November 2005 decisionsBurns Philp restructures Goodman Fielder, buys NZ Dairy Foods, for IPO Sara Lee of the U.S.A. gets retrospective approval to acquire Nutrimetics NZ Tupperware to acquire Nutrimetics NZ from Sara Lee Versacold of Canada buys P & O Cold Logistics New Zealand Zuellig interests buy back Pharmacy Retailing wholesale and logistics operation Subscriptions for 39.03% of Ager Sectus, to buy The Crossings wine company Neil Construction buys more land for subdivision in Henderson, Auckland Norske Skog buys land to protect access to wastewater pipe Hong Kong led consortium buys Highview Stud
Burns Philp restructures Goodman Fielder, buys NZ Dairy Foods, for IPOIn three decisions, the first of which was superseded by the third, Goodman Fielder Limited has approval to acquire:
Goodman Fielder is owned 51.5062% by Graeme Richard Hart of Aotearoa, 38.3426% by minority shareholdings in Australia, 4.9068% by minority shareholdings in Aotearoa, 1% by Thomas James Degnan of the U.S.A., 1% by Timothy Guthrie Hardman of Australia, 1% by Hugh Earle Perrett of Aotearoa, 1% by Peter Maxwell Margin of Australia, 1% by Maxwell Gilbert Ould of Australia, and 0.2444% by “various overseas persons”.
The acquisitions are part of a restructuring leading to an offering of shares in Goodman Fielder to local and overseas institutions (an Initial Public Offering).
The consideration (purchase price) of the first acquisition “will depend upon the outcome of the pricing achieved under the initial public offering of Goodman Fielder Limited. However, the aggregate consideration is estimated to be approximately NZ$172 million.”
For the acquisition of New Zealand Dairy Foods, “the consideration will depend upon the outcome of the pricing achieved under the initial public offering of Goodman Fielder Limited and certain other related factors. However, it is estimated that the total purchase price will be approximately NZ$885 million.”
The first acquisition includes 0.9 hectares at 248 East Tamaki Road, East Tamaki, Auckland, though this is only included in the second version of the approval, not the first.
The second acquisition includes 24 hectares at 275 Ahuroa Road, Puhoi, Auckland.
According to the OIO, with respect to the third approval (the first acquisition):
Goodman Fielder Limited (Goodman Fielder) is a subsidiary of Burns, Philp & Company Limited (Burns Philp). Burns Philp has announced that it intends to undertake an intra-group restructuring that will establish a new Australasian food group with Goodman Fielder as the parent company of that group. It is proposed that shares in Goodman Fielder will be offered to institutional and retail investors in New Zealand and Australia and to institutional investors in certain other overseas jurisdictions through an initial public offering (IPO). Goodman Fielder will be listed on the Australian and New Zealand Stock Exchanges following the IPO.
To facilitate the IPO, Burns Philp will undertake the intra-group restructuring of shareholdings of the companies which conduct its New Zealand operations. The restructuring involves Goodman Fielder acquiring the bakery, spreads, oils and commercial foods businesses of the Burns Philp group in New Zealand, and all of the shares in New Zealand Dairy Foods Holdings Limited (NZDFH). NZDFH is the parent company of the New Zealand Dairy Foods group which supplies four major products in the New Zealand dairy market including milk and cream, yoghurt and dairy desserts, spreads, and cheese. The proposed transactions are likely to extend Goodman Fielder’s market position in the New Zealand food market and capture synergies through economies of scale.
As it stated with respect to the first approval:
The restructuring will involve Goodman Fielder acquiring all the shares in four New Zealand companies (the GFNZ companies) within the Burns Philp group. The purpose of the restructuring is to cause the GFNZ companies to be direct wholly owned subsidiaries of Goodman Fielder.
It also explained with respect to the first approval (though did not explain why the same did not apply to its replacement):
An application for consent is required because directors or officers of Burns Philp hold approximately 6% of the shareholding in Goodman Fielder, and for that reason the intra-group reorganisation exemption provided under Regulation 33(1) of the Overseas Investment Regulations 2005 does not apply to the restructuring. Regulation 33(1) exempts restructuring or reorganisation transaction between members of a group that are wholly owned by an overseas person.
The second approval, the buy out of New Zealand Dairy Foods, is a purchase from Hart by a company he controls, which raised a few eyebrows. Sara Lee of the U.S.A. gets retrospective approval to acquire Nutrimetics NZSara Lee Holdings (NZ) Limited, owned by Sara Lee Corporation of the U.S.A., has approval to acquire Nutrimetics International (NZ) Limited, including 3.3 hectares at 20-24 Lorien Place and 25 Arwen Place, Manukau City, Auckland, for $4,836,092 from Nutri-Metics International (Australia) Pty Limited of Australia.
