This month we see the first application to the OIC that has been refused since 1990. Most of details are suppressed, but it involved the Richard D. Collison Revocable Trust, a personal trust of Mr R. D. Collison of the U.S.A. He wanted "to acquire land exceeding five hectares" in Marlborough for "lifestyle purposes". Though the OIC explains that "the application for consent has been refused as it was not considered to be in the national interest test" (whatever that means!), we understand his application was not noticeably different from all the other questionable ones that are regularly approved. His lawyer simply cocked it up. Dont be surprised if he tries again and succeeds.
The largest remaining block of forests in government ownership was sold by the National government prior to the October election amidst considerable controversy and exaggerated or inaccurate claims of benefits. Forestry Corporation was set up by the Labour government to hold and run Crown forests. Its board, dominated by the New Right saw its job as privatisation (its Chair, Rosanne Meo, is an associate member of the Business Round Table and a prominent New Right warrior; its CEO, Tim Cullinane, salary between $410,000 and $419,000, is a full and outspoken member of the BRT). Accordingly, it was a leader amongst forestry companies in maximising its financial returns by exporting raw logs rather than in their further processing.
It was sold to a consortium consisting of Citifor Inc. (37.5%), Fletcher Challenge Ltd (through its forestry division, Fletcher Challenge Forests Ltd, which will manage the business, 37.5%), and Brierley Investments Ltd (25%).
Citifor, which according to the OIC paid US$409,458,333 for its share (but see below), is a subsidiary of CITIC USA Holding Inc., in turn a subsidiary of China International Trust and Investment Corporation (CITIC), ironically a Chinese state-owned corporation. CITIC "has in the space of 17 years emerged as a major international conglomerate with assets of US$1,700 billion [actually 17 billion yuan net assets at the end of 1995 "CITIC Success Story Continues", by Wang Xiaoying, http://china-window.com/edu/books/bjreview/april/96-16-19.html], 60,000 staff and 36 subsidiaries scattered around the globe. The CITIC investment in Forestry Corporation will be managed through the U.S. subsidiary CITIFOR, which has extensive experience in timber and associated wood based industries. CITIC expects to make an active contribution to the management of the New Zealand asset, and will bring to the consortium access to the Chinese and regional markets for timber based products." (The Sino-File, New Zealand Embassy, Beijing, August/September 1996, "China invests in New Zealand trees", p.1.) CITIC is Chinas biggest investment company overseas, and is growing rapidly: its assets grew 5.6 times between 1990 and 1995 (Wang Xiaoying, op. cit). Its investments include an industrial bank, part ownership of Cathay Pacific, Dragon Air and other airlines, and satellite communications, and it is something of a world of its own. One affiliate, Poly Technologies Inc, engages in arms trading. It is very influential in Hong Kong, and is the playground of a number of off-spring of top Chinese leaders who are subject to criticism for their opulent life styles. The head of one of its major subsidiaries, CITIC Pacific, Larry Yung, is the son of former CITIC head and current Vice President of China, Rong Yiren. "Yung gave new meaning to the word princeling in 1993 when he purchased a 335-hectare country estate and a 14-bedroom mansion in England that were once owned by the late British Prime Minister Harold Macmillan. Yung's devotion to conspicuous consumption he reportedly owns three Mercedes-Benzes and a Porsche has set a benchmark for taiziis." He has lived in Hong Kong for 18 years. On Hong Kongs future he is quoted as saying: "I wish Hong Kong had someone like Lee Kuan Yew. Hong Kong needs a guy like him. He should be strong and have really contributed to Hong Kong as Lee Kuan Yew has contributed to Singapore." (Far East Trade Press Ltd and Times Information System Pte Ltd, http://web3.asia1.com.sg/timesnet/data/ab/docs/ab0951.html). The son of late Vice President Wang Zhen, Wang Jun, is executive director and general manager of CITIC and president of Poly Technologies (Asia, Inc., January 1995, "Revolution's Children", By Angelina Malhotra and Joe Studwell, http://220.127.116.11/articles/taizi.html).
The sale was condemned by three former director-generals of the New Zealand Forest Service, saying the Forest Service, which established the plantations being sold "was recognised internationally as having the leading edge in forest management" and that New Zealand taxpayers would be best served by the forest remaining a public asset earning good income for the people of New Zealand (PSA Journal, July 1996, "Forest sale condemned", p.1-2). Their claims were borne out in the announcement shortly after the sale that the Corporation had returned record profits of $168 million and a return on equity of 12.8% and on assets of 10.3% considerably more than will be gained by repaying debt from the proceeds of the sale (NZ Herald, 28/8/96, "$168m profit by Forestry Corporation"). As if to confirm this, Brierley CEO Paul Collins claimed in November that its $160 million investment in Forestry Corporation was worth 30% more than what Brierleys had paid for it just three months before (Press, 23/11/96, "Claims vindicate forest-sale stance", p.14).
