Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No. 21 of 2021

Administered by Department of the Treasury

Legislation au F2021N00304 Not 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. 21 of 2021

Financial Sector (Shareholdings) Act 1998

 

To: The companies listed in Schedule 1 (the Existing Approval Holders) and the companies listed in Schedule 2 (the Applicants)

 

 

SINCE

 

  1. On 26 November 2019 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 in Domestic & General Insurance Plc ABN 11 124 040 768 ('Domestic & General Insurance') and the then holding companies of Domestic & General Insurance (‘the Existing Approval’); and

 

B.                  the applicants have applied for an approval under section 13 of the Act, to hold a stake of 100% in Domestic & General Insurance and each of the companies listed in the attached Schedule 3, financial sector companies under the Act ('the companies'); and

 

C.                 the Existing Approval Holders have requested that the Existing Approval be revoked; and

 

D.                 I am satisfied that it is in the national interest for each Applicant to hold a stake in Domestic & General Insurance and the companies of more than 20%.

 

I, Michael Murphy, 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 each of the Applicants to hold a 100% stake in Domestic & General Insurance and the companies.

 

 

This instrument commences on the day it is made and remains in force indefinitely. Dated: 6 September 2021

 

[Signed]

 

Michael Murphy

General Manager (Acting) Insurance Division

 

 

 

Interpretation

 

In this instrument:

APRA means the Australian Prudential Regulation Authority.

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. This instrument will be registered on the Federal Register of Legislation as a notifiable instrument.

 

Note 2. The Treasurer or the Treasurer’s delegate is required to give a copy of this instrument to the financial sector company.

 

Note 3. Section 19 of the Act provides for flow-on approvals for an approval under paragraph 14(1)(a) of the Act. If the approval relates to a financial sector company that is a holding company of an authorised deposit-taking institution or authorised insurance company, subsection 19(1) provides for flow-on approvals that relate to each financial sector company that is a 100% subsidiary of the holding company. If the approval is held by a company, subsection 19(3) provides for flow-on approvals to be held by each officer of the company.

 

SCHEDULE 1 - the Existing Approval Holders

  1. Abu Dhabi Investment Authority (LEI no. J1Y4PL5OEWM2K0OMTW95);
  2. Silver Holdings S.A (LEI no. 222100D1GIMIQH763G11).;
  3. Luxinva S.A. (LEI no. 222100M3SSS7X8LR6168);
  4. CVC Capital Partners VII (A) L.P. (Registered no. LP2333);
  5. CVC Capital Partners VII Associates L.P. (Registered no. LP2440);
  6. CVC Capital Partners Investment Europe VII L.P. (Registered no. LP2334);
  7. CVC Capital Partners Finance Limited (Registered no. 85104, Jersey);
  8. Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);
  9. Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);
  10. Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);
  11. Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);
  12. Opal Galaxy Holdings Limited (Registered no. RC129317, Jersey);
  13. Galaxy Midco 2 Limited (Registered no. 113708, Jersey);
  14. Galaxy Finco Limited (Jersey) (Registered no. 113706);
  15. Galaxy Bidco Limited (Jersey) (Registered no. 113705);
  16. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);
  17. Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);
  18. Domestic & General Finance 2 Limited (Registered no. 98463, Jersey);
  19. Domestic & General Group Acquisitions Holdings Limited (Registered no. 98464, Jersey);
  20. Domestic & General Acquisitions Limited (Registered no. 98513, Jersey); and
  21. Domestic & General Group Limited (Registered no. 1156896, UK).

 

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);
  2. CVC Capital Partners SICAV-FIS S.A. (Registered no. B138220);
  3. CVC Capital Partners 2013 PCC (Registered no. 108317);
  4. CVC MMXII Limited (Registered no. 108722, Jersey);
  5. CVC Portfolio Holdings Limited (Registered no. RC110154);
  6. CVC Management Holdings Limited (Registered no. RC121677);
  7. CVC Group Holdings L.P. (Registered no. 1395, Jersey);

CVC Capital Partners Fund Holdings Limited (Registered no. 132086);

8.  CVC Capital Partners VII Limited (Registered no. RC122497);

9.  CVC Capital Partners Investment Europe VII L.P. (Registered no. LP2334);

10.  CVC Capital Partners VII (A) L.P. (Registered no. LP2333);

11.  CVC Capital Partners VII Associates L.P. (Registered no. LP2440);

12.  Opal Galaxy Holdings Limited. (Registered no. RC129317, Jersey);

13.  Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);

14.  Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);

15.  Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);

16.  Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);

17.  Domestic & General Limited (Registered no. 113707, Jersey);

18.  Galaxy Midco 2 Limited (Registered no. 113708, Jersey);

19.  Galaxy Finco Limited (Registered no. 113706, Jersey);

20.  Galaxy Bidco Limited (Registered no. 113705, Jersey);

21.  Domestic & General Group Holdings Limited (Registered no. 98460, Jersey);

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

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

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

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

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

27.  Domestic & General Insurance Plc (Registered no. 00485850, UK);

28.  Abu Dhabi Investment Authority (LEI no. J1Y4PL5OEWM2K0OMTW95); 29.. Silver Holdings S.A. (LEI no. 222100D1GIMIQH763G11); and

30.. Luxinva S.A. (LEI no. 222100M3SSS7X8LR6168).

