February 2006 decisionsPrimecare retirement villages bought by Australian corporate investors AMP buys Summerset Holdings, retirement village operator ING gets approval to buy out Calan Healthcare Nobilo buys four blocks of land in Marlborough for wine growing Australian Worldwide exploration buys New Zealand Overseas Petroleum Hikurangi Forest Farms of Malaysia buys Gisborne land for timber processing Nicks Head Station owner, Griffin of the US, buys Highgate beef farm, Gisborne Karreman Bloodstock of Australia buys two more Cambridge properties Primecare retirement villages bought by Australian corporate investorsIn yet another buyout of retirement care facilities, PrimeLiving Trust of Australia has approval to acquire Primecare Holdings Limited for $130,883,000 from Equity Partners Retirement Assets Limited, owned 50% by John Gerard Darby and 50% by Ian Kerr and Michael Owen Tinkler as trustees of the Kerr Investment Trust.
The purchase includes 27 hectares in Auckland comprising:
The OIO states:
The Applicant, PrimeLiving Trust (PLT), is an unlisted Australian unit trust established to acquire and operate retirement villages in Australia and New Zealand. PLT proposes to acquire Primecare Holdings Limited (Primecare) which owns the Primecare retirement villages situated in the Auckland and Bay of Plenty regions and known as the Ocean Shores Village, Mayfair Village, Parklane Village, Knightsbridge Village, and the Peninsula Club Village. The Knightsbridge Village, and the Peninsula Club Village are land for the purposes of the Overseas Investment Act 2005. The Primecare retirement villages consist of 608 units and 333 apartments.
Primeliving Trust, though described by the OIO as unlisted is in fact “A venture owned by Australian Stock Exchange-listed companies Primelife Corp, Babcock & Brown and MFS” (New Zealand Herald, “Australians move in on retirement sector”, by Anne Gibson, 12/4/06, http://www.nzherald.co.nz/section/print.cfm?c_id=3&objectid=10377047). According to Gibson, “PrimeLiving Trust, was only established in October but chief Jim Hazel said it wanted to dominate the market in Australia”. One of its owners, Primelife, “owns the Henry Kendall portfolio of villages in New South Wales where it has 1230 units. Primelife is already well-established in the retirement sector, managing 40 Australian retirement villages and 20 aged-care facilities.” The acquisitions will continue: Babcock & Brown’s head of corporate finance said PrimeLiving would make a series of acquisitions, “assisted by the company’s experience in financing”. Babcock & Brown manages Prime Infrastructure of Australia which in 2004 bought Powerco in a controversial takeover (see our commentary for October 2004 for further details). MFS is “a highly diversified investment company specialising in funds management, structured finance and tourism” according to its web sites (e.g. http://www.mfspacific.co.nz/our_group.html).
See our commentary for December 2005 for the previous such corporate acquisitions – in those cases by Macquarie and FKP, and Qualcare.
[Decision number 200610012.] AMP buys Summerset Holdings, retirement village operatorIn a further buyout of retirement care facilities, AMP New Zealand Retirement Properties Limited, owned 91% in Australia and 9% in Aotearoa has approval to acquire Summerset Holdings Limited for $125,280,000 which was owned 55.5% by Craig John Thompson of Aotearoa and 44.5% by other shareholders in Aotearoa.
The purchase includes 27 hectares comprising: · 17 hectares at 1240-1248 Ada Street and Beatson Road, Hastings, Hawkes Bay; and · 9.6 hectares at Joyce Adams Place, Waimaukau, Auckland.
According to the OIO,
The Applicant, a wholly-owned subsidiary of AMP Capital Investors (New Zealand) Limited, proposes to acquire 100% of the shares in Summerset Holdings Limited (Summerset). Summerset owns and operates a portfolio of retirement villages in the North Island. Summerset operates eight retirement villages, together with two stand-alone psychogeriatric special care facilities, which in total provides 777 units (including villas, apartments, and serviced apartments), and 350 rest-home and hospital beds. Summerset’s villages and care centres currently provide accommodation and care for nearly 1,400 residents. The acquisition of Summerset by the Applicant is seen as a strategic investment by AMP Capital Investors (New Zealand) Limited in a growth industry that will satisfy investor demand for an increasingly diverse range of assets.
