Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No. 20 of 2022

Administered by Department of the Treasury

Legislation au F2022N00246 In force Notifiable Instrument

Legislation content

 

Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No. 20 of 2022

Financial Sector (Shareholdings) Act 1998

 

To: The Existing Approval Holders named in Schedule 1 and the Applicants named in Schedule 2

 

Since:

 

  1. On 10 June 2022, the Existing Approval Holders were granted approval under paragraph 14(1)(a) of the Financial Sector (Shareholdings) Act 1998 (the Act) to hold a 100% stake in Domestic & General Insurance Plc ABN 11 124 040 768 (Domestic & General Insurance), an authorised insurance company, and the financial sector companies of Domestic & General Insurance (the Existing Approval1);

 

B.            On 13 October 2022, the Existing Approval Holders requested that the Existing Approval be revoked;

 

C.            On 13 October 2022, the Applicants applied to the Treasurer under section 13 of the Act for approval to hold a 100% stake in Domestic & General Insurance and each of the financial sector companies set out in Schedule 3; and

 

D.            I am satisfied it is in the national interest for each of the Applicants to hold a stake in Domestic & General Insurance and each of the financial sector companies set out in Schedule 3 of more than 20%,

 

I, Sharyn Reichstein, a delegate of the Treasurer:

 

(a)          under subsection 18(3) of the Act, revoke the Existing Approval on and from 31 October 2022; and

 

(b)          under paragraph 14(1)(a) of the Act, approve each of the Applicants to hold a 100% stake in Domestic & General Insurance and each of the financial sector companies set out in Schedule 3.

 

This approval commences on the day it is made and remains in force indefinitely. Date: 27 October 2022

 


 

1 Registration number F2022N00131.

Sharyn Reichstein General Manager Insurance Division

Australian Prudential Regulation Authority

 

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.

Schedule 1 – the Existing Approval Holders

  1. CVC Nominees Limited (Registered no. 98888);
  2. CVC Capital Partners SICAV-FIS S.A. (Registered no. B138220);
  3. CVC Capital Partners 2013 PCC (Registered no. 108317);
  4. CVC Holdings Limited (Registered no. 140080);
  5. CVC Management Holdings II Limited (Registered no. 135003);
  6. CVC Capital Partners Fund Holdings II Limited (Registered no. 136889);
  7. CVC Capital Partners VII Limited (Registered no. RC122497);
  8. CVC Capital Partners Investment Europe VII L.P. (Registered no. LP2334);
  9. CVC Capital Partners VII (A) L.P. (Registered no. LP2333);
  10. CVC Capital Partners VII Associates L.P. (Registered no. LP2440);
  11. Opal Galaxy Holdings Limited. (Registered no. RC129317, Jersey);
  12. Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);
  13. Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);
  14. Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);
  15. Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);
  16. Domestic & General Limited (Registered no. 113707, Jersey);
  17. Galaxy Midco 2 Limited (Registered no. 113708, Jersey);
  18. Galaxy Finco Limited (Registered no. 113706, Jersey);
  19. Galaxy Bidco Limited (Registered no. 113705, Jersey);
  20. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);
  21. Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);
  22. Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);
  23. Domestic & General Acquisitions Holdings Limited (Registered no. 98464, Jersey);
  24. Domestic & General Acquisitions Limited (Registered no. 98513, Jersey);
  25. Domestic & General Group Limited (Registered no. 1156896, UK);
  26. Abu Dhabi Investment Authority (LEI no. J1Y4PL5OEWM2K0OMTW95);
  27. Silver Holdings S.A. (LEI no. 222100D1GIMIQH763G11); and
  28. Luxinva S.A. (LEI no. 222100M3SSS7X8LR6168).

 

Note: Where indicated the place of incorporation of each of the companies in Schedule 1 appears in the brackets after the name of the company.

 

 

Schedule 2 – the Applicants

  1. CVC Nominees Limited (Registered no. 98888, Jersey);
  2. CVC Capital Partners SICAV-FIS S.A. (Registered no. B138220, Luxembourg);
  3. CVC Capital Partners 2013 PCC (Registered no. 108317, Jersey);
  4. CVC MMXII Limited (Registered no. 108722, Jersey);
  5. CVC Portfolio Holdings Limited (Registered no. RC110154, Jersey);
  6. CVC Management Holdings Limited (Registered no. RC121677, Jersey);
  7. CVC Group Holdings L.P. (Registered no. 1395, Jersey);
  8. CVC Capital Partners Fund Holdings Limited (Registered no. 132086, Jersey);
  9. CVC Capital Partners VII Limited (Registered no. RC122497, Jersey);
  10. CVC Capital Partners Investment Europe VII L.P. (Registered no. LP2334, Jersey);
  11. CVC Capital Partners VII (A) L.P. (Registered no. LP2333, Jersey);
  12. CVC Capital Partners VII Associates L.P. (Registered no. LP2440, Jersey);
  13. Opal Galaxy Holdings Limited (Registered no. RC129317, Jersey);
  14. Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);
  15. Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);
  16. Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);
  17. Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);
  18. Domestic & General Limited (Registered no. 113707, Jersey);
  19. Galaxy Midco 2 Limited (Registered no. 113708, Jersey);
  20. Galaxy Finco Limited (Registered no. 113706, Jersey);
  21. Galaxy Bidco Limited (Registered no. 113705, Jersey);
  22. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);

