This month’s decisions are notable for the information suppressed: though there is a relatively small number of decisions (21), almost three quarters (15) have deletions, 11 of them effectively suppressing the whole decision.

In yet another ripple from the electricity "reforms", TrustPower Ltd has approval to acquire Tararua Wind Power Ltd from CentralPower Ltd of Aotearoa. Though the amount has been suppressed by the OIC, Datex puts it at $49 million (Datex TrustPower Investment Profile, http://www.knowledge-basket.co.nz/datex/data/comments/comtpw1.htm).

TrustPower needs to increase its generating capacity. It describes this purchase as "the largest wind farm in the southern hemisphere, situated in the Tararua Ranges near Palmerston North". It has 409MW of generating capacity, producing 1,900GWh of electricity from 37 hydro stations and the wind farm. That is insufficient to meet the needs of its 218,000 customers (as at 31/3/99). TrustPower says these stations currently supply only approximately 60% of the company’s requirements. (Source: Datex, Infratil and a TrustPower company announcement on 14/6/99.)

TrustPower sold its lines operation to Utilicorp in November 1998. It is the fourth largest electricity retailer in Aotearoa.

The OIC details the ownership of TrustPower as: 25.83% Infrastructure and Utilities NZ Ltd, 22.72% Tauranga Energy Consumers Trust, 20.88% New Zealand Public, 10.44% Interstate Energy Corporation (U.S.A.), 8.4% Australian Public, 7.6% Tauranga District Council, and 4.12% Rotorua Energy Charitable Trust. However this does not tell the full story; which is rapidly changing.

TrustPower is the subject of an unwelcome takeover bid from an alliance of Infratil (Infrastructure and Utilities NZ) and Alliant International New Zealand Ltd of the U.S.A. (identified above under the name of its owner, Interstate Energy Corporation). At time of writing, they claimed they either owned or were about to acquire, 44.17% of TrustPower’s shares (Infratil announcement, 20/7/99, "Infratil to increase stake in TrustPower"). However they were also in a court battle with Australia Gas Light (AGL) over the ownership of the 7.6% shareholding of Tauranga District Council (Press, 9/6/99, "Infratil seeks TrustPower", p.29; 25/6/99, "Infratil answers TrustPower", p.31).

AGL is presumably identified by the 8.4% listed by the OIC as being owned by "the Australian Public". TrustPower issued it shares as a way to ward off the attentions of Infratil/Alliant – without much success. AGL had raised its holding to 11.06% by June (change in substantial shareholding announcement, 22/6/99) but in July the Tauranga District Council announced that AGL had made it an offer for all the shares it wished to sell.

The Rotorua Energy Charitable Trust’s holding was reduced to its stated level in February 1999 by a sale to Infratil after a battle over the price (Infratil company announcement, 9/2/99, "Infratil increases stake in Trustpower to 33.6%"). However AGL now counts it as an ally, and said that it intended to increase its combined stake in Trustpower from about 16% to 49.5% between 30/7/99 and the end of the year (Press, 28/07/99, "AGL bids for Tauranga stake", p.28).

For further details on TrustPower, AGL, Alliant and Infratil, see our commentary on the Lend Lease purchase of 25% of Infratil’s manager, Morrison & Co, in the March 1999 decisions, and the other decisions relating to the energy industry that month.

General Cable Corporation of the U.S.A. has approval to acquire BICC Holdings New Zealand Ltd and BICC Cables New Zealand Ltd from BICC Plc of the U.K. as part of "a global acquisition of BICC’s cables business". It is paying $33,700,000 for the company. BICC Cables New Zealand is the largest cable manufacturer in the country and has its headquarters in Aotearoa on eight hectares of land in Main South Road, Sockburn, Christchurch.

The Christchurch site has four cable factories, and these make this operation a relative rarity amongst foreign investments in Aotearoa: it is a manufacturer, not merely an assembler, and produces latest technology products. They are sold in Aotearoa and exported to Australia, South East Asia, China, the South Pacific and the Middle East. The factory makes copper telecommunications and data cables, a range of electrical cables from fuse wire to high voltage aerial conductors and underground cables, as well as many other products such as speaker flex. Just in March, in an operation that graphically illustrated international capital mobility, it benefited from Melbourne’s loss of another BICC cable plant when Telstra went to a single supplier for its copper cable. BICC, having lost 60% of Telstra’s copper purchases, closed down the Melbourne plant, and shipped its ten production lines to Christchurch in 100 containers, plus 40 pieces of machinery. The Christchurch factory took on 50 extra employees and more than doubled its 260,000 pair-kilometres per year output, for export to Australia.

