Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No. 4 of 2026 – Aspen Insurance UK Limited

Administered by Department of the Treasury

Legislation au F2026N00124 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. 4 of 2026 Aspen Insurance UK Limited

Financial Sector (Shareholdings) Act 1998

To: The Existing Approval Holders named in Schedule 1 and the Applicants named in Schedule 3

 

 

Since:

 

 

  1.             On 17 December 2021, 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 the companies named in Schedule 2, financial sector companies under the Act (the Existing Approval);1

 

  1.             On 23 December 2025, the Existing Approval Holders requested that the Existing Approval be revoked but that the approval for Aspen Insurance Holdings Limited and Aspen European Holdings Limited be regranted in this instrument;
  2.             On 6 October 2025, the Applicants applied to the Treasurer under section 13 of the Act for approval to hold a 100% stake in the financial sector companies named in Schedule 4;

 

  1.             I am satisfied it is in the national interest for the Applicants, Aspen Insurance Holdings Limited and Aspen European Holdings Limited to hold a 100% stake in the financial sector companies named in Schedule 4,

 

 

I, John Huijsen, a delegate of the Treasurer:

 

  1.   under subsection 18(3) of the Act, revoke the Existing Approval commencing six months after the date of this instrument; and

 

  1.   under subsection 14(1) of the Act, approve each of the Applicants, Aspen Insurance Holdings Limited and Aspen European Holdings Limited to hold a 100% stake in the financial sector companies named in Schedule 4, commencing on the day this instrument is made.

 

 

 

1 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 - F2022N00002.

This instrument commences on the day it is made and remains in force indefinitely.

 

 

Date: 12 February 2026

 

 

John Huijsen General Manager

General Insurance and Banking Division Australian Prudential Regulation Authority

 

 

 

 

Interpretation

 

Act means the Financial Sector (Shareholdings) Act 1998.

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.         Tango Holdings, Inc. (Delaware) (Tango) and its associates
  2.         Directors of Tango Holdings, Inc, who are as follows:1
    1.       Walter Joseph (Jay) Clayton III
    2.       Marc Rowan
    3.       Joshua Harris
    4.       James Belardi
    5.       Scott Kleinman
    6.         James C. Zelter
    7.       Richard Emerson
    8.       Dr. Kerry Murphy Healey
    9.         Michael E. Ducey
    10.         Pamela Joyner
    11.       Alvin Bernard Krongard
    12.         Pauline Richards
    13.    David Simon
    14.       Marc Alan Beilinson
    15.       Mitra Hormozi
    16.       Lynn Swann

 

  1.         Aspen Insurance Holdings Limited
  2.         Aspen European Holdings Limited (UK Company) (formerly Aspen Fenchurch Limited)
  3.         Highlands Bermuda Holdco Ltd (formerly named Highlands Holdings, Ltd) (Bermuda)
  4.         AP Highlands Co-Invest, L.P. (Cayman)
  5.         AP Highlands Holdings, L.P. (Cayman)
  6.         Apollo Management IX, L.P. (Delaware, USA)
  7.         APH Holdings, L.P. (Cayman)
  8.     APO Asset Co., LLC (Delaware, USA)
  9.     Apollo Global Management, Inc (Delaware)
  10.     BRH Holdings GP, Ltd
  11.     Leon Black
  12.     Joshua Harris
  13.     Marc Rowan
  14.     AP Highlands Holdings (GP), LLC (Cayman)
  15.     AIF IX International Holdings, L.P. (Cayman)
  16.     Apollo Overseas Partners (892 AIV) IX, L.P. (Cayman)
  17.     Apollo Advisors IX (EH), L.P. (Cayman)
  18.     Apollo Advisors IX (EH-GP), LLC (Cayman)
  1.     Apollo Principal Holdings III GP, Ltd. (Cayman)
  2.     AIF IX Management, LLC (Delaware, USA)
  3.     Apollo Management, L.P. (Delaware, USA)
  4.     Apollo Management G.P., LLC (Delaware, USA)
  5.     Apollo Management Holdings, L.P. (Delaware, USA)
  6.     Apollo Management Holdings, G.P.,LLC (Delaware, USA)
  7.       APO Corp. (Delaware, USA)
  8.     Apollo Co-Investment Management, LLC (Delaware, USA)
  9.     LDB 2014 LLC (5545951) (Delaware, USA)
  10.     John J. Hannan as Trustee of Heritage Trust and AB 2011 Trust, BEB 2011 Trust, JMB 2011 Trust and VRB 2011 Trust
  11.     Richard Ressler as Trustee of Heritage Trust
  12.     Barry J. Cohen as Trustee of Heritage Trust
  13.     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 that Existing Approval Holders have current approval in (approval to be revoked)

