Revocation of existing approval and granting of new approval to hold a stake in a financial sector company of more then 15% - HGH Capital Pty Limited

Administered by Department of the Treasury

Legislation au C2012G00455 In force Gazette

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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 15%

Financial Sector (Shareholdings) Act 1998

To: HGH Capital Pty Limited ACN 139 862 516 as trustee for the HGH Capital Investment Trust (HGH) and the person(s) named in the attached Schedule as Old Associates and New Associates.

 

SINCE

 

  1. HGH and the Old Associates hold an approval dated 3 December 2010 (the existing Approval) under subsection 14(1) of the Financial Sector (Shareholdings) Act 1998 (the Act), to hold a stake of 19.9% in NobleOak Life Limited ABN 85 087 648 708 (the Company), a financial sector company under the Act;

 

B.                 HGH and the Old Associates have requested that the existing Approval be revoked;

 

C.                 HGH, the Old Associates and the New Associates (the new applicants) have applied for an approval under section 13 of the Financial Sector  (Shareholdings) Act 1998 (the Act), to hold a stake of more than 15% in the Company; and

 

D.                 I am satisfied it is in the national interest to approve the new applicants holding a stake in the Company of more than 15%.

 

I, Bruno Omizzolo, a delegate of the Treasurer, under subsection 18(3) of the Act, REVOKE the existing Approval, and under subsection 14(1) of the Act, APPROVE the new applicants holding a stake in the Company of 80%.

 

Under subsection 16(1) of the Act, this Approval is subject to the conditions set out in the attached Schedule.

This instrument comes into force on the date it is signed. The Approval under the instrument remains in force indefinitely.

Dated: 3 December 2012

 

[Signed]

 

Bruno Omizzolo

Acting General Manager

Specialised Institutions Division

South West Region

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.

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

 

 

Note 1 Under paragraph 16(2)(a) of the Act, the Treasurer may, by written notice given to a person who holds an Approval under section 14, impose one or more conditions or further conditions to which the Approval is subject. Under paragraph 16(2)(b) of the Act, the Treasurer may revoke or vary any conditions imposed under paragraph 16(2)(a) of the Act or specified in the Notice of Approval. The Treasurer’s powers under subsection 16(2) may be exercised on the Treasurer’s own initiative or an application made to the Treasurer in accordance with the requirements of subsection 16(4) of the Act, by the person who holds the Approval (see subsection 16(3) of the Act).

Note 2 A person who holds an Approval under section 14 of the Act may apply to the Treasurer under subsection 17(1) of the Act, to vary the percentage specified in the Approval.


Note 3 Under subsection 17(6) of the Act, the Treasurer may, on the Treasurer’s own initiative, by written notice given to a person who holds an Approval under section 14, vary the percentage specified in the Approval if the Treasurer is satisfied it is in the national interest to do so.

 

Note 4 The circumstances in which the Treasurer may revoke a person’s Approval under section 14 are set out in subsection 18(1) of the Act.

 

Note 5 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.

 

Note 6 Under section 14 of the Act, the Treasurer must give written notice of this Approval to the applicant and financial sector company concerned and must publish a copy of this notice in the Gazette.

 

Note 7 Under section 11 of the Act, a person or 2 or more persons under an arrangement are guilty of an offence if the person(s) acquires shares in a company and the acquisition has the result, in relation to a financial sector company, that:

(i)                  an unacceptable shareholding situation comes into existence; or

(ii)                if an unacceptable shareholding situation already exists in relation to the company and in relation to a person – there is an increase in the stake held by the person in the company;

 

and the person(s) was reckless as to whether the acquisition would have that result. A maximum penalty of 400 penalty units applies or by virtue of subsection 4B(3) of the Crimes Act 1914, in the case of a body corporate, a penalty not exceeding 2,000 penalty units. By virtue of section 39 of the Act, an offence against section 11 is an indictable offence.

 

Note 8 Under section 32(3) of the Act, if a person has engaged in or is proposing to engage in any conduct in contravention of a condition to which an approval under section 14 is subject, the Federal Court may, on the application of the Treasurer, grant an injunction:

(i)                  restraining the person engaging in the conduct; and

(ii)                if in the court’s opinion, it is desirable to do so, requiring the person to do something.

