September 2005 decisionsTrans Tasman Properties buys out critic in Clearwater land deal Aged care buyout continues – Macquarie buys 11 Salvation Army homes Tower buys Centro NZ Shopping Centre for $193 million Investment group buys Onesource Group (Konica Minolta agents) Holcim buys right to quarry 87 hectares of land at Pakiri, Auckland Fletcher Residential buys land at Wattle Cove, Auckland for subdivision Cedenco buys assets from Sunrise Coast Australian fund buys 25,000 ha. of forests and 11,000 ha. of forestry rights Ngai Tahu sells over 22,000 hectares of forests to GMO of U.S.A. Hancock group buys company, 6,000 ha. of Central North Island forestry rights Nobilo buys three blocks of land in Awatere Valley, Marlborough Company wants to acquire Motuapo Island, Bay of Islands, for “eco-retreat” Three approvals for van Heeren and Huka Lodge, including one retrospective Trans Tasman Properties buys out critic in Clearwater land dealTrans Tasman Properties Limited (TTP), owned 63.05% by SEA Holdings Limited of Hong Kong, 3.9352% by “Unknown Overseas Persons”, and 33.0148% in Aotearoa, with head office in Singapore, has approval to acquire two blocks of land at Belfast, Christchurch, Canterbury.
· 39.2 hectares at Johns Road and Main Road North, for $10,710,000 from Devondale Nurseries Limited owned 48.4544% by John William Powell and Charlotte Teresa Gavin, 25% by John William Powell, 19.1125% by John William Powell and Daniel John Powell, 5.8875% by Daniel John Powell, and 1.5456% by Charlotte Teresa Gavin, all of Aotearoa. [Decision number 200520048.] · 0.1797 hectares at 747 and 749 Main North Road for $675,000 from Latimer Holdings Limited owned by John William Powell of Aotearoa. [Decision number 200520049.]
In both cases, 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”.
According to the OIO,
The Applicant (TTP) is a New Zealand Stock Exchange listed commercial property investor and developer. TTP has investments in several commercial and development properties located in Auckland, Christchurch and Queenstown. The proposed investment forms part of TTP’s property investment and development strategies through expanding its investment portfolio and acquiring an interest in quality investment and development properties.
The proposed acquisition is consistent with TTP’s current investment strategy in the Christchurch region, with its current focus on residential development. The subject properties adjoin and are adjacent to land owned by or to be acquired by Clearwater Property Holdings Limited (CPHL) a company in which TTP holds a 55% shareholding.
In 2003 and 2004, John Powell hit the headlines when he objected to SEA Holdings’ behaviour as controlling shareholder of TTP and later a takeover attempt by SEA Holdings of TTP. Both he and his company Latimer Holdings were minority shareholders in TTP with 2.9% of the company. He accused TTP of behaving oppressively towards its minority shareholders and demanded SEA buy him and Latimer Holdings out at nearly double the current share price. He unsuccessfully took SEA Holdings to the Stock Exchange’s Takeovers Panel and through the court system as far as the Supreme Court.
Despite what the OIO states as the rationale for these transactions, these land sales appear to be related to that dispute. A series of TTP statements to the New Zealand Stock Exchange, the news media and shareholders show that TTP took considerable trouble to do a special deal. It was specifically approved by a TTP Board of Directors resolution. In the announced deal, TTP bought out Powell’s and Latimer Holdings’ shares for $5,729,227 at 40 cents each (slightly below market price) in exchange for purchasing the land – plus a $2.5 million “development contribution to a local charitable community trust” (unnamed).
However some of the land appears to be different from that deal even though the price is the same. In a letter to its shareholders (“Non Pro-Rata Share Buyback”) dated 15 July 2005, TTP states:
Details of land acquisition TTP has agreed to acquire land at Main North Road and Johns Road, Christchurch beneficially owned by Latimer Holdings Limited and associated interests. The land adjoins existing TTP land at Johns Road and provides TTP with a significant land bank with attractive development options.
Acquisition of the land under the Land Sale Agreements is conditional on certain matters, including Overseas Investment Commission (“OIC”) consent, settlement of the share buy-back, and re-zoning of the land, within 2 years of the date of the Land Sale Agreements (the “Re-zoning Condition”). TTP also has the option to proceed to settlement of the acquisition of the land even if the Re-zoning Condition is not satisfied.
