Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No 27 of 2021

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Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No 27 of 2021

 

Financial Sector (Shareholdings) Act 1998

 

 

To: Tango Holdings, Inc. (Delaware) (Tango) and its associates and the persons listed in               Schedule 1 ('the applicants')

 

SINCE:

 

  1. On 25 November 2008, Aspen Insurance Holdings Limited and Aspen (UK) Holdings Limited were granted approval under section 14(1) of the Financial Sector Shareholdings Act 1998 (‘the Act’) to hold a 100% stake in Aspen (UK) Holdings Limited (AIUK), an authorised insurer under the Insurance Act 1973 authorised to carry on insurance business in Australia via its Australia branch (‘existing approval 1’);

 

B.   On 18 November 2014 Aspen Insurance Holdings Limited and its associates were granted approval under section 14(1) of the Act to hold a 100% stake in AIUK and Aspen Fenchurch Limited now Aspen European Holdings Limited (UK Company), each financial sector companies under the Act (‘existing approval 2’);

 

C.  On 11 February 2019, Highland Holdings Ltd Bermuda and its associates were granted approval under section 14(1) of the Act to hold a 100% stake in Highland Holdings Ltd Bermuda now Highlands Bermuda Holdco Ltd, Aspen Insurance Holdings Limited (Bermuda), Aspen European Holdings Limited (UK) and AIUK, each financial sector companies under the Act (‘existing approval 3’);

 

D.  Each of the respective existing approval holders (except for APJ Continuation Limited; Aspen Re America CA LLC and Aspen Re America Risk Solutions LLC, which no longer exist) has requested that existing approval 1, existing approval 2 and existing approval 3 be revoked from the time the applicants are granted an approval to hold a 100% stake in the financial sector companies specified in Schedule 2 ('the financial sector companies');

 

E.   The applicants have applied under section 13(1) of the Act for approval to hold a 100% stake in the financial sector companies specified in Schedule 2;

 

F.   I am satisfied it is in the national interest to grant the approval.

 

I, Sharyn Reichstein, a delegate of the Treasurer:

 

(a)   under section 18(3) of the Act revoke the existing approval 1, existing approval 2 and existing approval 3; and

 

(b)   under section 14(1) of the Act approve the applicants holding a 100% stake in the financial sector companies specified in Schedule 2.

 

The approval commences on the day it is made and remain in force indefinitely.

 

 

Dated: 17 December 2021

 

[Signed]

 

 

 

Sharyn Reichstein General Manager Insurance Division

 

 

Interpretation

 

Act means the Financial Sector (Shareholdings) Act 1998.

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.

unacceptable shareholding situation has the meaning given in section 10 of the Act.

 

Notes

 

Note 1 Under section 14 of the Act, the Treasurer must give written notice of this Approval to the applicant and financial sector company concerned and this instrument will be registered in the Federal Register of Legislation as a notifiable instrument.

 

Note 2 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.

 

Schedule 1 – the persons, in addition to Tango Holdings, Inc. (Delaware), who applied for a new FSSA Approval to hold a stake of 100% in the financial sector companies listed in Schedule 2

 

  • Directors of Tango Holdings, Inc, who are as follows:1
    • Walter Joseph (Jay) Clayton III
    • Marc Rowan
    • Joshua Harris
    • James Belardi
    • Scott Kleinman
    • James C. Zelter
    • Richard Emerson
    • Dr. Kerry Murphy Healey
    • Michael E. Ducey
    • Pamela Joyner
    • Alvin Bernard Krongard
    • Pauline Richards
    • David Simon
    • Marc Alan Beilinson
    • Mitra Hormozi
    • Lynn Swann
  • Aspen Insurance Holdings Limited
  • Aspen European Holdings Limited (UK Company) (formerly Aspen Fenchurch Limited)
  • Highlands Bermuda Holdco Ltd (formerly named Highlands Holdings, Ltd) (Bermuda)
  • AP Highlands Co-Invest, L.P. (Cayman)
  • AP Highlands Holdings, L.P. (Cayman)
  • Apollo Management IX, L.P. (Delaware, USA)
  • APH Holdings, L.P. (Cayman)
  • APO Asset Co., LLC (Delaware, USA)
  • Apollo Global Management, Inc (Delaware)
  • BRH Holdings GP, Ltd
  • Leon Black
  • Joshua Harris
  • Marc Rowan
  • AP Highlands Holdings (GP), LLC (Cayman)
  • AIF IX International Holdings, L.P. (Cayman)
  • Apollo Overseas Partners (892 AIV) IX, L.P. (Cayman)
  • Apollo Advisors IX (EH), L.P. (Cayman)
  • Apollo Advisors IX (EH-GP), LLC (Cayman)
  • Apollo Principal Holdings III GP, Ltd. (Cayman)
  • AIF IX Management, LLC (Delaware, USA)
  • Apollo Management, L.P. (Delaware, USA)
  • Apollo Management G.P., LLC (Delaware, USA)
  • Apollo Management Holdings, L.P. (Delaware, USA)
  • Apollo Management Holdings, G.P.,LLC (Delaware, USA)

