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: Temasek Holdings (Private) Limited (Temasek), Singapore Telecommunications Limited (Singtel), Singapore Telecom Mobile Pte Ltd (Singtel Mobile), Singtel Australia Investment Ltd. ABN 40 636 596 986 (Singtel Australia), Singapore Telecom Australia Investments Pty Limited ABN 69 096 686 190 (SAIPL), Singtel Optus Pty Limited ABN 90 052 833 208 (Singtel Optus) and the persons listed in Schedule 1 (the Temasek associates).
SINCE
A. Singtel, on behalf of itself and its then associates, applied for and was granted an approval dated 27 August 2001 (the Existing Approval) under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act) to hold a 100% stake in each of Optus Insurance Services Pty Limited ABN 12 005 711 928 (Optus Insurance) and Singtel Optus (previously named Cable & Wireless Optus Limited), financial sector companies under the Act;
B. Singtel, on behalf of itself and its then associates, has requested, through the Application, that the Existing Approval be revoked;
C. Temasek, on behalf of itself, its associates, Singtel, Singtel Mobile, Singtel Australia, SAIPL and Singtel Optus, through the Application, has applied for approval under section 13 of the Act for:
(i) Temasek, Singtel, Singtel Mobile, Singtel Australia, SAIPL, Singtel Optus and the Temasek associates to hold a 100% stake in Optus Insurance;
(ii) Temasek, Singtel, Singtel Mobile, Singtel Australia, SAIPL and the Temasek associates to hold a 100% stake in Singtel Optus;
(iii) Temasek, Singtel, Singtel Mobile, Singtel Australia and the Temasek associates to hold a 100% stake in SAIPL, a financial sector company under the Act;
(iv) Temasek, Singtel, Singtel Mobile and the Temasek associates to hold a 100% stake in Singtel Australia, a financial sector company under the Act; and
(v) Temasek and the Temasek associates to hold a 54% stake in Singtel, a financial sector company under the Act; and
D. I am satisfied it is in the national interest to grant the above approvals (the Approvals).
I, Stephen Edward Glenfield, a delegate of the Treasurer:
(a) under subsection 18(3) of the Act, REVOKE the Existing Approval; and
(b) under subsection 14(1) of the Act, APPROVE:
(i) Temasek, Singtel, Singtel Mobile, Singtel Australia, SAIPL, Singtel Optus and the Temasek associates holding a 100% stake in Optus Insurance;
(ii) Temasek, Singtel, Singtel Mobile, Singtel Australia, SAIPL and the Temasek associates holding a 100% stake in Singtel Optus; and
(iii) Temasek, Singtel, Singtel Mobile, Singtel Australia and the Temasek associates holding a 100% stake in SAIPL;
(iv) Temasek, Singtel, Singtel Mobile and the Temasek associates holding a 100% stake in Singtel Australia; and
(v) Temasek and the Temasek associates holding a 54% stake in Singtel; and
(c) under subsection 16(1) of the Act, IMPOSE the conditions set out in Schedule 2 in relation to the Approvals.
This instrument comes into force on the date it is signed. The Approvals under this instrument remain in force indefinitely.
Dated: 28 October 2016
[Signed]
Stephen Edward Glenfield General Manager
Specialised Institutions Division
South West Region
Interpretation
In this Notice:
100% subsidiary has the meaning given in section 3 of the Act.
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.
the Application means the applications received from Temasek and the Temasek associates dated 28 August 2016 and 11 October 2016, and the application received from Singtel, Singtel Mobile, Singtel Australia and SAIPL dated 20 October 2016.
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 Temasek associates
1. Minister for Finance (Incorporated);
2. Tembusu Capital Pte. Ltd.;
3. Thomson Capital Pte. Ltd.;
4. Atrium Investments Pte. Ltd.;
5. Pilatus Investments Pte. Ltd.;
6. SeaTown Holdings Pte. Ltd.;
7. SeaTown Capital Pte. Ltd.;
8. SeaTown Investments Pte. Ltd.;
9. SeaTown GP Pte. Ltd.;
10. SeaTown Holdings International Pte. Ltd.;
11. SeaTown Singapore Feeder Fund LP;
12. SeaTown Global Feeder Fund;
13. SeaTown Master Fund;
14. Dymon Asia Multi-Strategy Master Fund;
15. Dymon Asia Multi-Strategy Fund Limited Partnership;
16. Dymon Asia Multi-Strategy Fund;
17. Dymon Asia Capital Ltd;
18. Dymon Asia Capital (Singapore) Pte. Ltd.;
19. Seletar Fund Investments Pte. Ltd.;
20. Fullerton Fund Investments Pte. Ltd.;
21. FFMC Holdings Pte. Ltd.;
22. Fullerton (Private) Limited;
23. Fullerton Fund Management Company Ltd.;
24. ST Asset Management Ltd.;
25. Singapore Technologies Capital Services Pte. Ltd.;
26. EM Services Pte Ltd.;
27. Keppel Land Limited;
28. Keppel Corporation Limited;
29. DBS Bank Ltd.;
30. DBS Group Holdings Limited;
31. Maju Holdings Pte. Ltd.;
32. Aventia Master Fund;
33. Aventia (US) Fund; and
34. Aventia Fund.
SCHEDULE 2 – the conditions imposed on the Approvals
1. Optus Insurance shall continue to be a 100% subsidiary of Singtel Optus.
2. APRA is to be informed in writing if Optus Insurance ceases to be a 100% subsidiary of Singtel Optus. Notice shall be given to APRA by Optus Insurance 14 days before it ceases to be a 100% subsidiary of Singtel Optus.