See also the above commentary on the Primecare retirement villages being bought by Australian corporate investors.
[Decision number 200610013.] ING gets approval to buy out Calan HealthcareING Property Trust, owned 99.87% by minority shareholders in Aotearoa and 0.13% by “various overseas persons”, has approval to acquire the units of Calan Healthcare Properties Trust for $172,896,629 from existing unitholders other than ING Property Trust itself, 99.18% of whom are from Aotearoa and 0.82% “various overseas persons”.
Although ING Property Trust’s shareholding is owned in Aotearoa, arguably its control is not. The OIO states: “The manager of ING is ING Property Management Limited (an overseas person) which is owned 50% by Symphony Investments Limited and 50% by ING (NZ) Limited whose shares are owned by ING (Australia) Limited.”
According to the OIO,
The Applicant, ING Property Trust (ING), is a unit trust listed on the New Zealand Stock Exchange (NZSX). The manager of ING is ING Property Management Limited (an overseas person) which is owned 50% by Symphony Investments Limited and 50% by ING (NZ) Limited whose shares are owned by ING (Australia) Limited. ING currently holds 5.3692% of the units in Calan Healthcare Properties Trust (Calan).
ING has made a written offer under the takeover provisions of the NZSX Listing Rules for the balance of units in Calan not already owned by it. Calan owns a portfolio of healthcare properties comprising surgical and medical hospitals, health support and primary healthcare facilities. The properties are principally located in the Auckland region and Melbourne, Australia. ING is the second largest property fund listed on the NZSX by market capitalisation. The acquisition of Calan, the seventh largest property fund listed on the NZSX by market capitalisation, meets ING’s objective of investing primarily in a diversified portfolio of good quality, well tenanted properties and to grow the income of ING through property and corporate acquisitions.
The purchase was clearly seen as a property acquisition, not a matter of improving health care.
In fact, though ING announced a takeover bid around the time of this approval, it failed to make it formal after independent valuers said its bid undervalued the company. The situation created some acrimony among observers when ING changed tack and announced it would acquire the managers of the Trust, gaining benefits for itself rather than Calan’s unitholders (New Zealand Herald, “Calan sale has market analysts fuming”, by Richard Inder, 11/3/06, http://subs.nzherald.co.nz/organisation/story.cfm?o_id=87&ObjectID=10372084). In July 2006, ING Property Trust Management Limited completed the acquisition of the managers of Calan Healthcare Properties Trust: Calan Healthcare Properties Limited and Calan Healthcare Australian Properties Pty Limited. These companies are the managers of the Aotearoa and Australian assets of the Calan Healthcare Properties Trust, respectively (announcement to the New Zealand Stock Exchange, “ING Limited acquires managers of Calan”, 31/7/06, http://www.nzx.com/market/market_announcements/by_company?id=134697). By August the full acquisition was back on the table again in another form: Calan Healthcare Properties Trust and ING announced they were now investigating a merger (announcement to the New Zealand Stock Exchange, “Calan to investigate potential merger”, 11/8/06, http://www.nzx.com/market/market_announcements/by_company?id=135289).
[Decision number 200610016.]