The factories come from an unstable family background. They have been in production for over 50 years. The company’s web site (http://www.mmcables.co.nz) describes it as follows:

In 1989, Austral and Associated British Cables merged with Aluminium Conductors and named the new company MM Cables New Zealand. However in 1998 the Sockburn factory returned to BICC’s ownership and changed its name yet again to BICC Cables New Zealand (Press, 27/3/99, "BICC sends jobs to Chch", p.26; 1/4/99, "Chch gains jobs as BICC relocates cable business", p.22; 22/7/99, "US firm buys cable factory", p.34).

It will be interesting to watch how much production the new owners allow in Aotearoa.

According to the OIC, the global acquisition of BICC’s cables business is "an opportunity to reduce further [General Cable’s] dependence on the cyclical construction cable market and extend substantially both the range of its product offering and the geographic reach of its business". It will be "active in New Zealand in the design, manufacture and sale of energy, communications and construction cables".

General Cable, on its web site (http://www.generalcable.com/BICC.asp), describes itself as follows:

Its products are marketed under the Romex and Carol Brand names. In 1998 it reported "a substantial increase in sales and profit", with sales of approximately US$1.2 billion. The company’s motto is "The Power of One", which "represents the ongoing, aggressive pursuit of countless new initiatives, such as establishing full scope regional distribution centers, compressing cycle-time to eliminate time-wasting activities, and others which will not only help strengthen General Cable’s position in the marketplace, but also propel it toward achieving recognition as the premier supplier in the wire and cable industry." Wow!

It formally announced the purchase of BICC’s "worldwide energy cable and cable systems businesses" on 7/4/99 for £275 million (approximately NZ$825 million) in cash. It described the price as "a substantial discount to the net book value of the acquired assets".

Approval is given for the assets and business undertakings of Pacific Dunlop Holdings (New Zealand) Ltd to be acquired by AMP of Australia (60%), Prudential Assurance Company Ltd of the U.K. (15%), Catalyst Investment Managers Pty Ltd of Australia (15%) and Pacific Dunlop management (10%). The price has been suppressed. The purchase includes seven hectares of land at 69 Paraite Road, Bell Block, New Plymouth, Taranaki. The result will be that the company will be owned 78.4% in Australia, 15% in the U.K., and the remaining 6.6% in Aotearoa.

The New Zealand Company Register (1996-97, p.150) describes Pacific Dunlop as "one of Australia’s largest international companies. Manufacturing operations are based in Australia and New Zealand with 172 factories, Asia with ten factories in five countries, and North America with 26 factories." Its battery subsidiary, GNB Batteries includes Chloride Battery interests in Australia, New Zealand, U.S.A., Canada, and Mexico, and the Exide, Dunlop and Marshall brands. It has a joint venture with Japan Storage Battery Company, Enpac, to supply batteries for Japanese cars made in the U.S.A. Its Ansell International division makes goods ranging from medical gloves and balloons to condoms. Other subsidiaries include an industrial foam, fibre and cables division whose brands include Dunlopillo bedding products and the Olex brand of electrical cables; Pacific Brands which make sporting and leisure clothing and footwear; South Pacific Tyres with the Dunlop, Olympic and Goodyear brands; and electronics division, Nucleus. Performance has been mixed in recent years.

Tranz Rail Ltd has approval to acquire 111 hectares of land from Ngai Tahu Property Developments Ltd for a suppressed amount. It is at Clifford Bay, Marlborough and "will be used to provide rail access to a proposed port and terminal at Clifford Bay, intended to become the infrastructure for Tranz Rail’s Interislander service." It would be the land on which part of the road and railway line from the terminal to State Highway One and the main trunk railway line would be built.

The proposal to move the terminal for the Cook Strait ferries from Picton to Clifford Bay roused considerable opposition. Hearings before a special Marlborough District Council committee under the Resource Management Act completed in 1997. There was predictable disquiet from those who will be affected in Picton, which substantially depends for its survival on the traffic from the ferry. The town estimated that 45% of its jobs depended on the ferry service, and 75% of hotel, motel and restaurant trade. The threat of Clifford Bay is making it difficult to sell businesses in the town. Port Marlborough counsel accused Tranz Rail of wanting the terminal to put itself in a monopoly position. Tranz Rail has not helped by refusing to assure the town of a continued rail service any closer than Spring Creek.

