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: BHL Holdings Limited (Guernsey) (BHL) and the person(s) named as its associates in Schedule 1 and Schedule 2.
SINCE
- BHL and the persons named as its associates in Schedule 1 (the existing Approval holders) hold an approval dated 9 December 2013 (the existing Approval) under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act), to hold a stake of 100% in Auto & General Insurance Company Limited ACN 111 586 353 (the Company), a financial sector company under the Act;
B. The existing Approval holders have requested the existing Approval be revoked;
C. BHL and the persons named as its associates in Schedule 2 (the applicants) have applied for approval under section 13 of the Act, to hold a stake of 100% in the Company; and
D. I am satisfied it is in the national interest to approve the applicants holding a stake in the Company of 100%.
I, Brandon Kong Leong Khoo, 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 in the Company of 100%.
This instrument comes into force on the date it is signed. The Approval under the instrument remains in force indefinitely.
Dated: 25 March 2015
[Signed]
Brandon Kong Leong Khoo
Executive 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
ASSOCIATES OF BHL HOLDINGS LIMITED (GUERNSEY)
Companies Incorporated in Australia:
Auto & General Holdings Pty Ltd ACN 086 321 459
Auto & General Services Pty Ltd ACN 099 707 801
Direct Insurance Systems Company Pty Ltd ACN 003 617 909
Budget Direct Insurance Agency Pty Ltd ACN 086 321 422
Auto & General Insurance Services Pty Ltd ACN 094 408 483
Auto & General Training Pty Ltd ACN 089 508 583
Budget Insurance Brokers Pty Ltd ACN 089 508 547
Budget Direct Insurance Brokers Pty Ltd ACN 088 124 627
Retirease Insurance Agency Pty Ltd ACN 094 425 233
Financial Holdings Australia Pty Ltd ACN 112 971 132
Compare the Market Pty Ltd ACN 117 323 378
Bennett’s Motorcycle Insurance Company Ltd ACN 112 121 838
Affinisure Pty Ltd ACN 128 885 469
Ibuyeco Pty Ltd ACN 127 997 175
Klinkert Investments Pty Ltd ACN 086 314 285
Companies Incorporated in the British Virgin Isles:
Jacamar Overseas Ltd
Companies Incorporated in Gibraltar:
Coral Underwriting Limited
Companies incorporated in Guernsey:
Reef Holdings Limited
R&H Trust Co. (Guernsey) Ltd
Maitland Trustees Limited (formerly Credit Suisse Trust Ltd)
Reef Management Services Limited
BHL Management Services Limited
Jacana Re Limited
BHL Europe Holding Limited
Investor 20:25 Limited
BHL Minorities Limited
The Reef Foundation
Companies Incorporated in South Africa:
Telesure Investment Holdings (Pty) Ltd
Dial Direct Insurance Ltd
Auto & General Insurance Company Ltd
Napier Gardens (Pty) Ltd
Budget Insurance Brokers (Pty) Ltd
Upstream Advertising (Pty) Ltd
First For Women Insurance Brokers (Pty) Ltd
Motowise (Pty) Ltd
Douw Steyn Properties (Pty) Ltd
Direct Integrated Systems Corporation (SA) (Pty) Ltd
No. 1 Queen Road Property (Pty) Ltd
Budget Insurance Company Ltd
Firstprize Solutions (Pty) ltd
1 Life Direct Insurance Ltd
Saxon Hotel (Pty) Ltd
Contact Financial Services (Pty) Ltd
Your Home Loan (Pty) Ltd
Telesure Financial Services (Pty) Ltd
OneCall Insurance Brokers (Pty) Ltd
Business Asset Rental (Pty) Ltd
Telesure Group Services (Pty) Ltd
Companies Incorporated in the United Kingdom:
Budget Group Ltd
Budget Insurance Company Ltd
Direct Insurance Systems Corporation Ltd
BFSL Ltd
ACM ULR Ltd
BISL Ltd
Budget Retail Ltd
Fusion Contact Centre Services Ltd
Budget Commercial Insurance Services Ltd
Bakewell Property Development Ltd
Budget Financial Services Ltd
Budget Insurance Intermediaries Ltd
GF Bennett (Holdings) Ltd
Budget Group Ltd
Dial Direct Insurance Marketing Ltd
Dial Direct Finance Ltd
Pratt’s Insurance Office
IGO ECO Ltd
Budget Insurance Services Ltd
Courtanet SAS
Verzekeringssite
Coral Administration Services Limited
BGL Direct Life Ltd
Minster Law Limited
BHL (UK) Holdings Limited
SCHEDULE 2
ASSOCIATES OF BHL HOLDINGS LIMITED (GUERNSEY) WHO HOLD A DIRECT CONTROL INTEREST IN THE COMPANY
Jacamar Overseas Ltd (British Virgin Isles)
Klinkert Investments Pty Ltd ACN 086 314 285
Ram Kangatharan