 


1 individual shareholdings of directors are yet to be determined:

 

  • APO Corp. (Delaware, USA)
  • Apollo Co-Investment Management, LLC (Delaware, USA)
  • LDB 2014 LLC (5545951) (Delaware, USA)
  • John J. Hannan – as Trustee of Heritage Trust and AB 2011 Trust, BEB 2011 Trust, JMB 2011 Trust and VRB 2011 Trust
  • Richard Ressler – as Trustee of Heritage Trust
  • Barry J. Cohen – as Trustee of Heritage Trust
  • Debra Black – as Trustee of each of ASB 2011 Trust, BEB 2011 Trust, JMB 2011 Trust and VRB 2011 Trust

 

 

 

 

Schedule 2- the financial sector companies

 

  1. Aspen Insurance UK Limited ARBN 128 637 650 (UK Company)

 

2.      Aspen European Holdings Limited (UK Company)

 

3.      Aspen Insurance Holdings Limited (Bermuda)

 

4.      Highlands Bermuda Holdco Ltd, formerly Highlands Holdings Limited (Bermuda)

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the need for regulating significant shareholdings in financial sector companies to ensure financial stability and protect the interests of consumers. This Act empowers the Treasurer to grant or refuse approval for a person to acquire or increase a shareholding in a financial sector company. The policy objective is to prevent unacceptable shareholding situations where a person's shareholding in a financial sector company could lead to a risk to the financial system's stability or integrity. The Australian Parliament is the enacting body for this Act. In this particular instance, the Act is applied to revoke existing approvals held by Aspen Insurance Holdings Limited and its associates for their 100% stakes in various financial sector companies and to grant new approval to Tango Holdings, Inc. (Delaware) and its associates to hold a 100% stake in the specified financial sector companies listed in Schedule 2, in line with the national interest.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities and individuals seeking to hold a stake in a financial sector company, which is defined under section 3 of the Act. This Act imposes a requirement for approval before an entity or individual can hold a stake exceeding 20% in a financial sector company. The approval process is governed by section 14 of the Act, which mandates that the Treasurer must give written notice of the approval to the applicant and the financial sector company concerned. This instrument, as a notifiable instrument, will be registered in the Federal Register of Legislation under section 14 of the Act. The Act has a national reach, applying across Australia, and its provisions are applicable to both domestic and international entities. There are no stated exclusions or exemptions within the Act itself, but the scope of application may be extended or restricted through subordinate instruments. The Act also includes provisions for flow-on approvals under section 19, where an approval granted for a holding company extends to its 100% subsidiaries. The revocation and granting of approval outlined in this instrument is effective from the date of its making and will remain in force indefinitely.

Key Provisions

The main operative sections of the Financial Sector (Shareholdings) Act 1998, as applied in this notifiable instrument, focus on the approval processes for holding significant stakes in financial sector companies. Section 14(1) of the Act allows the Treasurer to grant an approval for a person to hold a stake in a financial sector company, while section 18(3) permits the revocation of such approvals if it is deemed to be in the national interest. In this specific case, sections 14(1) and 18(3) are employed to revoke existing approvals (sections 1, 2 and 3) and to grant a new approval to the applicants to hold a 100% stake in the financial sector companies specified in Schedule 2. The Act imposes obligations on the parties involved, primarily requiring that any person or entity seeking to hold a stake in a financial sector company must obtain the necessary approval from the Treasurer. This includes providing any information requested and adhering to the terms and conditions of the approval. The Act also requires the Treasurer to consider the national interest when making decisions on approvals and revocations, as evidenced by the satisfaction of the delegate, Sharyn Reichstein, that it is in the national interest to grant the new approval and revoke the existing ones. Breaches of the Act or its regulations can lead to civil or criminal penalties. The Act does not specify the exact penalties, but generally, non-compliance with financial sector regulations can result in fines or imprisonment under Australian law. For the purposes of this instrument, the consequences of non-compliance would primarily be the revocation of the approval to hold a stake in the financial sector companies, which could have significant financial and operational implications for the applicants and associated entities.

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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.