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

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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.

 

 

 

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the issue of excessive concentrations of ownership and control in the financial sector, which could potentially undermine the stability and integrity of the financial system. The Act was introduced by the Australian Parliament with the policy objective of ensuring that significant shareholdings in financial sector companies do not pose systemic risks to the financial system. This legislation provides the Treasurer with the authority to approve or disapprove significant shareholdings in financial sector companies, thereby maintaining a balance between promoting competition and protecting the interests of consumers and the broader economy. In the case of the revocation of existing approval and granting of new approval for Liberty Financial Group Limited and its associated entities to hold a 100% stake in Avenue Bank, the Act ensures that the financial stability and viability of the institution are safeguarded while accommodating necessary changes in ownership and control structures.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to individuals and entities seeking to hold a stake of more than 20% in a financial sector company, specifically targeting those involved in the banking and insurance sectors. This Act has a Commonwealth jurisdiction and applies nationally across Australia, ensuring uniform regulation of significant shareholdings within the financial sector. The Act operates to both revoke existing approvals and grant new ones, as demonstrated by the revocation of the previous approval held by Liberty Financial Group Limited and others, and the subsequent approval granted to the same and additional applicants for a 100% stake in Avenue Bank. The Act allows for the Treasurer, or a delegate such as the Executive Director of the Australian Prudential Regulation Authority (APRA), to impose conditions on these approvals, which can include restrictions on business activities, information reporting requirements, and limitations on funding sources. The Act does not specify exclusions or thresholds beyond the need for approval for stakes over 20%, and it extends its application through subordinate instruments, such as the conditions outlined in Schedule 3. These conditions are critical for maintaining the stability and independence of the financial sector company involved.

Key Provisions

The Financial Sector (Shareholdings) Act 1998 (the Act) governs the approval process for significant shareholdings in financial sector companies. In this context, the Act provides that the Treasurer or a delegate can revoke existing approvals and grant new approvals for shareholdings exceeding 20% in financial sector companies (s14(1), s18). In this instance, the delegate has revoked the existing approval (s18(3)) for the Existing Approval Holders to hold a 100% stake in Avenue Bank and has granted approval (s14(1)) to the Applicants to hold a 100% stake in the same financial sector company. This approval is subject to the conditions outlined in Schedule 3, and it remains in force indefinitely from the date of its issuance. The Act imposes several obligations on the parties it governs. The Existing Approval Holders are required to cease any lending business carried on by Liberty Financial Group Limited (LFG) or its subsidiaries other than the authorised deposit-taking institution (ADI) three years from the net profit day (Schedule 3). LFG must also provide information to the Australian Prudential Regulation Authority (APRA) as requested and refrain from accepting funding from certain entities for its debt instruments or other credit/lending arrangements (Schedule 3). Furthermore, LFG must maintain its business activities independently of the non-operating holding company (NOHC) and its subsidiaries, unless prior written approval from APRA is obtained (Schedule 3). Additionally, there are specific limits on individual and collective shareholdings in the NOHC, which must not be exceeded without prior approval from the Treasurer or a delegate (Schedule 3). The Act provides for specific offences and penalties for breaches of its provisions. While the Act does not explicitly state maximum penalties, it is understood that breaches of the Act or its regulations can result in civil or criminal penalties, including fines and imprisonment, depending on the severity of the breach. The Financial Sector (Shareholdings) Regulations 2010, which provide further detail on the application of the Act, also outline potential penalties for non-compliance. The Act’s regulatory framework ensures that the financial sector remains stable and that significant shareholdings are subject to appropriate oversight and approval processes to protect the interests of consumers and the financial system.

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Financial Regulation
Corporate Law & Governance
Instrument
Statutory Instrument
Concepts
Definitions & Interpretation
Licensing & Registration
Reporting & Disclosure Obligations
Compliance Obligations
Conditions of Approval

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.