and Swiss Re Life & Health Australia Limited ABN 74 000 218 306 (SRLHA);
   2. SRRH to hold a 100% stake in each of SRAHL, SR Australia and SRLHA; and
   3. SRC to hold a 100% stake in each of SRRH and SRAHL;

B.     The approvals are required as SRAHL and and SRRH will each become a holding company of SR Australia and SRLHA (financial sector companies under the Act) from the time, if any, SRAHL completes its proposed acquisition from SRC of 100% of the issued shares in SR Australia;

C.     I am satisfied that it is in the national interest to approve each applicant holding the stakes requested in Recital A. above;

I, Nigel Boik, a delegate of the Treasurer under subsection 14(1) of the Act, APPROVE:

a)      SRAHL to hold a 100% stake in each of SR Australia and SRLHA;

b)      SRRH to hold a 100% stake in each of SRAHL, SR Australia and SRLHA; and

c)      SRC to hold a 100% stake in each of SRRH and SRAHL;

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

Dated: 24 September 2018

[Signed]

………………………

Nigel Boik

General ManagerDiversified 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.

Other Approval

SRC also has the benefit of an approval taken to have been given on 1 July 1998 under subsection 14(1) of the Act to hold 100% stakes in SR Australia and SRLHA through the operation of section 47 of the Act. This approval remains in force.