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February 1997 decisions

February 1997 decisions

Brierley buys TNT out of Union Shipping, merges it with Groupe Bollore

Brierley Investments Ltd, this month has its first appearance since it was officially recognised as being an overseas controlled company and had its exemption from Overseas Investment Act regulations dropped. It is an important transaction too. Its subsidiary, NZ Maritime Holdings Limited, has approval to buy TNT Group of Australia out of the major regional shipping company, Union Shipping Group Ltd, for $79,667,810. The two previously each had a 50/50 ownership split. The sale includes two hectares of leasehold land on the foreshore at Greta Point, Evans Bay, Wellington.

Brierleys is described by the OIC as “a New Zealand public listed company which is approximately 20% owned by Malex Industries Berhad, a Malaysian based consortium and approximately 6.4% by interests associated with the Singaporean Government“.

According to OIC, “as a consequence of the acquisition, a conditional agreement has been reached with Groupe Bollore Technologies of France to form a maritime pool.” A second decision this month approves the formation of a “Maritime Pool Joint Venture” to be owned 50% by BIL and 50% by SCAC Delmas Vieljeux of France (a Bollore subsidiary), which will acquire assets from the two shareholders. “The parties to the Maritime Pool Joint Venture have agreed to the establishment of a Maritime Pool for the operation of a Trans-Tasman liner trade. The Maritime Pool will be created by the combining of various shipping assets owned by the parties to the Joint Venture.” The consideration for the combination was initially suppressed, but was released after appeal to the OIC: US$30,856,000.

Groupe Bollore owns one of Union Shipping’s main competitors, the Australia New Zealand Direct Line (ANZDL) which has its headquarters in Long Beach, California and operates seven vessels between the U.S.A. and Australasia, operating its trans-Tasman routes by riding on that trade. According to news reports, the deal is that BIL’s Australian subsidiary, Australian Consolidated Investments Ltd, is buying Union’s trans-Tasman shipping assets for $US18 million ($26 million), and then selling half the operation to Bollore. Bollore is also buying half of ANZDL’s assets for $US30.9 million. A company 50/50 owned by BIL and Bollore will then run the operation which will focus on the trans-Tasman routes, with 30-40% of that trade. Union Shipping has three roll-on/roll-off ships and ANZDL seven container ships on the route.

ANZDL has been heavily involved in the politics of trans-Tasman shipping. According to Kevin Hart (New Zealand Herald, “Brierley deal charts smoother waters”, 11/1/97) “in the past few years, [it] has quietly but aggressively spearheaded the undermining of the transtasman union accord”. The accord guarantees that seafarers from Australia and Aotearoa get the jobs on ships on the trans-Tasman trade, and hence protect their jobs, pay and working conditions from cheap-labour competition. Recently Australian unions have backed down on the accord, but the Union/ANZDL merger led to claims by the Australian Transport Minister that the accord was dead, and denials by the New Zealand Seafarers’ Union.

ANZDL itself arose from the Australia New Zealand Container Line, part of New Zealand’s state-owned Shipping Corporation (which was itself fully privatised by the 1984-1990 Labour government in 1989), merging with the Pacific Australia Direct Line (PAD) in 1987. It was bought by Bollore subsidiary, Delmas, in 1988. Bollore was a bidder for the Australian National Line (ANL) when the Keating government tried (unsuccessfully) to sell it. And Union Shipping itself has been the beneficiary of an Australian privatisation: in 1996 it acquired the remaining 50% of Coastal Express Line it did not already own, from ANL. Coastal Express Line operates ships between Tasmania and mainland Australia.

Union Shipping, which was owned for many years by the huge British P. and O. shipping group, formerly had a virtual monopoly on trans-Tasman trade. Bollore in recent years was one of its main competitors, leading to speculation that Union Shipping was running at a loss when TNT sold its share to BIL. BIL’s 1996 Annual Report is unusually quiet on the company.

The Union Company was until 1917 (almost unbelievably from today’s viewpoint) a New Zealand owned international shipping company. It was then taken over by P. and O., despite the sale being described as a “disaster” by the Minister of Marine at the time. In 1971, by which time Union controlled much of our coastal shipping, P. and O. sold the company to TNT of Australia, but only after widespread public protests led by the Seamen’s Union. Government intervention allowed the sale to proceed, but with an equal split in shareholding between TNT and a consortium of companies with interests in Aotearoa (“Takeover New Zealand”, by W.B. Sutch, Reed 1972, pp.90-93). It was the latter shareholding that BIL eventually got hold of. It is yet another irony in Union’s story that it was TNT that in the end sold out – but to another overseas owned company.

