August 2001 decisionsWestfield buys lease of carparks at Manukau City Centre from Fletcher Property CDL Land buys more land for subdivision in Browns Bay, Auckland Black family get permission to buy Donaghys’ share of Craig Pine Timber Belgian-owned company buys 50% share in Roa Mine Soper Group of U.S.A. buys 1,278 ha. in Hokonui, Southland, wants 10,000 ha. Sacred Hill gains Hong Kong shareholding and land in Marlborough Westfield buys lease of carparks at Manukau City Centre from Fletcher PropertyManukau City Centre Ltd, owned by Westfield Trust of Australia, has approval to acquire a 2.0 hectare leasehold property between Davies Avenue and Amersham Way, Manukau, Auckland, from Fletcher Property Ltd for a sum “to be advised”.
In May 2001, the OIC Commission gave consent to Manukau City Centre Limited to acquire the remaining 50% interest in the Manukau shopping centre retail precinct and shopping centre carpark land, held by National Mutual Life Association of Australia (owned by AXA). However, to complete the purchase, Westfield is required to take responsibility for separate office carparks that service nearby office tower owners, and for the carparking agreements with the office tower owners. This purchase of the land lease from Fletcher Property “is likely to remove any doubt of the development proceeding”.
Fletcher Property is owned 7.9% by Xylem Fund ILP, U.S., and the rest in minority shareholdings as follows: · 50.5% – Aotearoa · 29.7% – U.S. · 7.1% – U.K. · 3.6% – Australia · 1.1% – Japan · 0.1% – Canada CDL Land buys more land for subdivision in Browns Bay, AucklandCDL Land New Zealand Ltd has approval to acquire 4.1 hectares at Oteha Valley Road, Browns Bay, Auckland for a suppressed amount. It will be subdivided into “more than 40 residential sections to be made available for sale to the open market. It is envisaged the total project timetable for development and sale will consist of two stages over four years.”
In June 2000 the OIC granted consent for CDL Land to purchase 5.7 hectares of adjoining land in Browns Bay, and a further 4.1 hectares, also in Browns Bay. Both were in East Coast Bays Road, and were to be subdivided into “more than 118” sections.
CDL Land is owned by CDL Investments New Zealand Ltd, itself a 60.11% subsidiary of CDL Hotels New Zealand Ltd (according to Datex – 2/11/01 and 27/7/01), but with additional overseas shareholders it is in total 71.13% overseas owned. Likewise CDL Hotels New Zealand is 74.35% overseas owned (including 70.22% by CDL Hotels Holdings NZ Ltd), a subsidiary of Millennium and Copthorne Hotels Plc, itself 52.5% owned by CDL Hotels International (according to Datex), which is controlled by the Hong Leong Group of Singapore.
The OIC describes CDL Land as being 58.2% owned by minority shareholders in Aotearoa, 22.1% by the Hong Leong Group of Singapore, and 19.6% owned by minority shareholders in Singapore. Black family get permission to buy Donaghys’ share of Craig Pine TimberBowker Holdings No. 14 Ltd has approval to acquire the 49.5% of Port Craig Holdings Ltd that it doesn’t already own for $9,000,000 from Naseby Timber Company Ltd. Port Craig owns 3,324 hectares in Southland including 3,309 hectares in various forests, and 14 hectares freehold and nine hectares leasehold at Winton Sawmill.
However, it is not that simple.
The key company in the transaction is Craig Pine Timber Ltd, “a forestry and sawmill company which operates predominantly in Southland”. It is owned by the holding company Port Craig Holdings Ltd. Port Craig is 50.5% owned by Bowker Holdings, and 49.5% by Donaghys Ltd through its subsidiary, Naseby Timber Company Ltd. Donaghys wants to get out of Craigpine, and Bowker has a pre-emptive right to Naseby’s shares. The OIC approval gives Bowker the ability to take up that right if agreement can be reached on price.
