Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20%
Financial Sector (Shareholdings Act) 1998
To: Pacific Life Re International Limited (Bermuda) (PL Re International), Pacific Life Re Global Limited (Bermuda) (PL Re Global), Pacific Life Re Holdings LLC (Delaware) (PLRH LLC), Pacific LifeCorp (Delaware) (PLC), Pacific Mutual Holding Company (Nebraska) (PMHC) (the Applicants).
SINCE
- On 17 August 2015, PLRH LLC, PLC and PMHC (the Existing Approval Holders) were granted approval under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act) to hold a 100% stake in Pacific Life Re (Australia) Pty Limited ABN 91 601 822 431 (PLRA) and other related companies, each a financial sector company under the Act (the Existing Approval);
B. On 27 July 2020 the Existing Approval Holders requested that the Existing Approval be revoked;
C. On 27 July 2020 the Applicants applied to the Treasurer under section 13 of the Act for approval to hold a 100% stake in PLRA, a financial sector company under the Act;
D. PL Re Global has applied under section 13 of the Act for approval to hold a 100% stake in PL Re International, a financial sector company under the Act;
E. PLRH LLC has applied under section 13 of the Act for approval to hold a 100% stake in PL Re Global, a financial sector company and PL Re International;
F. PLC has applied under section 13 of the Act for approval to hold a 100% stake in PLRH LLC, a financial sector company, PL Re Global and PL Re International; and
G. PMHC has applied under section 13 of the Act for approval to hold a 100% stake in PLC, a financial sector company, PLRH LLC, PL Re Global and PL Re International.
H. I am satisfied that it is in the national interest to approve:
- the Applicants to hold a 100% stake in PLRA;
b. PL Re Global to hold a 100% stake in PL Re International;
c. PLRH LLC to hold a 100% stake in PL Re Global and PL Re International;
d. PLC to hold a 100% stake in PLRH LLC, PL Re Global and PL Re International; and
e. PMHC to hold a 100% stake in PLC, PLRH LLC, PL Re Global and PL Re
International.
I, Suzanne Johnson, 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:
- the Applicants to hold a 100% stake in PLRA;
ii. PL Re Global to hold a 100% stake in PL Re International;
iii. PLRH LLC to hold a 100% stake in PL Re Global and PL Re International;
iv. PLC to hold a 100% stake in PLRH LLC, PL Re Global and PL Re International; and
v. PMHC to hold a 100% stake in PLC, PLRH LLC, PL Re Global and PL Re
International.
This instrument commences on the date it is signed and remains in force indefinitely.
Dated: 28 August 2020
[Signed]
Suzanne Johnson
General Manager
Insurance 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.
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.