(Refs: Press, 4/12/96, “Brierley buys rest of Union Shipping from TNT”, p.41; 8/1/97, “BIL in new shipping line”, p.21; 7/2/97, “Brierley and Bollore agree on merger prices”, p.29; 8/3/97, “Seafarer officials deny accord dead”, p. 8; http://www.anzdl.com/WhatIsANZDL.htm; http://www.anzdl.com/HistoricalTimeline.htm.)

Skellerup/Maine Investments sells Lime and Marble/DML Mining

Skellerup Group, another former BIL subsidiary which is now owned by Maine Investments Ltd is selling yet another asset. Maine, which is 84% owned by Goldman Sachs of the U.S.A., is selling Lime and Marble Ltd and DML Mining Ltd to Auriferous Mining Ltd for $4,600,000. This includes “approximately” 102 hectares of freehold land and 297 hectares of leasehold land in Westland. Auriferous is incorporated in the tax-haven, the British Virgin Islands, and is owned equally by three companies. They are Tangent International Ltd whose major shareholder is Werner Muller of Switzerland, Campanie International Holdings Inc whose major shareholder is Kwok Wai Chiu of Hong Kong, and Rysaffe Trustee Company (CI) Ltd as trustee for Geoff London of the U.K. The OIC says:

“Auriferous is a newly incorporated company which has been established specifically to invest in international alluvial gold mining business. … Auriferous intends to devote significant financial resources to the development of its mining business in New Zealand. It is stated that Auriferous sees the proposal as enabling the Company to establish a presence in New Zealand along with the ability to capitalise on significant mining opportunities available in New Zealand. … The Commission is also advised that at present the current shareholder of Lime and Marble and DML Mining is not funding working capital requirements. It is stated that without the involvement of Auriferous the outlook for the business is at best a severe reduction in the size of the business or at worst its failure.”

Since its management buyout and sale to Maine Investments in March 1996, Skellerup has sold CablePrice Ltd to Hitachi of Japan, its half share in Dominion Salt to Ridleys of Australia, Levene Paint Manufacturing Ltd to ICI Australia, and the North Wiri Quarry (owned by subsidiary DML Resources) to Milburn of Switzerland. The above comment reported by the OIC indicates that Maine Investments is simply asset stripping it, and not investing further in its subsidiaries’ operations. Recently there have been questions asked about the reason for the falling price of Skellerup’s remaining shares on the New Zealand Stock Exchange.

Lime and Marble was originally an independent Nelson based company quarrying (you guessed it) lime and marble, which branched out into mining. During the 1980’s, part of it became Mintech New Zealand and was owned by Newmans and Transport Nelson, before being sold to AG Pluess-Staufer of Zurich, Switzerland. The remainder became part of DML Resources, owned by Skellerup. (Ref: Press, 19/04/97, “Unusual rural business holds industry together”, p.27.)

Lion Nathan sells NZ Wines and Spirits assets to Australian Liquor Marketers

Lion Nathan Group is selling the “business assets and undertakings” of its subsidiary New Zealand Wines & Spirits Ltd to Tasman Liquor Company Ltd, a subsidiary of Australian Liquor Marketers Pty Ltd of Australia, for an amount “to be advised”. Australian Liquor Marketers is owned 50% each by Davids Ltd and Foodland Associated Ltd and claims it is

“one of the largest liquor wholesalers in Australia and wishes to extend its business into New Zealand … New Zealand Wines & Spirits Limited will retain the exclusive agencies which it has for various liquor products and in addition the applicant intends to expand the range of products.”

Foodland owns the Farmers (FTC: 52 stores) and Deka (81 stores), James Smiths Department Stores Ltd (four stores), and the Toy Warehouse chain (11 stores), a total of 148 variety stores in Aotearoa making it probably the biggest such chain in Aotearoa. It owns the Venture Stores chain of 53 department stores in Australia. It is also big in food retailing, controlling Progressive Enterprises Ltd through its 57% ownership. Progressive owns the Countdown, Supervalue, Foodtown and 3 Guys supermarket chains, the Georgie Pie restaurant chain (recently largely sold off to MacDonald’s), and grocery wholesaler and retailer, Rattrays. In 1993 this included 83 supermarkets with 34 per cent of supermarket sales in Aotearoa.