Bowker is largely owned by the Black family. The Black family and Craig Pine also own farms and a sawmill in Canterbury. Bowker’s shareholding is as follows:
31.15% – Australia, N M G Black 1980 Settlement Trust – Graeme Fund 9.66% – Australia, Q J S Black 2.65% – Australia, G L S Black 12.41% – Australia, minority holdings 9.66% – United Kingdom, N M Guest 12.41% – United Kingdom, minority holdings 9.66% – New Zealand, M C Atkinson 12.41% – New Zealand, minority holdings
Donaghys is owned as follows:
62.65% – Australia, minority holdings 21.78% – New Zealand, R A Callon, J E Callon & the Callon Family Trust 7.82% – New Zealand, Pencarrow Funds Management Limited 7.74% – New Zealand, minority holdings Belgian-owned company buys 50% share in Roa MineRoa Mining Company Ltd which is 50/50 owned by Luc Bohyn of Belgium, and Brent Stanley Francis of Aotearoa, has approval to acquire the Roa Mine, near Blackball, Westland, which includes 357 hectares of mining licences. It is being purchased from Francis’ wholly owned company, Francis Mining Co Ltd, for a suppressed amount.
“The joint venture entity will financially secure the operation of the mine and provide Coaltrac with a secure long term supply of Roa coal for its existing markets in the European, United States and Asian markets.”
The OIC doesn’t explain who or what “Coaltrac” is. However, a news report on the web site of the Ministry of Economic Development, “Francis Mining in two export coal ventures”, (http://www.med.govt.nz/crown_minerals/news/news.asp?newsID=1998020801, 27/11/01) explains:
Francis Mining Company Ltd of Christchurch and Coaltrac AG of Zug, Switzerland, said in a statement that they have reached a joint venture agreement and formed Roa Mining Company Ltd to further develop the Roa mine near Greymouth for the export coal market.
Francis Mining earlier announced that it had reached a separate agreement with Solid Energy aimed at increasing their international sales.
The partnership between Coaltrac and Francis Mining will create 20 additional jobs at Roa Mine, near Blackball, and will almost double the current workforce.
Luc Bohyn of Coaltrac, who has been actively marketing New Zealand coal for about 10 years, recognised the opportunity for excellent long-term markets for the unusual characteristics of Roa coal.
Francis Mining managing director Brent Francis said the Roa coal is highly reactive hard coking coal, containing low volatile matter, low ash and low sulphur that mainly suits specialist coal and carbon consumers such as activated carbon and foundry coke consumers.
Coaltrac and Francis Mining reached an agreement in mid-2000 for the Christchurch company to re-open its Roa mine while Coaltrac purchased the output for the European market. This production and marketing agreement has now evolved into a full joint venture agreement with both companies taking equal participation in both the Roa mine and Roa Mining Company Ltd.
The new company intends to boost production and will target markets in the United States, Japan and Southern Hemisphere countries.
Under the separate agreement with Solid Energy, Francis Mining will sell 20,000 tonnes of coal a year from the Roa mine to Solid Energy. Some of the coal produced by Francis’s Echo opencast mine near Reefton will also be sold to Solid Energy. The Echo coal will be used for blending with Solid Energy’s own product for the international and domestic markets.
Solid Energy has also purchased the assets of Francis Mining s coal processing facility near Reefton to replace its own washery near the company s Island Block mine.
Brent Francis said that Francis Mining and Solid Energy were taking a very co-operative approach to future international coal marketing and by working closely together should enhance the reputation of New Zealand coals.
Don Elder, Solid Energy chief executive, said the agreement with Francis Mining gave Solid Energy an increased range of options for blending its coal and would allow his company to expand some specialist markets overseas, particularly in Europe.
