Revocation of existing approval and granting of approval to hold a stake of more than 20% in a financial sector company No. 14 of 2025

Financial Sector (Shareholdings) Act 1998

To: the Existing Approval Holders and Applicants:

SINCE:

1.             On 7 September 2021, the Existing Approval Holders were granted approval under s14(1)(b) of the Act to hold a 100% stake in the financial sector company, Avenue Bank Limited ABN 24 628 073 085, (‘Avenue Bank’), by instrument ‘Approval to hold a stake of more than 20% in a financial sector company No. 19 of 2021’ (‘Existing Approval’);

1.             On 3 July 2025, the Existing Approval Holders requested the Treasurer to revoke the Existing Approval under section 18(3) of the Act;

1.             On 3 July 2025, the Applicants applied to the Treasurer under section 13(1) of the Act for approval to hold a stake of more than 20% in Avenue Bank; and

1.             I am satisfied it is in the national interest for the Applicants to hold a 100% stake in Avenue Bank,

I, Jane Magill, a delegate of the Treasurer:

1.           under subsection 18(3) of the Act, REVOKE the Existing Approval; and
2.           under paragraph 14(1)(a) of the Act, APPROVE each of the Applicants to hold a 100% stake in Avenue Bank.

Under subsection 16(1) of the Act, the approval is subject to the conditions set out in Schedule 3.

This approval commences on the day it is made and remains in force indefinitely.

Dated:20 October 2025

Jane Magill
Executive Director

General Insurance and Banking Division

APRA

Interpretation

Act means the Financial Sector (Shareholdings) Act 1998.

Applicants means the persons named in Schedule 2.

APRA means the Australian Prudential Regulation Authority.

Existing Approval Holders means the persons named in Schedule 1.

financial sector company has the meaning given in section 3 of the Act.

stake in relation to a company, has the meaning given in clause 10 of Schedule 1 to the Act.

Notes

Note 1 Under section 14 of the Act, the Treasurer must give written notice of the approval to the applicant and financial sector company concerned and this instrument will be registered on the Federal Register of Legislation as a notifiable instrument.

Note 2 Section 19 of the Act provides for flow-on approvals. If an approval has been granted for the holding of a stake in a financial sector company and the financial sector company is a holding company for an authorised deposit-taking institution or an authorised insurance company, then an approval is taken to exist for the holding of a stake of equal value in each financial sector company that is a 100% subsidiary of the holding company.

Schedule 1 – Existing Approval Holders

1.              Liberty Financial Group Limited ABN 59 125 611 574
2.              Avenue Hold Limited ABN 50 628 071 198
3.              US Trust Company of Delaware (3185789, Delaware, USA) as trustee for the Ma Family Trust
4.              Hestia Vesta LLC (4515326, Delaware, USA)
5.              Zayucel Limited (14613, British Virgin Islands)
6.              Isocrates Limited (123699, British Virgin Islands) as trustee for the Isocrates Trust
7.              Z-LF Holdco LLC (7701992, Delaware, USA)
8.              Hestia Holdings BV (Netherlands)
9.              Vesta Financial BV (Netherlands)
10.          Vesta Funding BV (Netherlands)
11.          Sherman Ma
12.          Alexandra Crammond
13.          Colin Morgan
14.          George Confos
15.          Stephen Rix

Schedule 2 – Applicants

1.       Liberty Financial Group Limited ABN 59 125 611 574
2.       Avenue Hold Limited ABN 50 628 071 198
3.       Sherman Ma
4.       US Trust Company of Delaware (3185789, Delaware, USA) as trustee for the Ma Family Trust
5.       Zayucel Limited (14613, British Virgin Islands)
6.       Isocrates Limited (123699, British Virgin Islands) as trustee for the Isocrates Trust
7.       LFGI Pte Ltd (202142839K Singapore)
8.       Hestia Holdings BV (Netherlands)
9.       Vesta Financial BV (Netherlands)
10.   Vesta Funding BV (Netherlands)
11.   Colin Morgan
12.   L&C Nominees Pty Limited as trustee for the Morgan Family Super Fund
13.   Louise Morgan
14.   Colin Porter
15.   BLACS Investment Group Pty Ltd
16.   LAC Group Investments Pty Ltd as trustee for the McKenzie Super Fund
17.   Gordon Porter
18.   Peita Piper
19.   Kopper One Pty Ltd as trustee for the Kopper One Family Trust
20.   Koppah Pty Ltd as trustee for the Koppah Super Fund
21.   Jo Mikleus
22.   Craig Bingham
23.   Natalie Yates
24.   Mark and Natalie Yates as trustee for the Natalie and Mark Yates Super Fund
25.   Mark Yates
26.   Thomas Kruger

Schedule 3 – Conditions

Conditions in relation to LFG

1.              LFG must not carry on, and must also ensure that no subsidiary of LFG other than the ADI, carries on lending business after the expiry of 3 years from the net profit day.