Nobilo buys four blocks of land in Marlborough for wine growingNobilo Wine Group Limited, owned 100% in the U.S.A. by Constellation International Holdings Limited, has approval to acquire four blocks of land at Hawkesbury Road, Blenheim, Marlborough, each originally for a suppressed amount which was released on appeal as follows: · 10 hectares with “a total of approximately 5.9 plantable hectares which has been planted by the vendor in 2004 in Sauvignon Blanc vines” from David Macalister Bryce and Marian Elizabeth Bryce of Aotearoa, for $1,567,125. [Decision number 200610008.] · 40 hectares with “a total of approximately 32.7 plantable hectares which has been planted by the vendor in 2004 in Sauvignon Blanc vines” from Twin Rivers Estate Limited, owned 50% by David Macalister Bryce and 50% by Eion David Fehsenfeld, both of Aotearoa, for $7,678,125. [Decision number 20061009.] · 26 hectares with “has a total of approximately 22.7 plantable hectares which has been planted by the vendor in 2004 in Sauvignon Blanc vines” from Grape Co. A Limited and Grape Co. B Limited which are owned 33% by David Macalister Bryce and Marian Elizabeth Bryce, 24.5% by Thomas Ralph Burgess and Mary Elizabeth Burgess, 22.5% by Robin John Dunn and Nicky Cameron-Dunn, 12% by Brett Harry Flintoff, and 8% by Craig Reed and Rachel Jane Reed, all of Aotearoa, for $5,225,625. [Decision number 200610010.] · 11 hectares with “a total of approximately 9 plantable hectares which has been planted by the vendor in 2004 in Sauvignon Blanc vines” from Grantham Hills Estate Limited and Grape Co. C Limited, owned 75% by David Macalister Bryce and Marian Elizabeth Bryce and 25% by Laurence Brett Wheeler and Pauline Joy Wheeler, all of Aotearoa, for $2,323,125. [Decision number 200610011.]
According to the OIO,
The Applicant carries out a fully integrated viticulture business, which includes the growing and development of grapes, and the manufacture, importation, distribution and sale of red and white wine within New Zealand and, increasingly, for export markets. The Applicant advises that export growth has been constrained by grape supply. The Applicant proposes to secure additional grape supply and increased processing capacity. The Applicant currently has a variety of interests in New Zealand, including land utilised for the growing of grapes, and as wineries and production sites. In total it either owns or leases approximately 790 hectares of vineyards, in New Zealand predominantly in the Hawkes Bay, Marlborough and Auckland regions. The Applicant also sources grapes from contract growers from around 1,400 hectares in area… The proposed acquisition will provide the Applicant with an increase in grape supply which will allow it to continue to develop its export wine markets and enhance the reputation of New Zealand wine overseas. This is likely to result in significant increases in employment, processing of grapes and export levels.
Nobilo’s last land purchase was in November 2005 – see our commentary for that month for further details. Australian Worldwide exploration buys New Zealand Overseas PetroleumAustralian Worldwide Exploration Limited, owned 88% in Australia, 5% in Aotearoa, 5% in the U.S.A., 1% in the U.K., and 1% by “various overseas persons”, has approval to acquire New Zealand Overseas Petroleum Limited for $134,317,343 from New Zealand Overseas Petroleum (Holdings) Limited, owned by Johannes Deuss of the Netherlands.
According to the OIO,
Australian Worldwide Exploration Limited (AWE) proposes to acquire all of the shares in New Zealand Overseas Petroleum Limited (NZOP) from New Zealand Overseas Petroleum (Holdings) Limited. NZOP’s assets include a 45% participating interest in Petroleum Mining Permit (PMP) 38158, and Petroleum Exploration Permit (PEP) 38460 situated offshore of Taranaki, including the Tui Field.
AWE is an Australian oil and gas exploration and production company listed on the Australian Stock Exchange. AWE currently has interests in oil and gas developments in New Zealand having acquired interests in a number of PEPs and PMPs situated offshore of Taranaki and the Canterbury Basin. The acquisition will give AWE a 42.5% interest in PMP 38158 (an increase of 22.5%). Prior to this transaction it is proposed that NZOP will sell to Mitsui E& P New Zealand Limited a 22.5% interest. NZOP will continue to operate PMP 38158 as a subsidiary of AWE. The acquisition (and the resulting increase in its participating interest in PMP 38158) is part of AWE’s strategy to grow its Australian and New Zealand oil and gas business.
[Decision number 200610015.] Hikurangi Forest Farms of Malaysia buys Gisborne land for timber processingHikurangi Forest Farms Limited, owned 40.4% by minority shareholders of Malaysia, 28.57% by Samling Strategic Corporation Sdn Bhd of Malaysia, 10.23% by Strategic Corporation Sdn Bhd of Malaysia, 7.54% by Sojitz Corporation of Japan, 7.07% by Tapah Plantation Sdn Bhd of Malaysia, and 6.19% by Perkapalan Damai Timur Sdn Bhd of Malaysia, has approval to acquire 36 hectares at Dunstan Road, Matawhero, Gisborne for $3,050,000 from Joan Irene Peddle and Brian Henry Bull as trustees of the Peddle Trust of Aotearoa.