Even the claims for debt repayment were grossly exaggerated. The net proceeds from the sale were $1.6 billion ($2.026 billion less $426 million repayment of the corporations debt) which repaid only the barely relevant net foreign currency public debt, not the $22 billion full public overseas debt (most of which is now owed in New Zealand dollars) as many news sources claimed.
Another side effect is likely to be less publicly funded research and hence probably less research into forestry in Aotearoa. Fletcher was reviewing all its co-operative research, with possibly devastating effects on the Logging Industry Research Organisation and the Forest Research Institute. (NZ Herald, 19/8/96, "Research fears over forest sale", p.1.) With Carter Holt Harvey under U.S. control, it too is more likely to do its research in the U.S.A., leading to a steadily declining research effort in Aotearoa.
Claims for increased processing in Aotearoa have yet to be confirmed in practice, talk at Fletchers Annual Meeting being of "rationalisation" of its sawmills. If increased processing occurs (which is by no means certain) it is more likely to be by expansion or maintenance of existing facilities, or developments that would have occurred anyway. Any benefits to job numbers must have counted against them the 120 redundancies in Rotorua and Auckland announced in December by Fletcher Challenge Forests because of its merging the management of the new acquisition with its own operations (Press, 2/11/96, "Fletcher Forests to cut staff", p.27; 14/12/96, "Fletchers makes start on integrating forest operations", p.29). Fletchers promised $260 million in value-added processing only half of what the government said would be required if it retained the Corporation and 700 new jobs over the next eight years and this included plans it had made before the purchase (NZ Herald, 21/8/96, "Net gain raises questions on new jobs").
The price achieved for the Corporation was about book value, but a better price had been widely expected (ibid.). Further, the complex mechanism for payment spoke more of tax advantages than an honest price:
Brierleys has been given an option to sell its 25% stake after three years to Fletcher Forests for the market value of 93.3 million Fletcher Forests shares, to be paid in cash or shares. Fletcher Forests may in turn force Citifor to buy half Brierleys holding for cash. Fletcher Forests also sold off its 24,800 hectare Hikurangi Forest Farms forest on the North Island East Coast to Glenealy Plantation of Malaysia for $210 million to help finance the purchase (NZ Herald, 22/8/96, "BIL able to quit forestry holding in three years"; Press, 21/12/96, "Fletchers sells East Coast forest to Malaysian company", p.21).
Forest ownership in New Zealand
as at 1 October 1996
The forests involved are 12% of the total plantation forests in Aotearoa. They are in the Bay of Plenty area mainly the huge 188,000 hectare Kaingaroa forest, one of the biggest plantation forest in the world. They include:
Given that Fletcher Challenge is an overseas company (although arguably New Zealand controlled: FCL Forests is overseas owned 54.2%, FCL Energy 40.5%, FCL Building 42.1%, and FCL Paper 47.7%, according to FCLs 1996 Financial and Operating Report, p.61) and so is Brierley Investments (BILs Chief Executive, Paul Collins, was quoted in the NZ Herald ["Swoop on Brierley causes no surprise", 16/3/96] as estimating overseas ownership of the company at "around 50%"), the sale represents a large increase in the overseas ownership of forestry in Aotearoa. The above table, using Ministry of Forestry data, illustrates this. Note that it uses hectares of forest calculated in 1995, but redistributes them according to October 1996 ownership. Fletchers forests now cover well over 400,000 hectares.
(For more detail on the Forestry Corporation privatisation, see Foreign Control Watchdog, number 83, December 1996.)
Downer and Company Ltd, a subsidiary of Downer Group Ltd, in turn owned by Paul Y ITC Construction Holdings Ltd of Hong Kong is the buyer in another privatisation: that of Works Civil Construction Ltd, part of Works and Development Services Corporation New Zealand Ltd, which is now left little more than a shell. The purchase price was $44 million, of which $14 million was repayment of shareholders (i.e. government) advances. The purchase includes 30 hectares of freehold land, 42 hectares of leasehold land, and 221 hectares of other interest (primarily profit à prendre).
Ironically, Downers used to be a major locally owned construction company, until it was sold by Brierley Investments to Paul Y in June 1994 in exchange for Paul Y shares. The OIC says:
Which adds further to the irony because the reason given by Brierley to the OIC for the sale of Downer in 1994 was that:
Whos kidding whom?