Consideration for the land acquisition Under the Land Sale Agreements, TTP will acquire the following land: · a 27.2 hectare block for $9,520,000 plus GST (if any); · an option to acquire a further 4.4 hectares for $1,540,000 plus GST (if any); and · two neighbouring investment properties, comprising 1797 sq metres, for $600,000 plus GST (if any).
TTP, as a condition of the Land Sale Agreements, has also undertaken to make a development contribution to a local charitable community trust of $2.5 million.
Share buy-back offer Under the transaction it is proposed that TTP buy-back the shares in TTP held by the vendor and associated persons of the vendor. The proposed buy-back would be pursuant to section 60(1)(b)(ii) of the Companies Act 1993. The terms of the proposed offer will be as follows:
· the proposed offer will be made to Latimer Holdings Limited and John William Powell (together, the “Vendors”), for all the shares in the Company held by the Vendors, being 14,323,068 shares (the “Sale Shares”); · the share buy-back price will be 40c per share; · the Vendors and their related interests will not acquire TTP shares for a period of 24 months; and · settlement is conditional on OIC consent for the land purchase.
TTP will cancel the Sale Shares upon completion of the buy-back.
Note that in the above letter, the price TTP says it will pay for the 27.2 hectare block is $9,520,000 plus GST, or $10,710,000, which is the same price notified in the OIO approval for 39.2 hectares. The 4.4 hectares does not appear to have been sold. However the two properties totalling 1797 sq metres (0.1797 hectare) were indeed sold for $600,000 plus GST or $675,000.
The OIO approvals were dated 7 September 2005. on 8 September 2005, TTP made a statement to the New Zealand Stock Exchange and the news media stating that on that day it had acquired 2.41% of its shares from John Powell and Latimer Holdings Ltd. The “reason for acquisition” was
Acquisition pursuant to the terms of a non-pro rata share buyback offer to certain shareholders in conjunction with the acquisition of land near Christchurch.
(“Notification of Acquisition of Securities of Trans Tasman Properties Limited”, http://www.ttp.co.nz/html/press/Completion%20of%20Non%20Pro-Rata%20Share%20Buy-Back.pdf.)
Six weeks later on 21 October 2005, Trans Tasman issued another statement, “Defamation Litigation Settlement”, announcing
Trans Tasman Properties Limited wishes to advise the market that defamation litigation against former shareholder, Mr John Powell, by three of Trans Tasman’s directors, Messrs Don Fletcher, Jesse Lu and Rod Hodge has been settled.
It included an apology released by Powell. (http://www.ttp.co.nz/html/press/Defamation%20litigation%20settlement%2021OCT05.pdf)
(The above TTP statements are available at http://www.ttp.co.nz/html/eng/news.asp?v_year=2005; see also “Prior Notice of Proposed Non Pro-rata Share Buy-Back”, 10/8/05; and “Land Acquisition and Non Pro-Rata Share Buy-Back”, 13/7/05.)
See our commentary for August 2003 and June 2004 for further details, including TTP’s purchase of its 55% in Clearwater. Aged care buyout continues – Macquarie buys 11 Salvation Army homesRetirement Care (NZ) Limited, owned 50% each by Macquarie Specialised Asset Management Limited as responsible entity for Macquarie Global Infrastructure Fund IIA, and Macquarie Specialised Asset Management 2 Limited as responsible entity for Macquarie Global Infrastructure Fund IIB, all of Australia, has approval to acquire 11 aged care businesses and associated aged care facilities including 2.3 hectares at 188 Songer Street, Nelson for a suppressed amount from The Salvation Army Property (New Zealand) Trust Board of Aotearoa.
As the OIO reports,
The proposed acquisition is part of the current focus of certain Macquarie Bank managed funds on the aged care sector.
We can believe that. See our commentaries for July and August 2005 for further details.
What is more difficult to believe is that
The Macquarie Group is currently focusing on this sector as an area of international expansion and proposes to bring the benefits of international best practice and substantial capital backing to this industry in New Zealand.
The proposal is likely to result in increased efficiencies in the aged care and retirement village industries in New Zealand. This is likely to result in enhanced domestic services for persons requiring aged care and retirement village services.