Lion Nathan itself is now officially an overseas company (letter to CAFCA from the OIC, 18/3/97), its 1996 Annual Report having revealed that only 48.05% of its shares were then held by Aotearoa residents. Perhaps only coincidentally, at about the time of the takeover of New Zealand Wines & Spirits, there was widespread speculation that Lion Nathan’s CEO, Douglas Myers, had sold his 16% interest in the company to giant U.S. tobacco and brewing transnational, Philip Morris, the tenth biggest company in the Fortune 500 whose revenue is comparable to the national income of Aotearoa. This led to inquiries by the Australian Securities Commission and intense annoyance (and denials of any intention to sell) by Myers.

Agroforestry sells remaining 25% share of Mangamuka Forest to China

Fortknox Investments Ltd, which is owned by the Government of Foshan City, Guang Dong, China, has approval to acquire the remaining 25% interest in the Mangamuka Forest (approximately 560 hectares) in Northland. It is buying it for $1,050,000 from Agroforestry Development (NZ) Ltd which is owned by “Messrs Chua, Lee, Chan and Sim” of Singapore. “The vendor has different aspirations and philosophy for the future of the forestry operation from those of Fortknox.” Fortknox will continue to develop and replant the property and proposes “to process at least some of the existing timber from the forest at its timber factory at Tuakau” south of Auckland, prior to it being exported.

In April 1994, Agroforestry Development (NZ) Ltd sold 75% of its shares to Fortknox for $5,855,000. Before the transaction, Agroforestry, and its subsidiary Sweetwater Nurseries (NZ) Ltd, transferred two pieces of rural land they owned to Cambridge Nursery Ltd, set up for the purpose and owned by Messrs W.C.S. Chua and K. G. Lee of Singapore, the former owners of Agroforestry. The land was a 58 hectare block at Awanui, Northland, owned by Sweetwater Nurseries (NZ) Ltd sold for nil, and a 95 hectare block in Maungatautari Road, Cambridge for $1,500,000. In July 1994, Fortknox bought a 75% direct interest in the Mangamuka Forest for $5,850,000 from Agroforestry.

In March 1992, Agroforestry was given approval to buy a piece of Crown land being sold “in terms of the Government’s policy to sell non-forest properties which are surplus to requirements”. The land was a 95 hectare rural property on Maungatautari Road, Cambridge, sold for $925,000. Agroforestry said it intended to use it for growing “chestnut products”, paulownia (tree crop) for timber, and herbs, all for export. In July 1993, Messrs Chua and Lee got permission to buy the Mangamuka property for approximately $4 million. “They propose to selectively log the 380 hectares currently planted in Pine and also propose to plant the rest of the property as well as replanting the areas logged.” The vendor was Whangarei Hotel Ltd. In October 1993, Sweetwater Nurseries (NZ) Ltd (whose minority shareholders included C.C. Sin (sic) and W.K. Chan) acquired a 30 hectare rural property at Awanui, Northland, for “approximately” $160,000. The property was a “former forestry development nursery which is currently owned by the New Zealand Forestry Corporation”, although it “has not been used as a nursery for some years and is in need of redevelopment”. The property was “being acquired to establish a nursery for propagating forestry trees, which will be used principally to plant, and where appropriate, replant forestries recently acquired in Northland”.

Australian trust and Fulton Hogan buy Howick land for subdivision

Howick Parklands Limited has approval to buy 20 hectares of land at Point View Drive, Howick, Auckland, for residential subdivision, for $7,850,000. Howick Parklands Ltd is 100% owned by the trustees of the Lambie Trust, the ultimate beneficiaries of which are members of the Jamieson family “originally from Australia”, and a joint venture comprising Fulton Hogan Limited which is owned 36.5% by Shell New Zealand Holdings Limited and Dannemora Holdings Limited of Aotearoa. “It is the applicants’ intention to divide the property into two equal parcels and for Howick Parklands and the Fulton Hogan/Dannemora joint venture each to proceed to develop their parcels independently but co-operatively.”

In November 1994, February 1995 and May 1995 a joint venture between what was then referred to as Danne Mora Holdings Ltd and Fulton Hogan Ltd gained approval to buy 64 hectares, 31 hectares, and two 13 hectare blocks of land (respectively) at Howick/East Tamaki, also to develop into a residential subdivision. The November 1995 purchase included Airlie Lodge.

Neil Construction of Malaysia buys Massey land for subdivision

Neil Construction Ltd, which is owned by Neil Holdings Ltd, a Tiong family (Malaysia) company, is buying another 14 hectares of land for subdivision in Auckland, this time at Lincoln Park Avenue and Triangle Road, Massey, for an initially suppressed amount. That amount was released after appeal to the OIC: $2,500,000.