Downers also got Works Geothermal Ltd in the same sell-off. See our commentary on the August 1996 OIC decisions for further details of the Works privatisation.
Skellerup Group Ltd has sold its 50% share in the only salt producer in Aotearoa, Dominion Salt Ltd, to one of its suppliers, Ridley Corporation Ltd of Australia for $36 million. (Note that this price was initially suppressed by the OIC, but was widely published in the news media. That price was released by the OIC in March 1997, on appeal, confirming the reports: $35,975,000. Only $6 million was paid immediately, the balance due by the end of 1996.) Skellerups was itself sold in February 1996 to Maine Investments Ltd, 84% owned by Goldman Sachs (U.S.A.) and 16% by members of the senior management of Skellerup Group Ltd. Dominion Salt, originally founded by George Skellerup in a joint venture with the government, eventually became a joint venture between Skellerups and Cerebos Greggs (owned by Suntory, Japan). Brierley Investments, formerly 30% owner of Skellerups, said in its 1993 Annual Report (p.35) that Dominion Salt was "the sole producer and refiner of industrial, food, rural and pharmaceutical salt products in New Zealand The company operates solar salt fields at Lake Grassmere, Marlborough and an import facility at Mt Maunganui." Thus the sale includes 1,583 hectares of land at Lake Grassmere, Marlborough, and four hectares of land at Mt Maunganui, Bay of Plenty.
Dominion Salt is believed to have more than 90% of the domestic salt market, importing half of its annual sales of 120,000 tonnes from Ridleys Cheetham Salt Ltd in Australia and producing the rest itself. Cerebos retains its share of Dominion, and not coincidentally has a joint venture (called Salpack Pty Ltd), with a Ridley subsidiary in Australia, Cheetham Salt Ltd.
The formality of this takeover is that CSL No.3 (Pty) Ltd, a subsidiary of Ridley Corporation Ltd, is acquiring 50% of Dominion Salt Ltd; 50% of Dominion Salt (NI) Ltd; and 49% of Cerebos Skellerup Ltd. Effectively this is an expansion of the Ridley/Cerebos "Salpack" business into Aotearoa. (Ref: Canterbury Business Monthly, September 1996, "Skellerup passes salt for $36m", by Chris Hutching; Press, "Ridley into NZ salt business", 24/8/96, p.25.)
Since its own sale to Maine Investments of the U.S.A., a Goldman Sachs subsidiary, (which we reported in February) Skellerups main activity appears to have been selling subsidiaries. The "rationale" for the sale of Skellerup to Maine was that "the operation of the various business units within the Skellerup Group has been constrained by public ownership. It is claimed that a return to private ownership will provide a more appropriate basis for the efficient management and allocation of capital between the Groups businesses with resultant benefits." The constraints appear to have constraints on selling the "business units". In May Skellerup sold CablePrice Ltd to Hitachi of Japan.
Blue Star buys PC Direct Ltd
In a decision initially almost completely suppressed by the OIC and released only in March 1997 after appeal to the OIC, but widely reported in the news media, Blue Star Group Ltd, a subsidiary of U.S. Office Products Company of the U.S.A., gained approval to buy PC Direct Ltd. It was financed by issuing USOP shares to PC Directs owners but the valuation of the takeover was still not revealed by the OIC until an appeal to the Ombudsman showed it to be $28.25 million. However news media reports had already put the value of the company at $28 million after 25% shareholder in PC Direct, Direct Capital Partners (also originally a 20% shareholder in Blue Star before its take over by USOP), announced it had sold its PC Direct shares to Blue Star for $7.06 million. (DCP made a handy profit over its purchase price of $4.16 million in May 1995.)
PC Direct is an award-winning PC "clone" assembler and distributor which gained a national presence largely through direct-marketing. In 1996, it was rated in surveys as being second only to the worlds leading PC vendor, Compaq, in the supply of desktop PCs in Aotearoa. In 1995 it had opened a factory turning out over a hundred machines daily. The company was founded in 1989 by Maurice Bryham and Sharon Hunter who continue to work for the company under contract. The purchase leaves only PC General as a locally owned national PC retailer.
At the same time as the purchase of PC Direct was announced, Blue Star also announced it had bought an Auckland radio equipment supplier, Hart Candy Communications, and a Melbourne commercial contract stationer, Goodman Cannington Prince. Blue Star Chief Executive, Eric Watson, said he wanted more companies in Australia, having bought more than 90 companies there since the early 1990s. USOP has bought 130 companies worldwide since incorporating in 1994. (Ref: Press, 19/10/96, "Blue Star buys PC Direct", p.29; 22/10/96, "Blue Star Buys PC Direct in shopping drive", p.22; Independent, 25/10/96, "Will Blue Star, the share-fuelled corporate cannibal, stop or pop?", p.40.)