[Decision number 200520064.] Tower buys Centro NZ Shopping Centre for $193 millionTower Asset Management Limited as manager of the Tower Property Fund, owned 2.63% in Australia and 97.37% in Aotearoa, has approval to acquire Centro NZ Shopping Centre Fund Limited for $193,000,001 from its Australian shareholders.
The sale includes 11 hectares comprising: · 8.7 hectares at 19 Girven Road, Mt Maunganui, Bay of Plenty; and · 2.3 hectares at Merivale Mall, 189 Papanui Road, Christchurch, Canterbury
According to the OIO,
Tower Property Fund (TPF) is managed by Tower Asset Management Limited (TAM), a subsidiary of Tower Limited. TPF is a wholesale group investment fund that invests in real property. As part of a proposed restructuring of TPF, it is proposed that the Bayfair Shopping Centre situated in Mount Maunganui and the Merivale Mall situated in Christchurch will be sold to the Centro NZ Shopping Centre Fund (Centro).
Following acquisition of the properties by Centro, TPF will then acquire 100% of the stapled securities (being redeemable shares stapled to convertible debt notes) in Centro NZ. Following the issue of 100% of the stapled securities in Centro NZ to TPF, CPT Custodian (part of the Centro group) acting in its capacity of trustee of the Centro Shopping Centre Fund Sub Trust (Centro SCF Sub Trust) will acquire approximately 30% of the stapled securities in Centro NZ from TPF. Centro SCF Sub Trust is a sub-trust of the Centro Property Trust. The transaction will result in TPF moving from having direct ownership of the land, to having ownership of shares in a company that owns the land.
The OIO refers to two other decisions (200520050 and 200520052) which have been suppressed almost in full. However the above details imply that the first, where the OIO does tells us that overseas ownership rises from 2.63% to 100%, concerns the Bayfair Shopping Centre (Mount Maunganui) and the Merivale Mall (Christchurch) being sold to the Centro NZ Shopping Centre Fund. The second, in which overseas ownership rises from 2.63% to 52.63%, concerns CPT Custodian acquiring the securities in Centro NZ from TPF. It appears that Tower is selling the shopping centres to Centro NZ before acquiring Centro. Given Tower’s apparent low level of overseas ownership (2.63%) it is not explained why it required an OIO approval for this acquisition.
[Decision number 200520051.] Investment group buys Onesource Group (Konica Minolta agents)Archer Capital Pty Limited as manager for the Archer Capital Fund 3, owned 75.78% in Australia, 11.65% in the U.S.A., 2.57% in the U.K., and 10% in Aotearoa, has approval to acquire Onesource Group Limited, for a suppressed amount from Hanover Group Limited of Aotearoa.
The OIO states:
Archer Capital Pty Limited (Archer) in its capacity as manager of private equity funds raised by the Archer Capital Group has incorporated a special purpose investment vehicle, Copier Holdings N.Z. Limited (Copier). Copier proposes to acquire all of the issued capital of Onesource Group Limited (OSGL).
OSGL and its subsidiaries Konica Minolta Business Solutions New Zealand Limited (KMBS), Cogent Communications Limited (CCL), and Onesource Finance Limited, form a technology group whose principal business is document management and telecommunications solutions.
The OSGL transaction is conditional upon Archer or another company controlled by Archer, entering into a separate agreement with Leasing Solutions Limited (LSL) to purchase the assets owned by LSL in connection with the business of providing leasing and financing facilities to customers of KMBS, CCL and other specified parties. Archer is incorporating a company, Office Equipment Finance Limited (OEFL) to acquire the assets owned by LSL. OSGL and LSL are indirectly wholly owned by Hanover Group Limited, New Zealand’s largest privately owned group of finance companies. The proposed acquisition of OGSL and the assets from LSL fit Archer’s investment criteria.
[Decision number 200520046.] Holcim buys right to quarry 87 hectares of land at Pakiri, AucklandHolcim (New Zealand) Limited, owned 23.6% by Thomas Schmidheiny of Switzerland, 66.38% by other shareholders in Switzerland, and 10.02% by Capital Group Companies of the U.S.A., has approval to acquire 87 hectares of profit à prendre at Pakiri Road and Matakana Valley Road, Pakiri, Auckland for a suppressed amount from Turvey Company Limited, owned by the Longuet-Higgins family of Aotearoa. The land “includes/adjoins land that exceeds 0.4 hectares which is deemed a heritage or historic area”.
