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Our Financial Services & Insurance industry group is at the forefront of development across this complex, highly regulated and constantly changing sector. We are closely involved with all aspects of financial services, so we understand fully the operational and regulatory issues that the industry faces. Our specialist lawyers practice in the areas of banking, superannuation, funds and life and general insurance. We have unparalleled experience in and understanding of financial product advice and distribution, whether through aligned dealer groups or the open market.
Financial services is one of the core industry groups on which Minter Ellison is founded. We act for the Big Four banks and other major financial services organisations in Australia and overseas. We provide commercially astute advice in M&A, capital markets, banking & finance, insurance, corporate governance, regulatory matters, tax, restructuring & insolvency, outsourcing and competition.
We are active participants in the key financial services industry associations, contributing to the policy debate and submissions to government on regulatory change. We invest the time to develop innovative products and solutions for our financial services clients to assist them comply with licensing and other financial services regulations.
We also have extensive experience in dealing with regulators — such as ASIC, APRA, ACCC, ASX, State Revenue Office and the ATO — and understand the regulatory outcomes they are trying to achieve.
Minter Ellison has been active in relation to the federal government's introduction of a shorter product disclosure statement (PDS) regime for margin loans, superannuation and managed investment schemes, which must be complied with by 22 June 2012. We advised on submissions made by the Financial Services Council, hosted client workshops and, more recently, we have reviewed draft PDSs, advising on technical issues, liaising with regulators, and advising on due diligence procedures for a number of clients.
Advised on the stablishment of a A$150 million revolving cash advance and bank guarantee facilities to the newly-formed SCA Property Group in connection with the spin-off of Woolworths' property portfolio in Australia and New Zealand (consisting of 69 neighbourhood, sub-regional and freestanding shopping centres) valued at approximately A$1.4 billion.
Acted for Suncorp on its A$128.5m sale of the Tyndall asset management business to Nikko Asset Management. Suncorp remains Tyndall's major client, creating an important strategic customer partnership going forward, and approximately A$18bn of Suncorp directed funds continue to be managed by Tyndall Investments.
Advising Morgan Stanley Australia Securities Limited and Macquarie Capital (Australia) Limited in relation to their roles as joint lead managers of the Watermark Market Neutral Fund Limited (Watermark) initial public offering (IPO). Watermark is seeking to raise up to $120 million under the IPO and to list on ASX Limited as a 'listed investment company'.
Acted, together with other professional advisors, on the establishment of Third Link Growth Fund, Australia's first 'not for profit' managed investment fund. Third Link provides investors with all the benefits/rewards of a traditional investment fund and at the same time provides an annuity stream to the not for profit sector through an organisation called Social Ventures Australia. All management fees received by the Fund, net of expenses incurred, will go to support the non-profit sector.
Acted for Insurance Australia Group Limited (IAG) on the proposed $1.85 billion acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Limited, the number 1 and number 5 general insurers in Australia respectively. ACCC approval has been granted after close analysis but without the ACCC releasing a Statement of Issues. Acquiring an insurance group of companies out of a major retail group not only raises issues of inherited compliance risk, but also the potential risk of joint and several liability for consolidated tax group obligations of the wider group. This necessitated due diligence of past returns, existing income tax and GST sharing agreements and processes for clear exit, in addition to a detailed review of the tax compliance and risk management history of the target entities, as well as negotiating comprehensive tax warranties and indemnity as part of the share sale documentation.
Advising AXA on the acquisition of the Challenger Financial Planning business (including Genesys Wealth Advisers, Associated Planners and the Synergy platform) and simultaneous sale to Challenger of AXA's annuities business.
Minter Ellison and Allen & Overy acted as joint legal advisers to the Lloyds Banking Group on the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI) to Westpac Banking Corporation for approximately A$1.55 billion in total. The sale comprises a motor vehicle finance book of A$3.9 billion, equipment finance book of A$2.9 billion and a corporate loan portfolio of A$1.6 billion. As part of the above, we advised in relation to all matters arising from the sale of the seven Bella securitisation transactions. We also advised on the novation and valuation mechanisms in relation to a large number of derivatives exposures. It is very unusual in the Australian market for a bank to completely sell down its participation in its sponsored securitisation programme, and its full derivatives book. We also provided Australian competition law advice. The transaction was time critical and the merger parties worked extensively with the ACCC to address concerns raised in its initial market enquiries and obtained clearance for the transaction within 39 review days, without the ACCC releasing a Statement of Issues.
Acted for Commonwealth Bank of Australia in respect of a $75 million construction facility provided to the Golden Group to fund a large-scale refurbishment of the May Holman Centre on St Georges Terrace, to be renamed 'Golden Plaza'.
Advised on the A$193 million senior and mezzanine construction finance facilities for the mixed use development of 'East Village', Zetland, NSW, comprising a commercial/retail building and 4 residential apartment buildings.
Advised on the provision of a $162 million facility to assist CBD Property Pty Ltd with the construction of a mixed use (residential, retail and commercial office) building, including 558 residential apartments, at 568 Collins Street, Melbourne.