December 2005 decisionsYet more retirement villages bought by Macquarie and FKP… … and Qualcare Holdings buys 16 aged care facilities GE Finance takes over Pacific Retail’s finance operations for $625 million Goodyear takes full control of South Pacific Tyres NZ TrustPower buys land in Wairau Valley, Marlborough for hydro development Iron Mountain (US) takeover of Sirva (US) reveals unapproved acquisition Christchurch Mt Pleasant land to Neil Construction for subdivision … Luxembourg half owner of Pohuenui Island takes full ownership Burns Philp restructures Goodman Fielder, buys NZ Dairy Foods, for IPO
Yet more retirement villages bought by Macquarie and FKP…Global Retirement Trust, owned 50% by Macquarie Bank Limited of Australia and 50% by FKP Limited of Australia, has approval to acquire “three retirement villages situated in the Auckland region known as the Hillsborough Heights Village, Hibiscus Coast Village, and the Longford Park Village, and the shares in the retirement villages management companies” for a suppressed amount from Private Life Care of New Zealand Limited and PLC Longford Limited, owned 99% by John Michael Cronin and Wayne Robert Adsett, and 1% by Gordon John Bethell, all of Aotearoa.
The acquisition includes 18 hectares comprising
The OIO states:
The Applicant, or a wholly owned subsidiary of the Applicant, proposes to acquire three retirement villages situated in the Auckland region known as the Hillsborough Heights Village, Hibiscus Coast Village, and the Longford Park Village, and the shares in the retirement villages management companies.
A wholly owned subsidiary of the Applicant previously received consent to acquire 100% of the shares in Metlifecare Limited which owns and is the operator of 13 retirement villages throughout New Zealand, incorporating nine nursing homes and six hospitals, providing care to over 2,000 residents.
The proposed acquisition is part of the current focus of the Applicant to expand further in New Zealand with a view to developing a world class retirement village business.
The OIO decision referred to above regarding Macquarie and FKP’s takeover of Metlifecare was in October 2005. See our commentary for that month for further details.
[Decision number 200520097.] … and Qualcare Holdings buys 16 aged care facilitiesQualcare Holdings Limited has approval to acquire Elrond Group Holdings Limited from Greg Tomlinson and Graham Paull of Aotearoa as trustees of the Brandywine Trust (70%) and St Laurence Property & Finance Limited of Aotearoa, (30%).
The actual transactions that occurred are not clear. The OIO gave two almost identical approvals. One included sensitive land: 0.59 hectares at Marina Cove Village, Waikawa Road, Picton Marlborough, which adjoins an “esplanade reserve, esplanade strip, recreation reserve, a road or a Maori reservation, that adjoins the sea or a lake.” This was for $110,660,000 [Decision number 200520092]. The second did not include any land and was for $77,400,000 [Decision number 200520093].
Qualcare is owned 34% by minority shareholders in Australia, 30% by Hermitage Holdings Limited as trustee for the Hermitage Trust of Aotearoa, 11.44% by minority shareholders in Singapore, 10% by Kerry Grant McIntosh and Michael Tinkler of Aotearoa as trustees of the Icarus Trust, 5.46% by minority shareholders in the U.S.A., 4.16% in the Netherlands, 2.86% in the United Kingdom, and 2.08% in Switzerland.
According to the OIO,
The proposed investment is part of a management buy-in and buy-out of Elrond Group Holdings Limited (Elrond) and the aged care facilities and retirement villages operated by the Qualcare Vendors. The Applicant proposes to acquire 100% of the shares in Elrond and the business operations and assets of the entities known as the Qualcare Vendors. The proposal will result in the acquisition of 16 aged care facilities (including private hospitals) and retirement villages owned by Elrond and the Qualcare Vendors, and situated in Auckland, Tauranga, Hamilton, Wellington, Picton, Nelson, Blenheim, Rangiora, Christchurch, and Ashburton. The Applicant and Ironbridge Capital (Ironbridge) can provide the financial resources and business acumen necessary to develop the business to its full capacity. The investment will also facilitate the streamlining of the business of Elrond and the Qualcare Vendors into one group. The investment will enable the current New Zealand majority vendor to continue managing and operating the businesses and retain an ownership interest in the Applicant. GE Finance takes over Pacific Retail’s finance operations for $625 millionGE Finance and Insurance, owned by General Electric Company of the U.S.A., has approval to acquire the consumer finance business of Pacific Retail Services Limited, including Simply Insurance New Zealand Limited for approximately $625,000,000 “subject to final determination between the parties”, from Pacific Retail Services Limited which is owned 81.32% by Eric Watson of Aotearoa, 6.855% by minor shareholders in Aotearoa, 6.069% by AXA SA of France, and 5.756% by minor shareholders in Australia.