 

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 Holding Companies of Domestic & General Insurance

 

  1. Opal Galaxy Holdings Limited (Registered no. RC129317, Jersey);
  2. Opal Galaxy Topco Limited (Registered no. RC129472, Jersey);
  3. Opal Galaxy Holdco Limited (Registered no. RC129473, Jersey);
  4. Opal Galaxy Finco Limited (Registered no. RC129318, Jersey);
  5. Opal Galaxy Bidco Limited (Registered no. RC129319, Jersey);
  6. Domestic & General Limited ((Registered no. 113707, Jersey);
  7. Galaxy Midco 2 Limited (Registered no. 113708, Jersey);
  8. Galaxy Finco Limited (Registered no. 113706, Jersey);
  9. Galaxy Bidco Limited (Registered no. 113705, Jersey);
  10. Domestic & General Group Holdings Limited (Registered no. 98460, Jersey); 11.Domestic & General Finance 1 Limited (Registered no. 98462, Jersey);

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

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

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

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

 

Note: 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) Amendment Instrument No. 21 of 2021 was enacted to address the need for the revocation of existing approval and the granting of new approval for holding a stake in a financial sector company of more than 20%. The instrument was introduced by the Australian Government to ensure that the national interest is protected in the financial sector, particularly concerning shareholdings. The instrument was made by Michael Murphy, a delegate of the Treasurer, under the authority granted by the Financial Sector (Shareholdings) Act 1998. The policy objective of this instrument is to facilitate the transfer of shareholding from existing approval holders to new applicants, thereby maintaining oversight and control over significant financial sector holdings. The instrument provides for the revocation of existing approval and the approval of new applicants to hold stakes in specified financial sector companies, ensuring a smooth transition and continued compliance with national financial regulations.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities that seek to hold a significant stake in a financial sector company, as defined in section 3 of the Act. The Act specifically addresses the approval process for entities that intend to hold a stake exceeding 20% in a financial sector company, ensuring that such holdings are in the national interest. The legislation applies to the companies listed in Schedules 1 and 2, which include the existing approval holders and the applicants for new approvals. These entities are granted or revoked approval under the authority of the Treasurer or their delegate, as per the provisions of the Act. The instrument operates at a national level, given its Commonwealth jurisdiction. It is important to note that the Act's application can be extended through subordinate instruments, particularly under section 19 which provides for flow-on approvals for certain holdings. Any exclusions or exemptions from the Act are not explicitly stated in the provided text but would typically be detailed within the Act itself or in accompanying regulations.

Key Provisions

The key provisions of the F2021N00304 notifiable instrument concern the revocation of existing approval and the granting of new approval to certain entities to hold a stake of more than 20% in a financial sector company. Under subsection 18(3) of the Financial Sector (Shareholdings) Act 1998 (the Act), the instrument revokes the existing approval granted to the entities listed in Schedule 1 (the Existing Approval Holders) to hold a 100% stake in Domestic & General Insurance Plc and the then holding companies of Domestic & General Insurance. Concurrently, under subsection 14(1) of the Act, the instrument grants approval to the entities listed in Schedule 2 (the Applicants) to hold a 100% stake in Domestic & General Insurance and each of the companies listed in Schedule 3, which are financial sector companies under the Act. The obligations and requirements imposed by this instrument on the parties it governs are primarily focused on the approval process for shareholdings in financial sector companies. The Existing Approval Holders must now relinquish their 100% stake in Domestic & General Insurance and the related companies, as per the revocation outlined in the instrument. Conversely, the Applicants, now approved under the instrument, must adhere to the terms of their new approval, ensuring they comply with any conditions or requirements stipulated by the Act or by the regulator, the Australian Prudential Regulation Authority (APRA). Additionally, the Treasurer or the Treasurer’s delegate is required to provide a copy of this instrument to the financial sector company involved, ensuring transparency and compliance with regulatory standards. The notifiable instrument also outlines potential consequences for breaches of the provisions contained within it. While the instrument itself does not specify particular offences, penalties, or civil/criminal consequences, any breach of the Financial Sector (Shareholdings) Act 1998 or the terms of the approval granted could result in enforcement actions by APRA. Such actions may include fines, orders for the divestment of shares, or other regulatory sanctions deemed necessary to ensure compliance with the Act. The penalties for contravening the Act can be significant, potentially involving substantial financial penalties and, in severe cases, criminal charges against individuals responsible for the breach. Compliance with the Act and the terms of the approval is, therefore, crucial to avoid these adverse consequences.

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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.