Foreign investment in Aotearoa/New Zealand
Overseas Investment Office – August 2014 Decisions
German Shuffle Porsche Ownership
Familie Porsche Beteiligung GmbH, Hans-Peter Porsche GmbH, Germany (30.7%), Wolfgang Porsche GmbH, Germany (30.7%), PP 1330 GmbH, Germany (19.3%) and PP 1320 GmbH, Germany (19.3%), received approval for an overseas investment in significant business assets, being the Applicant’s merger with Familien Porsche-Kiesling Beteiligung GmbH, with the Applicant being the surviving entity. The merger will result in the Applicant acquiring a 25% or more ownership or controlling interest in Porsche Automobil Holding SE. The value of the New Zealand assets of Porsche Automobil Holding SE, including its 25% or more subsidiaries, exceeds $100m.
The vendors were Familien Porsche-Kiesling Beteiligung GmbH, Ferdinand Alexander Porsche GmbH, Germany (33.6%), PP 1420 GmbH, Germany (21%), Gerhard Porsche GmbH, Germany (17.2%), PP 1340 GmbH, Germany (11.1%), Louise Kiesling GmbH (formerly Louise Daxer-Piech GmbH), Germany (9.6%) and PP 1440 GmbH, Germany (7.5%); consideration was $253,870,000. The OIO states: “The merger is one of a series of steps in a proposed reorganisation of the direct and indirect shareholdings of various Porsche and Kiesling family members in Porsche Automobil Holding SE”.
Aussies Buy Tower Life
Foundation Life (NZ) Holdings Limited, Instanz Nominees Pty Ltd, Australia (37.7%), Mercantile Investment Company Ltd, Australia (13.6%), Ariadne Australia Limited, Australia (13.6%), CVC Limited, Australia (10.9%), Jagen Pty Limited, Australia (10.9%), Keybridge Capital Limited, Australia (10.9%) and various overseas persons (2.5%), received approval for an overseas investment in significant business assets, being the Applicant’s acquisition of rights or interests in up to 100% of the shares of Tower Life (NZ) Limited, the value of the assets of Tower Life (NZ) Limited and its 25% or more subsidiaries being greater than $100million.
The vendor was Tower Insurance Limited, New Zealand Public (91.7%) and various overseas persons (8.3%); consideration was $36,000,000. The OIO states: “Foundation Life (NZ) Holdings Limited (Foundation Life), via a wholly owned subsidiary, wishes to purchase Tower Life (NZ) Limited (Tower Life), which manages life insurance portfolios which are no longer being actively marketed. Foundation Life intends to focus on creating further value for the remaining policy holders in Tower Life’s insurance portfolio”.
Further commentary was provided at propbd.co.nz (1/7/14). “Tower Ltd has turned round from its position six months ago and sold its remaining life insurance business, Tower Life (NZ) Ltd, to Foundation Life (NZ) Holdings Ltd, subject to conditions including regulatory approvals. The aggregate value of the transaction is $36 million – $34 million payable on completion, $2 million two years later. Tower realised $370 million from the sale of three businesses in a year, including selling its main life insurance assets – the health & life in-force and group risk businesses – to Fidelity Life Assurance Co Ltd last May for $189 million.
“Tower Life NZ comprises Tower’s residual ‘run-off’ life business, including a participating book, annuity business, unit-linked book and a small amount of traditional non-participating term insurance. It had total assets of more than $700 million at 31 March. The buyer’s parent company, Foundation Life Insurance & Mortgage Broking Pty Ltd, was formed in 2009 by Patrick McLaughlin & Jamie Markou, who both spent the previous five years at the Macquarie Private Wealth arm of Macquarie Bank. Tower said Foundation Life was ‘a private company that is focused on the acquisition & long-term prudential management of life insurance portfolios which are no longer being actively marketed’.
“The Australian business sounds quite different from the ‘mop-up’ outfit Tower described. Mr McLaughlin wrote on his LinkedIn page (and part of the same message on the company website): ‘I left Macquarie with a great deal of experience, and with the firm belief gained from personal experience that insurance advice needs to be practised & delivered by specialists/experts, and not generalists. To this point, one of my often used analogies is: “You wouldn’t go to a GP if you had a problem with your heart”. The nuances of getting the insurance advice right for clients, as well as cultivating an in-depth understanding of how the myriad of products available work, making sure claims get paid, means you have to live & breathe insurance as a specialist discipline. With this firm belief, at Foundation Broking we have designed a unique methodology that engages clients through a specific & ongoing process to identify their specific Insurance needs'”.
Moonshine Farm Ownership Consolidated
Andrew Phillip Turney, Paul Robert Turney and Schooner Agribusiness LLC, Schooner Agribusiness LLC, United States of America (40%), Paul Robert Turney, United Kingdom (30%) and Andrew Phillip Turney, United Kingdom (30%), received approval for the acquisition of rights or interests in up to a further 83.1% of the partnership shares of Moonshine Farms Partnership and a corresponding share of Moonshine Farms Limited which owns or controls a freehold interest in approximately 829.3 hectares of land at Tinwald Westerfield Mayfield Road, Ashburton.