The OIO states:
The Applicant, GE Finance and Insurance (GEFI), is part of the consumer finance division of the United States of America conglomerate, General Electric Company (General Electric). General Electric operates a wide range of manufacturing and service divisions around the world though six business units, GE Infrastructure, GER Industrial, GE Commercial Financial Services, NBC Universal, GE Healthcare, and GE Consumer Finance. GEFI’s business includes sales finance, personal loans, auto loans, and insurance. GEFI proposes to acquire the consumer finance businesses of Pacific Retail Services Limited (PRS) including PRS’s shares in Simply Insurance New Zealand Limited, and PRS’s subsidiaries Pacific Retail Finance Limited, and Montreal Financial Services Limited. The acquisition will enable GEFI to broaden its distribution and extend its range of financial services.
[Decision number 200520105.] Goodyear takes full control of South Pacific Tyres NZGoodyear Tire and Rubber Company of the U.S.A. has approval to acquire the 50% of South Pacific Tyres NZ Limited it does not already own for $14,156,285 from Pacific Dunlop Tyres Pty Limited, itself owned by Ansell Limited (formerly known as Pacific Dunlop Limited (Australia)) of Australia.
The OIO states:
The proposal is for the Applicant to acquire the 50% holding of Pacific Dunlop Holdings (NZ) Limited (PDL) in South Pacific Tyres NZ Limited (SPTNZ) so that SPTNZ becomes a wholly owned subsidiary of the Applicant. This proposal is a result of restructuring of the present partnership in Australia and New Zealand. PDL has recently sold a number of its substantial and successful business assets in order to retire corporate debt. The Applicant is the World’s leading tyre company and has been in business in New Zealand since prior to 1917 and since 1987 has been involved in SPTNZ. Since that time it has provided technology and business skills to SPTNZ. The proposal will ensure a continuation of the benefits already provided to SPTNZ.
[Decision number 200520103.] TrustPower buys land in Wairau Valley, Marlborough for hydro developmentIn a decision originally almost wholly suppressed but for which further (but still not all) information was released on appeal in March 2007, Follies Limited, owned by TrustPower, in turn owned 23.77% by Alliant Energy Corporation of the U.S.A., 35.18% by Infratil Limited of Aotearoa, 28.56% by Tauranga Energy Consumers Trust of Aotearoa, and 12.49% by minority shareholders in Aotearoa, has approval to acquire 93 hectares at State Highway 63, Wairau Valley, Marlborough for a still suppressed amount from Christopher John Smart of Aotearoa.
According to the OIO,
TrustPower has identified an opportunity to develop a hydro-electric scheme in the Wairau Valley in the Marlborough region. The proposed scheme is an extension of the Branch hydro electric scheme owned by TrustPower. Under the project, part of the Wairau river flow would be diverted into the existing Branch scheme and the water conveyed through interconnecting canals and penstocks to five new generating stations. TrustPower proposes to acquire the subject property to enable it to proceed with construction of the project once resource consents are granted under the Resource Management Act. In particular, it is intended that Power Station No. 2 and the steel pipe conveying the water to the power station will be built on the land.
Further details remain suppressed. [Decision number 200520098.] Iron Mountain (US) takeover of Sirva (US) reveals unapproved acquisitionIM New Zealand Holdings ULC, owned by Iron Mountain Incorporated of the U.S.A., has approval to acquire Sirva (New Zealand) Limited, including 0.99 hectares of leasehold at 10-12 Autumn Place, Penrose, Auckland, for $30,650,320 from Sirva (Australia) Pty Limited, owned by Sirva, Inc. of the U.S.A..
