Foreign investment in Aotearoa/New Zealand

Overseas Investment Office – December 2013 Decisions

English Take Control Of Fullers

Highland Global Transport Limited Sir Brian Souter, United Kingdom (58.4%), Ann Heron Gloag OBE, United Kingdom (24.8%) and United Kingdom Public (16.8%) received approval for an overseas investment in sensitive land, being:

i. the acquisition of 100% of the shares in Fullers Group Limited (which leases sensitive land used in conjunction with the Fullers Ferry business) by the Applicant’s subsidiary Souter Holdings Fullers Limited

ii. the acquisition of 100% of the shares of Souter H&E UK Limited and Highland and Universal Securities (No 2) Limited (which indirectly own or lease sensitive land used in conjunction with the Fullers Ferry and Howick and Eastern Buses Limited businesses);

iii. the renewal by the Applicant or a 100% subsidiary of the Applicant of various leases used in conjunction with the Fullers Ferry business.

The sensitive land comprises:

i. a freehold interest in approximately 1.5ha of bus depot (H&E Buses) land at 380 Ti Rakau Drive, East Tamaki, Auckland; and

ii. a leasehold interest in approximately 0.4ha of land used for ferry terminals and depots by Fullers Group Limited including Waiheke Island bus depot.

The vendors were:

i. New Zealand Bus Finance Company Limited, New Zealand (100%)

ii. Sir Brian and Lady Elizabeth Souter, United Kingdom (100%)

iii. Auckland Transport & Alan Moore and Wynyard Wood Trustee Services Limited, New Zealand (100%). Consideration was $40,000,000.

The OIO states: “The Applicant has acquired or is acquiring the interests in sensitive land in order to continue to operate and grow its H&E Buses and Fullers Ferry passenger transport services in Auckland”. Brian Souter is the former owner of Stagecoach in New Zealand, a major operator of buses in Wellington and Auckland, and the founder of Stagecoach in the UK, one of the UK’s major private bus companies, heavily involved in privatisation of public transportation services. See our September 2008 commentary for details of Souter’s purchase of H&E Buses.

Aussies Grab More Of Elders

Elders Limited Australian Public (70.6%), Citicorp Nominees Pty Limited, Australia (12.3%), Ruralco Holdings Limited, Australia (11.9%), Australian Food & Agriculture Company Limited, Australia (3.3%) and various overseas persons (2%) received approval for the acquisition of rights or interests in a further 50% of the issued share capital of Elders Rural Holdings Limited and a further 30% of the issued share capital of Elderstock Limited and Elderstock (SI) Limited, which own or control a freehold interest in:

7.3 hectares of land at Kaikohe Saleyards, Mangakahia Road, Kaikohe; and
1.8 hectares of land at Dargaville Saleyards, River Road, Dargaville; and
5.1 hectares of land at Whangarei Saleyards, Saleyards Road, Whangarei; and
9.5 hectares of land at Tuakau Saleyards, Tuakau Saleyards Road, Tuakau; and
3.3 hectares of land at Hunterville Saleyards, Gordon Terrace, Hunterville; and
4.7 hectares of land at Te Kuiti Saleyards, Cotter Street, Te Kuiti; and
11.8 hectares of land at Wellsford Saleyards, Centennial Park Road, Wellsford; and
7.8 hectares of land at Masterton Saleyards, Norfolk Road, Masterton.

The vendor was Sredle Rural Services Limited Sredle New Zealand Limited, New Zealand (100%); consideration was confidential. The OIO states: “The Applicant intends to acquire, through its wholly owned subsidiary Elders Global Wool Holdings Pty Limited, the 50% of the issued share capital of Elders Rural Holdings Limited and the 30% of the issued share capital of Elderstock Limited and Elderstock (SI) Limited that it does not already own. The purpose of the present Investment is to restructure the ownership of Elders NZ so that the Applicant owns 100% of the Elders Rural Services NZ Business. This will allow the Applicant to sell the Elders Rural Services business without the complications of the joint venture arrangement that currently applies to the Elders Rural Services NZ Business”.