The vendor was Pacific (2013) Limited, Cloverdene Investments Limited and Wendy Turney, New Zealand (100%); consideration was $22,646,001. The OIO states: “The Applicants are existing partners in the Moonshine Farms Partnership (the ‘Partnership’). The Partnership owns two mid-Canterbury dairy farms known as ‘Moonshine Farms’. The Partnership has owned the farms for almost a decade and invested a substantial amount of money turning what were originally sheep farms into highly productive dairy units. The Applicants have been granted consent to acquire an additional 83.1% of the Partnership shares from the outgoing shareholders. The outgoing shareholders include Wendy Turney (43.1%), wife of Andrew Turney (the Turney family’s share of the Partnership is increasing from 46.7% to 60% in this transaction)”.
Americans Get Retrospective Consent For Timaru Apple Orchard
In two separate decisions, a group of American investors has received retrospective consent to purchase a Timaru orchard. Firstly, MA Orchards Limited, Andrew David McGrath, New Zealand (76%), Walter George Meyer, United States of America (8%), Bruce Douglas Allen, United States of America (8%), Christopher Linder Clark, United States of America (7.95%) and Gregory DeCicio Clark, United States of America (0.05%), received retrospective approval for the acquisition of:
- a freehold interest in approximately 18.9 hectares of land at Kerrytown Road Timaru; and
- a freehold interest in approximately 16.6 hectares of land at 327 Divan Road, Timaru.
The vendors were Andrew McPherson Hogg & Tamara Anne Hogg, Tamara Anne Hogg, New Zealand (50%) and Andrew McPherson Hogg, New Zealand (50%), Alix Brendon McMaster & Deborah Jane McMaster, Deborah Jane McMaster, New Zealand (50%) and Alix Brendon McMaster, New Zealand (50%); consideration was $1,610,000. The OIO states: “The Applicant has sought retrospective consent for the acquisition of the land which has been developed as an apple orchard”.
In the second approval, Honeycrisp New Zealand LLC, Walter George Meyer, United States of America (33.4%), Bruce Douglas Allen, United States of America (33.3%), Christopher Linder Clark, United States of America (33.1%) and Gregory DeCicio Clark, United States of America (0.2%), received retrospective approval for the acquisition of rights or interests in 65% of the issued share capital of MA Orchards Limited which owns or controls the above mentioned properties. The vendor was Andrew David McGrath, New Zealand (100%); consideration was $3,389,174. The OIO states: “The Applicant has obtained retrospective consent to increase its ownership stake in MA Orchards Limited, which owns sensitive land. The Applicant will continue to develop the orchard thereupon”.
Another Retrospective Consent
Qing Ye, Australia (100%), received retrospective approval for the acquisition of a freehold interest in approximately 0.9 hectares of land at 5-7 Averton Place, East Tamaki, Auckland. The vendors were Colin Bernard Flavell & Valerie Kay Flavell and Brian Anthony Teare, New Zealand (100%); consideration was $2,700,000. The OIO states: “The Applicant seeks retrospective consent for the acquisition of land in 2009 used for the establishment and operation of a pharmaceutical-grade dairy manufacturing business and associated activities”.
And Yet Another Retrospective Consent
Endeavour Vineyards Pty Ltd, John Fulvio Valmorbida and family, Australia (100%), received retrospective approval for the acquisition of:
- a 24% freehold interest in approximately 45.1 hectares of land at 1397 Waihopai Valley Road, Marlborough; and
- an option to increase its interest in the Land to 51% granted under a joint venture agreement.
The vendor was Serendipity Vineyard Limited, Anthony Louis Moore, New Zealand (100%); consideration was $654,000. The OIO states: “The Applicant has obtained retrospective consent to its acquisition of an interest in the land, which has been developed as a vineyard. The Applicant has also been granted consent for the acquisition of an option to increase its interest in the Land”. In a second related decision, Casama Group (NZ) Limited, John Fulvio Valmorbida and family, Australia (100%), received approval for the acquisition of a further 76% freehold interest in approximately 45.1 hectares of land at 1397 Waihopai Valley Road, Marlborough. The vendor was Ladybug Vineyards Limited Anthony Louis Moore, New Zealand (100%); consideration was withheld. The OIO states: “The Applicant already has a 24% ownership interest in the Land, which is operated as a vineyard. The Investment consolidates the Applicant’s ownership of the Land”. The Valmorbidas are one of Australia’s richest families with extensive interests in wine production and food and wine wholesaling.
Fletcher Concrete Plans Quarry For Otaki
Fletcher Concrete and Infrastructure Limited, New Zealand Public (44%), Australian Public (30%) and various overseas persons (26%), received approval for the acquisition of a freehold interest in approximately 45.5 hectares of land at 61-67 Te Roto Road, Otaki. The vendors were Kinnoul Investments Limited, Sarah Clayton-Bray, New Zealand (50%) and Ian Clayton-Bray, New Zealand (50%); consideration was withheld. The OIO simply states: “The Applicant is acquiring the land to develop a quarry”. For details of other land purchases here by Fletchers, see our commentaries for March and July 2007, March and June 2008, June, September and October 2009, April 2011 and November 2011.
