Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more than 20% No. 6 of 2022

Administered by Department of the Treasury

Legislation au F2022N00131 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. 6 of 2022

Financial Sector (Shareholdings) Act 1998

 

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

 

 

SINCE

 

  1. On 6 September 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 Domestic & General Insurance Plc ABN 11 124 040 768 ('Domestic & General Insurance'), an authorised insurance company, and the then financial sector companies of Domestic & General Insurance (‘the Existing Approval’);

 

B.                  On 21 January 2022 the Existing Approval Holders requested that the Existing Approval be revoked;

 

C.                 On 21 January 2022 the Applicants applied to the Treasurer under section 13 of the Act, to hold a 100% stake in Domestic & General Insurance and each of the financial sector companies as set out in Schedule 3; and

 

D.                 I am satisfied that it is in the national interest for each Applicant 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: 10 June 2022

 

 

Sharyn Reichstein General Manager Insurance Division

 

 

 

Interpretation

 

In this instrument:

authorised insurance company has the meaning given in section 3 of the Act.

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.

 

Notes

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. 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);
  8. CVC Capital Partners Fund Holdings Limited (Registered no. 132086);
  9. CVC Capital Partners VII Limited (Registered no. RC122497);
  10. CVC Capital Partners Investment Europe VII L.P. (Registered no. LP2334);
  11. CVC Capital Partners VII (A) L.P. (Registered no. LP2333);
  12. CVC Capital Partners VII Associates L.P. (Registered no. LP2440);
  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. Domestic & General Insurance Plc (Registered no. 00485850, UK);
  29. Abu Dhabi Investment Authority (LEI no. J1Y4PL5OEWM2K0OMTW95);
  30. Silver Holdings S.A. (LEI no. 222100D1GIMIQH763G11); and
  31. 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);
  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 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 regulate the ownership and control of financial sector companies, ensuring that the financial system is stable and operates effectively. This Act addresses the problem of potentially harmful concentrations of ownership and control in the financial sector by requiring certain entities to obtain approval before acquiring a significant interest in a financial sector company. The Australian Parliament enacted this legislation, with a policy objective of maintaining financial stability and protecting consumers by preventing undue concentration of control in the financial sector. The notifiable instrument issued under this Act revokes the existing approval for certain entities to hold a 100% stake in Domestic & General Insurance Plc and its financial sector companies, and grants new approval for the same entities to hold a 100% stake in these companies, considering it to be in the national interest.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to entities that hold a stake in an authorised insurance company, specifically targeting those that hold a stake exceeding 20% of the company. This Act applies to the entities listed in Schedule 1 and Schedule 2 of the instrument, which includes both the existing approval holders and the applicants seeking new approval. The Act’s jurisdiction covers the Commonwealth of Australia, affecting entities both within and outside Australia. The Act extends its application through subordinate instruments, such as flow-on approvals for financial sector companies that are 100% subsidiaries of a holding company. These flow-on approvals are provided under section 19 of the Act. Notably, the Act does not specify any exclusions or exemptions, but its provisions are designed to ensure that the national interest is safeguarded in the financial sector, particularly in relation to shareholdings in authorised insurance companies.

Key Provisions

The main operative sections of the legislation (F2022N00131) concern the revocation of existing approval to hold a stake in a financial sector company and the granting of new approval to hold a stake in a financial sector company of more than 20%. According to the legislation, the existing approval granted to the parties listed in Schedule 1 will be revoked on and from 31 October 2022, as per subsection 18(3) of the Financial Sector (Shareholdings) Act 1998. Simultaneously, new approval will be granted to the applicants listed in Schedule 2 to hold a 100% stake in Domestic & General Insurance and each of the financial sector companies set out in Schedule 3, as per paragraph 14(1)(a) of the Act. The approval will commence on the date it is made and will remain in force indefinitely. The obligations imposed by the Act require the existing approval holders to surrender their approval to the Treasurer, and the applicants to submit a request for approval to the Treasurer under section 13 of the Act. The legislation also requires the Treasurer or the Treasurer’s delegate to give a copy of the instrument to the financial sector company, as per Note 2 of the legislation. Failure to comply with the obligations imposed by the Act may result in civil or criminal consequences, including penalties. The maximum penalties for breaches of the Act are not specified in the legislation, but may include fines, imprisonment, or both.

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Area of Law
Finance & Banking Law
Instrument
Statutory Instrument
Concepts
Delegated & Subordinate Legislation
Reporting & Disclosure Obligations
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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.