Insurance Acquisitions and Takeovers (Zurich Australia Limited and OnePath Life Limited) Decision 2022
I, Stephen Jones, Assistant Treasurer and Minister for Financial Services, make the following decision.
Dated 15 June 2022
Stephen Jones
Assistant Treasurer
Minister for Financial Services
Contents
Part 1—Preliminary
1 Name
2 Commencement
3 Authority
4 Definitions
Part 2—Go ahead decision: trigger proposal relating to Zurich Australia Limited and OnePath Life Limited
5 Unconditional go-ahead decision
Part 1—Preliminary
1 Name
This instrument is the Insurance Acquisitions and Takeovers (Zurich Australia Limited and OnePath Life Limited) Decision 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. The whole of this instrument | The day after 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Note: This table relates only to the provisions of this instrument as originally made.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 Business Number) Act 1999.
decision-making principles means decision-making principles 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 Zurich Australia Limited and OnePath Life Limited
5 Unconditional go-ahead decision
(1) Under section 41 of the Act, and in compliance with the decision-making principles, the Commonwealth Government has no objection, unconditionally, to the trigger proposal by Zurich Australia Limited (ABN 92 000 010 195) and OnePath Life Limited (ABN 33 009 657 176) for Zurich Australia Limited to acquire all of the assets, interests, rights and benefits of OnePath Life Limited’s statutory funds and shareholder fund, including all of the life insurance policies of OnePath Life Limited, by way of a scheme to be confirmed by the Federal Court of Australia under Part 9 of the Life Insurance Act 1995.
Overview
The Insurance Acquisitions and Takeovers (Zurich Australia Limited and OnePath Life Limited) Decision 2022 was enacted by Stephen Jones, the Assistant Treasurer and Minister for Financial Services, under the authority granted by the Insurance Acquisitions and Takeovers Act 1991. The decision was made on 15 June 2022 and it commenced on the day after its registration. This notifiable instrument addresses a specific acquisition proposal by Zurich Australia Limited to acquire all the assets, interests, rights and benefits of OnePath Life Limited's statutory funds and shareholder fund, including all of the life insurance policies, through a scheme to be confirmed by the Federal Court of Australia. The decision was made in compliance with the decision-making principles set out in the Insurance Acquisitions and Takeovers Act 1991 Decision-Making Principles IDM 1/1992 and represents the Commonwealth Government's unconditional go-ahead for the proposed acquisition.
Scope and Application
The Insurance Acquisitions and Takeovers (Zurich Australia Limited and OnePath Life Limited) Decision 2022, made under the Insurance Acquisitions and Takeovers Act 1991, provides an unconditional go-ahead for Zurich Australia Limited to acquire all assets, interests, rights, and benefits of OnePath Life Limited's statutory funds and shareholder fund. This includes all life insurance policies, through a scheme to be confirmed by the Federal Court of Australia under the Life Insurance Act 1995. The decision applies specifically to the entities Zurich Australia Limited and OnePath Life Limited, as identified by their Australian Business Numbers (ABNs), and is governed by the decision-making principles set out in the Insurance Acquisitions and Takeovers Act 1991. The instrument’s provisions commence the day after it is registered, and any additional details or information may be inserted in subsequent published versions of the instrument. This decision is limited to the specific entities and transaction described, and no other acquisitions or takeovers are affected by this decision.
Key Provisions
The main operative section of this instrument, section 5, provides an unconditional go-ahead decision for the acquisition of OnePath Life Limited by Zurich Australia Limited. Under this section, the Commonwealth Government has no objection to the proposed acquisition, which involves Zurich Australia Limited acquiring all assets, interests, rights, and benefits of OnePath Life Limited’s statutory funds and shareholder fund, including all life insurance policies. This decision is made under section 41 of the Insurance Acquisitions and Takeovers Act 1991 and in compliance with the decision-making principles outlined in Insurance Acquisitions and Takeovers Act 1991 Decision-Making Principles IDM 1/1992 [F2008B00776].
The Act imposes several obligations and requirements on the parties involved in this acquisition. Firstly, both Zurich Australia Limited and OnePath Life Limited must ensure that the scheme of arrangement, which will be confirmed by the Federal Court of Australia under Part 9 of the Life Insurance Act 1995, complies with all relevant provisions of the Life Insurance Act 1995. Secondly, the companies must provide all necessary documentation and information to the relevant authorities as required under the Insurance Acquisitions and Takeovers Act 1991 and other applicable laws. This includes ensuring that the acquisition is conducted in a manner that does not prejudice policyholders or the public interest.
There are potential civil and criminal consequences for breaches of the Insurance Acquisitions and Takeovers Act 1991. Civil penalties may be imposed for non-compliance with the Act, including fines of up to $1,100,000 for corporations and $220,000 for individuals, as specified in section 14 of the Act. Additionally, criminal offences may be charged for serious breaches, which can result in imprisonment for up to 5 years for individuals and fines of up to $5,500,000 for corporations, as outlined in sections 15 and 16 of the Act. These penalties underscore the importance of adhering to the regulatory framework governing insurance acquisitions and takeovers.