Regulatory issues threaten Heartland Group's proposed takeover of TSB
In this story Reserve Bank of New Zealand, Deloitte, TSB Bank
The Reserve Bank has requested an independent report into TSB following reported issues with the bank's capital and liquidity ratios. Heartland Group Holdings has acknowledged that these regulatory developments could impact its attempt to acquire the Taranaki-based bank.
Key facts
5 facts
- TSB reported issues with its capital and liquidity ratio computations and reporting.

- The Reserve Bank issued a Section 95 notice requiring an independent report.

- Deloitte has been appointed to conduct the independent review.

- The report is due to the Reserve Bank in November.

- TSB was fined $2.47 million in August 2024 by the High Court in Auckland.

The full story
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The Reserve Bank has requested that TSB commission an independent report following the bank's self-reporting of issues regarding its capital and liquidity ratio computations. This request was made via a Section 95 notice under the Banking (Prudential Supervision) Act 1989. The independent report is being prepared by Deloitte and is expected to be delivered to the regulator in November.![]()
Heartland Group Holdings, which is attempting to acquire TSB from the Toi Foundation, has acknowledged that the review could have implications for the deal. Heartland chief executive Andrew Dixson stated, “We take regulatory matters very seriously and will consider any relevant findings from the review, including any implications for the Proposed Transaction, as the review progresses”.![]()
The proposed acquisition remains subject to several conditions, including regulatory approvals, Heartland shareholder approval, and the TSB Material Adverse Change condition. Dixson noted that if the review outcomes differ materially from current knowledge, the transaction may not complete even if shareholders approve it.![]()
TSB has faced recent legal and regulatory challenges, including an August 2024 High Court fine of $2.47 million for recklessly charging high loan and default fees. Earlier this month, the bank appeared in the Auckland High Court regarding lending law breaches that highlighted weaknesses in risk control and governance.![]()
Where reports differ
Compiled from reports by The Post.