According to the OIO,
The Applicant is a subsidiary of Iron Mountain Incorporated (Iron Mountain), a company incorporated in the United States of America and listed on the New York Stock Exchange. Iron Mountain is an international full service provider of records and information management services and other related services. Iron Mountain operates in the United States of America, Canada, Europe, and Latin America. The Applicant proposes to acquire 100% of Sirva (New Zealand) Limited, which trades as Pickfords Records Management. The acquisition represents an opportunity for Iron Mountain to expand into New Zealand as part of a proposed expansion into the Asia/Pacific region.
[Decision number 200520096.]
This approval is preceded by a retrospective approval for Sirva to acquire the land involved. The land “includes/adjoins land that exceeds 0.4 hectares which is provided as a reserve, a public park, for recreation purposes, or a private open space”. It is not made clear when the land was acquired, but obviously Sirva had been leasing the land without approval, a situation which was presumably uncovered when the above application was made.
In this retrospective consent, Sirva (New Zealand) Limited, owned by Sirva, Inc. of the U.S.A., has approval to acquire the above 0.99 hectares of leasehold for $3,174,391 from Pacific Oriental Holdings Limited of Aotearoa.
The OIO states:
The Applicant is a subsidiary of Sirva (Australia) Pty Limited, which in turn is a wholly owned subsidiary of Sirva, Inc, a company incorporated in the United States of America and listed on the New York Stock Exchange. Sirva (Australia) Pty Limited and its wholly owned subsidiaries operate one of Australasia’s leading records management businesses under the name of Pickfords Records Management. This application is for a retrospective consent for the Applicant to acquire a leasehold interest in the subject land.
[Decision number 200520095.] Christchurch Mt Pleasant land to Neil Construction for subdivision …Neil Construction Limited, owned by the Tiong Family of Malaysia, has approval to acquire 2.4 hectares at 300 Major Hornbrook Road, Mount Pleasant, Christchurch, Canterbury for $2,418,750 from Millicent Jean Scott and the Estate of the late John Sommerville Scott of Aotearoa.
The OIO states:
The Applicant proposes to acquire the subject property to add it to the company’s portfolio of land for residential subdivision. The property is zoned Living Hills under the Christchurch City Council’s Operative District Plan and is currently utilised by the vendors for casual grazing. The Applicant proposes to undertake a residential subdivision development which will provide sections to assist in meeting the demand for residential lots in the Christchurch region. It is expected that the development of the property will result in 25 residential sites. The development will be undertaken in one stage commencing in the mid 2006.
[Decision number 200520099.] … and in Hills Road tooNeil Construction Limited, owned by the Tiong Family of Malaysia, has approval to acquire 5.7 hectares at 409 Hills Road, Christchurch, Canterbury for $2,823,750 from Strategic Finance Limited of Aotearoa.
According to the OIO,
The Applicant proposes to acquire the subject property to add it to the company’s portfolio of land for residential subdivision. The property is zoned Living 1 under the Christchurch City Council’s Operative District Plan. The Applicant proposes to undertake a residential subdivision development which will provide sections to assist in meeting the demand for residential lots in the Christchurch region. It is expected that the development of the property will result in 45 residential sites. The development will be undertaken in one stage commencing in 2006.
[Decision number 200520104.] Luxembourg half owner of Pohuenui Island takes full ownershipGarden Bay Resort Limited, owned by Andreas Fellmann of Luxembourg, has approval to acquire 100% ownership of Pohuenui Nature Resort Limited which owns 2,122 hectares at Pohuenui, Pelorous Sound, Marlborough for $4,970,229 from Montgreenan Holdings Limited owned by Gunter Thiel of Luxembourg. Thiel, through Montgreenan Holdings, had previously owned 50% of the property.