The OIO states:
The Applicant Hikurangi Forest Farms Limited (Hikurangi) carries on a forestry business in New Zealand in its own right and through its wholly owned subsidiaries, East Coast Forests Limited and Tasman Forestry (Gisborne) Limited. Hikurangi owns or manages approximately 35,009.8 hectares of forest plantation land in New Zealand which is predominantly planted in radiata pine. Hikurangi proposes to acquire the subject property to develop a timber processing facility. The subject land is located in close proximity to Hikurangi’s forestry plantations and the Gisborne Port. The timber processing facility will process Hikurangi’s timber resources for the domestic market and for export to global markets.
[Decision number 200610014.] Nicks Head Station owner, Griffin of the US, buys Highgate beef farm, GisborneJagre Holdings LLC, owned by John Anthony Griffin of the U.S.A., has approval to acquire 65 hectares at 2115 Wharerata Road, Gisborne for $6,500,000 from Robert Paul Pollock and Joanmary Pollock of Aotearoa.
The property, called Highgate, “either alone or together with any associated land… adjoins the foreshore and … adjoins land … that is an esplanade reserve, esplanade strip, recreation reserve, a road or a Maori reservation, that adjoins the sea or a lake.” It is not clear whether this land directly adjoins the foreshore, esplanade etc, or whether the descriptions refer to Griffin’s adjoining existing properties which do.
The OIO states:
Mr Griffin (the sole shareholder of the Applicant) has previously received consent to acquire 661.45 hectares of land known as Nicks Head Station and 22.8315 hectares adjoining Nicks Head Station. The Applicant has previously received consent to acquire 552.2238 hectares of land south of Nicks Head Station known as Mapiri Station.
The property the subject of this application is situated between Nicks Head Station and Mapiri Station. The subject property, known as Highgate, is currently utilised predominantly as a bull beef farming unit. In addition, some alpacas and sheep are grazed, and the land contains an avocado and mandarin orchard, and a citrus nursery. The Applicant proposes to implement a farming development programme to increase farm productivity on the property. The farming development programme provides for land to be established as a citrus orchard. The acquisition will also link Nicks Head Station and Mapiri Station allowing economies of scale and facilitating stock movement. The Applicant has demonstrated a commitment to the enhancement and preservation of native flora, fauna, and wildlife in the region. Nicks Head Station is now recognised as a significant environmental project, and the Applicant has proposed that a similar environmental programme will be implemented on Mapiri Station. The acquisition of Highgate will allow for further development of native plantations and wetlands with similar benefits including reduced erosion, increased habitats for native birds, fish and reptiles.”
For details of the nationally controversial Nicks Head Station purchase, see our commentary for August 2002; for the adjoining 23 hectares, June 2003; and for the Mapiri Station purchase, July 2005.
[Decision number 200610017.] Karreman Bloodstock of Australia buys two more Cambridge propertiesKarreman Bloodstock Limited, owned by Dirk Karreman and Anne Marie Karreman of Australia, has two approvals to acquire properties at Cambridge, Waikato:
According to the OIO,
Karreman Bloodstock Limited (Karreman) owns and operates The Oaks Stud, a thoroughbred horse breeding operation, situated near Cambridge. The acquisition and development of The Oaks Stud was the subject of two previous consents. Karreman proposes to acquire the [two adjoining properties] to enable the expansion of The Oaks Stud.
See our commentaries for September 2002 and September 2003 for further details of the two previous acquisitions. Summary statisticsAll investments Both the gross value the net value (i.e. disregarding sales from one overseas investor to another, and discounting part New Zealand ownership of the assets) of investment approved in the year to February 2006 are considerably higher than for the previous February year. By far the greatest part of the value of the approvals is for sale from one overseas investor to another.
Investment involving land Gross and net sales of land approved by the OIO during the year to February has fallen, though it is at a low level. Refusals (above) have risen in number, area and value, but are still a tiny proportion of the total.
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Compiled by: Campaign Against Foreign Control of Aotearoa, P. O. Box 2258 Christchurch. |
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