  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)

 

 

 

Schedule 3 the Applicants

  1.         Endurance Specialty Insurance Ltd.
  2.         Sompo International Holdings Ltd.
  3.         Sompo Japan Insurance Inc.
  4.         Sompo Holdings, Inc.

Schedule 4 the financial sector companies

 

  1.         Aspen Insurance UK Limited
  2.         Aspen European Holdings Limited
  3.         Aspen Insurance Holdings Limited
  4.         Endurance Specialty Insurance Ltd.
  5.         Sompo International Holdings Ltd.
  6.         Sompo Japan Insurance Inc.

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the need for regulation of significant shareholdings in financial sector companies, thereby protecting the stability and integrity of Australia's financial system. This Act was introduced by the Australian Parliament with the policy objective of ensuring that large shareholdings in financial institutions do not pose undue risks to the financial sector. The Act empowers the Treasurer to approve or revoke the approval of entities holding a stake exceeding 20% in financial sector companies. The Notifiable instrument F2026N00124, issued on 12 February 2026 by John Huijsen, a delegate of the Treasurer, revokes existing approval for certain entities to hold a 100% stake in specified financial sector companies and grants new approval to other entities for the same shareholdings, in accordance with the provisions of the Act.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to the existing and new approval holders seeking to hold stakes in financial sector companies, ensuring that such holdings comply with national financial regulations and standards. The Act pertains to entities and individuals who wish to hold more than 20% of a financial sector company, as defined by the Act. It covers the approval process for significant shareholdings and is administered at the Commonwealth level, thereby having national jurisdiction. The Act allows for the revocation and granting of new approvals through subordinate instruments, such as the instrument in question, which details the revocation of the existing approval for certain companies and the granting of new approval for others. This instrument specifically applies to the listed entities and individuals in Schedules 1 and 3 and the companies in Schedule 4, effective from the date it is made and remains in force indefinitely.

Key Provisions

The main sections of this instrument address the revocation of existing approval and the granting of new approval for certain entities to hold a stake in financial sector companies. Under subsection 18(3) of the Financial Sector (Shareholdings) Act 1998 (the Act), the instrument revokes the existing approval held by Tango Holdings, Inc. (Delaware) (Tango) and its associates for a 100% stake in specified financial sector companies, effective six months after the date of this instrument (section 1). Simultaneously, under subsection 14(1) of the Act, it grants new approval for Aspen Insurance Holdings Limited and Aspen European Holdings Limited to hold a 100% stake in the same financial sector companies, effective from the date this instrument is made (section 2). The obligations and requirements imposed by this Act on the parties involved are primarily centered on the approval process and the maintenance of the specified stakes in financial sector companies. The Existing Approval Holders must comply with the terms of the revocation, ensuring that their stake in the financial sector companies named in Schedule 2 is reduced or transferred in accordance with the Act. The Applicants, listed in Schedule 3, must meet the statutory requirements to hold a 100% stake in the financial sector companies named in Schedule 4. This includes providing necessary documentation and meeting any other conditions stipulated by the Act. The instrument also outlines potential consequences for breach of the Act's provisions. Any failure to comply with the requirements for revoking or granting approval could result in civil or criminal penalties. Under the Act, breaches may lead to fines or imprisonment, depending on the severity of the non-compliance. The maximum penalties are not specified in this instrument but are governed by the overarching provisions of the Financial Sector (Shareholdings) Act 1998. It is imperative for the parties involved to adhere to these regulations to avoid legal repercussions.

Legal classification tags

Area of Law
Financial Sector (Shareholdings)
Instrument
Notifiable instrument
Concepts
Regulatory Standards
Licensing & Registration
Prohibited Conduct

Interactions

Authorises

All Versions

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.