There were also environmental concerns. The proposal is to reclaim up to 14 hectares of seabed, 1.3 km long and 300m wide. A further 7 hectares of seabed will be reclaimed for a 1.1 km breakwater. The original proposal included a 25 hectare quarry at Stirling Brook to provide the 1.9 million cubic metres of rock for the breakwater. There will be rail and road freight marshalling yards, parking areas, and passenger facilities. Picton Sounds Paradise, a charitable trust representing 90 businesses in Picton and the Marlborough Sounds, said that placing a terminal on an open shore created the hazard of coastal erosion and a sediment trap, requiring "a perpetual management regime, through dredging and nourishing the beach". It criticised Tranz Rail’s proposed method of effluent disposal. A local farmer, John Conway, complained the facilities would "totally dominate" the area, destroying it visually and endangering the recreational area of Marfells Beach. Endangered plant species were also under threat.

Tranz Rail’s public case centres on the shorter travel times across Cook Strait – 180 minutes reduced to 150 minutes for the conventional ferries, and 105 minutes down to 90 minutes for the fast ferry – and one hour shorter driving times from Christchurch. According to the OIC, it claims "reduced travel time will result in significant dollar savings for transport operators and that cost benefit studies indicate net national benefits of $120 million over a 30 year period, exclusive of any benefit to Tranz Rail." Opponents challenged its methodology and assumptions, and wondered whether it will try to appropriate any benefits in higher fares. The proposal has been in Tranz Rail’s, and its predecessor’s, state-owned New Zealand Rail’s, long term plans for decades. In August 1992, shortly before privatisation, it acquired 236 hectares of land for the purpose, at the south eastern corner of Lake Grassmere.

The Marlborough District Council committee announced its decision allowing the development to proceed, in August 1997. The project, which would cost around $120 million, was approved subject to a levy of 0.5% of capital cost, a $10 million bond, building conditions, environmental protection provisions, and payment of $250,000 for a Council task force to look at adverse social or economic effects on the region, including Picton. The $250,000 had been offered by Tranz Rail, and was described as "quite unrealistic in approach and almost insulting" by Port Marlborough’s counsel.

Port Marlborough, Picton Sounds Paradise and Tranz Rail all announced they would appeal to the Environment Court.

(Press, 11/2/97, "Lawyer calls Tranz Rail wolf in sheep’s clothing", by Jocelyn Bromby; 15/2/97, "Tranz Rail wants monopoly – counsel", by Jocelyn Bromby; 4/8/97, "Bond on terminal sought", p.4; 19/8/97, "Port to test ferry decision", by Jocelyn Bromby, p.4; 20/8/97, "Picton firms fight against ferry ruling", by Jocelyn Bromby, p.4; 7/3/98, "Bay Watch", by Christopher Moore, Weekend p.1-2)

In September 1998, before the appeal had been heard, Tranz Rail went back to the committee to ask for modifications to the conditions imposed. The changes they wanted included new routes for the road and rail line, disposal of waste water by trickle irrigation instead of spraying on farmland, and a rock unloading facility using a changed source of rock, the Clarence River. They also made proposals for preservation of an endangered shrub, totoraro (Muehlenbeckia astonii) growing on the proposed rail route. They claimed three other plant species of conservation significance in the area would not be significantly affected. The route changes would satisfy objections by Dominion Salt to a causeway across Lake Grassmere, which it uses for salt harvesting (Press, 29/9/98, "Change sought for Clifford Bay terminal", by Jocelyn Bromby, p.7; 30/9/98, "Rare plants grow on ferry terminal route", by Jocelyn Bromby, p.4).

Tranz Rail was also working to disarm opponents. In April 1999, Port Marlborough announced it had withdrawn its appeal. Tranz Rail had apparently gained its acceptance by agreeing to look at continuing to use Picton – but was clearly using Clifford Bay as a lever to improve its position against the port company. Its spindoctor, Fred Cockram, said "the company did not have a closed mind on the Picton option. Tranz Rail has undertaken to treat seriously any proposals the port company believed would make Picton attractive to Tranz Rail. ‘The intention is to continue with Clifford Bay but Port of Marlborough do have the opportunity to convince us otherwise.’ The company had never ruled out continuing some services in Picton even if Clifford Bay went ahead." He said that the company’s "discussions with other appellants are also well advanced. The company was working to resolve all issues without the need to take them to the Environment Court." The other appellants included Picton Sounds Paradise, and Tranz Rail was also talking to the District Council to "resolve" issues without going to the Environment Court (Press, 12/4/99, "Bay appeal withdrawn", by Jocelyn Bromby, p.4).