“Profit à prendre” means the right to take the likes of crops, timber or mined materials from the land, without necessarily owning the land. In this case it is the right to take aggregate quarried from the land.
According to the OIO,
The Applicant, through its operating divisions and subsidiaries, is involved in the manufacture, distribution and sale of cement and ready mixed concrete, and the extraction, processing and sale of aggregate and limestone. It has operated in New Zealand for over 115 years and has established positions within these markets. The Applicant previously operated in New Zealand as Milburn New Zealand Limited. The Applicant’s parent company, Holcim Limited, is one of the world’s leading suppliers of cement, aggregates and concrete.
The Applicant having previously entered into a Quarrying Deed with the land-owner is proposing to acquire an interest in the subject land being a profit à prendre to quarry aggregate resources on the land.
The Applicant and Wharehine Contractors Limited (Wharehine) (a New Zealand owned company) are forming a joint venture company Millbrook Quarries Limited (Millbrook) with the shareholding held by the Applicant as to 50.1% of the shares and Wharehine as to 49.9% of the shares.
Millbrook is to be granted a licence by Holcim to enable it to quarry stone, metal and rock on the land. The licence will grant to Millbrook the majority of the Applicant’s rights and obligations under the Quarrying Deed and the profit à prendre. Millbrook is also to be granted a licence by Wharehine to enable it to quarry aggregates on approximately 65 hectares of adjoining land (known as Whangaripo quarry), following Wharehine being granted a profit à prendre over this adjoining land. The licences do not require consent under the Overseas Investment legislation as they do not amount to an estate or interest in land.
The establishment of Millbrook as part of as joint venture between the Applicant and Wharehine will enable both companies to more efficiently utilise the resources on the land. Essentially, the joint venture will enable the existing quarry on the adjoining land to be extended up to and beyond the existing boundaries of that land, and into the resources on the subject land.
In terms of a Quarry Management Plan, the Applicant/Millbrook will be required to restore the subject land to pastoral farm land following completion of the quarrying operation.
[Decision number 200520053.] Fletcher Residential buys land at Wattle Cove, Auckland for subdivisionFletcher Residential Limited has approval to acquire 8.7 hectares at Turnberry Drive, Allerton Place, and Aberdeen Crescent, Wattle Cove, Auckland for $22,508,000 from Kirkdale Investments Limited owned by Brian Fergy Kimpton and Raymond Arthur John Bollard of Aotearoa. The land adjoins or includes land “which is provided as a reserve, a public park, for recreation purposes, or a private open space”.
The OIO states:
The Applicant proposes to acquire the subject properties comprising approximately 152 residential lots which are part of a subdivision known as the Wattle Downs Development being carried out by the vendor. The vendor is completing the necessary infrastructure for the residential subdivision.
The acquisition will enable the Applicant to further develop its residential building business in the south-eastern Auckland region. The Applicant concentrates its business on residential housing development rather than residential land subdivision.
Fletcher Residential is owned as follows:
29.4% – Australia 12.3% – U.S.A. 6.7% – U.K. 3.82% – Unknown Overseas Persons, 47.78% – Aotearoa
[Decision number 200520055.] Cedenco buys assets from Sunrise CoastCedenco Foods, owned by Frederick Scott Salyer of the U.S.A., has approval to acquire “certain business and assets from Sunrise Coast New Zealand Limited, including Sunrise’s 56.25% shareholding in Mountain Carrots New Zealand Limited” for “a maximum of $3,600,000”. Sunrise Coast New Zealand Limited is owned 7.89% in Japan and 92.11% in Aotearoa. The assets include 1.4 hectares at Old Station Road, Ohakune, Wanganui.
According to the OIO,
The Applicant (Cedenco)’s major business activities are processing vegetables and fruits into powders, aseptic pastes and purees, block frozen purees, UHT purees and free flow frozen products in New Zealand. Cedenco sells products to mainly multinational companies who use Cedenco products in their own products.
