Applicant
SBI Regional Bank Holdings Co. Ltd.
Case number(s)
202200320
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 15 September 2022
Pathway(s) Significant business assets only 
Investment

The acquisition of shares in Shinsei Bank, Limited (in aggregate approximately 50.03% of the voting rights in Shinsei, and its New Zealand subsidiary UDC Finance Limited). 

Consideration NZ$ 57,000,000 (estimated figure, subject to market prices upon acquisition)
Applicant

SBI Regional Bank Holdings Co. Ltd.
(Japan 55.89%, United States of America 20.30%, United Kingdom 13.27%, Various 10.55%)

Vendor

Shareholders of Shinsei Limited
(Japan 46.37%, United States of America 39.08%, United Kingdom 6%, Various 8.55%) 

Background

The Applicant is a repeat investor. The Applicant is seeking consent under the Act to increase its existing shareholdings and voting rights in, Shinsei Limited (Shinsei). The acquisition of these existing shares in Shinsei were given consent under the Act in 2021 (202100478).  

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

The Applicant currently holds 38.47% of the shares in Shinsei, which carry 48.83% of the voting rights in the Shinsei. The Applicant proposes to increase its existing shareholdings in Shinsei to approximately 39.42%, which will carry approximately 50.03% 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 25%, to over 50%, under section 12(1)(b)(ii) of the Act.  

The Applicant is incorporated in Japan and wholly owned by SBI Holdings, Inc. The Applicant and Shinsei are both Japanese financial institutions, listed on the Tokyo stock exchange.

More information

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