Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 15%

Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 15%

Financial Sector (Shareholdings) Act 1998

TO:  CVC Nominees Limited (Registered no. 98888, Jersey) (CVC) and the persons named in Schedule 1 (the applicants)

SINCE

1. the applicants, other than CVC Management Holdings Limited (Registered no. 121677, Jersey) (CVC MHL), were given approval under subsection 14(1) of the Act on 11 December 2013 (the existing Approval) to hold a stake of 100% in each of the financial companies listed in Schedule 2 (the Companies);

B.     the applicants have requested that the existing Approval be revoked;

C.     the applicants including CVC MHL have applied for approval under section 13 of the Financial Sector (Shareholdings) Act 1998 (the Act) to hold a stake of 100% in each of the Companies, financial sector companies under the Act; and

D.    I am satisfied it is in the national interest to approve the applicants to hold a 100% stake in each of the Companies.

I, Louis Serret, a delegate of the Treasurer, under subsection 18(3) of the Act, REVOKE the existing Approval and under subsection 14(1) of the Act, APPROVE the applicants holding a stake of 100% in each of the Companies.

This instrument comes into force on the date it is signed.  The Approval under the instrument remains in force indefinitely.

Dated: 3 November 2016

[Signed]

Louis Serret

General Manager

Specialised Institutions Division

Interpretation

In this Notice:

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.

unacceptable shareholding situation has the meaning given in section 10 of the Act

Note 1 Under paragraph 16(2)(a) of the Act, the Treasurer may, by written notice given to a person who holds an Approval under section 14, impose one or more conditions or further conditions to which the Approval is subject. Under paragraph 16(2)(b) of the Act, the Treasurer may revoke or vary any conditions imposed under paragraph 16(2)(a) of the Act or specified in the Notice of Approval. The Treasurer’s powers under subsection 16(2) may be exercised on the Treasurer’s own initiative or an application made to the Treasurer in accordance with the requirements of subsection 16(4) of the Act, by the person who holds the Approval (see subsection 16(3) of the Act).

Note 2 A person who holds an Approval under section 14 of the Act may apply to the Treasurer under subsection 17(1) of the Act, to vary the percentage specified in the Approval.

Note 3 Under subsection 17(6) of the Act, the Treasurer may, on the Treasurer’s own initiative, by written notice given to a person who holds an Approval under section 14, vary the percentage specified in the Approval if the Treasurer is satisfied it is in the national interest to do so.

Note 4 The circumstances in which the Treasurer may revoke a person’s Approval under section 14 are set out in subsection 18(1) of the Act.

Note 5 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.

Note 6 Under section 14 of the Act, the Treasurer must give written notice of this Approval to the applicant and financial sector company concerned and must publish a copy of this notice in the Gazette.

Note 7 Under section 11 of the Act, a person or 2 or more persons under an arrangement are guilty of an offence if the person(s) acquires shares in a company and the acquisition has the result, in relation to a financial sector company, that:

(i)                  an unacceptable shareholding situation comes into existence; or

(ii)                if an unacceptable shareholding situation already exists in relation to the company and in relation to a person – there is an increase in the stake held by the person in the company;

and the person(s) was reckless as to whether the acquisition would have that result. A maximum penalty of 400 penalty units applies or by virtue of subsection 4B(3) of the Crimes Act 1914, in the case of a body corporate, a penalty not exceeding 2,000 penalty units. By virtue of section 39 of the Act, an offence against section 11 is an indictable offence.

Note 8 Under section 32(3) of the Act, if a person has engaged in or is proposing to engage in any conduct in contravention of a condition to which an approval under section 14 is subject, the Federal Court may, on the application of the Treasurer, grant an injunction:

(i)                  restraining the person engaging in the conduct; and

(ii)                if in the court’s opinion, it is desirable to do so, requiring the person to do something.

SCHEDULE 1 – the persons in addition to CVC who applied for approval

1. CVC Capital Partners SICAV-FIS S.A. (Registered no. B 138 220, Luxembourg);
2. CVC Capital Partners 2013 PCC (Registered no. 108317, Jersey);
3. CVC MMXII Limited (Registered no. 108722, Jersey);
4. CVC Management Holdings Limited (Registered no. 121677, Jersey) (CVC MHL);
5. CVC Portfolio Holdings Limited (Registered no. 110154, Jersey) (CVC PHL);
6. CVC PHL as General Partner and CVC MHL as Limited Partner of CVC Group Holdings L.P (Registered no. LP1395, Jersey);
7. CVC Capital Partners Finance Limited. (Registered no. 85104, Jersey);
8. CVC Capital Partners Advisory Company Limited (Registered no. 84400, Jersey);
9. CVC European Equity V Limited (Registered no. 99031, Jersey);
10. CVC European Equity V Limited (Registered no. 99031, Jersey) as General Partner of the following limited partnerships:
    1. CVC European Equity Partners V (A) L.P. (Registered no. WK 22056, Cayman Islands);
    2. CVC European Equity Partners V (B) L.P. (Registered no. WK 24527, Cayman Islands);
    3. CVC European Equity Partners V (C) L.P. (Registered no. WK 24524, Cayman Islands);
    4. CVC European Equity Partners V (D) L.P. (Registered no. WK 25044, Cayman Islands); and
    5. CVC European Equity Partners V (E) L.P. (Registered no. WK 22043, Cayman Islands).
11. Galaxy Topco Limited (Registered no. 113704, Jersey);
12. Galaxy Midco 1 Limited (Registered no. 113707, Jersey);
13. Galaxy Midco 2 Limited (Registered no. 113708, Jersey
14. Galaxy Finco Limited (Registered no. 113706, Jersey);
15. Galaxy Bidco Limited (Registered no. 113705, Jersey);
16. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);
17. Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);
18. Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);
19. Domestic & General Acquisitions Holdings Limited (Registered no. 98464 Jersey);
20. Domestic & General Acquisitions Limited (Registered no. 98513 Jersey); and
21. Domestic & General Group Limited (Registered no. 1156896, UK).

SCHEDULE 2 - the financial sector companies

1. Galaxy Topco Limited (Registered no. 113704, Jersey).
2. Galaxy Midco 1 Limited (Registered no. 113707, Jersey);
3. Galaxy Midco 2 Limited (Registered no. 113708, Jersey
4. Galaxy Finco Limited (Registered no. 113706, Jersey);
5. Galaxy Bidco Limited (Registered no. 113705, Jersey);
6. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);
7. Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);
8. Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);
9. Domestic & General Acquisitions Holdings Limited (Registered no. 98464 Jersey);
10. Domestic & General Acquisitions Limited (Registered no. 98513 Jersey);
11. Domestic & General Group Limited (Registered no. 1156896, UK); and
12. Domestic & General Insurance PLC ABN 11 124 040 768.