Cedenco proposes to acquire certain business and assets of Sunrise Coast New Zealand Limited (Sunrise), including 100% of Sunrise’s subsidiary, Sunrise Coast Japan Limited and Sunrise’s 56.25% shareholding in Mountain Carrots New Zealand Limited (MCNZ). Sunrise markets fresh New Zealand produce including corn from its subsidiary Convenience Foods Limited (CFL) (which processes corn in Gisborne), carrots from MCNZ (which operates an export carrot packing facility), and other produce from third parties. The acquisition of Sunrise by Cedenco will add a new retail primary export dimension to Cedenco’s business providing opportunities for growth in Asian markets.
[Decision number 200520063.] Australian fund buys 25,000 ha. of forests and 11,000 ha. of forestry rightsJames Fielding Funds Management Limited as trustee for the New Zealand Sustainable Investments Fund 1 of Australia has approval to acquire 25,612 hectares of forests for $104,166,900 from Evergreen Forests Limited, which is owned 36.34% by OPERS International Fund 1, LP of the U.S.A., 8.19% by the Danske Civil OG Akademiingenicerers Pensionkasse of Denmark, 8.19% by Laerernes Pension Forsikringsaktieselskab (Teacher’s Pension and Life Insurance Company Limited) of Denmark, 7.84% by Arnold & S Bleichroeder, Inc. of the U.S.A., and 39.44% in Aotearoa.
The purchase also includes 11,478 hectares of forestry rights. The land comprises:
· 3,430 hectares at “various forests situated in the Bay of Plenty/Coromandel region”; · 13,340 hectares at “various forests situated in the Gisborne/Hawkes Bay region”; · 1,598 hectares at “various forests situated in the Waikato region”; and · 7,244 hectares at “various forests situated in the Northland region”.
The OIO states:
The Applicant (JFFML) is the funds management division of the Mirvac Group and is wholly owned by Mirvac Limited. Mirvac Group is listed as a stapled security with Mirvac Property Trust on the Australian Stock Exchange. The Applicant proposes to acquire 12 forests from Evergreen Forests Limited (Evergreen) and Rawanui Farm Limited as trustee for the New Zealand Sustainable Investments Fund 1 which comprises Australian unit holders. The forests comprise 25,612.4185 hectares of freehold land and 11,477.9 hectares of forestry rights.
JFFML is pursuing a strategy of seeking superior investment returns from both timber related activities and through the development and implementation of environmental services. JFFML is implementing this policy by investing and managing sustainable forests. The acquisition of the subject forests will provide JFFML with the ability to harvest and replant the forests over a period of time.
In February 2004 JFFML established an unlisted environmentally sustainable infrastructure fund, the Australian Sustainable Investment Fund (ASIF) to acquire land holdings and interests in land with forestry and/or forestry based rental income streams. The principle strategy of ASIF is to enhance these forestry income streams by implementing sustainable value adding from activities such as carbon credit sales, renewable energy incomes (eg wind farm rentals and biomass sales), agistment income from livestock grazing and biodiversity salinity credits.
JFFML is intending to continue negotiations that have already commenced between Evergreen and Mighty River Power in relation to a wind farm installation on the Rototuna Forest (situated in Northland). In addition JFFML is also considering the viability of a wind farm operation in the Waiau Forest and West Ho Forest (situated in the Gisborne District), and installing biomass energy facilities at the same locations as the wind farms. JFFML will be entering into negotiations with major energy sector companies in the last quarter of 2005. The biomass energy facilities utilise the non-commercial thinning waste and by-products from forestry operations.
[Decision number 200520062.] Ngai Tahu sells over 22,000 hectares of forests to GMO of U.S.A.Otago Land Company, owned by GMO of the U.S.A., has approval to acquire 22,567 hectares at Otago Coast Forest and Berwick Forest, Otago, “subject to long term registered Forestry Rights pursuant to the Forestry Rights Registration Act 1983 in favour of Wenita Forestry Limited, Otago” for a suppressed amount from Ngai Tahu Forest Estates Limited of Aotearoa.
Otago Land Company is owned by Fund 7 Foreign LLC. This in turn is owned by GMO Forestry Fund 7 International LP (56.89%), GMO Forestry Fund 7-B LP (26.18%), and GMO Forestry Fund 7-A LP (16.93%).