 


SCHEDULE – the person(s) who applied for approval

 

Old Associates:

 

Gant Super Pty Ltd ACN 123 104 101 as the trustee for Quay Superannuation Fund

Jasmah Investments Pty Ltd ACN 116 326 544 as the trustee for The Jasmah Investments Trust

TK Consulting (Aust) Pty Ltd ACN 097 409 286 as the trustee for The Hamman Family Trust

 

 

New Associates:

 

Graeme Lance Robertson

Cobblyn Investments Pty Ltd ACN 119 510 191 as trustee for Warrand Family Trust

David Joseph Mason

Intrasia Capital Pty Ltd ACN 141 854 695

Simon Christopher Harvey

Kim David Cannon & Aspasia Elizabeth Cannon as trustees for The Nationale Super Fund Account

RBH Superannuation Pty Ltd ACN 092 639 953 as trustee for The Hall Superannuation Plan

Coffs Harbour Investments Pty Ltd ACN 120 737 644 as trustee for The Coffs Harbour Investment Trust

Julie McConaghy

Emery Feyzeny

Judy Feyzeny as trustee for Pluvial Super Fund

Frank George Harrison

Ronald Lynn

Debra Thomas

Max Press

Barbara Press

 

 

 


 

SCHEDULE – the condition imposed on this Approval

 

  1. Neither an Old Associate nor a New Associate may hold more than 20% of the voting power exercisable in respect of the shares of the Company.

 

 

 

Voting power  has the meaning given clause 9 of Schedule 1 to the Act

 

Overview

The Financial Sector (Shareholdings) Act 1998 was enacted to address the need for regulatory oversight on shareholdings in financial sector companies, ensuring that such shareholdings do not compromise the stability and integrity of the financial system. This Act was introduced by the Australian Parliament with a policy objective to prevent unacceptable shareholding situations that could potentially lead to undue influence or control over financial sector companies. This instrument, C2012G00455, represents an application of the Act, revoking an existing approval and granting a new approval for HGH Capital Pty Limited and its associates to hold a stake in a financial sector company, NobleOak Life Limited, exceeding 15%. The revocation and new approval were authorised by Bruno Omizzolo, a delegate of the Treasurer, who determined that it was in the national interest to allow this shareholding structure, subject to specific conditions that limit the voting power of the associates to 20%. This decision was made under the powers conferred by the Act, which allows the Treasurer to impose conditions on approvals and revoke or vary such approvals if necessary.

Scope and Application

The Financial Sector (Shareholdings) Act 1998 applies to any person or entity seeking to hold a stake in a financial sector company of more than 15%. The Act specifically governs the approval of shareholdings in financial sector companies, and the approval process is overseen by the Treasurer of Australia. This Act has a Commonwealth reach, meaning it applies nationally across Australia. The Act provides a mechanism for the Treasurer to approve or disapprove shareholdings in financial institutions to ensure they are not under undue influence or control that could threaten financial stability. The Act includes provisions for the revocation of existing approvals and the imposition of conditions on new approvals, as seen in the revocation of HGH Capital Pty Limited's existing approval and the granting of a new approval with conditions. The Act also allows for the extension or restriction of its application through subordinate instruments, such as the conditions imposed on this specific approval that neither Old Associates nor New Associates may hold more than 20% of the voting power in the company. The Act is enforced through penalties for non-compliance and the power of the Federal Court to grant injunctions against persons contravening conditions of their approvals.

Key Provisions

The main operative sections of the Financial Sector (Shareholdings) Act 1998 (the Act) involved in this legislation are sections 14, 16, and 18. Section 14(1) allows for the granting of approval to hold a stake of more than 15% in a financial sector company, subject to conditions. Section 16(1) enables the Treasurer to impose conditions on the approval, and Section 18(3) allows the Treasurer or their delegate to revoke an existing approval. In this case, the existing approval held by HGH Capital Pty Limited and the Old Associates has been revoked (subsection 18(3)) and a new approval has been granted to HGH, the Old Associates, and the New Associates to hold a stake of 80% in NobleOak Life Limited, subject to the conditions outlined in the attached Schedule (subsection 14(1)). The obligations and requirements imposed by the Act on the parties governed by this legislation are primarily centred around obtaining approval for holding a significant stake in a financial sector company and adhering to any conditions imposed by the Treasurer. HGH Capital Pty Limited and the Old Associates must comply with the conditions outlined in the attached Schedule, specifically that neither an Old Associate nor a New Associate may hold more than 20% of the voting power exercisable in respect of the shares of the Company. This ensures that the shareholding structure and voting power remain within the approved limits set by the Act. Under the Act, there are potential civil and criminal consequences for breaches of the Act and its conditions. Section 11 of the Act provides that a person or 2 or more persons under an arrangement are guilty of an offence if the acquisition of shares in a company results in an unacceptable shareholding situation or an increase in the stake held by a person, and the person(s) was reckless as to whether the acquisition would have that result. A maximum penalty of 400 penalty units applies for individuals, and 2,000 penalty units for a body corporate. Under section 32(3) of the Act, if a person has engaged in or is proposing to engage in any conduct in contravention of a condition to which an approval under section 14 is subject, the Federal Court may, on the application of the Treasurer, grant an injunction restraining the person from engaging in the conduct and, if desirable, requiring the person to do something. An offence against section 11 is an indictable offence under section 39 of the Act.

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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.