“Neil Construction proposes to add this property to its existing portfolio of subdivisional land in the Auckland region … the acquisition of this parcel of land enables Neil Construction to maintain a balanced portfolio of subdivisible land stock throughout the Auckland region and to meet the demand for residential sections in this locality.”

Clear leases four hectares in North Shore City for new headquarters

Clear Communications Limited has approval to lease four hectares of land in Takapuna, North Shore City, Auckland, for a suppressed amount. It is part of a 20 hectare block owned by Betty Leila Holdings Ltd which appears to be owned by the Smale family who

“have decided to develop the property into an office park. … Clear has entered into a lease agreement for a purpose built twin tower office building and associated car parks within the proposed office park complex. … Clear proposes to establish its corporate headquarters in the building.”

 

Clear is 50% owned by overseas interests and 50% owned by New Zealand interests (Television New Zealand Ltd and The Todd Corporation Ltd). The overseas interests in Clear are held by MCI Financial Management Corporation (25%), a corporation incorporated in Delaware, U.S.A., and Newgate (NZ) Holdings Limited (25%), a wholly owned subsidiary of British Telecommunications PLC of the U.K.

Religious retreat established by Thai Buddhists with “business acumen”

The Dhammakaya International Society of New Zealand, a charitable society formed by the The Dhammakaya Foundation of Thailand, has approval to acquire 424 hectares of land at Parekura Road, Oneriri, RD 2, Kaiwaka, north of Wellsford, Northland for $2,250,000. The land adjoins the foreshore and “the Society proposes to establish a forestry operation on 80% of the property while the remainder will be used for cattle grazing and the establishment of a religious retreat.” Not just your average Thai monks though: “The Commission is further advised that the Trustees have business experience and acumen and that this is evidenced by the manner in which The Dhammakaya Foundation’s existing worldwide investments are carried out and managed.” Claimed benefits include those everyone makes for jobs, investment, and exports for this kind of project, but also “the creation of a substantive religious retreat for use by New Zealand Buddhists which would otherwise not be available.” Eat your heart out Carter Holts! Of course the official investment criteria do not allow for such benefits as spiritual uplift: it is just as well they can show off their “business acumen” or the OIC would have had to reject their application.

RII and Rayonier form joint venture in Northland

A company called in the original decision, RII Marlborough Limited, but in a February 1998 release, RII Mahoe Ltd, which is predominantly owned by pension funds and non-profit, charitable and educational institutions based in the U.S.A., and Rayonier New Zealand Ltd of the U.S.A., are forming an unincorporated joint venture to own Rayonier’s Pouto and Waitangi Crown forestry licences. The Northland forests cover approximately 5,397 hectares, and all the assets and trees associated with those licences are also part of the sale. The price, and the shareholding of each company in the joint venture, were originally suppressed, but the shareholding was released in February 1998. RII is to have 75% and Rayonier 25%.

Macraes buys a further eight ha. land at Macraes Flat, Otago

In a decision originally (in keeping with Macraes’ practice) almost totally suppressed, Macraes Mining Company Ltd has approval to acquire eight hectares of land at Macraes Flat, Otago “as part of the ongoing identification of gold resources at the Macraes Gold Project“. The land is being purchased for $75,000 from Messrs G.N., R.W. and E.G. Mills. Macraes Mining is “approximately 39%” owned by Union Gold Mining NL of Australia.