The OIO states:
The Applicant (Sara Lee) is a wholly-owned subsidiary of Sara Lee Corporation, a United States of America based publicly listed company. Sara Lee Corporation’s business includes the manufacturing and marketing of food and beverage, branded apparel, and household and body care products. This application is for a retrospective consent to acquire the shares in Nutrimetics International (New Zealand) Limited, a company whose business comprises two divisions being skincare and bodycare product manufacturing, and direct selling of skincare and bodycare products. The acquisition of Nutrimetics enabled Sara Lee Corporation to expand its direct selling business in the Asia Pacific region.
[Decision number 200520090.]
There is no clue as to when the illegal transaction actually occurred, but it was presumably uncovered when the OIO was asked for approval for … Tupperware to acquire Nutrimetics NZ from Sara LeeTupperware Corporation of the U.S.A. has approval to acquire Nutrimetics International (New Zealand) Limited, including 3.3 hectares at 20-24 Lorien Place and 25 Arwen Place, Manukau City, Auckland for $20,000,000 from Sara Lee Holdings (NZ) Limited, owned by Sara Lee Corporation of the U.S.A..
According to the OIO,
The Applicant (Tupperware), which is a publicly listed company listed on the New York Stock Exchange, carries out the business of manufacturing and direct selling plastic products and cosmetics to consumers in almost 100 countries. Tupperware’s plastic products are sold through its Tupperware brand and its premium beauty and skin care products through its BeautiControl brand. The proposed acquisition of Nutrimetics International (New Zealand) Limited (Nutrimetics New Zealand) by Tupperware is part of a global acquisition of Sara Lee Corporation’s direct selling business which will increase Tupperware’s beauty and cosmetics sales. Nutrimetics New Zealand’s business comprises two divisions, being skincare and bodycare product manufacturing, and direct selling of skincare and bodycare products. Tupperware intends to continue to grow the business with the intention of increasing its sales in the Asia-Pacific market.
The price was more than five times that when Sara Lee bought the company. [Decision number 200520091.] Versacold of Canada buys P & O Cold Logistics New ZealandVersacold Holdings Corp. of Canada has approval to acquire P & O Cold Logistics New Zealand Limited, including 2.0 hectares of leasehold at 1 Smarts Road, Hornby, Christchurch, Canterbury, for $60,000,000 from P & O Australia Limited, in turn owned by Peninsula and Oriental Steam Navigation Company of the U.K.
According to the OIO,
The Applicant (Versacold) is one of North America’s leading suppliers of public refrigerated warehousing and distribution services. The proposed acquisition is part of a global transaction between P&O Australia Limited (POAL), P&O America Inc (POA), and Versacold, whereby Versacold will acquire all the share capital in the temperature controlled logistics businesses operated by subsidiaries of POAL and POA in Australia, Argentina, the United States of America, and New Zealand.
[Decision number 200520089.] Zuellig interests buy back Pharmacy Retailing wholesale and logistics operationPRNZ Limited, owned 51% in Switzerland by the Zuellig family and 49% in Aotearoa by Peter Merton, has approval to acquire Pharmacy Retailing (NZ) Limited for $40,000,000 from API Healthcare Holdings (NZ) Limited, owned in Australia by Australian Pharmaceutical Industries Ltd.
The OIO states:
The Applicant proposes to acquire 100% of the shares in Pharmacy Retailing New Zealand Limited (Pharmacy Retailing). The Applicant will acquire the business of Pharmacy Retailing, with the exception of the shareholding in Pharmacybrands Limited which will be retained by the vendor. The proposal allows the vendor to exit its New Zealand wholesale/logistics operation and focus on its retail activities. Pharmacy Retailing's business is pharmacy wholesale distribution and logistics in New Zealand. The acquisition represents an opportunity for Peter Merton (a shareholder of the Applicant) to acquire an interest in the business in which he has been a senior manager, and for Interpacific Holding Limited (a wholly owned subsidiary of Zuellig) an opportunity to reinvest into a business that it previously owned.
This decision was initially almost entirely suppressed, but on appeal released in full in February 2006.
[Decision number 200520079.] Subscriptions for 39.03% of Ager Sectus, to buy The Crossings wine companyThe OIO has given approval for overseas subscribers for shares in Ager Sectus Company Limited to acquire up to 39.03% of the company for $6,895,918. The company owns 153 hectares comprising: · 62 hectares at Hammond Road, Wairau Valley Road, Marlborough; · 9.4 hectares at 39 Hammond Road, Renwick, Marlborough; and · 82 hectares at State Highway 50, Omahu Road and Mere Road, and Kereru Road, Hawkes Bay.