Bohyn is also Managing Director of his consulting company, LB Europe. He founded it in 1990, and it originally “traded various minerals such as chrome ore, bauxite as well as coal”, but in 1996 transferred its trading activities to Coaltrac, to which it still acts as a consultant. “LB Europe has been active as a consultant to coal producers and traders interested in the European market for coal. From 1995 until end 2000 LB Europe was also active as a consultant to Euriscoal, a lobbying group, promoting coal as a clean, secure and competitive energy source for today as well as for the future” (see http://www.energy-coal-eur.com/LBEurope.htm). Soper Group of U.S.A. buys 1,278 ha. in Hokonui, Southland, wants 10,000 ha.JPS, ultimately owned by the Soper and Wheeler Families of the U.S.A., has approval to acquire 1,278 hectares at Hokonui, Southland, for $1,797,188 from Boundary Developments Ltd of Aotearoa. It is the start of something much bigger:
“JPS is a New Zealand unlimited liability company which is wholly owned by Soper Pacific LLC. Soper Pacific LLC is a United States company. The shares in Soper Pacific LLC are owned by two other companies, Soper LLC and Soper Company…
The Soper Group has been part of the California forest management scene since early in the 20th century. It currently manages 40,000 hectares in California. The Soper Group’s principal activity is the harvesting and management of trees for sale in the forest products industry.
This purchase is the first acquisition in a forestry programme. The Applicant proposes to acquire approximately 10,000 hectares in the lower South Island and convert the land to forestry plantations. JPS intends to own and manage the properties that it acquires. A feature of the JPS investment strategy is the intention to invest in a range of species other than radiata pine. The Soper Group has long experience with a diverse range of commercial species in California including Douglas Fir, Californian Redwood, Ponderosa Pine, Incense Cedar and White Fir. The Applicant claims that these species grow well in New Zealand and command values many times higher than equivalent grades of radiata pine.” Other land for forestry· In two approvals, blocks of land in Waikato, near Ngaruawahia, are being purchased by investors from Taiwan from the New Zealand Forestry Group Ltd, which is owned 76% by Wesley Garratt of Aotearoa, and 24% by J. Hong of Taiwan. The purchasers are members of the Brooklands Forest group, which has “entered into an arrangement with New Zealand Forestry Group to develop approximately 1,200 hectares of land at Ngaruawahia. Currently 138 hectares of land has been afforested”. The sale is like many in this and other regions organised by New Zealand Forestry Group, the last such sales being in July 2001. The investors provide the money, while New Zealand Forestry Group manages the development of the forestry operation. The four investors in this case, acquiring land at State Highway 22, Te Akau Road, are: · Chang and Yen Family Trust, acquiring 20.1 hectares for $128,640; · Yi-Chun Liu and Chien-Chung Chang, acquiring 19 hectares for $121,600. · Fletcher Challenge Forest Industries Ltd has approval to acquire two hectares at Stanley Road, Whakatane, Bay of Plenty for $22,500 from Woodhills Properties Ltd of Aotearoa. The purchase appears to part of a “general consent under the Regulations to purchase adjoining land by way of boundary adjustments, where the nett area being acquired does not exceed 25 hectares land, primarily in the Central North Island for the purposes of enhancing its existing afforestation venture. Such acquisitions would involve the formalising of existing boundaries of convenience, where trees have been planted over the legal boundary due to the terrain of the property or will enable the Applicant to acquire small parcels of adjoining land to provide access or other services to the adjoining forestry estate.” · The Tuten Family Partnership, owned 20% each by John C. Tuten Jnr, Margaret E. Tuten, Virginia E. Tuten, John C. Tuten III, and Grace G. Tuten, all of the U.S.A., has approval to acquire 605 hectares at Mahia East Coast Road, Wairoa, Hawkes Bay for $1,181,251 from Roger Dickie New Zealand Ltd of Aotearoa. The Tutens have “entered into an arrangement with Roger Dickie New Zealand Limited, to develop approximately 605 hectares of land at Mahia for commercial forestry and the establishment of 60 hectares of olives trees for commercial development”.