Progressive Enterprises Ltd, 57% owned by Foodland Associated of Australia, is selling off its fast foods Georgie Pie chain. Seventeen outlets (five freehold and 12 leasehold, four of which were franchises), the intellectual property and various assets are being sold to McDonalds Corporation of the U.S.A., through its subsidiary, McDonalds System of New Zealand Ltd for "approximately $15 - $25 million". The purchase of the intellectual property is more likely a spoiler action than any intention to continue the Georgie Pie concept. McDonalds announced intention is to "open restaurants on 11 of the sites and close the others." McDonalds claims that "all persons employed in the restaurants will be offered employment with McDonalds" (Press, 8/11/96, "Prog Ent sales down for quarter", p.32) but with six sites to be closed it seems unlikely that all the 700 jobs that are at risk will be replaced.
The demise of Georgie Pie was the cause of much heartbreak. The modest hope was that it "would be New Zealands own homegrown alternative to the global fast-food industry giants such as McDonalds, Pizza Hut and Burger King" although it was in many ways a copy-cat of McDonalds. The first restaurant opened in Auckland in 1977, but Progressive expanded it rapidly only in the 1990s, announcing plans in late 1994 to open 25 new outlets a year, reaching 114 by 1998. By the time Progressive decided to close it, there were 32 outlets, employing about 1,300 people, 80% under 20 years old. It paid its staff even less than McDonalds: it had hourly youth rates starting at around $5 for 15 year olds, compared to a base $8.41 at McDonalds, regardless of age. As Graham Kelly, head of Progressive, conceded in acknowledging their facilities were too expensive for the meals they were selling, "Georgie Pie did not apply the same rigour to its real estate as it did to keeping down its labour costs and menu prices". The 15 outlets not going to McDonalds, plus the $18 million, three million pies per week factory at Wiri, are either being closed (four outlets) or offered for sale, and "there was no shortage of potential buyers, as several overseas fast food chains were looking to enter the New Zealand market" (Press, 3/10/96, "Progressive profit plunge breaches bank loans", p.24).
Graham Kelly considered the expansion "was a decision taken without much logic. No one researched the pie, no one analysed how the pie was perceived. No one really thought through whether the pie suited the family restaurants image that Georgie Pie was trying to foster." He says the trend is away from hot fast foods, from red meat to white, and from stodgy to light, bland, foods.
On the other hand, Brian Popham, general manager of Georgie Pie until 1995, who describes himself as "one of the original creators of Georgie Pie", has a quite different view. In a letter to the Listener (5/10/96, "Georgie Porgy ran away") he described the decision to "axe" it as "unnecessary". He wrote:
In other words, Progressive panicked and increased prices too much. The background to this is Progressives own financial problems, which it blamed partly on Georgie Pie. In the year ended 28/7/96, Progressives after-tax profit crashed 81.3% to $3.55 million, forcing it to skip paying dividends for the year (contributing to a 10.1% fall in its controlling shareholders profits) and, most notably, left it in breach of the conditions of its bank loans. Georgie Pie was said to be to blame for $8.5 million of the profit fall. However there were other problems in the group, indicated by static or falling sales, which led, among other changes, to the management of Progressives three supermarket chains Countdown, Foodtown, and 3 Guys being reorganised into one group, causing 60 redundancies at a cost of $2 million. (Ref: Press, 1/10/96, "Georgie Pie cools Progressive Ent", p.39; 3/10/96, "Progressive profit plunge breaches bank loans", p.24; 10/10/96, "Foodland profit down", p.29; 8/11/96, "Prog Ent sales down for quarter", p.32; 30/11/96, "Progressive starts year strongly", p.28.)
The Auckland Airport Travelodge, has been sold by the Tower Corporation (one of the few remaining New Zealand-owned insurance companies) to Glopeak NZ Hotels Pte Ltd, a subsidiary of Singatronics Ltd of Singapore, for $28,200,000. Singatronics "is experienced in acquiring hotel properties and improving operating results it is seeking to take advantage of the synergies that can be extracted from the combined operation of various hotels throughout Australasia." It is its first major hotel purchase in Aotearoa, though it owns hotels in Australia. The three-and-a-half star Auckland Airport Travelodge was built in 1982, has 243 rooms and is the largest freehold hotel in the Auckland Airport area (NZ Herald, 11/9/96, "Airport Travelodge changes hands").