The new shareholders are geographically spread as follows: · 64.95% U.K. · 14.99% Netherlands · 14.58% Aotearoa · 2.47% Australia · 1.36% South Africa · 0.86% Switzerland · 0.79% Belgium
The existing shareholders in Ager Sectus were spread · 77.76% Aotearoa · 15.79% U.K. · 4.89% Thailand · 0.94% Switzerland · 0.62% Belgium
With the new shareholders, Ager Sectus is owned as follows: · 60.97% Aotearoa · 28.85% U.K. · 3.99% Netherlands · 3.58% Thailand · 0.92% Switzerland · 0.67% Belgium · 0.66% Australia · 0.36% South Africa
According to the OIO,
Ager Sectus Company Limited (Ager Sectus) proposes to acquire the business and assets owned by The Crossings (Marlborough) Limited (The Crossings). Ager Sectus intends to finance part of this acquisition by the issue of further shares to existing shareholders and new shareholders. Ager Sectus is currently 22.24% owned by persons who are overseas persons. As a result of the proposed issue of shares, Ager Sectus will become an overseas person with approximately 39.03% of the shares held by persons who are overseas persons.
Ager Sectus was incorporated in 2000 and its core business is the production and export of high quality wine. Ager Sectus owns land in the Hawkes Bay and Marlborough. Ager Sectus’s brands are Crossroads, Southbank Estate and Braided River. Ager Sectus advises that it is building a significant position in the New Zealand wine industry through internal growth, greenfield projects, acquisitions and brand development. The acquisition of The Crossings will facilitate the growth of Ager Sectus. [Decision number 200520080.]
In a separate decision, the OIO also approved the now overseas owned Ager Sectus acquiring the business and assets of The Crossings (Marlborough) Limited, which included 225 hectares at Awatere Valley Road, Marlborough, for $21,436,619. The Crossings was owned 90.89% by shareholders in Aotearoa, 2.82% in the U.S.A., 2.42% in Australia, 2.09% in the U.K., 0.83% in the Netherlands, 0.56% in Hong Kong, 0.23% in United Arab Emirates, 0.14% in Japan and 0.02% in Ireland. [Decision number 200520081.] Neil Construction buys more land for subdivision in Henderson, AucklandNeil Construction Limited, owned by the Tiong Family of Malaysia, has approval to acquire 1.5 hectares at 7 Babich Road, Henderson, Auckland for $1,061,906 from Filip Alfred Babich and Doris Mary Babich of Aotearoa.
According to the OIO,
The Applicant carries on business principally in Auckland, Tauranga, and Christchurch acquiring land for subdivision, development and resale. The Applicant proposes to acquire the subject property to add it to the company’s land portfolio. The Applicant proposes to undertake a residential subdivision development, in conjunction with the adjoining land owned by the Applicant, which will provide sections to assist in meeting the demand for residential lots in the Waitakere region. It is expected that the development of the land will result in 15 residential sites being developed in 2006, in addition to the 345 residential sections to be created on the adjoining land.
Presumably the adjoining land is the 11 hectares it acquired at Metcalfe Road, Henderson in May 2002 from Babich Wines. See our commentary for that month for further details.
[Decision number 200520085.] Norske Skog buys land to protect access to wastewater pipeNorske Skog Tasman Limited, owned by Norske Skogindustrier ASA of Norway, has approval to acquire 11 hectares at 118 Onepu Springs Road, Kawerau, Bay of Plenty for $101,250 from R&S (OBE) Holdings Limited owned by Robin Kenneth Barkla and Shaylene Gaye Barkla of Aotearoa.
The OIO states:
The subject land is situated near land owned by the Applicant (NST) upon which NST operates its Tasman Mill. NST owns a pipeline which runs over the subject land, which is used to transport wastewater from the Mill to wastewater treatment ponds situated adjacent to the subject land. The pipeline was built by Tasman Pulp and Paper Company Limited (part of the Fletcher Challenge group) which at the time owned the Mill. Several years after the pipeline was constructed, Tasman acquired the subject land. With the breakup of the Fletcher Challenge group, the Mill lost ownership of the land leading ultimately to the land being sold to the vendor by Tenon Limited. The acquisition of the land by NST will ensure that NST is able to retain access to and maintain the pipeline, and to protect its interests in the ponds by creating a land buffer. NST proposes to lease the land back to the vendor following settlement. The acquisition is likely to make the operation of the Mill more secure and ensure that the Mill will remain operational.
