Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022

Administered by Department of the Treasury

Legislation au F2022N00221 In force Notifiable Instrument

Legislation content

 

Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022

I, Jim Chalmers, Treasurer, make the following instrument.

Dated  30 September 2022

 

Dr Jim Chalmers

Treasurer

 

 

 

 

Contents

Part 1—Preliminary

1  Name 

2  Commencement

3  Authority

4  Definitions

Part 2—Approvals to exceed 20% shareholding limit

5  Approvals of applications

Part 3—Restructure approval

6  The restructure arrangement

7  Restructure approval

8  Restructure relief (the restructure instrument)

Part 1—Preliminary

 

1  Name

  This instrument is the Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022.

2  Commencement

 (1) Each provision of this instrument specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.

 

Commencement information

Column 1

Column 2

Column 3

Provisions

Commencement

Date/Details

1.  Sections 1 to 4 and anything in this instrument not elsewhere covered by this table

The day after this instrument is registered.

 

2.  Part 2

The day after this instrument is registered.

 

3.  Part 3

The day the Court makes an order under subsection 411(4) of the Corporation Act 2001 approving the restructure arrangement.

 

Note: This table relates only to the provisions of this instrument as originally made. It will not be amended to deal with any later amendments of this instrument.

 (2) Any information in column 3 of the table is not part of this instrument. Information may be inserted in this column, or information in it may be edited, in any published version of this instrument.

3  Authority

  This instrument is made under the following:

 (a) Financial Sector (Shareholdings) Act 1998; and

 (b) Financial Sector (Transfer and Restructure) Act 1999.

4  Definitions

Note: Paragraph 13(1)(b) of the Legislation Act 2003 has the effect that expressions have the same meaning in this instrument as in the Financial Sector (Shareholdings) Act 1998 as in force from time to time.

  In this instrument:

ABN has the meaning given by the A New Tax System (Australian Business Number) Act 1999.

ACN has the meaning given by the Corporations Act 2001.

ADI has the meaning given by the Financial Sector (Transfer and Restructure) Act 1999.

non-operating holding company has the meaning given by the Financial Sector (Transfer and Restructure) Act 1999.

restructure arrangement has the meaning given by section 6.

subsidiary has the meaning given by the Financial Sector (Transfer and Restructure) Act 1999.

the Act means the Financial Sector (Shareholdings) Act 1998.

Part 2—Approvals to exceed 20% shareholding limit

 

5  Approvals of applications

 (1) Under paragraph 14(1)(a) of the Act, each item of the following table grants approval to the applicant specified in the item:

 (a) to hold more than a 20% stake in the financial sector company specified in the item; and

 (b) to hold no more of the stake specified in the item in the financial sector company.

 

Item

Name of applicant

ABN of applicant

Financial sector company

ABN of financial sector company

Approved holding in the financial sector company

1

ANZ Group Holdings Limited

(ACN 659 510 791)

—

Australia and New Zealand Banking Group Limited

11 005 357 522

100%

2

ANZ BH Pty Ltd
(ACN 658 939 952)

—

Australia and New Zealand Banking Group Limited

11 005 357 522

100%

3

ANZ Group Holdings Limited

(ACN 659 510 791)

—

ANZ BH Pty Ltd
(ACN 658 939 952)

—

100%

 

 (2) The approvals granted under subsection (1) remain in force until repealed or otherwise revoked.

Part 3—Restructure approval

 

6  The restructure arrangement

 (1) A restructure arrangement is used in this Part in the same way it is used in subsection 36B(1) of the Financial Sector (Transfer and Restructure) Act 1999.

 (2) The restructure arrangement covered by this Part involves the Australia and New Zealand Banking Group Limited (ABN 11 005 357 522), an ADI, entering into an arrangement, to be approved by an order of the Court under subsection 411(4) of the Corporations Act 2001, that would result in the Australia and New Zealand Banking Group Limited becoming a subsidiary of ANZ Group Holdings Limited (ACN 659 510 791), a non-operating holding company.