As the OIO explains:
Consent was granted for Pohuenui Nature Resort Limited (Pohuenui) to acquire the property known as Pohuenui Island, situated at the entrance of Pelorus Sound, on 30 July 2002. The property is actually a peninsula connected to the South Island by a narrow strip of land, however access is by sea and air only. Consent was granted on 12 February 2004, for the current shareholders Montgreenan Holdings Limited (MHL) and Garden Bay Resort Limited (GBR) to acquire the shareholding held by Vladi Private Islands (Pacific) Limited (VPI). Consent is now sought for GBR to acquire 100% of the shareholding in Pohuenui by acquiring the shares held by MHL.
Over the past 13 years Pohuenui Island has been developed as a combined farm and tourist operation. Approximately 520 hectares are utilised for sheep farming with the balance of the property in various stages of regenerating native bush. The land operates as a tourist accommodation business for up to 28 guests and contains a 5 bedroom homestead, a 3 bedroom cottage (the farm manager’s house), a sleepout, a self-contained treehouse, backpackers accommodation, a cookhouse with accommodation, a woolshed, and a two storey architecturally designed house.
For further details of both Vladi, a buyer, seller and collector of islands who also has commercial property interests in Aotearoa, and the history of the changes of ownership of this sensitive piece of land, see our commentary on the July 2002 and February 2004 decisions.
[Decision number 200520101.] Burns Philp restructures Goodman Fielder, buys NZ Dairy Foods, for IPOThis approval was reported in the November 2005 decisions. See our commentary for that month for details. [Decision number 200520100.] Land for forestry· Blakely Pacific Limited, owned by the Eddy Family of the U.S.A., has approval to acquire 97 hectares at Te Moana Road, Geraldine, Canterbury for $286,876 from Phillip Lachlan Askin of Aotearoa. The OIO states: “In New Zealand, the Applicant (Blakely) is a forestry company that owns or manages approximately 28,323 hectares of afforested land. In addition to Radiata Pine, Blakely also grow Eucalyptus, Douglas Fir, Macrocarpa, Lusitanica, Ponderosa Pine, Corsican Pine, Cedar, and Larch. The Applicant proposes to acquire the subject property, which adjoins the Applicant’s Geraldine Forest, that is predominantly planted in radiata pine forestry. The proposed acquisition will increase the area of Blakely’s Geraldine Forest and is consistent with the Applicant’s investment strategy involving forestry in New Zealand.” The “business activity” is described as “Native Bush Forestry” though there is no native bush in sight in the OIO’s description. Blakely is a major forestry owner in Aotearoa. Its previous acquisition, in January 2004, was 66 hectares at Maxwell Road, Geraldine. Whether that is the adjoining forest that is mentioned in this approval is not clear. See our commentary for that month for further details. [Decision number 200520094.] Other rural land sales· Ovisnegra Limited, owned by Sarah Jane Smith of the U.K., has approval to acquire 50 hectares at Mataka Station, Purerua Peninsula, Bay of Islands, Northland for $2,200,000 from Mataka Limited owned by William Norman Birnie of Aotearoa. According to the OIO, “The acquisition of this property by the Applicant is part of a rural lifestyle subdivision development on Mataka Station. The Applicant proposes to acquire the subject lot upon which the Applicant’s shareholder intends to construct a house. The establishment and sale of the lifestyle lots will provide capital that will enable the farming operation of Mataka Station to become economically viable, and also to preserve and enhance the conservation and historic values of the property.” [Decision number 200520102.] Summary statisticsAll investments The value of investment approved in the 2005 calendar year is considerably higher than for the previous December year, but the net value (i.e. disregarding sales from one overseas investor to another, and discounting part New Zealand ownership of the assets) is lower. By far the greatest part of the value of the approvals is for sale from one overseas investor to another.
*In addition there was 1 retrospective approval granted during the month. This involved a gross consideration of $3,174,391 (and 1 hectare of land) and a net investment of $3,174,391 (and 1 hectare of land).
Investment involving land Gross sales of land approved by the OIO during the calendar years have fallen in area, though net sales have risen. Refusals (above) have fallen in number and area, and are a tiny proportion of the total.
*In addition there was 1 retrospective approval granted during the month. This involved a gross land area of 1 hectare (and valued at $3,174,391) and a net land area of 1 hectare (valued at $3,174,391).
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Compiled by: Campaign Against Foreign Control of Aotearoa, P. O. Box 2258 Christchurch. |
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