It is not clear where the additional 60 hectares will come from. However, “In the short to medium term the focus of the proposal will be on the development of the commercial olive grove on up to 60 hectares of the property. This will be developed over three years, with up to 20 hectares being planted annually. The forestry operation involves planting in three species, Radiata over 275 hectares and Douglas Fir/Redwood over 150 hectares. The first cuttings are to be planted during winter 2002. In essence, the proposal is a joint venture between overseas persons who will provide capital for development purposes and New Zealand forestry management and horticulturist companies, who will provide the necessary and continued expertise to the operation.” · Pan Pac Forest Products Ltd, owned 87% by New Oji Paper Co Ltd and 13% by Nippon Paper Industries, both of Japan, has retrospective approval to acquire two blocks of land in Hawkes Bay. It is not revealed how long ago the purchases actually took place. In both cases, the land was planted in pinus radiata in 2000 and will be ready for harvest in approximately 2029, and adjoins other pinus radiata forest from which Pan Pac “sources wood fibre” for its processing plant at Whirinaki. The purchases are: · 85 hectares at Flat Rock Forest, Pakuratahi Valley, Tangoio from Utaraya Finance Inc owned 50/50 by Tirox Family Trust and Rotix Family Trust of the U.K. for $168,750. Utaraya received approval to acquire this land in September 1998 from Flat Rock Forest Estate when the latter went into receivership. At that stage, Utaraya owned 3,361 hectares of freehold forest holdings and 46 hectares of forest rights in Aotearoa. Though its ultimate ownership is in the U.K., in 1998 at least, the two trusts were actually registered in Liechtenstein. · 70 hectares at Parsons Block, Waipunga Road, Eskdale, from Carter Holt Harvey Ltd, owned 51% by International Paper Ltd of the U.S.A., for $126,338. · Jens Stevn of Denmark has approval to acquire 232 hectares of land adjoining native bush conservation land at State Highway 6, Murchison, Nelson from Daryl Bradley (Murchison) Ltd for $225,000. He “intends to convert the property from its current use as rough grazing to a forestry plantation principally Pinus Radiata with smaller areas of Douglas Fir and Eucalyptus.” He will begin planting in the winter of 2002, with further plantings in 2003 and 2004. Stevn “intends to protect the native bush areas administered by the Department of Conservation (DOC), that are adjacent to the subject property. In this regard, it is proposed to plant those parts of the property adjacent to the areas administered by DOC in native species to preserve the integrity of the conservation land. It is also proposed to institute a programme to control the feral goats, hares and possums on the property which will benefit both the property and the adjacent conservation land.” Sacred Hill gains Hong Kong shareholding and land in MarlboroughJebsen and Co (China) Ltd, which is 84% owned by the Jebsen Family of Hong Kong and 16% by J.H. Jessen of Singapore, has approval to acquire up to 30% of Sacred Hill Winery Ltd from the Mason Family of Aotearoa for $3,000,000. Sacred Hill Winery owns 59 hectares of land at Dartmoor Road, Puketapu, Hawkes Bay. Jebsen and Co “is a major distribution, service and marketing company with experience in the wine industry. It views the proposal as an opportunity to invest in the New Zealand wine industry and to assist with the development of the viticultural business of Sacred Hill.”