Craigmore Adds To Its North Otago Dairy Farm Empire
Craigmore Farming NZ Limited Partnership, United Kingdom Public (32%), Hong Kong Public (14%), German Investors, Germany (10%), New Zealand Public (9.5%), Swiss Public (5%), Irish Public (5%) and various overseas persons (24.5%), received approval for the acquisition of a freehold interest in approximately 4 hectares of land located at 1093 Weston-Ngapara Road, Oamaru, Waitaki, Otago. The vendors were Anthony Miles and Lois Trudy Miles, New Zealand (100%); consideration was again “withheld under section 9(2)(b)(ii) of the Official Information Act” which is what we have come to expect with this buyer.
The OIO states: “The Applicant is acquiring the land in order to integrate it within the Applicant’s adjoining Waiareka dairy farm operation (in particular to provide additional staff accommodation”. See our previous commentaries in June 2012, February 2013, March 2013, November 2013, and almost every month in 2014 for background on Craigmore Farming and its other land purchases here.
Other August Decisions
Tegel Foods Limited, United States Public (44.4%), various overseas persons (21.2%), Hong Kong Public (11.3%), Singapore Public (7.4%), Dutch Public (5.2%), Cayman Islands Public (4.6%), United Kingdom Public (4.5%) and New Zealand Public and various Entities, New Zealand (1.4%), received approval for the acquisition of a freehold interest in approximately 0.9 hectares of land at 400 Richmond Road, New Plymouth. The vendor was Heather Crofskey and Peter Crofskey, New Zealand (100%); consideration was nil. The OIO states: “The Applicant is undertaking a land-swap with a neighbour to provide additional land to the site of a hatchery. This will enable the Applicant to extend the hatchery in the future, should it become necessary to do so”.
Kristian & Philippa Allen, Philippa Susan Allen, United Kingdom (50%) and Kristian Percival Allen, United Kingdom (50%), received approval for the acquisition of a freehold interest in 74.2 hectares of land at 297 Turirangi Rd, Makarau, North Auckland. The vendors were Susan Ann Pizzey & Anne Therese Kiddie, Susan Ann Pizzey, New Zealand (75%) and Anne Theresa Kiddie, New Zealand (25%); consideration was $960,000. The OIO states: “Mr and Mrs Allen have moved to New Zealand and intend to reside here indefinitely. They will use the land as a residence and a working farm”.
Richard Anthony Magides, Ariane Brigitte Roulet Magides and New Zermatt Properties Limited, Richard Anthony Magides, United Kingdom (50%) and Ariane Brigitte Magides, Switzerland (50%), received approval for the acquisition of a freehold interest in approximately 3.6 hectares of land at lots 6 and 8 Forestlines Subdivision, Queenstown. The vendor was Glaisnock Limited New Zealand (100%); consideration was $1,119,565. The OIO states: “The Applicant is acquiring lots 6 and 8 of Forestlines Subdivision (Forestlines’) in Queenstown. As a result of this transaction, the Applicant will commence the development of a luxury lodge at Forestlines. This investment follows earlier investments by the Applicant which also involved the development of luxury accommodation”.
See our May 2012 commentary for details of Magides’ purchase of a Bay of Islands vineyard and our July 2013 commentary for details of Magides’ purchase of Ben Avon high country station. Mr Magides is not short of a few bucks and has been based in Singapore for many years. In 2002 he co-founded Asian hedge fund Artradis Fund Management, which was worth $US4.5 billion at its 2008 peak before being closed down in 2011. In September 2014 he reportedly paid $8m for a 970m? penthouse in the Metropolis apartment building in downtown Auckland.
GMP Pharmaceuticals Limited, Australia (100%), received approval for the acquisition of a freehold interest in approximately 0.7 hectares of land at 10 Averton Place, East Tamaki, Auckland. The vendor was Murray Stewart Stringer New Zealand (100%); consideration was $1,270,000. The OIO states: “The Applicant will acquire land to facilitate with the running of an existing pharmaceutical business and associated activities”. This approval appears related to another approval this month, being the retrospective approval of Qing Ye’s purchase of 5-7 Averton Place. Qing Ye is an owner/director of GMP.
Jane Helen Zealand, Paul Alan Zealand & HF Law Trustees Limited as trustees of The Zealand Family Trust, Australia (100%), received approval for the acquisition of a freehold interest in 1.6 hectares of land, together with a 1/7 share in 7,309 m2 of land at 197 Kina Peninsula Road, Tasman. The vendor was Philip Murray Wratt, New Zealand (100%); consideration was $750,000. The OIO states: “The trustees will purchase the land to provide a home for Jane and Paul Zealand, who intend to migrate to New Zealand and reside in New Zealand indefinitely”. Well I suppose we can’t complain about the Zealands coming to New Zealand!
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