The land includes or adjoins land held for conservation purposes, and land provided as a reserve, a public park, for recreation purposes, or a private open space.
According to the OIO,
The Applicant is an investment fund established and managed by Renewable Resources LLC for investment in timberlands outside of the United States of America. Renewable Resources LLC manages international forest investments including approximately 27,000 hectares in New Zealand comprising Crown forestry licences, forestry rights, leasehold and freehold land.
The Applicant proposes to acquire the freehold interest of the subject land. The trees on the land are owned by Wenita Forestry Limited (Wenita) and the rights secured by registered Forestry Rights. The Applicant’s parent, Fund 7 Foreign, LLC is a 38% shareholder of Wenita. The proposal is likely to result in further stability with the land underlying the forestry rights being owned by one of Wenita’s shareholders. From Wenita’s perspective having the Applicant as the landowner will give it added security to invest in silviculture, infrastructure, and replanting.
GMO took 38% of Wenita Forest Products in June 2005. See our commentary for that month for further details of that sale and of Wenita and GMO. [Decision number 200520054.] Hancock group buys company, 6,000 ha. of Central North Island forestry rightsHancock Natural Resource Group, Inc of the U.S.A. has approval to acquire CNI Timber Holdco for a suppressed amount from Phemus Corporation owned by the President and Fellows of Harvard College of the U.S.A..
The purchase is to be passed on to “an institutional investor”.
According to the OIO,
Hancock Natural Resource Group, Inc. (HNRG) and an institutional investor have entered into timberland management advisory and management agreement.
HNRG has entered into an agreement to acquire the shares and notes issued by CNI Timber Holdco (CNI Holdco). It is proposed that at a later date the shares and notes will be transferred to the institutional investor. Alternatively the institutional investor will acquire the shares and notes directly. The sole subsidiary of CNI Holdco is CNI Timber Operating Company Limited (CNI Timber). CNI Timber is the holder of a forestry right over 6,420.3 hectares of the Tahorakuri forest located in the Central North Island, granting CNI Timber the right to harvest the standing timber on the land. CNI Timber is party to three contracts with Tenon Industries Limited consisting of an infrastructure agreement, a management agreement, and a wood supply agreement.
HNRG is a wholly-owned subsidiary of Manulife Financial Corporation which is listed on the New York Stock Exchange and is one of the largest North American insurance and investment companies. HNRG actively evaluates timberland acquisition opportunities across North America and internationally, on behalf of its managed timberland portfolios for public and corporate pension schemes. HNRG has current timberland investments in the United States of America, Canada, Australia, and New Zealand.
In May 2004, Hancock received OIC approval to acquire 56,000 hectares of forest rights in Bay of Plenty (see our commentary for that month for further details).
[Decision number 200520056.] Other land for forestry· Cherish Holding International Limited, owned by Angela Poon of the U.S.A., has approval to acquire 42 hectares at Telemet Road, Herbert, North Otago for $360,000 from Herbert John Bennett of Aotearoa. According to the OIO, “The Applicant proposes to acquire the subject property which has approximately 30 hectares planted in 10 year old pinus radiata forestry. Following harvesting of the forest the Applicant proposes to plant a second rotation. The Applicant advises that the rationale behind the acquisition is to further diversify the family investments geographically and into primary products that are likely to be in demand by South East Asian economies.” [Decision number 200520045.] Nobilo buys three blocks of land in Awatere Valley, MarlboroughNobilo Wine Group Limited, owned by Constellation International Holdings Limited of the U.S.A., has approval to acquire three blocks of land in at Redwood Pass Road, Awatere Valley, Marlborough:
