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

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: Hans-Josef Jost Stollmann and the person(s) named in Schedules 2 and 3.

SINCE

1. Hans-Josef Jost Stollmann and the persons named in the Schedule 2 (together the old associates) have approval (under section 14 of the Financial Sector (Shareholdings) Act 1998 (the Act) to hold a 95% stake in Tyro Payments Limited ACN 103 575 042 (the Company), a financial sector company under the Act;

B.                 The old associates have requested the approval granted on 26 April 2005 (as varied on 10 November 2005 and further varied on 29 March 2006) (the existing approval) be revoked;

C.                 Hans-Josef Jost Stollmann and the persons named in Schedule 3 (together the applicants) have requested approval under section 13 of the Act to hold a 40% stake in the Company under subsection14(1) of the Act; and

D.                 I am satisfied that it is in the national interest to approve the applicants

holding a 40% stake in the Company.

I, Keith Chapman, a delegate of the Treasurer:

i)       under subsection 18(3) of the Act, REVOKE the existing Approval;

ii)     under subsection 14(1) of the Act APPROVE the applicants holding a stake in the Company of 40%; and

iii)   under subsection 16(1) of the Act, IMPOSE the conditions on the approval set out in the attached Schedule.

Under subsection 19(3) of the Act, by reason of the approval granted by this instrument to the Company, an officer of the Company is taken to have an approval under section 14 of the Act to hold a 40% stake in the Company.

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

Dated 19 August 2015

[Signed]

Keith Chapman

Executive General Manager

Specialised Institutions Division

Interpretation

In this Notice:

Direct control interest has the same meaning as " Direct control interest " in clause 11 of Schedule 1 to the Financial Sector (Shareholdings) Act 1998.

Officers of the Company means the group of persons comprising officers of the Company within the meaning of clause 2 of Schedule 1 to 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 conditions imposed on this Approval

1.  Any person who is an officer of the Company must ensure that the percentage of the voting power in the Company controlled by the person does not exceed 15%.

2.  Where a person is an associate of an officer of the Company and would remain an associate of the officer were the officer the only officer of the Company then, for the purposes of condition 1., the officer will be taken to control the voting power in the Company controlled by that person (other than any voting power in the Company controlled by the Company itself).

Notes -

Condition 2 will treat voting power controlled by:

1. a partner or relative of an officer;
2. a trustee of a discretionary trust in which the officer has a beneficial interest;
3. a company of which the officer is an officer other than the Company;
4. a company in which the officer has a stake in excess of 15%

as if the voting power were controlled by the officer for the purposes of Condition 1.

Likewise where an officer has entered into a formal or informal arrangement with another person in relation to the exercise of voting power in the Company, the officer will be taken, for the purposes of Condition 1., to control the voting power in the Company exercisable by the other person.  

SCHEDULE  2

The Freemantle Associates

1. Richard Freemantle
2. Janice Freemantle
3. Cazalla Pty Limited ACN 090 136 315
4. Cazalla Development Pty Limited ACN 090 729 230

The Wood Associates

1. Paul Athelstan Wood
2. Pamela Ruth Wood
3. Mark Alexander Wood

The Officer Associates

1. Bradford Leon Banducci
2. Anna Krystina Dudek
3. William John Bartlett
4. Delwyn Bartlett
5. Denis Albert Calvert
6. Suzanne Lynda Calvert
7. Alan Geoffrey Severino
8. Scott Richard Buchanan
9. Tamoda Pty Limited ACN 002 956 434
10. Robert Alexander Ferguson
11. Thomas Joachim Girgensohn
12. Ingeborg Girgensohn
13. Dacroft Pty Ltd ACN 003 252 266
14. Peter John Haig
15. Nola Haig
16. John Walter Hallis
17. Joanne Maree Hallis
18. Mackbron Pty Limited ACN 090 564 122
19. Alexander Robert Logie
20. Andrew Ratcliffe Rothwell
21. Camilla Lynn Mok

SCHEDULE 3

1. Abyla Pty Ltd
2. Rachel Ferguson and Jennifer Ferguson as trustees of the Torryburn Superannuation Fund
3. Grokco Pty Ltd
4. Kerry Roxburgh and Alex Roxburgh as trustees of the Kerry & Alex Roxburgh Superannuation Fund
5. Simon Peter Price
6. Peter John Haig
7. Nola Haig
8. Sophia-Konstantina Stollmann
9. Matthew Evan Milliss
10. Justin Vaughan Mitchell
11. Andrew Ratcliffe Rothwell
12. Sascha Walter Hess
13. David Josef Ahern
14. Dennise Mary Openshaw
15. Geoffrey Cheong-Wing Chiang
16. Praveenesh Pala
17. Anne-Marie Charrett
18. Tyro Payments Limited ACN 103 575 042