In July 1999, a halving of the company’s capital spending for the next two years made it likely that the project would be substantially delayed even if the approvals process was resolved (Press, 7/7/99, "Tranz Rail to reduce staff, slash spending", p.24).

Tranz Rail won the inaugural 1997 Roger Award for worst transnational corporation in Aotearoa. The judges said in their statement (documented in a longer report) that "the critical factor in choosing Tranz Rail was the calculated, callous attitude it has shown to the people it has injured and the families who have lost their loved ones through its negligence and workplace practices". They also believed that "Tranz Rail has abdicated its moral responsibility by putting profits before people." It met most of the stated criteria for the awards:

The award did not cause the company to rethink its modus operandi. Industrial and crossing accidents, layoffs of employees, industrial disputes (including a particularly ferocious one with its contract drivers), and profit-taking have continued unabated. In its year ended 30/6/98, for example, the group paid out $48,386,000 in dividends and share repurchases on a net profit of $48,224,000.

The company is owned 23.75% by Wisconsin Central International Inc, an aggressively expanding company with a reputation for anti-unionism. It is relatively small in its U.S. home, but has interests now in Australasia and the U.K. The OIC states the remaining shareholding as 51.05% "New Zealand Public", 18.71% Pacific Rail Ltd, and 6.49% "United States Public", but that does not tell the full story. A significant partner with Wisconsin has been the Berkshire Fund of the U.S.A., which has 3.54% according to Tranz Rail’s 1998 Annual Report.

Even more controversial has been the Fay Richwhite involvement. It owns Pacific Rail, and David Richwhite’s family company, David Lloyd Investments Limited, has a further 3.05%. Given that both Michael Fay and David Richwhite have packed their jumbo jet and taken their families to Europe, Tranz Rail is unequivocally in overseas hands. As we wrote at the sale of New Zealand Rail in our July 1993 commentary,

Fay Richwhite were also investigated by the Stock Exchange’s market surveillance panel following the sale. They originally had 40% of the company, but two months later had only 31.8%, having sold some of it to David Lloyd Investments – an "associated person" – for which listing rules require approval of all shareholders. The panel decided the rule had not been breached and slapped Tranz Rail on the wrist according to Brian Gaynor (National Business Review, 21/6/96, "Tranz Rail deals leave trail of unanswered questions", p.53).

Those holdings (and those of the other original shareholders) were diluted in a 1996 public float. Berkshire had 17.9% after the float, and has since sold that down substantially.

FAI Insurances Ltd owned by HIH Insurances Ltd of Australia has approval to acquire the lease of Downtown House, 21 Queen Street, Auckland for $20,500,000. "The lease is a ground lease of land and buildings and continues until 31/7/02, with various rights of renewal through to 14/1/2083." The purchase "is part of an ongoing, long-term strategy to invest in central business district commercial properties in Australia and New Zealand, both directly and indirectly through listed and unlisted property ventures, trusts, funds and other vehicles."

In February 1998 we reported that FAI Properties NZ Ltd had approval to acquire The Downtown Centre, on the corner of Customs and Lower Albert Streets, Auckland Central, from St Lukes Group Ltd for $41,000,000. FAI Properties NZ is owned 51% by M. and C. Investments which is two family trusts whose trustees are Allan Brooke Mitchell and Clifford James Cook of Aotearoa; and 49% by FAI Overseas Holdings Pty Ltd, a subsidiary of FAI Insurances of Australia.

Barenbrug Holding BV of the Netherlands has approval to acquire the remaining 49% of Agriseeds Holdings Ltd that it does not already own. The price has been suppressed. Agriseeds owns 162 hectares at Old West Coast Road, Canterbury. Barenbrug is owned 73.8% by H.J.M. Barenbrug, 8.8% by B and F. Barenbrug, and 17.4% by ABN AMRO Participaties BV, all of the Netherlands.

Barenbrug has owned 26% of Agriseeds from when it was founded in 1987 until 1997 when it raised its shareholding to 49%. "Agriseeds with the assistance of Barenbrug has established itself as New Zealand’s leading breeder, researcher and producer of ryegrass seeds."

In January 1997 when we reported the first increase in Barenbrug’s shareholding, we said:

The company has an "exclusive" agreement, signed in 1992, with Midlands Seed and government-owned breeder, AgResearch Grasslands. The agreement was criticised as "giving away New Zealand’s white clover technology". Following on from the agreement, a programme called White Clover 1000 was launched in 1997 to "encourage" farmers to increase yields on white clover to 1,000 kg a hectare as part of an export drive for the seeds. Barenbrug, described as the "largest grass seed company in Europe", wanted to increase its share of the European market from 15% to 20%, and its global share to 20%, over five years from the end of 1997 (Press, 18/12/99, "Clover scheme targets exports", p.21). Indeed its mission statement states that it is aiming to be "the world’s leading seed company specialised in forage and turfgrasses" – http://www.barenbrug.nl.

