Applicant
SBI Regional Bank Holdings Co. Ltd.
Case number(s)
202300185
Decision date
Type
Decision
Decision

Consent granted
Section 13(1)(c) Overseas Investment Act 2005

Decision maker Toitū Te Whenua Land Information New Zealand
Decision date 2 May 2023
Pathway(s) Significant business assets only
Investment Acquisition of shares in SBI Shinsei Bank Limited (in aggregate approximately 77% of total voting rights in Shinsei, and its New Zealand subsidiary UDC Finance Limited.
Consideration NZ$1,659,043,200 (estimated figure based on market prices, subject to change)
Applicant

SBI Regional Bank Holdings Co. Ltd.
(Japan 60.1%)
(USA 20.7%)
(UK 9.0%)
(Various 10.2%)

Vendor Shareholders of SBI Shinsei Bank, Limited
(Japan 60.1%)
(USA 20.7%)
(UK 9.0%)
(Various 10.2%)
Background

The Applicant has gained consent to increase its existing shareholdings and voting rights in SBI Shinsei Bank, Limited (Shinsei). 
     
The applicant is incorporated in Japan and wholly owned by SBI Holdings, Inc.  SBI Holdings, Inc. and. Shinsei are both listed on the Tokyo Stock exchange. Shinsei is a Japanese financial institution.

The Applicant received consent to acquire the existing shares in Shinsei in 2021 (case 202100478) and 2022 (case 2022000276).

Shinsei wholly owns a Ne w Zealand subsidiary, UDC Finance Limited (UDC). Shinsei acquired UDC in 2020, which was subject to consent (case 202000276).

The Applicant currently holds 39.44% of the shares in Shinsei, which carry 50.05% of the voting rights. The Applicant proposes to increase its existing shareholding in Shinsei to a maximum of approximately 76.69%, which will carry approximately 77.00% of the voting rights in Shinsei.

The transaction will not result in any change to the day-to-day operation and control of the New Zealand subsidiary, UDC.

This transaction requires consent, as it is an increase in an existing control interest of above 50%, to over 75%, under section 12(1)(b)(ii) of the Act.

Consent was granted as the Applicant has met the investor test criterion.

More information

Joshua Pringle
Chapman Tripp (Auckland)
PO Box 2206
Auckland 1140