COMMONWEALTH OF AUSTRALIA
Financial Sector (Shareholdings) Act 1998
Notice of approval under subsection 14(1)
I, SCOTT MORRISON, Treasurer:
• being satisfied that it is in the national interest, under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act), approve John Kolenda, Kar Wing Ng and their associates set out in the attached Schedule, to acquire up to a 37.5 per cent stake in Goldfields Money Limited ABN 63 087 651 849; and
• under subsection 16 (1) of the Act, make this approval subject to the condition set out in the attached Schedule.
Subject to the condition in the attached Schedule, this Approval remains in force indefinitely.
Dated: 1 June 2018
SCOTT MORRISON
Treasurer
Schedule
Associates of John Kolenda and Kar Wing Ng
• Joseph Kolenda
• Milenka Kolenda
• Susanna Kolenda
• Yow Ting Lee
• Rocco Veneziano
• Aaliyah Veneziano
• 1300Homeloan Pty Limited ACN 118 495 140 acting as trustee of 1300Homeloan Trust
• 1800Homeloan Pty Limited ACN 146 268 957 acting as trustee of the Phoenix Aggregation Unit Trust
• Aura Funds Management Pty Limited ACN 607 158 814 as trustee for the Aura Special Opportunities Fund VIII
• Daring Investments Pty Limited ACN 059 818 807 acting as trustee for the Kolenda Family Trust
• Holding Corporation Pty Limited ACN 617 153 616 acting as trustee for the NG Family Superannuation Fund
• Koleet Pty Limited ACN 076 194 128 acting as trustee for the Kolenda Family Trust
• NG Capital Management Pte Limited UEN 201732671D
• NG Capital Management Pty Limited ACN 143 682 008 acting as trustee for the CNG Investment Trust
• Noah James Investments Pty Limited ACN 104 998 807 acting as trustee for the Rocco Veneziano Family Trust
• Zach Veneziano Pty Limited ACN 123 829 087 acting as trustee for the Veneziano Superannuation Fund
Condition of the Approval
- Approval under this Notice is subject to Goldfields having completed a capital raising of at least $20 million in Common Equity Tier 1 Capital to the satisfaction, evidenced in writing, of APRA.
Interpretation
In this Schedule:
APRA means the Australian Prudential Regulation Authority established under the Australian Prudential Regulation Authority Act 1998.
associate has the meaning given by clause 4 of Schedule 1 to the Financial Sector (Shareholdings) Act 1998.
Common Equity Tier 1 Capital has the meaning given in Prudential Standard APS 111 Capital Adequacy: Measurement of Capital, in the schedule to the Banking (prudential standard) determination No. 4 of 2017.
Goldfields means Goldfields Money Limited ABN 63 087 651 849.
Overview
The Financial Sector (Shareholdings) Act 1998 was enacted by the Australian Parliament to address the need for regulating significant shareholdings in entities that are part of the financial sector. The Act was introduced to ensure that the financial sector remains stable and robust, and to protect consumers by preventing potentially harmful concentrations of ownership and control. The Act provides the Treasurer with the authority to approve or disapprove acquisitions of significant interests in authorised deposit-taking institutions and other financial corporations. In this instance, the Treasurer, Scott Morrison, has approved John Kolenda, Kar Wing Ng, and their associates to acquire up to a 37.5 per cent stake in Goldfields Money Limited, subject to certain conditions aimed at maintaining the financial health of the institution. This approval reflects the policy objective of safeguarding the financial system while allowing for strategic investments that comply with regulatory standards.
Scope and Application
The Financial Sector (Shareholdings) Act 1998 applies to persons, including individuals and entities, seeking to acquire or increase shareholdings in financial sector entities. In this case, the Act applies to John Kolenda, Kar Wing Ng, and their associates, as well as the entities they control or have significant influence over, seeking to acquire up to a 37.5 per cent stake in Goldfields Money Limited. The Act has a Commonwealth jurisdictional reach, meaning it applies across the entire nation. The Act does not specify exclusions or exemptions; however, the approval under the Act is subject to certain conditions, such as the completion of a capital raising by Goldfields Money Limited to the satisfaction of the Australian Prudential Regulation Authority (APRA). The Act can extend or restrict its application through subordinate instruments, such as regulations or guidelines, which may provide further detail on the approval process and conditions that may apply.
Key Provisions
The Financial Sector (Shareholdings) Act 1998 governs the acquisition of significant holdings in financial sector entities. Under this Act, the Treasurer can approve the acquisition of shares in a financial entity, such as Goldfields Money Limited, by individuals or entities (sections 14 and 16). In this case, the Treasurer has approved John Kolenda, Kar Wing Ng, and their associates to acquire up to 37.5% of Goldfields Money Limited, subject to certain conditions (subsection 14(1)). This approval is contingent on Goldfields raising a minimum of $20 million in Common Equity Tier 1 Capital, with the Australian Prudential Regulation Authority (APRA) providing written confirmation of the capital raising (subsection 16(1)).
The Act imposes several obligations on the parties involved. Firstly, the individuals or entities whose shareholding is approved must adhere to the conditions set forth in the approval notice. In this instance, the condition is that Goldfields must complete a capital raising of at least $20 million in Common Equity Tier 1 Capital to APRA’s satisfaction. This requirement ensures that Goldfields maintains adequate capital reserves, thereby supporting its financial stability and the broader financial system's resilience. Secondly, the approved shareholders must comply with any additional conditions or requirements that may be imposed by the Treasurer or APRA, which could include reporting obligations or restrictions on certain actions.
Failure to comply with the conditions outlined in the approval notice can result in significant legal consequences. While the Act does not explicitly outline criminal penalties for breaches, non-compliance could lead to actions under other related legislation, such as the Corporations Act 2001. Furthermore, the Treasurer retains the authority to revoke the approval, which could have serious ramifications for the shareholders and the financial entity. Additionally, APRA, as the prudential regulator, may take supervisory or enforcement actions against Goldfields for failing to meet the capital requirements, potentially impacting its operations and reputation.