Notice of Approval under the Financial Sector (Shareholdings) Act 1998 – Zurich Financial Services Australia Limited

Financial Sector (Shareholdings) Act 1998

Notice of Approval under Subsection 14(1)

I, STUART ROBERT, Assistant Treasurer being satisfied that it is in the national interest:

–               under subsections 14(1) of the Financial Sector (Shareholdings) Act 1998 (Cth) (the Act), approve Zurich Financial Services Australia Limited (ABN 11 008 423 372) and each company specified in Column A of the Schedule, to hold a stake of 100 per cent in OnePath Life Australia Holdings Pty Ltd (ABN 31 099 145 552), OnePath Life Limited (ABN 33 009 657 176) and OnePath General Insurance Pty Ltd (ABN 56 072 892 365); and

–               under subsection 16(1) of the Act, impose the conditions specified in the Schedule.

This approval comes into force on the date signed and remains in force indefinitely.

Dated: 10 October 2018

STUART ROBERT

Assistant Treasurer

Schedule

TAX CONDITIONS

In relation to the approval granted to Zurich Financial Services Australia Limited, and its associates (the Applicant), to hold a stake of 100 per cent in OnePath Life Australia Holdings Pty Ltd, OnePath Life Limited and OnePath General Insurance Pty Ltd, and in accordance with section 16 of the Financial Sector (Shareholdings) Act 1998 (Cth), the following conditions are imposed. These conditions apply until a Termination Event occurs.

1. The Applicant must comply with the taxation laws of the Commonwealth of Australia in relation to the action, and any transactions, operations or assets in connection with the assets or operations acquired as a result of the action. The Applicant does not breach this condition if it has taken reasonable care to comply with the relevant taxation laws and has a reasonably arguable position.
2. The Applicant must use its best endeavours to ensure, and within its powers must ensure, that entities in its control group2 comply with the taxation laws of the Commonwealth of Australia in relation to the action and any transactions, operations or assets in connection with the assets or operations acquired as a result of the action. The Applicant does not breach this condition if entities in its control group have taken reasonable care to comply with the relevant taxation laws and have a reasonably arguable position.
3. The Applicant must provide any documents or information3 that is required to be provided to the Australian Taxation Office (ATO) in accordance with the taxation laws of the Commonwealth of Australia in relation to the action and any transactions, operations or assets in connection with assets or operations acquired as a result of the action. These documents or information must be provided within the timeframe specified by the ATO.
4. The Applicant must use its best endeavours to ensure, and within its powers must ensure, that entities in its control group provide any documents or information that is required to be provided to the ATO in accordance with the taxation laws of the Commonwealth of Australia in relation to the action and any transactions, operations or assets in connection with assets or operations acquired as a result of the action. These documents or information must be provided within the timeframe specified by the ATO.
5. The Applicant must pay its outstanding taxation debt under the taxation laws of the Commonwealth of Australia, and must use its best endeavours to ensure, and within its powers must ensure, that entities in its control group pay any outstanding taxation debt under the taxation laws of the Commonwealth of Australia, which is due and payable at the time of the proposed action. This condition does not apply to payment arrangements agreed with the ATO or where the ATO has exercised its discretion to defer part or all of the payment of a disputed amount, to the extent that those arrangements are complied with.

6.        The Applicant must provide an annual report to the Treasury by emailing FSSA‑IATA@treasury.gov.au on compliance with these conditions. The first report must cover the period from the date the action takes place to the end of the applicant’s income year for tax purposes. All subsequent reports must cover the applicant’s income year for tax purposes. If the action takes place less than 90 days before the end of the first income year, then that period can be incorporated in the next report. Each report must be provided by the due date for lodgement of the applicant’s tax return for that year.

7.        The Applicant must advise the Treasury within 60 days of taking the action that it has done so.

8.        The Applicant must advise the Treasury within 60 days of a termination event that the event has taken place.

1 For the purposes of these conditions a termination event occurs:

(a)   when the applicant ceases to hold all of the interests the acquisition of which was the subject of the no objection notification;

(b)   when the applicant ceases to control, as defined in the Foreign Acquisitions and Takeovers Act 1975, the entity or business the control of which was the subject of the no objection notification;

(c)   when the applicant ceases to carry on an Australian business the starting of which was the subject of the no objection notification.

2 For the purposes of these conditions, an applicant’s control group consists of entities:

(a)   that control the applicant (a controller);

(b)   that a controller controls;

(c)   that the applicant controls, which includes for the purposes of these conditions an entity that is the subject of the application;

For the purposes of determining a control group, control has the meaning in section 50AA of the Corporations Act 2001.

3 This includes documents or information held, possessed or stored outside Australia.