Approval to hold a stake of more than 20% in a financial sector company No. 6 of 2025
Financial Sector (Shareholdings) Act 1998
To: Banking Circle S.A. and the persons specified in column 1 of the Table (together, the applicants)
SINCE:
- Banking Circle S.A. has applied to the Treasurer under subsection 13(1) of the Act for approval to hold a stake of more than 20% in Australian Settlements Limited ABN 14 087 822 491 (the ADI), a financial sector company under the Act;
- each of the applicants specified in column 1 of the Table have also applied to the Treasurer under subsection 13(1) of the Act for approval to hold a stake of more than 20% in the company specified in the same row in column 2 of the Table which, following Banking Circle S.A.’s acquisition of 100% of the shares in the ADI, will be a financial sector company under the Act;
- I am satisfied it is in the national interest for Banking Circle S.A. to hold a stake of more than 20% in the ADI and for the applicants specified in column 1 of the Table to hold a stake of more than 20% in the company specified in the same row in column 2 of the Table,
I, Peter Diamond, a delegate of the Treasurer, under paragraph 14(1)(a) of the Act, APPROVE:
- Banking Circle S.A. to hold a 100% stake in the ADI; and
- each of the applicants specified in column 1 of the Table to hold the stake specified in the same row in column 3 of the Table in the company specified in the same row in column 2 of the Table.
This approval commences on the day it is made and remains in force indefinitely.
Date: 23 July 2025
Peter Diamond
General Manager
General Insurance and Banking Division
Interpretation
In this instrument:
Act means the Financial Sector (Shareholdings) Act 1998.
APRA means the Australian Prudential Regulation Authority.
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.
Table means the approvals of applications table in the schedule.
Notes
This instrument will be registered on the Federal Register of Legislation as a notifiable instrument.
The Treasurer or the Treasurer’s delegate is required to give a copy of this instrument to the financial sector company.
Section 19 of the Act provides for flow-on approvals for an approval under paragraph 14(1)(a) of the Act. If the approval relates to a financial sector company that is a holding company for an authorised deposit-taking institution or an authorised insurance company, subsection 19(1) provides for flow-on approvals that relate to each financial sector company that is a 100% subsidiary of the holding company. If the approval is held by a company, subsection 19(3) provides for flow-on approvals to be held by each officer of the company.
Schedule
Table Approvals of applications
Column 1 | Column 2 | Column 3 |
Applicant | Company | Approved holding of stake in the company |
B Circle Holding S.A. | Banking Circle S.A. | 100% |
Moneyball Bidco SARL | B Circle Holding S.A. | 100% |
BC Midco PTE. Ltd | Moneyball Bidco SARL | 100% |
Moneyball Topco PTE. Ltd | Moneyball Bidco SARL | 100% |
Moneyball Topco PTE. Ltd | BC Midco PTE. Ltd | 78.61% |
EQT Ventures Investments S.à r.l | Moneyball Bidco SARL | 100% |
EQT Ventures Investments S.à r.l | BC Midco PTE. Ltd | 78.61% |
EQT Ventures RFA S.à r.l | Moneyball Bidco SARL | 100% |
EQT Ventures RFA S.à r.l | BC Midco PTE. Ltd | 78.61% |
EQT Fund Management S.à r.l | Moneyball Bidco SARL | 100% |
EQT Fund Management S.à r.l | BC Midco PTE. Ltd | 78.61% |
EQT AB | Moneyball Bidco SARL | 100% |
EQT AB | BC Midco PTE. Ltd | 78.61% |
Overview
The Financial Sector (Shareholdings) Act 1998 was enacted to regulate the ownership and control of financial sector companies, ensuring that significant stakes in these companies are held by entities that meet certain criteria. This Act addresses the need to maintain financial stability and protect consumers by preventing potentially risky concentrations of ownership and control within the financial sector. The Act was enacted by the Australian Parliament, with the aim of safeguarding the financial system and maintaining public confidence in financial institutions. This notifiable instrument, Approval to hold a stake of more than 20% in a financial sector company No. 6 of 2025, represents a decision by the Treasurer's delegate to approve specific shareholdings in financial sector companies, based on a determination that such holdings are in the national interest. This approval allows designated entities to hold significant stakes in particular companies, facilitating strategic investments and business operations within the financial sector.
Scope and Application
The Financial Sector (Shareholdings) Act 1998 governs the approval process for entities seeking to hold a stake of more than 20% in financial sector companies, as demonstrated by the approval of Banking Circle S.A. and other specified applicants. This Act applies to entities and individuals who wish to acquire or increase their shareholding in financial sector companies, which are defined under section 3 of the Act. The approval process is managed by the Treasurer or their delegate, who assesses whether such shareholding is in the national interest, as outlined in subsection 13(1) of the Act. The jurisdiction of this Act is national, applying across Australia and overseen by the Commonwealth government. There are no stated exclusions or exemptions within the Act, but the approval can be subject to conditions that the Treasurer may impose. The Act also allows for flow-on approvals under section 19, which extend the approval to subsidiary companies and officers of the approved entity, thereby broadening its application. This legislative framework ensures that significant shareholdings in financial sector companies are closely monitored and regulated to safeguard the national financial system.
Key Provisions
The main operative sections of the F2025N00638 (Notifiable instrument) relate to the approval process for holding a stake of more than 20% in a financial sector company under the Financial Sector (Shareholdings) Act 1998. Section 13(1) of the Act allows for applications to the Treasurer for such approvals, and section 14(1)(a) provides the basis for the Treasurer or their delegate to grant these approvals. This instrument specifically grants approval to Banking Circle S.A. to hold a 100% stake in Australian Settlements Limited, and to several other entities to hold specified stakes in various companies, as detailed in the accompanying table (subsection 14(1)(a)).
The obligations and requirements imposed by the Act on the parties involved include ensuring that the approval process is followed meticulously. This includes submitting detailed applications to the Treasurer, providing comprehensive information about the entities and their proposed shareholdings, and demonstrating that the proposed stakes are in the national interest. The Act mandates that the Treasurer or their delegate review these applications thoroughly and make informed decisions based on the information provided. Additionally, the Act requires the applicants to comply with any conditions attached to their approvals and to report any changes in their shareholdings to the relevant authorities (section 13(2)).
The Financial Sector (Shareholdings) Act 1998 also delineates the potential offences and penalties for breaches of its provisions. Section 24 of the Act imposes penalties for non-compliance, which can include fines and imprisonment. For example, subsection 24(1) states that a person who contravenes a provision of the Act can be fined up to the greater of three times the value of the benefit derived from the contravention or $500,000. Furthermore, subsection 24(2) specifies that a corporation can be fined up to the greater of three times the value of the benefit derived from the contravention or $2.5 million. These penalties underscore the importance of adhering to the requirements set out in the Act to avoid severe legal consequences.