7  Restructure approval

  Under subsection 36C(1) of the Financial Sector (Transfer and Restructure) Act 1999, the restructure arrangement is approved.

8  Restructure relief (the restructure instrument)

  Under section 36G of the Financial Sector (Transfer and Restructure) Act 1999, the following bodies corporate are relieved from the requirements of Part 2J.2 of the Corporations Act 2001 only to the extent necessary to give effect to the restructure arrangement:

 (a) Australia and New Zealand Banking Group Limited; and

 (b) ANZ Group Holdings Limited; and

 (c) ANZ BH Pty Ltd (ACN 658 939 952).

Overview

The Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022 was enacted to address the need for regulatory approval of shareholdings in Australia and New Zealand Banking Group Limited (ANZ) that exceed the standard 20% limit set by the Financial Sector (Shareholdings) Act 1998. This notifiable instrument was made by Dr Jim Chalmers, the Treasurer, and it provides specific approvals for certain entities to hold more than 20% in ANZ while also detailing a restructure arrangement where ANZ would become a subsidiary of ANZ Group Holdings Limited, a non-operating holding company. The instrument was made under the authority of the Financial Sector (Shareholdings) Act 1998 and the Financial Sector (Transfer and Restructure) Act 1999, with the overarching policy objective to ensure that any significant changes in the shareholding structure of major financial institutions are transparent and comply with relevant legislative requirements.

Scope and Application

The Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022, made under the Financial Sector (Shareholdings) Act 1998 and the Financial Sector (Transfer and Restructure) Act 1999, provides specific approvals and reliefs concerning shareholdings and restructuring arrangements for Australia and New Zealand Banking Group Limited (ANZ). The instrument grants ANZ Group Holdings Limited, ANZ BH Pty Ltd, and other specified entities the ability to exceed the 20% shareholding limit in ANZ, with these approvals remaining in force until repealed or revoked. Additionally, the instrument addresses the restructuring of ANZ, allowing it to become a subsidiary of ANZ Group Holdings Limited, subject to court approval under the Corporations Act 2001. The instrument also provides relief to certain entities from specific provisions of the Corporations Act 2001 to facilitate the restructure. The commencement of the instrument's provisions is staggered, with sections 1 to 4 and unspecified provisions commencing the day after registration, while Parts 2 and 3 have different commencement dates as outlined in the instrument.

Key Provisions

The Financial Sector (Shareholdings) (Australia and New Zealand Banking Group Limited) Instrument 2022 outlines specific provisions related to shareholdings in Australia and New Zealand Banking Group Limited (ANZ). Section 5 grants explicit approvals to certain entities to hold more than a 20% stake in ANZ, while Section 7 provides approval for a restructure arrangement. Section 8 further specifies the relief provided to certain entities to facilitate this restructure. The instrument imposes clear obligations on the parties involved, particularly ANZ and ANZ Group Holdings Limited. ANZ Group Holdings Limited, ANZ BH Pty Ltd, and Australia and New Zealand Banking Group Limited must adhere to the restructuring arrangement approved by the Court under the Corporations Act 2001. These entities are relieved from certain requirements of the Corporations Act 2001 to the extent necessary for the restructure, as detailed in Section 8. Breach of any of the provisions under this instrument may result in legal consequences. Although the instrument does not explicitly outline specific penalties for non-compliance, general provisions under the Financial Sector (Shareholdings) Act 1998 and the Financial Sector (Transfer and Restructure) Act 1999 may apply. These could include civil or criminal penalties, depending on the nature and severity of the breach. However, the exact penalties are not specified within this instrument but would be addressed under the broader legislative framework governing financial sector activities in Australia.

Legal classification tags

Area of Law
Financial Sector Law
Instrument
Instrument
Concepts
Definitions & Interpretation
Commencement Provisions
Licensing & Registration
Regulatory Standards

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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.