[Decision number 200520088.] Hong Kong led consortium buys Highview StudThe OIO has approved three transactions
which are part of a proposal whereby Nicola Chu will acquire an interest in the Highview Stud Limited bloodstock business. Nicola Chu proposes to acquire a 65% interest in Highview Properties Limited which will own the subject land and an adjoining 119.453 hectare property. Nicola Chu will also acquire 50% of the shares in Highview Stud Limited which will lease the land from Highview Properties Limited and operate a bloodstock business and related activities. Both the Applicant and her husband (Peter Yip) have an interest in breeding and racing thoroughbred racehorses and view this acquisition as providing a business base to breed, educate, and pre-train their horses in advance of a racing career in Hong Kong in addition to a traditional stud business.
In the first, Highview Properties Limited, owned 65% by Nicola Ming Nga Chu of Hong Kong, 10% by C J Clough of Aotearoa, 8.4994% by Brent Stephen Gillovic of Aotearoa, 7.3225% by The Valan Cohen Foundation of Aotearoa, 6.2475% by Michael Raymond Hibbert of Australia, 2.89% Brian Robert Everett of Aotearoa, and 0.0406% Donald Hamish McIlraith of Aotearoa, has approval to acquire 2.75 hectares of freehold situated at Kararamea and Gillard Roads, Ngahinapouri, Hamilton, Waikato for $350,000 from Donald Hamish McIlraith and Brent Stephen Gillovic as trustees for the Brent Gillovic Family Trust of Aotearoa. [Decision number 200520082.]
Second, Highview Properties Limited has approval to acquire 117 hectares at Kararamea and Gillard Roads, Ngahinapouri, Hamilton, Waikato for $6,650,000 from Highview International Limited, owned 34% by Brent Stephen Gillovic of Aotearoa, 29.29% by The Valan Cohen Foundation of Aotearoa, 24.99% by Michael Raymond Hibbert of Australia, 11.56% by Brian Robert Everett of Aotearoa, and 0.1624% by Donald Hamish McIlraith of Aotearoa. [Decision number 200520084.]
Finally, Highview Stud Limited, owned 50% by Nicola Ming Nga Chu of Hong Kong, 17% by Brent Stephen Gillovic of Aotearoa, 14.645% by The Valan Cohen Foundation of Aotearoa, 12.495% by Michael Raymond Hibbert of Australia, 5.78% by Brian Robert Everett of Aotearoa, and 0.0812% by Donald Hamish McIlraith of Aotearoa, has approval to acquire 119 hectares of leasehold at Kararamea and Gillard Roads, Ngahinapouri, Hamilton, Waikato for $1,890,000 from Highview Properties Limited. [Decision number 200520083.] Other land for wine· Nobilo Wine Group Limited, owned by Constellation International Holdings Limited, of the U.S.A. has approval to acquire 91 hectares at 375 New Renwick Road, Blenheim, Marlborough for an initially suppressed amount, revealed on appeal to be $7,611,890, from Stuart Mark Leslie of Aotearoa. The OIO states: “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 acquire the subject property, currently used for pastoral purposes, to undertake a viticultural development in order to secure an additional grape supply. The property contains a plantable area of approximately 76 hectares which is likely to be planted in sauvignon blanc.” [Decision number 200520086.] Other rural land sales· William Richard Stiers and Kari Moe Stiers of the U.S.A. have approval to acquire 1.0 hectare at Broadview Road, Point Veronica, Opua, Northland for $1,250,000 from Mark Andrew Rohan of Aotearoa. According to the OIO, “The Applicants who are applying for New Zealand permanent residency under the Skilled Migrant category, propose to acquire the subject property for a permanent residence. The Applicants are demonstrating a commitment to New Zealand through applying for and taking up New Zealand permanent residency.” [Decision number 200520087.] Summary statisticsAll investments Again the value of investment approved in the year to November 2005 is considerably higher than for the previous November 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 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. This involved a gross consideration of $4,836,092 (and 3 hectares of land) and a net investment of $0 (and 0 hectares). One December 2005 decision was also released, which superseded a November decision.
Investment involving land Gross sales of land approved by the OIO during the years to November have fallen in area, though net sales have risen. Refusals (above) are back to the numbers of the 1990s – very low, and are a tiny proportion of the total.
*In addition there was one retrospective approval granted during the month. This involved a gross land area of 3 hectares (and $4,836,092) and a net land area of 0 hectares (and $0). One December 2005 decision was also released, which superseded a November decision.
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Compiled by: Campaign Against Foreign Control of Aotearoa, P. O. Box 2258 Christchurch. |
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