Approval to hold a stake in a financial sector company of more than 20% - IN1Bank Ltd

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Approval to hold a stake in a financial sector company of more than 20%

Financial Sector (Shareholdings) Act 1998

 

SINCE:

 

  1. James Tong, Zoe Hao Chen Tong and the person(s) named in the attached Schedule (the applicants) have applied to the Treasurer under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act) for approval to hold a stake of more than 20% in IN1Bank Ltd ABN  62 627 541 011 (IN1);

 

B.                 I have considered the matters prescribed in the Financial Sector (Shareholdings) Rules 2019; and

 

C.                 I am satisfied that IN1 is a company to which subsection 14A(3) of the Act applies, and the criteria in subsection 14A(1) of the Act are met in relation to the applicants and IN1,

 

I, John Lonsdale, a delegate of the Treasurer, under paragraph 14(1)(b) of the Act, APPROVE the applicants holding a stake of 70.88% stake in IN1.

 

Under subsection 16(1) of the Act, this Approval is subject to the conditions set out in the attached Schedule.

 

This Approval takes effect on the day that it is signed and remains in force for the period worked out under section 15A of the Act.

 

 

Dated: 12 December 2019

 

[Signed]

 

John Lonsdale

Deputy Chair

APRA

Interpretation

In this instrument:

 

financial sector company has the meaning given in section 3 of the Act.

relevant licensed 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 21A of the Act, the relevant licensed company for an Approval under paragraph 14(1)(b) of the Act must give written notice to APRA and the holder of the Approval within 10 days of the day that the value of the total resident assets of the company first exceeds the assets threshold for the company (threshold day).  Under subsection 16A(2) of the Act, the holder of the Approval must give written notice to the Treasurer within 30 days of receiving a notice under section 21A, specifying whether the holder intends to reduce the stake to ensure that an unacceptable shareholding situation does not come into existence or apply for an approval under paragraph 14(1)(a) of the Act. Under subsection 15A(1) of the Act, an Approval under paragraph 14(1)(b) of the Act remains in force until the end of 2 years after the threshold day. Section 15A sets out the circumstances in which the timeframe may be extended if the holder of the Approval applies for approval under paragraph 14(1)(a) of the Act.

 

Note 2 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 3 Section 19A of the Act provides for flow-on approvals for an Approval under paragraph 12(1)(b) of the Act.  Under subsection 19A(1), if an Approval has been granted for the holding of a stake in a financial sector company that is a holding company of the relevant licensed company for the approval, then an approval is taken to exist for the holding of a stake of equal value in the relevant licensed company and each financial sector company that is a 100% subsidiary of the holding company. Under subsection 19A(4), if an Approval has been granted for a company to hold a stake in a financial sector company, there is taken to be in force at that time an approval for each officer of the company to hold the same percentage stake in the financial sector company.

 

Note 4 Under section 14 of the Act, the Treasurer must give written notice of this Approval to the applicant and financial sector company or relevant licensed company concerned, and must publish a copy of this notice in the Gazette.

 

 

 


Schedule – the persons who applied for approval

 

  1. TFT Managers Pty Ltd ACN 600 520 278 as trustee for Tong Family Trust

 

2.              Secvest Capital Pty Limited ABN 20 152 000 756

 

3.              Zishu An

 

4.              Alnoor Premji and Salma Premji

 

5.              Stephen Van Der Mye

 

6.              Franck and Lisa Demoiseau Pty Ltd ACN 159 332 171 as trustee for The Franck and Lisa Demoiseau Family Trust

 

7.              Choong Lan Yap

 

8.              David Chin

 

Schedule – the conditions

 

Limits on individual shareholdings

 

(1)          James Tong and Zoe Tong must not hold direct control interests greater than 51.37 per cent in aggregate in IN1 without prior approval from the Treasurer or a delegate of the Treasurer.[1]

(2)          No associate of James Tong and Zoe Tong may hold a direct control interest greater than 20 per cent in IN1 without prior approval from the Treasurer or a delegate of the Treasurer. The associates of James Tong and Zoe Tong are the persons named in the Schedule of persons who applied for approval.