· 26 hectares for $3,375,000 from Block 3 Limited and Wainui Farm Vineyard Limited, owned 60% by David Maxwell Evans, 20% by Barry Feickert and Dianne Feickert, and 20% by Colin Wayne McOnie and Yvonne McOnie, all of Aotearoa. The OIO states that the land “has been developed as a Sauvignon Blanc vineyard by the vendors. The land contains 22.9 hectares planted in Sauvignon Blanc vines during 2003 and 2004. The land adjoins land that is leased by Nobilo.” [Decision number 200520057]. · 24 hectares for $3,937,500 from Peter Royce King of Aotearoa [Decision number 200520058] and 26 hectares for $3,937,500 from Boundary Creek Estate Limited owned 73.9% by the same Peter Royce King and Michelle Therese Docherty and 26.1% by Bernard John Vavasour and Susan Ferrier Vavasour, all of Aotearoa [Decision number 200520059] . These are adjoining properties and both adjoin land leased by Nobilo. “The properties have been developed as vineyards. The land contains 33 hectares planted in Sauvignon Blanc in 1996, 2000 and 2004, 3.4 hectares planted in Chardonnay in 1996, and 5.4 hectares planted in Riesling in 1996.” Other land for wine· Merrilea Vineyards Partners Limited, owned 46.94% by Gary Ross of the U.S.A., 20.4% by Phillip Keith Pratt, 10.2% by David Edward Pratt, 10.2% by Ruth Paula Pratt, 6.13% by Graham White and Fiona White, and 6.13% by David White and Nancy White, all of Aotearoa, has approval to acquire 16 hectares at Blind River Loop Road, Seddon, Marlborough for $165,600 from Glenbeigh Vineyards Limited, owned 24.9% by Ruediger Naumann-Etienne of the U.S.A. and 75.1% by Annette Jane Campbell-White of Aotearoa. The OIO states: “The Applicant proposes to acquire a 46.94% shareholding in Merrilea Vineyards Partners Limited (Merrilea). Merrilea is acquiring a 49% interest with Glenbeigh Vineyards Limited, a company that is 75.1% New Zealand owned and controlled, holding a 51% interest in a vineyard named Merrilea Vineyard which is in the process of being developed. The vineyard contains approximately 12 plantable hectares which will be planted entirely in Sauvignon Blanc.” [Decision number 200520061.] Company wants to acquire Motuapo Island, Bay of Islands, for “eco-retreat”MLP LLC, owned 10% each by Brian Stebbins, The Booth Family Trust, Louis Simpson (all of the U.S.A.), 10% by Gilbert E LeVasseur, Jr of the U.K., and 60% by Peter Charles Cooper of Aotearoa, has approval to acquire 1.1 hectares at Motuapo Island, Te Pahi Islands, Wairoa Bay, Bay of Islands, Northland for $1,912,500 from Peter Charles Cooper.
The OIO states:
The Applicant owns farmland in the Bay of Islands comprising 338.2812 hectares known as Mountain Landing. On 18 February 2005, a resource consent was granted by the Far North District Council in respect of a 39 lot subdivision of Mountain Landing. The Applicant intend to develop Mountain Landing into an integrated farm and residential lifestyle community, including a high-quality, lifestyle subdivision, with access to the coastal amenities afforded by its location. Significant conservation initiatives also underlie the proposed development including the registration of a covenant over part of the land and considerable work on identifying and recording archaeological sites. The Applicant plans to seek resource consent to build a lodge in mid-2006, with completion estimated to be completed at the end of 2007.
The Applicant proposes to acquire Motuapo Island, a protected private scenic reserve subject to the Reserves Act 1977, which is situated approximately 400 metres off the foreshore of the Mountain Landing property. The Applicant views the inclusion of the Island in the overall Mountain Landing proposal as an important step in the development plans. The Applicant proposes to refurbish the existing dwelling on the Island to provide a premium eco-retreat accommodation to be run in conjunction with the Mountain Landing lodge.
See our commentaries for May 2001, August 2001, and August 2005, for further details on Mountain Landing. [Decision number 200520065.] Three approvals for van Heeren and Huka Lodge, including one retrospectiveAlexander Pieter van Heeren, a well-connected privatisation beneficiary and advocate of the 1980s and 1990s, has approval for three financial manoeuvres which “restructure his international private assets into trust entities”. In all three transactions, van Heeren retains control of the assets.
Van Heeren long since departed Aotearoa along with his co-privateers such as the principals of merchant banker Fay Richwhite. His main claim to success in Aotearoa is the luxury Huka Lodge which is the subject of these three approvals.
One of the present approvals is retrospective, approving after the event a transaction he entered into in 2003. This is not the first time he has overlooked the need for OIC/OIO approval. As we reported in August 2003, he (and his company Tessaro Developments Ltd) received retrospective approval from the OIC in March 1994. See our commentary for August 2003 for further details of this and van Heeren.
