Telecom shareholding in Sky approved despite dominance concerns The highly contentious proposal by Telecom Corporation of New Zealand to purchase its U.S. parents interest in Sky Network Television Ltd has been approved by the OIC without even a blush. This despite the fact that it earned widespread public criticism for the privileged position it would give Telecom in yet another strategic market and eventually was subject to an appeal to the Commerce Commission. A High Court injunction was taken out to prevent the sale going ahead after the Commerce Commission initially allowed the sale. At stake here is the future of the much-ballyhooed "information highway" in Aotearoa. Though Sky is largely an entertainment medium, a cable TV provider in competition with Telecom could well see it worthwhile to progressively lay fibre-optic cables to subscribers (and potential subscribers). This would put pressure on Telecom either to do the same itself, or at least lower costs and access barriers to its competition. In other words, Sky could potentially be to Telecom (in information and entertainment) what Clear Communications has been in toll calls. That could vastly speed up the development of our information networks, which could (at least in theory) also be used for many other purposes such as high speed access to the Internet. As Clear spokesperson, Janiene Bayliss, said: "It is amazing that the dominant telephone company could buy the dominant pay television company without it constituting aggregation of dominance." Clear and fellow telephone competitor, BellSouth (of the U.S.A.), are the challengers to the proposal in the High Court and to the Commerce Commission. BellSouth spokesperson, James Norman, said the Commerce Commission had missed the point and completely overlooked the big picture convergence of telecommunications, entertainment and computing. The approval offered potential for a monopoly to dominate the industry so that it might be uneconomic for competitors to bring in other technology, he said. Though more independent, the Telecommunications Users Association of New Zealand Inc (TUANZ) came to similar conclusions. The last sentence of the following comment by its chairman, Don Hollander, is particularly telling:
For most people, the "information highway" is likely to be predominantly the "entertainment highway" giving access to the likes of pay TV channels and video on demand. But information can also ride along the same cables and can be cheaper if it is shared with the high intensity use of entertainment. So while the public squabbles may appear somewhat frivolous and focussed on multiple cable TV entertainment channels, there is a very serious side to the matter: who controls our information channels of the future? Of course the issue is not the monochrome good guys versus bad guys movie that the warring parties project it as being. Even if Telecom is eventually prevented from taking its shareholding, the shares it is buying were owned by subsidiaries of its controlling parents Bell Atlantic Holdings Ltd and Ameritech Holdings Ltd of the U.S.A. They have every interest in putting pressure on Sky in the same way that Telecom would. Even if they dont, are Clear, BellSouth or U.S.-owned Kiwi Cable (at present putting experimental cable into Hutt Valley homes) to be preferred? Any of these are likely to have an interest in pumping in vast quantities of cheap entertainment and news that they have bought or created for their (U.S.) home markets with little interest in local needs. At least they introduce competition, hopefully keeping costs down. But if in fact they are competing in a quickly saturated market like Aotearoas low density and low-population cities and towns, the costs of duplication of facilities might in fact push costs up from that of a controlled monopoly. Which brings us back to the problem of the ownership of Telecom itself. If it had had not been privatised, and with a clear mandate by the government to use some of its huge profits to develop such new facilities, none of these problems would need to have arisen. The OIC says in accepting the proposal that
Do we want Telecom controlling our information as well as our telephones? Does the OIC care? The formalities of the share exchange are somewhat complex. 51.13% of the shares of Sky are owned by the so-called HKP Partnership of New Zealand. This partnership consists of the largest cable TV operator in the world, TeleCommunications Inc of the U.S.A. (through subsidiary TCI New Zealand Ltd), Time Warner of the U.S.A. (through subsidiary Time Warner New Zealand Ltd), Bell Atlantic and Ameritech. Telecom is setting up three subsidiaries, Pippin Holdings Ltd (PHL), Pippin Investments Ltd (PIL), and Splendour Investments Ltd (SIL). First PHL, then PIL, would take 24.5% of HKP from Bell Atlantic. SIL would take 24.5% of the partnership from Ameritech. Telecom then has 49% of HKP and 25.05% of Sky. The amount to be paid has been suppressed, though HKP paid $100 million for the shareholding in Sky in 1991. The other shareholders in Sky are Tappenden Construction (headed by Alan Gibbs and Trevor Farmer) 7.51%, Todd Communications (subsidiary of the Todd Corporation) 8.8%, U.S. sports TV network ESPN 0.41%, and