In a second decision, Sacred Hill Wines Ltd, owned 70% by the Mason Family of Aotearoa and 30% by the Jebsen Family of Hong Kong, has approval to acquire 18 hectares at Jacksons Road, Marlborough for $4,050,000. Whether this is a separate company or the difference in name is just a typing error is not clear. But according to the OIC, Sacred Hill Wines “has an extensive wine production business principally in the Hawkes Bay”. It “wishes to expand its production base. It is proposed to acquire the Cairnbrae vineyard and winery in Marlborough. The expansion into the Marlborough region, which among all the wine producing regions in New Zealand, has the strongest recognition in overseas markets, is seen as an essential development for the company and one that will enhance its overall value and give it the ability to generate substantially increased export sales. The acquisition will enable the Applicant to extend its existing range of wine production. The acquisition will provide the Marlborough vineyard, which is struggling due to its size, in the face of a growing competition in the local market to become part of a strong and well balanced export wine business.” Other land for wine· Montana Group (NZ) Ltd (formerly Corporate Investments Ltd) has approval to acquire nine hectares of leasehold land at Clintondale Estate, State Highway 63, near Renwick, Marlborough, from Whyte Trustee Company Ltd of Aotearoa for $279,034, for grape growing. It adjoins land leased by Montana’s subsidiary, Corbans Wines Ltd, to develop as a vineyard. At the time of this purchase, Montana was in the midst of a battle as to who would control it: Lion Nathan (controlled by Kirin Brewery Company Ltd of Japan), or Allied Domecq PLC of the U.K. Allied Domecq eventually won the war (for earlier details, see our commentary on the February 2001 decisions). Other shareholders at this time were Morgan Stanley Asset Management of the U.S.A. (3.6%), AMP Society of Australia (1%), and Montana chairman, Peter H. Masfen of Aotearoa (0.03%). In total, Montana was 69.3% overseas owned. · Berridge Vineyard Estates Ltd, owned by Richard David Berridge of the U.S.A., has approval to acquire two adjoining blocks of land at State Highway 6, Wanaka to Luggate Highway, Lowburn, Otago. They are · 22 hectares at Parkburn, from Parkburn Ltd of Aotearoa for $630,000; and · 35 hectares for $770,625 from Harold Kruse Davidson of Aotearoa. Berridge “is proposing to establish a viticultural operation in Otago and is looking at acquiring a number of properties within the locality”. These properties are the second and third properties to be acquired. Parkburn is currently used for pasture land and a 2.6 hectare vineyard and is described as “marginal grazing property and young low yielding vineyard”. The OIC recorded its approval for Berridge’s first property in July 2001: 23 hectares at State Highway 6 (Wanaka to Luggate Highway) for $517,500. Berridge “has been actively involved in many vineyard/winery developments”. The company “proposes to develop the land into a premium Pinot Noir producing vineyard. The grapes from the vineyard, in the short term, will be processed by a local winery under contract. In the longer term, the applicant will establish its own winery, which will be sited on another property yet to be acquired. The winery will process the grapes from this vineyard and the others that the applicant proposes to establish. It is intended that the wine will be marketed both locally and overseas, primarily in the United States where the applicant has extensive market connections.” Other rural land sales· Mountain Landing Properties LLC, owned 60% by Peter Charles Cooper of Aotearoa and 10% each by Brian Stebbins, The Booth Family Trust, and Louis Simpson, all of the U.S.A., and Gilbert E Le Vasseur Jr of the U.K., has approval to acquire 338 hectares at Wairoa Bay, Bay of Islands, Northland for a suppressed amount. It is being acquired from MLP LLC, which is owned 80% by Peter Charles Cooper and 20% by Brian Stebbins. Some of it will be farmed and some subdivided: “The development of the land primarily comprises: (a) the redevelopment of the farm which will involve significant capital being spent establishing new farming infrastructure and upgrading the existing farming facilities and the condition of the land; and (b) the subdivision of up to 45 residential lots from the land adjoining the farm which will be developed over a 10 year period with the first 17 sites coming on stream within three years.” · Clifton Patrick Bomar, Jnr, of the U.S.A. has approval to acquire 17 hectares of land at Cove Road and Mangawhai Heads Road, Mangawhai Heads, Northland for $731,250. Bomar, who also owns Bream Bay Farms Ltd which owns an adjacent farm, intends to develop