| Decision | Consent granted retrospectively Section 13(1)(a) Overseas Investment Act 2005 |
|---|---|
| Decision maker | Toitū Te Whenua Land Information New Zealand |
| Decision date | 24 July 2025 |
| Pathway | Significant business assets |
| Investment | Acquisition of 100% of the voting rights in SBI Shinsei Bank, Limited Acquisition of 75% of the total securities in SBI Shinsei Bank, Limited |
| Consideration | $1,341,231,665 |
| Applicants | SBI Regional Bank Holdings Co. Ltd and SBI Holdings, Inc Japan 66% United States of America 19% United Kingdom 8% Various 7% |
| Vendors | Shareholders of SBI Shinsei Bank, Limited Japan 66% United States of America 19% United Kingdom 8% Various 7% |
| Background | The Applicants are associated companies undertaking financial services in Japan and overseas. The Applicants have previously obtained consent to acquire interests in SBI Shinsei Bank, Limited, including in 2023 to increase their existing interests. This was a retrospective application as consent had not been obtained for subsequent increase in interests. As a result of the transactions, the Applicants increased their control in UDC Finance Limited, a wholly owned New Zealand subsidiary of SBI Shinsei. Since 2023, the Applicants have increased their interests in Shinsei through three unrelated transactions without consent. The result is that the Applicants now hold 75% of securities and 100% of voting rights entitlements. The Applicants self reported the breach to LINZ when they became aware of the breach and retrospective consent was considered to be appropriate due to the nature of the breach. Consent was granted as the Applicants have met the investor test criterion. |
| More information | Joshua Pringle Chapman Tripp (Auckland) PO Box 2206 Auckland 1140 |
| Retrospective penalty | $40,000 |