23.  Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);

24.  Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);

25.  Domestic & General Acquisitions Holdings Limited (Registered no. 98464, Jersey);

26.  Domestic & General Acquisitions Limited (Registered no. 98513, Jersey);

27.  Domestic & General Group Limited (Registered no. 1156896, UK);

28.  Abu Dhabi Investment Authority (LEI no. J1Y4PL5OEWM2K0OMTW95, Abu Dhabi);

29.  Silver Holdings S.A. (LEI no. 222100D1GIMIQH763G11, Luxembourg);

30.  Luxinva S.A. (LEI no. 222100M3SSS7X8LR6168, Luxembourg);

31.  CVC Holdings Limited (Registered no. 140080, Jersey);

32.  CVC Management Holdings II Limited (Registered no. 135003, Jersey); and

33.  CVC Capital Partners Fund Holdings II Limited (Registered no. 136889, Jersey).

 

 

Note: Where indicated the place of incorporation of each of the companies in Schedule 2 appears in the brackets after the name of the company.

 

 

Schedule 3 – the financial sector companies in addition to Domestic & General Insurance

  1. Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);
  2. Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);
  3. Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);
  4. Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);
  5. Domestic & General Limited ((Registered no. 113707, Jersey);
  6. Galaxy Midco 2 Limited (Registered no. 113708, Jersey);
  7. Galaxy Finco Limited (Registered no. 113706, Jersey);
  8. Galaxy Bidco Limited (Registered no. 113705, Jersey);
  9. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);
  10. Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);
  11. Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);
  12. Domestic & General Acquisitions Holdings Limited (Registered no. 98464, Jersey);
  13. Domestic & General Acquisitions Limited (Registered no. 98513, Jersey); and
  14. Domestic & General Group Limited (Registered no. 1156896, UK).

 

Note: Where indicated the place of incorporation of each of the companies in Schedule 3 appears in the brackets after the name of the company.

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address issues related to the concentration of shareholdings in financial sector companies, ensuring the stability and integrity of the financial system. This Act provides the framework for regulating significant shareholdings in financial sector companies, with a particular focus on maintaining the national interest. Enacted by the Australian Parliament, the policy objective of the Act is to prevent concentrations of ownership that could pose risks to the financial system. The Act allows for the approval of significant shareholdings and provides mechanisms for revoking such approvals where necessary. In this context, the Act facilitates the transition of approval from existing stakeholders to new applicants, ensuring that the national interest is protected.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities seeking approval to hold a significant stake in a financial sector company, specifically those exceeding a 20% shareholding. This Act operates on a Commonwealth level and extends to any financial sector company within Australia. The Act encompasses various entities, including domestic and foreign companies, trusts, and partnerships, that wish to acquire, hold, or increase their shareholding in an authorised financial sector company. The Act’s provisions are invoked when an entity seeks to hold more than 20% of a financial sector company, and it mandates that such holdings be approved by the Treasurer. The revocation of existing approval and the granting of new approval, as illustrated in the notifiable instrument, directly concern the entities named in the schedules of the instrument, which include a mix of corporate and sovereign entities from jurisdictions such as Jersey, Luxembourg, and the United Arab Emirates. The Act does not specify exclusions or exemptions in this context, but its application can be extended or restricted by subordinate instruments issued by the Treasurer.

Key Provisions

The primary sections of the legislation (F2022N00246) relate to the revocation of an existing approval under the Financial Sector (Shareholdings) Act 1998 (the Act) and the granting of a new approval to hold a stake in a financial sector company of more than 20%. Specifically, under subsection 18(3) of the Act, the legislation revokes the existing approval held by the entities listed in Schedule 1, effective from 31 October 2022. Concurrently, paragraph 14(1)(a) of the Act grants the entities listed in Schedule 2 approval to hold a 100% stake in Domestic & General Insurance and the financial sector companies set out in Schedule 3. This new approval will remain in force indefinitely from the date of issuance. The obligations imposed on the parties involved under this legislation primarily centre around the management and oversight of shareholdings in financial sector companies. The entities listed in Schedule 1 must comply with the revocation of their existing approval and ensure that their shareholdings in Domestic & General Insurance and related entities do not exceed the newly approved limits. The entities listed in Schedule 2, on the other hand, must adhere to the new approval granted to them, ensuring that their holdings do not surpass the 100% limit specified for Domestic & General Insurance and the companies listed in Schedule 3. Failure to comply with the provisions of this legislation can result in significant consequences. Although the specific offences, penalties, or consequences for breach are not detailed in the text, it is reasonable to infer that non-compliance could lead to legal action under the Financial Sector (Shareholdings) Act 1998. This may include civil penalties for exceeding approved shareholding limits or criminal penalties for more severe breaches, such as fraudulent misrepresentation of shareholdings. The exact penalties would depend on the nature and severity of the breach, as outlined in the Act.

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Financial Sector Regulation
Instrument
Regulation
Concepts
Definitions & Interpretation
Regulatory Standards
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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.