Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 15% - HGH Capital Pty Limited ACN 139 862 516 as trustee for the HGH Capital Investment Trust (HGH)

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: HGH Capital Pty Limited ACN 139 862 516 as trustee for the HGH Capital Investment Trust (HGH) and the person(s) named in the attached Schedule as Current Holders and Proposed Holders.

SINCE

1. HGH and the Current Holders hold an approval dated 3 December 2012 (the existing Approval) under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act), to hold a stake of 80% in NobleOak Life Limited ABN 85 087 648 708 (the Company), a financial sector company under the Act;

B.                 HGH and the Current Holders have requested that the existing Approval be revoked;

C.                 HGH and the Proposed Holders (the applicants) have applied for an approval under section 13 of the Act, to hold a stake of 80% 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 80%.

I, Stephen Edward Glenfield, 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 80%.

Under subsection 16(1) of the Act, this Approval is subject to the conditions set out in the attached Schedule.

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

Dated: 3 September 2014

[Signed]

Stephen Edward Glenfield

General Manager

Specialised Institutions Division

South West Region

Interpretation

In this Notice:

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

direct control interest has the meaning set out in clause 11 of Schedule 1 to 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

Current Holders

• Gant Super Pty Ltd ACN 123 104 101 as the trustee for Quay Superannuation Fund
• Jasmah Investments Pty Ltd ACN 116 326 544 as the trustee for The Jasmah Investments Trust
• TK Consulting (Aust) Pty Ltd ACN 097 409 286 as the trustee for The Hamman Family Trust
• Graeme Lance Robertson
• Cobblyn Investments Pty Ltd ACN 119 510 191 as trustee for Warrand Family Trust
• David Joseph Mason
• Intrasia Capital Pty Ltd ACN 141 854 695
• Simon Christopher Harvey
• Kim David Cannon & Aspasia Elizabeth Cannon as trustees for The Nationale Super Fund Account
• RBH Superannuation Pty Ltd ACN 092 639 953 as Trustee for the Hall Superannuation Plan
• Coffs Harbour Investments Pty Ltd ACN 120 737 644 as trustee for The Coffs Harbour Investment Trust
• Julie McConaghy
• Emery Feyzeny
• Judy Feyzeny as trustee for Pluvial Super Fund
• Frank George Harrison
• Ronald Lynn
• Debra Thomas
• Max Press
• Barbara Press

Proposed Holders

• Gant Super Pty Ltd ACN 123 104 101 as the trustee for Quay Superannuation Fund
• Jasmah Investments Pty Ltd ACN 116 326 544 as the trustee for The Jasmah Investments Trust
• TK Consulting (Aust) Pty Ltd ACN 097 409 286 as the trustee for The Hamman Family Trust
• Graeme Lance Robertson
• Cobblyn Investments Pty Ltd ACN 119 510 191 as trustee for Warrand Family Trust
• David Joseph Mason
• Intrasia Capital Pty Ltd ACN 141 854 695
• Simon Christopher Harvey
• Kim David Cannon & Aspasia Elizabeth Cannon as trustees for The Nationale Super Fund Account
• Coffs Harbour Investments Pty Ltd ACN 120 737 644 as trustee for The Coffs Harbour Investment Trust
• Julie McConaghy
• Emery Feyzeny
• Judy Feyzeny as trustee for Pluvial Super Fund
• Frank George Harrison
• Cobblyn Investments Pty Ltd ACN 119 510 191 as Trustee for Warrand Family Superannuation Fund
• D & H Mason Investments Pty Ltd ACN 123 966 389
• Rozanna Lee
• Anthony Brown
• Brohok Investment Co Pty Ltd ACN 000 730 530
• Sampson Family Holdings Pty Limited ACN 132 818 609 as trustee for Sampson Superannuation Fund

SCHEDULE – the condition imposed on this Approval

None of the applicants is to hold a direct control interest in the Company of more than 20%.