Other land for forestry

  • Evergreen Forests Ltd, which is 60% owned by Xylem Fund I.L.P., a limited partnership which is an investment vehicle for the Public Employees Retirement System of Ohio, U.S.A., has approval to buy the 1,703 hectare Te Kuri Station, Kaipara, Northland, from Landcorp Farming Ltd for an amount that was originally suppressed. That was released in December 1997: $7,900,000. Some 484 hectares of Te Kuri Station is planted in radiata pine and Evergreen intends to plant the balance of the property from June 1997. The operation at Te Kuri Station will be run in conjunction with Evergreen’s existing forestry operation in the region known as “Pouto Forest Farm”.
  • Deborah Miller of Brookfields, Auckland, is busy again. This month she has organised the sale of 37 hectares of land in the Mahuri Forest, Mangamahu, Wanganui, to two residents of Taiwan for $143,491. As usual, the land was sold by the New Zealand Forest Group Ltd, and “New Zealand appointed agents” will continue to operate the forest.
  • Old Mill Forest Partners, a limited partnership owned by the Paulus family of the U.S.A., has approval to acquire “approximately 536 hectares” of land known as Braeside Forest, at State Highway 2, 36 km from Gisborne for forestry. The amount paid was originally suppressed but was released after appeal to the OIC: $758,000. This is not their first such purchase: the OIC notes “the establishment of commercial forestry operations on two other properties in the Hawkes Bay/Gisborne region”. In January 1996, forestry developer, Roger Dickie (NZ) Ltd sold 342 hectares of land known as Grand Vue and Pine Park Forests in Gisborne to Old Mill. The price was $739,390 and the land was to be used “by converting pasture and scrub land into a genetically superior managed radiata pine forest”. The land was to be developed as part of “the larger 900 hectares Craills Brothers Forestry development”.
  • Carter Holt Harvey Forests Ltd, a subsidiary of Carter Holt Harvey Ltd, itself approximately 51% owned by International Paper Products of the U.S.A., has approval to buy “approximately” 347 hectares of land at Pohokura Tutira Road, Hawkes Bay for $1.1 million for forestry.
  • Rayonier New Zealand Ltd, owned by Rayonier Inc of the U.S.A., is buying four forestry rights over 50 hectares of land in Southland from the Benmore Partnership of 15 people. The price paid was suppressed until August 1998 when it was revealed as $1.2 million.
  • Craigpine Timber, which is owned 50.5% by Bowker Holdings No. 14 Limited, owned by members of the Black Family (residents of the United Kingdom and Australia) and 49.5% owned by Donaghy’s Limited a New Zealand public listed company, has approval to acquire forestry, cutting and harvesting rights over two blocks of land in Southland. The first is 38 hectares, the rights being sold by J.S. Robertson and the Trustees in the Estate of H.E. Robertson for “approximately” $140,000, and the second is 185 hectares, the rights being sold by Brunel Peaks Partnership for “approximately” $200,000. “Craigpine view the acquisition of the forestry right as a natural extension to its forestry related activities in the Southland region. … the acquisition of the forestry cutting rights will assist in the continuation and enhancement of Craigpine’s existing sawmill operation at Winton (Southland).” The Black family and Craigpine also own farms and a sawmill in Canterbury.
  • The shareholders of Wenita Forest Products Ltd are restructuring their interests. Sinotrans (NZ) Ltd, a subsidiary of China National Foreign Trade Transportation Corporation which is owned by the Chinese Government and formerly had 45% of the shareholding, is acquiring 10% more shares for a price initially suppressed but revealed on appeal to be $10,445,821.60. The other shareholders are Togen Enterprises (NZ) Ltd of Hong Kong (45%) and Chen Weng Dong of China (10%). It is not clear what the new shareholdings will be. What is interesting though is the extent of Wenita’s forestry interests. The OIC lists 5,796 hectares of freehold land comprising Wenita Forest Estate at: Mt Allan Forest (Mosgiel), Brock Forest (Otago Coast), Waronui Forest (Milton), Rosebank Sawmill and Allanton Processing Plant, all located in Otago. Wenita also holds Crown Forest Licence over 23,695 hectares of land at Berwick and Otago Coast, Otago.

Other rural land sales

  • W. H. Holdings Ltd whose directors and owners reside in Singapore, has approval to purchase 273 hectares of rural freehold land and 17 hectares riverbed leasehold land in the Hundalee Survey District, Marlborough for $1,000,000 for the freehold land and $1,250 rent on the leasehold interest, for beef farming. “The acquisition will enable the establishment of a joint venture with Te Mania Angus Stud of New Zealand (which will have a majority New Zealand ownership) and the expansion of the Te Mania Angus Stud and finishing operation.”
  • Lichfield Nominees No. 49 Limited, which is owned by Mr Hans Barkell-Schmitz, a United Kingdom citizen residing in Hong Kong who “is proposing to take up New Zealand permanent residency”, has approval to buy 214 hectares of land known as Randolph Downs, in Ram Paddock Road, Amberley, Canterbury, for $950,000. The land is currently used for sheep and cattle farming. “The applicant has identified an area of approximately 40 hectares which has a micro climate and soil type suitable for development of a vineyard of a size sufficient to sustain its own winery operation. The balance of the land will be suited for deer production following significant capital expenditure in the way of fencing and other improvements.” In November 1995 we reported that Lichfield and Barkell-Schmitz had consent to acquire 30 hectares of land in North Canterbury for $65,000. He was then “seeking permanent residency” and wished “to acquire the property to erect a residence for his own use and to develop a tourist lodge on the property. It is also proposed to plant forestry on about half the land. The Commission is further advised that the lodge would cater for approximately 30 guests and that Mr Barkell-Schmitz intends to target South East Asia tourists utilising his existing business contacts in the region. The Commission is also advised that the land is part of a larger former farming property which has been progressively subdivided for development into rural residential blocks.”

 

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