 

In this Schedule:

direct control interest has the meaning given in the Act.

 

[1] Under subclause 11(2) of the Schedule to the Act, a person’s direct control interest in a company (the second level company) includes the person’s direct control interest in a company (the first level company) multiplied by the first level company’s direct control interest in the second level company.

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the problem of excessive concentration of ownership and control in the financial sector, which could potentially lead to risks for the stability and integrity of the financial system. This Act was introduced by the Commonwealth Parliament and its primary policy objective is to regulate and monitor shareholdings in financial sector companies to mitigate systemic risks. The Act provides a framework for the Treasurer to approve or disapprove significant shareholdings in financial institutions and to impose conditions on such shareholdings to ensure that they do not pose a threat to the financial system. The Act also allows for the review and adjustment of shareholding limits and conditions in response to changing circumstances and emerging risks. Under this Act, the Treasurer can delegate the power to approve or disapprove shareholdings to authorised officers, such as the Deputy Chair of the Australian Prudential Regulation Authority (APRA). The approval process involves considering the prescribed matters, including the applicant's character, competence, and financial soundness, and assessing whether the shareholding is in the public interest. The Act also includes provisions for the review and revocation of approvals, as well as for the imposition of penalties for non-compliance.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to individuals and entities seeking to acquire or hold a stake of more than 20% in a financial sector company, specifically those defined as relevant licensed companies under the Act. The Act extends its application nationwide, covering the Commonwealth of Australia. The approval process outlined in the Act is mandatory for anyone intending to exceed the 20% shareholding threshold in a financial sector company. The Act’s jurisdiction is comprehensive, encompassing all financial sector companies within its purview, and the application extends to both natural and artificial persons. Notably, the Act allows for specific exemptions and conditions to be set through subordinate instruments, such as the Financial Sector (Shareholdings) Rules 2019, which prescribe the matters to be considered in approving a shareholding. This legislative framework ensures that significant shareholdings in financial sector companies are subject to rigorous scrutiny and regulatory oversight to maintain financial stability and integrity.

Key Provisions

The Financial Sector (Shareholdings) Act 1998 governs the approval process for individuals or entities seeking to hold a stake exceeding 20% in a financial sector company. Section 13 of the Act outlines the application process for such approval, where the applicants must submit a request to the Treasurer, who then considers the application against prescribed criteria. In the case of James Tong, Zoe Hao Chen Tong, and the other individuals listed in the attached Schedule, the Treasurer has approved their holding of a 70.88% stake in IN1Bank Ltd, subject to specific conditions outlined in the attached Schedule (subsection 16(1)). This approval is valid from the date of signing and continues until the end of two years from the threshold day, as specified in section 15A, unless extended under certain conditions. The obligations imposed by the Act on the parties involved include providing written notice to the Australian Prudential Regulation Authority (APRA) and the relevant financial sector company if the total resident assets of the company exceed a specified threshold, as mandated by section 21A. The holder of the approval must also notify the Treasurer within 30 days if they intend to reduce the stake to avoid an unacceptable shareholding situation or seek further approval, as per subsection 16A(2). Furthermore, the Treasurer must notify the applicants and the financial sector company concerned of the approval and publish the notice in the Gazette, as required by section 14. Failure to comply with the conditions set by the Act can lead to serious consequences. Under section 18, the Treasurer may revoke an approval if certain criteria are not met, which could result in the loss of the permitted shareholding. Additionally, if an individual or entity breaches the conditions of the approval, they may face civil or criminal penalties. For instance, subsection 16(1) stipulates that the approval is subject to specific conditions, and any breach of these conditions could result in legal action. The maximum penalties for such breaches are not explicitly stated in the provided text but generally include fines and potential imprisonment, as per the broader legislative framework governing financial sector regulations in Australia.

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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.