Bathurst Buys A Cranberry Farm

Bathurst Resources (New Zealand) Limited Australian Public (86.1%) and New Zealand Public (13.9%) received approval for the acquisition of a freehold interest in approximately 51.2 hectares of land at Mount Rochfort Road, Buller District. The vendor was Cranberries New Zealand Limited Development West Coast, New Zealand (100%); consideration was confidential. The OIO states: “Bathurst Resources (New Zealand) Limited (Bathurst) is developing a large coal mine on the Denniston Plateau near Westport known as the Buller Project. The land is currently a cranberry farm. Bathurst intends to use the land and existing facilities as a nursery for the propagation and rearing of young native trees and plants that will ultimately be used for revegetation on mined areas on the Denniston Plateau”. As we reported last month, Bathurst’s mining plans for the Denniston Plateau have been put on hold until international coal prices improve.

Swedes Buy The Late Sir Peter Tapsell’s Farm

Ingleby New Zealand LP The Ingleby Trust, Sweden (100%) received approval for the acquisition of a freehold interest in approximately 698.5 hectares of land at Taoroa Station, 97 Matahiia Road, Raukumara, Ruatoria, East Cape. The vendor was Estate of Sir Peter Wilfred Tapsell New Zealand (100%); consideration was $2,750,000. The OIO states: “Ingleby New Zealand LP is a New Zealand limited partnership owned by The Ingleby Company Limited, an international farming company with a focus on sustainability (Ingleby). Ingleby intends to convert the land into an organic finishing farm and integrate it with its neighbouring Matahiia Station, resulting in an organic property of sufficient size to finish stock from its other East Coast organic breeding farms. Ingleby plans a substantial capital development programme to increase the productivity and efficiency of Taoroa Station. Ingleby also plans an extensive planting programme which includes the protection of wetlands and riparian zones”. The Ingleby Trust is owned by members of the Rausling family. Since coming to New Zealand in 1999, the trust has bought about 17 farms, some of which have been amalgamated and sold. Patriarch of the family is Hans, one of Britain’s richest individuals and notorious tax dodger (see our February 2002 commentary).

Craigmore Buys Another Otago Dairy Farm

Craigmore Farming NZ LP Craigmore Sustainables (Farming) NV, (New Zealand Public 4.2%) various overseas persons (up to 95%, currently 69.6%), New Zealand Public (currently 12.2%) and various overseas (18.2%) received approval for the of rights or interests in up to 100% of the shares of Arnmore Dairy Limited which owns or controls a freehold interest in approximately 347 hectares of land located at 486 Peak Road, Oamaru. The vendor was Parautika Farms Limited and Francois & Shelley Tillard New Zealand (100%); consideration was confidential. The OIO states: “The Applicant intends to develop the land in order to realise the full potential of the dairy farming operation carried out on the land”.

Other December Decisions

Triflor NZ Limited Gerardus Franciscus Hageman, Netherlands (26.7%), Judith Maria van Dam, Netherlands (26.6%), Hendrikus Maria van Dam, Netherlands (26.7%) and Semke David Jan Gerben Riepstra, Netherlands (20%) received approval for the acquisition of a freehold interest in approximately 60 hectares of land at Tramway Road East, Edendale, Southland. The vendor was Wairau Agribusiness Investment Limited New Zealand (100%); consideration was $2,700,000. The OIO states:”The Applicant is acquiring the land in order to grow and export tulip bulbs and peonies and associated floriculture activities”.

Constellation Brands New Zealand Limited Constellation Brands Inc, United States of America (100%) received approval for the acquisition of a leasehold interest in 24.3 hectares of land at 127 Gifford’s Creek Lane, Rapaura, Marlborough. The vendor was Graham Rex Gifford, Shirley June Gifford and Wain & Naysmith Trustees No 4 Limited New Zealand (100%); consideration was confidential. The OIO states: “The Applicant is acquiring the land for the purposes of expanding its vineyards and winery business”.

And finally for December, Xinxin Trust Xinxin Hao, China, People’s Republic of (100%) received approval for the acquisition of a freehold interest in approximately 6.9 hectares of land at 92 Three Oaks Drive, Dairy Flat, Auckland. The vendor was Frank Denton and David Neil Murray as trustees of the F Denton Family Trust New Zealand (100%); consideration was $3,930,000. The OIO states: “Xinxin Hao intends to become ordinarily resident in New Zealand and wishes to acquire property to use as her primary residence. Xinxin Hao has established the Applicant, which, via the Applicant’s sole trustee, Xinxin Trustee Limited, is acquiring the property. Xinxin Hao is the sole director and shareholder of Xinxin Trustee Limited”.

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