Craig Heatley and Terry Jarvis 15.85% between them. Clearly HKP has a controlling interest, and its New Zealand partners include some of the most evangelical and New Rich of the New Right. (Ref: New Zealand Herald, "Telecom takes 25pc of Sky", 1/7/95, Sect 4, p.1; Press, "Opponents appear after Telecom gets Sky go-ahead", 27/9/95, p.25; "Clear happy with stay on Sky deal", 3/10/95, p.42.) TransAlta of Canada, Mercury and Fletchers may build Stratford Power Station A decision initially released only in part by the OIC told us only that a company owned in Canada has been given approval in the Taranaki area involving electricity supply. On appeal it turned out to be TransAlta and the controversial combined cycle gas turbine power station proposed for Stratford, Taranaki. In July, National Power Plc, a U.K. public listed company which "currently operates four similar plants in England and state they will provide leading edge technology and experience to the project" gained OIC approval to "carry on business in New Zealand on its own account in partnership with Todd Petroleum Mining Company Ltd." The consideration was "approximately $300 million". National Power and Todd were selected in June as sole preferred bidder for the 350 megawatt power station by the Electricity Corporation of New Zealand Ltd. However the good intentions disintegrated only two months later when Electricorp announced that the partnership had withdrawn and it was putting the station up for tender again. (Press, 21/8/95, "Power station back to tender after problems", p.35.) Just a month later Electricorp announced that a consortium comprising TransAlta Energy Corporation (subsidiary of TransAlta Utilities Corporation) of Canada, Fletcher Challenge Ltd, and Auckland distribution company Mercury Energy Ltd, would build it. This OIC decision approves this arrangement, including the sale of the rights to build the station and a 12.6 hectare site near Stratford. The public announcement said that each of the three companies would provide a third of the equity for the station, which was expected to cost "approximately $380 million" according to the OICs information. Electricorp said the sale of the project to the consortium was a "major step in the creation of a competitive electricity generation market". In other words it will be the first significant privatised power station in Aotearoa. The sale to National Power also included a supply of 230 petajoules of gas, but this is not mentioned in this decision. The station should be commissioned in 1998. (Press, 15/9/95, "Consortium wins power project", p.18.) Japanese JANZ consortium approved; takes majority of Huttons Kiwi In two other decisions initially suppressed, and released only on appeal, approval is given to set up Janz Investments Ltd, which has already appeared in the July decisions despite being unapproved. This company was set up to acquire Huttons Kiwi Ltd (see June and July 1995 decisions). Its shareholding, valued at $31,048,405 ($1 a share) is as follows:
The individuals have elsewhere been identified as being employees of Asian New Zealand Meat Company Ltd of Aotearoa. Janz also takes over the ownership of 57.08% of Huttons Kiwi Ltd, which was owned by the shareholders of Janz. This includes 50 hectares of land in Taranaki, Manawatu and Marlborough. Tiongs take over Salmond Smith Biolab to merge with Regal Salmon The takeover of Salmond Smith Biolab Ltd by Tiong Family owned company, Karamea Holdings Ltd, for $53,600,000 also features. The Tiongs, of Malaysia, also have large forestry, port, construction and other interests in Aotearoa. They also own Regal Salmon Ltd in which they (in October) have increased their shareholding to 35.55% of the ordinary shares, 71.35% of the partly-paid shares and all of the convertible notes. The two companies are the principal salmon farmers in Aotearoa: Regal Salmon 42% and Southern Ocean Seafoods (Salmond Smiths fish-farming arm) 29% of the countrys production. So if the Salmond Smith takeover succeeds, the Tiongs will control 71% of the countrys farmed salmon output. The Tiongs say the Commerce Commission shouldnt worry because of competition from imports and other foods. They are considering merging the two salmon farming operations. The takeover bid depended on the attitude of the Treaty of Waitangi Fisheries Commission which owns 43% of Salmon Smith, and took several months to gestate because of disagreements over the fairness of the Tiongs offer. The final agreement involved the Waitangi Fisheries Commission buying the ocean-going fishing assets back from Salmond Smith. These include lobster and paua quota in the Chatham Islands, a Palmerston North export canning operation, and abalone trading operations. Salmond Smiths other assets include Newmans Export, processors and marketers of berryfruit and owners of a sphagnum moss operation; the New Zealand and Australian business of Rhone-Poulenc Laboratory Products Australia, a scientific products group; Johns Plastics, an Australian based manufacturer of disposable plasticware; and Artel, a plastics and brushware operation. The OIC lists operations in Auckland and Nelson in addition to the Chathams. Both Salmond Smith and Regal Salmon are in some financial