1.              LFG must provide the following information to APRA at APRA’s request within 14 days of the request or as otherwise agreed with APRA:

1.    information relevant to APRA’s prudential assessment of the ADI;
2.    information regarding any matters or issues that may present a risk to the ADI’s financial stability or the viability of the ADI’s banking business; and
3.     details of any material business events relating to the ADI.

1.              LFG must not accept funding from the NOHC, any of the NOHC’s subsidiary entities or any other entity that receives funding from the NOHC’s corporate group, for the purpose of any of LFG’s debt instruments or special purpose vehicles (including but not limited to securitisation trusts and warehouse facilities) or any other credit/lending arrangement.

1.              LFG must not vary the Subscription Agreement – Series B entered into with the NOHC on 3 June 2021 or enter into any other share subscription agreement with the NOHC, unless LFG has obtained prior written approval from APRA to do so.

1.              LFG must:

1.    operate its business activities independently of the NOHC and the NOHC’s subsidiaries;
2.    not share any services or staff with the NOHC or any of the NOHC’s subsidiaries; and
3.     not share any management or business strategies with the NOHC or any of the NOHC’s subsidiaries, except in relation to the “White Label savings and transactional accounts” specified in the Subscription Agreement – Series B entered into with the NOHC on 3 June 2021,

unless LFG obtains APRA’s prior written consent to do otherwise.

Limits on individual shareholdings

1.              The following persons must not individually hold a direct control interest of more than 25% in the NOHC without prior approval from the Treasurer or a delegate of the Treasurer:

1.      LFGI Pte (202142839K Singapore);
2.      Zayucel Limited (14613, British Virgin Islands); and
3.       Isocrates Limited (123699, British Virgin Islands) as trustee for the Isocrates Trust).

1.              The following persons must not individually hold a direct control interest of more than 42% in the NOHC without prior approval from the Treasurer or a delegate of the Treasurer:

1.      Sherman Ma; and
2.      US Trust Company of Delaware (3185789, Delaware, USA) as trustee for the Ma Family Trust.

1.              The following persons must not individually hold a direct control interest of more than 63% in the NOHC without prior approval from the Treasurer or a delegate of the Treasurer:

1.      Hestia Holdings BV (Netherlands);
2.      Vesta Financial BV (Netherlands); and
3.       Vesta Funding BV (Netherlands).

1.              The following persons must not individually hold a direct control interest of more than 20% in the NOHC without prior approval from the Treasurer or a delegate of the Treasurer:

1.      Jo Mikleus;
2.      Craig Bingham; and
3.       Thomas Kruger.

1.          Each of the following groups of persons must not collectively hold a direct control interest of more than 20% in the NOHC without prior approval from the Treasurer or a delegate of the Treasurer:

1.      (i) Colin Morgan;

1.       Louise Morgan; and
2.      L&C Nominees Pty Limited

(collectively);

1.      (i) Colin Porter;

1.       Gordon Porter
2.      BLACS Investment Group Pty Ltd;
3.     LAC Group Investments Pty Ltd as trustee for the McKenzie Super Fund

(collectively);

1.       (i) Peita Piper;

1.       Kopper One Pty Ltd as trustee for the Kopper One Family Trust;
2.      Koppah Pty Ltd as trustee for the Koppah Super Fund

(collectively);

1.      (i) Natalie Yates;

1.       Mark Yates; and
2.      Mark and Natalie Yates as trustee for the Natalie and Mark Yates Super Fund

(collectively).

Interpretation

In this schedule:

ADI means the authorised deposit-taking institution, Avenue Bank Ltd ABN 24 628 073 085.

authorised deposit-taking institution has the meaning given in section 5 of the Banking Act 1959.

banking business has the meaning given in section 5 of the Banking Act 1959.

direct control interest has the meaning given in clause 11 of Schedule 1 to the Act.

LFG means Liberty Financial Group Limited ABN 59 125 611 574.

net profit day means 30 June of the first financial year for which the ADI submits to APRA, the Licensed ADI reporting form, ARF 330.0 Statement of Financial Performance to report a positive ‘net profit after income tax attributable to members of the company’ for that financial year.

NOHC means the non-operating holding company, Avenue Hold ABN 50 628 071 198.

non-operating holding company has the meaning given in section 5 of the Banking Act 1959.