Crystal Accord Sdn Bhd, a private Malaysian company, has approval to take over Duncan and Davies Contracting Ltd for "$3,366,224 for 76%". Duncan and Davies have a "domestic and international ornamental shrub and plant nursery business" which Crystal says it will expand and operate in conjunction with "a similar operation to be established in Malaysia". Sounds like buying Kiwi expertise. The operation includes 44 hectares of freehold land and 38 hectares of leasehold land in Waitara, Taranaki.
A U.S.A./China consortium which currently owns 50.95% of Mainzeal Group Ltd has approval to increase its shareholding by another 5.32% for "approximately" $15.41 million. "The increased shareholding is a result of a private placement and the underwriting of a rights issue by Mainzeal which will assist in financing the construction and operation of an aquarium in Beijing." The consortium comprises Richina Enterprise Holdings Ltd, which is ultimately owned by Richina Equity Trust I of China, Anaconda Partners, L.P., which is ultimately owned by Junction Advisors Incorporated of the U.S.A., Chemical Asian Equity Associates L.P., which is a limited partnership of which Chemical Banking Corporation of the U.S.A. is a partner, R.E. Rainwater of the U.S.A., Ziff Investors Partnership L.P. II of the U.S.A., T.F. Frist II of the U.S.A., W.R. Frist of the U.S.A., P.C. Frist of the U.S.A., E. Metz of the U.S.A., J.M.R. Syme of Aotearoa, W.A. Caughey of Aotearoa, and T.J. OBoyle of Aotearoa. The consent to acquire the original 50.95% was given in April 1995, when P.F. and C.A. Elcan of the U.S.A. and T.F. Frist of the U.S.A. were also owners. Mainzeal is also trying to get full control of its partly owned subsidiary, Mair Astley Holdings Ltd (see the November 1995 decisions).
Three parties from Japan are swapping debt for shares in the Millbrook Country Club Ltd. In the past the Too Corporation, Tatemono Co. Ltd and Millbrook Partners Japan have "substantially financed" the Millbrook Resort "by way of interest free loans and subscription for preference shares" (an example of direct investment by loans rather than equity). They are now converting those to ordinary shares in Millbrook Country Club Ltd, in the ratio 76%, 13.4% and 10.5% respectively, valued at $21,780,024. "It will assist in encouraging the Japanese shareholders to provide the further funding that is needed to complete further resort facilities including a 200 plus room hotel of international standard." The company owns 190 hectares freehold and 14 hectares leasehold land at Lake Hayes near Queenstown. Last time we heard about Millbrook through the OIC was in 1992 when the Millbrook Country Club was being described as a golf club. At that time it was acquiring further land for a second 18 hole golf course to enable club members and visitors to play when the principal course was closed for tournaments. Millbrook then had 205 hectares of land and was owned in Japan, Hong Kong and Aotearoa.
Aral Property Holdings Ltd, registered in the British Virgin Islands (presumably for tax purposes) but owned in Singapore and Hong Kong, is buying a 50% interest in the Pacific Plaza Shopping Centre in Whangaparaoa, Auckland for "$29.5-30.5 million" from Churchill Group Holdings Ltd. The shopping centre includes over two hectares of land. In case you worried that the British Virgin Islands registration of Aral Property Holdings cast doubt on its owners characters, be reassured: "The Commission is advised the persons exercising control over the company are all of good character and not the kind referred to in section 7(1) of the Immigration Act 1987." We are sure it has checked as well as it did for German con-man Ralf Simon. Aral "has considerable involvement in property ownership and management including various properties in New Zealand".
Milburn New Zealand Ltd, "approximately" 73% owned by Holderbank Financiers Glaris Ltd of Switzerland, has approval to buy four hectares of freehold land at Mere Farm, Mere Road, Hawkes Bay for $62,000 to add to associated land of 160 hectares it already owns on Mere Farm for the purpose of stock-piling quarry products.
Danco (NZ) Ltd, a subsidiary of Sealed Air Corporation of the U.S.A., has approval to buy four hectares of land at 24 Bancroft Crescent, Glendene, Auckland "which adjoins the foreshore being an estuary comprising part of the Waitemata Harbour" from Donaghys Holdings Ltd for $4,200,000. It will be used for "the establishment of new premises allowing the business to grow, resulting in additional job opportunities in the area and also ensuring that the protective packaging product range will continue to be manufactured in New Zealand, rather than imported from Australia". The company also claims that it will result in "the introduction of specialised technology from Sealed Air Corporation into the existing operations". In December 1994, we reported that