trouble, Salmond Smith announcing a 81.6% fall in profit in the year ended 30/6/95, and Regal being bailed out by the Tiongs (see our analysis of the OICs April 1995 decisions). A valuation of Salmond Smith put its shares at $2.10. The OIC approved $1.75 a share but the reported final price offered by the Tiongs was $1.90. (Ref: Press, "SSB in Rhone-Poulenc buy", 15/2/94; "Salmond Smith to buy Newmans Export", 25/2/94; "SSB buys again", 18/3/94; "Struggling SSB looks for higher share bid from Tiong Group", 1/9/95, p.29; "SSB warned of grim future without Tiong", 27/9/95, p.26; "Tiong nets Regal Salmon Shares", 4/10/95, p.29; "Sal Smith takeover delayed", 21/10/95, p.28.) Marubeni/Marusumi joint venture to build woodchipping plant near Whangarei A joint venture between Marubeni Corporation (49%) and Marusumi Paper Manufacturing Company Ltd (51%) of Japan is building a woodchipping plant on 1.8 hectares of leased land at Portland south of Whangarei in a total investment of $1.3 million. The joint venture is called Marusumi Whangarei Company Ltd, and the land is owned by New Zealand Rail Ltd, Golden Bay Cement Ltd, and Northland Port Corporation. Tasman Properties merges with SEABIL to make biggest property owner The merger between Tasman Properties Ltd (Bob Jones old empire) and SEABIL (NZ) Ltd of Hong Kong surfaces again. This was foreshadowed in the December 1994 decisions when SEABIL set up Trans Tasman Properties Ltd. The vehicle for the full merger/takeover, Trans Tasman is 60% owned by SEABIL (NZ) Holdings Ltd and 40% owned by SEABIL (NZ) Ltd. Two formal proposals are approved by the OIC. The first is to amalgamate Trans Tasman Properties Ltd, Tasman Properties Ltd and SEABIL (NZ) Ltd. "As part of the amalgamation Trans Tasman will issue shares to SEABIL (NZ) Holdings Ltd in exchange for mandatory convertible notes in SEABIL (NZ) Ltd. These notes will ultimately become notes in Tasman." The second is for Tasman Properties Ltd to acquire the assets of SEABIL (NZ) Ltd and to issue ordinary shares to SEABIL (NZ) Holdings Ltd and convertible note holders. SEABIL is a joint venture between SEA Holdings of Hong Kong and Brierley Investments Ltd (BIL). Before the merger it was already said to be the biggest commercial property owner in Aotearoa. Tasmans main shareholders other than SEABIL are Grantham Mayo Van Otterloo and Company (GMO) of Boston, U.S.A. (22%), and Franklin Resources Ltd (5.6%) also of the U.S.A. No value is put on the OIC-approved transaction, but news reports put the assets of the new company at about $1 billion in Aotearoa and Australia: 30% in Wellington, 28% in Auckland, 20% in Sydney, 6% each in Christchurch and Brisbane, and the remainder including some in the Waikato (Press, "Half profit payout from T Tas Props", 13/7/95, p.28). SEABIL held about 35% of Tasmans shares, and the other strategic overseas shareholder, GMO, also appears to support the merger. (Press, "Tas Prop holding", 20/6/95, p.33; "Lu stakes company reputation on Seabil-Tas Props merger", 7/10/95, p.27.) The merger raised controversy in its early stages because some analysts considered that minority shareholders would lose from the deal. Sharebroker Jordan Sandman Were said SEABIL minority shareholders were being disadvantaged, saying that the merger would turn a relatively unleveraged company (SEABIL) into a highly leveraged company with a debt-to-equity ratio of 120%. SEABIL had a ratio of 66% and Tasman 185% before the merger. It was contrary to the original intent of the SEABIL prospectus. (Press, "Tasman plan hurts the minority, says broker", 4/7/95, p.20.) ANZ McCaughan said "long-suffering Tasman Properties shareholders would be severely disadvantaged by the proposed merger". The new company would not pay a dividend, and even if it did it would be funded through Tasmans cash flow. One of the reasons for the merger was to enable SEABIL to fulfil its prospectus promise of paying a dividend through its existing cash flow, the author of the report, Warren Doak, said. Otherwise it would have to sell properties. Tasman was just emerging from several years of losses. (Press, "Tasman shareholders the merger losers - broker", 2/9/95, p.24.) Doak also made the telling statement that "the merger would give the group sufficient size and liquidity to attract overseas investment" (Press, "Seabil, Tasman form $1b property group", 9/6/95, p.29). Directors of the two companies predictably defended the deal, Jesse Lu, the managing director of Hong Kong based SEA Holdings saying that he was "staking his companys reputation" on the success of the merger. He expected the merged group to pay a dividend of 4.5 cents a share out of cash flow, but that if the merger did not succeed, Tasman shareholders would not receive a dividend. Lu reiterated Doaks observation that the merged company would be big enough to attract overseas interest. (Press, "Lu stakes company reputation on Seabil-Tas Props merger", 7/10/95, p.27.) A report commissioned by independent Tasman directors from Cavill White Securities, made recommendations on the final details of the merger and said that "Tasman Properties shareholders will trade potential capital gains for reduced risk" in the merger. It gave no recommendation for or against the