Alexander Pieter van Heeren and Beattie Rickman Trustee Company Limited as trustees of the Huka Trust, owned by van Heeren of Belgium, have approval to acquire 0.25 hectares at Huka Falls Road, Taupo, Bay of Plenty for $2,425,500 from van Heeren. 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.”
The OIO states:
The subject property is a private residence and was acquired by Mr Alexander van Heeren in 1988. The property is adjacent to the property upon which the luxury lodge, Huka Lodge is situated. The subject property is utilised by the van Heeren family when they visit New Zealand. It has been occasionally used to supplement accommodation at Huka Lodge. The house is currently undergoing renovations to provide additional accommodation for guests of Huka Lodge.
Mr van Heeren proposes to transfer the property into a Trust known as Huka Trust. It is advised that Mr van Heeren is restructuring his international private assets into trust entities.
The transaction is essentially a transfer of assets for family and asset protection measures, and the vendor will retain a beneficial interest in the property along with members of the vendor’s immediate family. The transfer will not alter the use of the property which is used to supplement accommodation at the lodge.
[Decision number 200520066.]
Saraceno Holdings Limited BV of the Netherlands has approval to acquire Worldwide Leisure Limited, including 12 hectares at Huka Falls Road, Taupo, Bay of Plenty for $16,875,000 from Alexander Pieter van Heeren of Belgium.
According to the OIO,
Worldwide Leisure Limited (WWL) owns the subject property (known as Huka Lodge) whereby Mr van Heeren is transferring his international private assets into trust entities. The Applicant will hold the shares as bare trustee for Mr van Heeren.
The transaction is essentially a transfer of assets for family and asset protection measures. The transaction is not likely to result in any change to the operations of Huka Lodge or the subject property.
[Decision number 200520067.]
Finally, in a retrospective consent for a transaction presumably revealed by the previous one, because it involves land which was part of that consent, Worldwide Leisure Limited, owned by Alexander Pieter van Heeren of Belgium, has approval to acquire 4.9 hectares “of Mortgage” at Huka Falls Road, Taupo, Bay of Plenty, for $675,000 from Peter Harland-Baker and Diana Louise Harland-Baker of Aotearoa.
The OIO states:
The Applicant has operated a luxury lodge known as Huka Lodge since 1985. The Applicant acquired the freehold of the subject property which is adjacent to the Huka Lodge property in 2003. The Applicant stated that it is critical to the continued success of Huka Lodge that any development of the adjoining property be of a similar character, scale intensity and be presented in a similar fashion to the Lodge site. The Applicant proposes to develop the subject property as an enhancement/extension of Huka Lodge.
The interest as mortgagee was acquired by the Applicant so as to secure the first right of refusal in respect of the freehold. The acquisition of the subject property reflects the Applicant’s intention to expand its luxury tourist lodge business in New Zealand.
Again, see our commentary for August 2003 for further details of the 2003 approval. [Decision number 200520068.] Other rural land sales· Serge Max d’Elia and Lillian Ching Shio Lai d’Elia of the U.S.A. have approval to acquire 2.0 hectares plus a 1/8th undivided share in 298 hectares at Lake Coleridge Road, Rakaia Gorge, Canterbury for $2,362,500 from Tui Farm Park Limited of Aotearoa. According to the OIO, “The acquisition of the land (comprising two Lots and an undivided 2/16th share in the Tui Farm park development) by the Applicant is part of a rural lifestyle subdivision development on Tui Creek known as Tui Farm Park. The establishment and sale of the lifestyle lots will provide capital that will enable the farming operation of Tui Creek to become economically viable, and also to preserve and enhance the conservation values of the property.” 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.” [Decision number 200520047.] Summary statisticsAll investments Again the value of investment approved in the year to September 2005 is similar to that for the previous September 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 considerably 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 one retrospective approval granted during the month with a consideration of $675,000 and 5 hectares of land (gross and net in both cases).
Investment involving land Gross sales of land approved by the OIC during the years to September have fallen in area, though net sales have risen. There were no refusals this month, and only two for the year to date.
*In addition there was one retrospective approval granted during the month with a consideration of $675,000 and 5 hectares of land (gross and net in both cases).
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Compiled by: Campaign Against Foreign Control of Aotearoa, P. O. Box 2258 Christchurch. |
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