The company describes itself as follows:

The Canadian Rural Advancement Foundation International (RAFI) lists it as one of the second tier of seed transnationals in the world, the first tier being Pioneer Hi-Bred, Monsanto, and Novartis. It lists Barenbrug subsidiaries in Belgium, China, France, Holland, Luxembourg, Polanda (Barenbrug Polska), U.K., U.S.A., plus Barenbrug South East, Garfield Williamson (called Barenbrug North East), Barenbrug Production, Heritage Seeds Pty, Modern Forage Systems Inc, New Zealand Agriseeds, and Palaversich y Cia (Argentina) ("Seed Industry Consolidation: Who Owns Whom?", RAFI, July/August 1998, http://www.rafi.ca/communique/fltxt/19983.html.) The company’s Web site (http://www.barenbrug.com/subsi.htm) also lists subsidiaries Barenbrug Research Wolfheze, Barenza Hoeve B.V., Barenbrug Tourneur Recherches (France), Barenbrug Romania S.R.L.

• Craigpine Timber Ltd, which is 49.5% owned by Donaghy’s Ltd of Aotearoa and 50.5% by members of the Black family of Australia, the U.K. and Aotearoa, has approval to acquire 590 hectares of land at Fortification, RD 1, Wyndham, Southland, for $1,012,500 from Hillfort Company Ltd. Craigpine "is a Southland based forestry company with in excess of 2,500 hectares of timber plantations within the region. Craigpine also operates a sawmill operation at Winton, which processes the produce from its timber plantations for both the domestic and export markets." The company’s last such purchase was in April 1997, when it bought forestry, cutting and harvesting rights over 19 hectares of land in Southland. The OIC then stated that the Black family shareholding was through Bowker Holdings No. 14 Ltd. This decision reveals the members of the family as G.L.S. Black of Australia (with 21.82% of Craigpine), N.M. Guest of the U.K. (9.6%), Q.J.S. Black of Australia (9.49%), M.C. Atkinson of Aotearoa (4.9%), and A.B.S. Black of Australia (4.7%). The Black family and Craigpine also own farms and a sawmill in Canterbury.

Tasman Agriculture Ltd, a 60.61% subsidiary of Brierley Investments Ltd (company substantial shareholder announcement 6/5/99), has approval to acquire a 103 hectare sheep and beef farm for conversion to dairy.

Tasman Agriculture is one of the largest corporate farmers in Aotearoa, specialising in dairy farming, often converting farms from previous uses. It has "approximately 69 dairy units comprising approximately 14,188 hectares in the South Island of New Zealand; 13 dairy units in Circular Head, North West Tasmania; and an 87.5% shareholding in The Van Diemen’s Land Company, which operates a further 10 dairy units in the North West of Tasmania."

The OIC does not state Brierley Investment’s interest, giving Tasman Agriculture’s ownership as 12.12% Camerlin Group Berhad of Malaysia, 4.06% Franklin Resources Ltd of the U.S.A., 3.88% Singapore Government, 16.3% other "overseas persons" (which may include overseas companies) and the remaining 63.63% in Aotearoa. However Camerlin, Franklin and the Singapore Government are all significant shareholders in Brierley Investments. Camerlin and the Singapore Government exert control to the extent that the company is considering moving its headquarters to Singapore.

This is significant given the changes being actively considered in the dairy industry, with the corporatisation of the Dairy Board, and its ownership by a single large dairy cooperative. Under the proposal, ownership will be limited to dairy farmers. Tasman (and hence Brierley Investments, which has been increasing its shareholding in Tasman in recent months) may well become the largest single shareholder, and be in a position to purchase other shares, gaining effective control of New Zealand’s largest, and arguably most important, exporter.

• Jacky Roberts of New Caledonia has approval to acquire 11 hectares of land at Medway Road, Hanmer Springs, Canterbury for $163,125. It is intended that the land will be used "as a lifestyle block with an area used for forestry".
• B. G. Kipke of Germany has approval to acquire six hectares of "barren land" at Wye Creek by the Frankton/Kingston Highway, Otago for $370,000. She proposes to develop it into a "recreational wooded area … as a family memorial to her father". It will remain as a park land development for the next decade.