the property, which is used for sheep, beef and cattle farming, and increase its stock numbers. He received approval to buy the other property, of 459 hectares, in January 1991, saying he “intends to reside on the farm at various intervals in each year”. There is no indication that this intention has continued. · Bloomsbury Partnership, owned by the Russell Family of the U.K., has approval to acquire 33 hectares at 4870 State Highway 29, Matamata, Waikato from Cashmere Farms Ltd for $1,164,085. The Partnership operates the Bloomsbury Stud, which runs a bloodstock breeding and dairying operation in Matamata. Most of the property being acquired currently leased from a neighbour, who wants to sell it, and the Stud is buying it to ensure that its operations can continue at their present level. The acquisition of the 77 hectares currently used by the Stud was approved in February 1995 for $3,196,000. At that time, the OIC reported that “the Russell family has had extensive experience in the bloodstock industry and that they propose to establish a bloodstock breeding, agistment, and management operation on the property.” They made the purchase through a unusually long line of holding companies. The family had a trustee company, Pictet Trustee (Jersey) Ltd which had set up a holding company Kalmar Investments Ltd, which in turn owned the shareholding in another holding company, Coralea Investments Ltd, which bought the farm. · P.J. and D.A. Mohr of the U.K. have approval to acquire five hectares at 301 Surrey Hill Rd, Oakura, Taranaki, for $420,000. “Mr Mohr is a Specialist Geologist who is working on the offshore Maari project. He will be working on the project for a minimum of 4 years. He currently holds a 2 year work permit issued on 2 February 2001. Mr and Mrs Mohr wish to purchase a lifestyle block on the outskirts of New Plymouth consisting of a residential home and surrounding land. The land is in the process of being subdivided. They intend to reside on the property. The Mohrs have indicated that they will be applying for permanent residency.” · The Ingleby Company Ltd of the U.K. has approval to acquire another station. This time it is Waikura Station, Waikura Road, Cape Runaway, Gisborne, which is made up of 2,843 hectares of freehold land and 275 hectares of leasehold. It is being purchased from Awakeri Farm Ltd of Aotearoa for $4,412,175 and will be operated as a sheep and cattle farm. Ingleby owns the neighbouring 2,180 hectare Pakira Station, at Te Kumi Road, Hicks Bay, Gisborne, which it bought for $5,460,984 (see the September 2000 decisions). Ingleby also owns a 192 hectare dairy farm at Paekaka Road, Piopio, King Country, acquired in January 2001 for $3,172,500, two blocks of land of 414 hectares and 175 hectares, also at Paekaka Road, acquired in March 2000, and the 3,616 hectare Puketiti Station, also near Piopio, acquired in September 1999. · W.D. and L.D. Davey of the U.K. have approval to acquire two blocks of freehold and one of leasehold land in Somerton Road, Rakaia, Ashburton, Canterbury. They “have held farm interests in Britain since 1976. They have recently sold these interests with a view to immigrating to New Zealand to establish a new lifestyle, and acquiring arable land to farm. [They] have been granted residency status and intend to reside in New Zealand and live on the property.” The land is: · 142 hectares of freehold purchased from Rokeby Farming Company Ltd, owned by Angus George Brown of Aotearoa, for $1,575,000; · 136 hectares of freehold from Duncan McFarlane II of Aotearoa, for $3,515,625; and · 210 hectares of leasehold from the estate of P.W. Tully of Aotearoa, for $746,790. · New Grange Dairy Ltd, owned by the Sheridan Family Trust of Ireland has approval to acquire 285 hectares at 656 Fortrose-Otara Road, Southland for $1,603,125. The trust (then spelt “Sheredan”) gained approval in June 2000 to acquire a 297 hectare dairy farm at Edendale Road, Edendale, Southland for $3,550,001. They intended to increase the production of the farm and construct a rotary cowshed, shelter belts and re-fencing. The current purchase is “as a support unit” to the existing dairy farm. “The property which due to its special soils will allow stock to have a ‘dry under foot’ winter experience, is suitable for the production of supplementary feed for heifer grazing and off farm winter grazing for the dairy herd on the Edendale farm. The objective of running the farm as dairy support unit is to increase the productivity of both properties. The planned production increases are to be achieved via the ability to winter off all stock on the subject property, thus preserving valuable feed and providing a recovery time for the Edendale farm.”
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