merger. A parallel report commissioned by independent SEABIL directors, by Bancorp Holdings, concluded that SEABIL holders of convertible notes would benefit, but those electing not to take mandatory convertible notes would only maintain their position after the merger. (Press, "TasProp Seabil benefits outlined", 19/10/95, p.39.) Alliance Group issues shares to overseas banks and financial institutions In order to raise capital, Alliance Group Ltd has approval to issue up to 40 million $1 shares to a syndicate of overseas banks and other financial institutions. "Alliance as part of its on going capital raising plan has agreed with its syndicate of banks and other financial institutions that it will issue secured capital notes with an aggregate principal amount of $40 million. The capital notes are convertible into shares upon the occurrence of certain default-related events." The syndicate comprises "from time to time":
Singapore company plans telecommunications network Halbury Ltd, a subsidiary of Pacific Century Telecommunications Ltd which is controlled by R Li of Singapore has approval to carry on business, being "in excess of $10,000,000". Halbury modestly "intends to establish a private satellite based telecommunications network to customers throughout Asia and elsewhere." Tseng of Taiwan takes control of Queenstown hotel and Auckland golf course A Taiwanese, Mr T.Y. Tseng, is taking full control of two developments he has been involved in. In each case he tells the OIC that the developments have been completed or "reached maturity" and there is therefore no need for his partners continuing involvement. The total price paid is $4,500,000. First is Woodland Property Holdings Ltd which was 50% owned by Tseng and 50% by Woodland Group Ltd of Aotearoa. It was "established in 1993 to undertake primarily commercial and retail property developments." In this he is as good as his word because in the original approval for setting up the company, he told the OIC that "once the development is completed then Woodland Property will acquire the development from the Woodland Group". The Woodland Group was formed by Neville C. Mahan, a property developer who also is a business associate of Christopher Norrie, an American lawyer who was responsible for an élitist residential property development in Newmarket, Auckland. A Norrie/Woodland project in March 1994 had the Queenstown Lakes District Council selling a 2.5 hectare property at Queenstown to Fernhill Hotel Ltd, for a price that was been withheld. "It is proposed that the property be developed as a resort Hotel/Condominium complex. There is already in existence planning rights for such a development the vendor (the Queenstown Lake District Council) is disposing of the property in order to promote the objectives " Fernhill was 25% owned by Norrie and 75% by Woodland Property Holdings Ltd. Second are Custodian 1008 Ltd and Formosa International Golf Club Ltd which were both 87.5% owned by Tseng and 12.5% owned by Mahan. The two companies respectively own 72 hectares and 126 hectares of land at Maraetai/Whitford, Manakau City, Auckland. They "were established to develop an international class 18 hole golf course with all related facilities the development of the related facilities have now reached maturity ongoing work in respect of the development of the golf course will be carried out by professional consultants Boffa Miskell." This development was approved by the OIC as recently as December 1994:
A Mr T. Y. Tseng, chairman of the Taiwan First Investment and Trust Company ("one of the largest investment trusts in Taiwan", 40 per cent owned by Citibank), visited Aotearoa on a trade and investment mission with other businesspeople in September 1992. He was described then as being the owner of the First Formosa Golf Course and the Yangmei Golf Club, and mentioned to the organisers of the mission "an interest in investing in or purchasing a New Zealand golf course with a view to developing it into a complex which would appeal to international tourists offering accommodation, restaurants, bars, tennis, squash, spa pools, etc." He was "reputed to be one of the richest individuals in Taiwan" and on his first visit to Aotearoa, accompanied by his wife. He was described as "a very keen golfer currently playing off a 3 handicap having played to a scratch handicap for many years."(!) More blocks of land at Broadwood and Paparangi sold to Taiwanese Once again there are a number of sales of small blocks of land to residents of Taiwan for forestry development, organised by Deborah Miller, Brookfields, Auckland. Two are each of 20 hectares at Broadwood, Far North District, Northland, each being sold for $95,000 to Jadebrook Developments Ltd and Elmere Enterprises Ltd respectively. The other six are at Paparangi, Wanganui. Though the creativity in naming the various holding companies which we saw in the early Broadwood sales has largely vanished (remember Loyal View Properties Ltd and Prime Prosperity International Ltd?), the name of one company involved in the Wanganui sales must get high marks for black humour: Yanganui Ltd, owned by three people including Yang Chia-Lin. The sales are as follows:
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