Insurance Acquisitions and Takeovers (AMP Life Limited and RLNM Limited) Decision (No. 1) 2021
I, Josh Frydenberg, Treasurer, make the following decision.
Dated 24 September 2021
Josh Frydenberg
Treasurer
Contents
Part 1—Preliminary
1 Name
2 Commencement
3 Authority
4 Definitions
Part 2—Go‑ahead decision: trigger proposal relating to AMP Life Limited and RLNM Limited
5 Unconditional go‑head decision
Part 1—Preliminary
1 Name
This instrument is the Insurance Acquisitions and Takeovers (AMP Life Limited and RLNM Limited) Decision (No. 1) 2021.
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. The whole of this instrument | The day this instrument is registered. | |
Note: This table relates only to the provisions of this instrument as originally made.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 Insurance Acquisitions and Takeovers Act 1991.
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 Insurance Acquisitions and Takeovers Act 1991 as in force from time to time.
In this instrument:
ABN has the meaning given by the A New Tax System (Australian Busines Number) Act 1999.
decision‑making principles means the set out in Insurance Acquisitions and Takeovers Act 1991 Decision‑Making Principles IDM 1/1992 [F2008B00776].
the Act means the Insurance Acquisitions and Takeovers Act 1991.
Part 2—Go‑ahead decision: trigger proposal relating to AMP Life Limited and RLNM Limited
5 Unconditional go‑head decision
(1) Under section 55 of the Act, and in compliance with the decision‑making principles, the Commonwealth Government has no objection, unconditionally, to following trigger proposals:
(a) the proposal by Resolution Life Finance (Bermuda) Ltd, Resolution Life NOHC Pty Ltd (ABN 48 633 375 069), Resolution Life Group Holdings (Australia) Pty Ltd (ABN 14 629 567 960) and AMP Holdings Limited (ABN 66 079 958 062) to enter into an agreement to allow Resolution Life Group Holdings (Australia) Pty Ltd (ABN 14 629 567 960), Resolution Life Finance (Bermuda) Ltd (incorporated in Bermuda) and AMP Holdings Limited to appoint and remove directors to the boards of AMP Life Limited (ABN 84 079 300 379) and RLNM Limited (ABN 72 004 020 437); and
(b) the proposal by Resolution Life Finance (Bermuda) Ltd, Resolution Life NOHC Pty Ltd, Resolution Life Group Holdings (Australia) Pty Ltd and AMP Holdings Limited to amend the constitutions of AMP Life Limited and RLNM Limited to facilitate the proposal covered by paragraph (a).
Overview
The Insurance Acquisitions and Takeovers (AMP Life Limited and RLNM Limited) Decision (No. 1) 2021 was enacted to address the need for regulatory oversight and approval in the context of significant corporate acquisitions within the insurance sector, specifically involving AMP Life Limited and RLNM Limited. This notifiable instrument, made under the Insurance Acquisitions and Takeovers Act 1991, was issued by the Treasurer, Josh Frydenberg, on 24 September 2021, to provide an unconditional go-ahead decision on the trigger proposals related to the acquisition. The policy objective behind this decision is to ensure that such significant corporate actions are thoroughly assessed to safeguard the interests of policyholders, beneficiaries, and the broader insurance market. The decision was made in compliance with the decision-making principles outlined in the Act, aiming to balance the need for regulatory control with the facilitation of legitimate business transactions.
Scope and Application
The Insurance Acquisitions and Takeovers (AMP Life Limited and RLNM Limited) Decision (No. 1) 2021, made under the authority of the Treasurer, provides an unconditional go-ahead decision in relation to certain trigger proposals concerning AMP Life Limited and RLNM Limited. This decision applies to specified entities, including Resolution Life Finance (Bermuda) Ltd, Resolution Life NOHC Pty Ltd, Resolution Life Group Holdings (Australia) Pty Ltd, AMP Holdings Limited, AMP Life Limited, and RLNM Limited. The decision allows these entities to enter into agreements and amend their constitutions to facilitate the appointment and removal of directors to the boards of AMP Life Limited and RLNM Limited. The instrument commences on the day it is registered and applies under the Insurance Acquisitions and Takeovers Act 1991. Definitions within the instrument align with those in the Act and other relevant legislation, ensuring consistency in interpretation. The decision does not specify any exclusions or exemptions and extends its application to the entities and proposals outlined in the decision.
Key Provisions
The Insurance Acquisitions and Takeovers (AMP Life Limited and RLNM Limited) Decision (No. 1) 2021 (the "Decision") provides the Commonwealth Government's response to certain trigger proposals concerning AMP Life Limited and RLNM Limited, as authorised under section 55 of the Insurance Acquisitions and Takeovers Act 1991 (the "Act"). Specifically, the Decision grants an unconditional go-ahead for two proposals: first, the appointment and removal of directors to the boards of AMP Life Limited and RLNM Limited by Resolution Life Group Holdings (Australia) Pty Ltd, Resolution Life Finance (Bermuda) Ltd, and AMP Holdings Limited; and second, amendments to the constitutions of AMP Life Limited and RLNM Limited to facilitate these director appointments (section 5(1)).
The Decision imposes on the relevant parties the requirement to comply with the decision-making principles outlined in Insurance Acquisitions and Takeovers Act 1991 Decision-Making Principles IDM 1/1992 (F2008B00776). This includes ensuring that the trigger proposals are implemented in a manner consistent with the principles, which are intended to protect the interests of policyholders and other stakeholders. The Act mandates that any person or entity involved in the trigger proposals must adhere to these principles, ensuring transparency, fairness, and due process in the decision-making and implementation process.
Failure to comply with the requirements and principles set out in the Act and the Decision could result in legal consequences. While the Decision itself does not specify particular offences or penalties, breaches of the Act may lead to civil or criminal liabilities. Under the Act, the Commonwealth Government has the authority to seek remedies through the Federal Court, including injunctions, declarations, and penalties. For serious breaches, the Act provides for maximum penalties, which may include substantial fines and, in certain circumstances, imprisonment. The exact penalties depend on the nature and severity of the breach, as well as the provisions of other relevant legislation.