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February 1994 decisions

February 1994 decisions

This month’s release of decisions is distinguished by the number of deletions. Out of twenty decisions, nine (almost half) have been withheld by the OIC – all in full. We trust this is not the result of a policy change by the Commission. On appeal, in July five were released in full and two still with “consideration” deleted. The decisions that were released on appeal relate to Vesteys/Weddel, MGRC and ITT (Gisborne): see below. A further decision was released in March 1995 after appeal to the Ombudsman.

Vesteys restructures its meat processing business

Aotearoa Primary Products, a Vestey Group (U.K.) subsidiary, is acquiring all the assets of Weddel New Zealand Ltd, another Vestey subsidiary. This comprises the meat processing and export business carried on at plants in Whangarei, Cambridge and Feilding; a by-products division carried on principally at Hastings; and the Head Office Management Division carried on in Wellington. The companies involved are Aotearoa Primary Products (Hastings) Ltd, Aotearoa Primary Products (Whangarei) Ltd, Aotearoa Primary Products (Feilding) Ltd, and Aotearoa Primary Products (Cambridge) Ltd. The background to this is that Vesteys was in March reported to be planning to sell off most of its Australian and Asian meat product and food trading operations in a public float. Union International, controlled by Vesteys, was preparing to list Angliss Pacific on the Australian Stock Exchange. It was selling most of its Australian assets as part of a restructuring agreement between the Vestey family and its banks in 1992. They would retain an undetermined stake after the float (National Business Review, “Vestey interests plan Australian float for Angliss Pacific”, 4/3/94). In this country, as well as Vesteys being in trouble, the meat industry is said by one agricultural economist to be “in crisis” and technically bankrupt. This is due to falling meat prices, and excess competition, leading to the crash of the Fortex group. (Press, “Meat industry ‘in crisis’”, 5/7/94, p.3). One farmer said it was “fairly well known that the meat industry owed about $1.4 billion to the banking system” yet “if all freezing works were sold they would realise only about $800 million” and “new state-of-the-art freezing works could be built to cover the whole of New Zealand’s kill for half the price of the indebtedness.” (Press, “NI farmers question price gap”, 27/5/94, p.32.) In May it was reported that Vesteys was expected to announce a “partial” sale of its equity, but withhold from a public share float its Tomoana meat plant at Hastings, and its neighbouring Kaiti plant at Gisborne. It had planned to float the three companies that are subject to the OIC decisions. Weddel is the fourth-largest New Zealand meat producer in terms of total assets after Alliance, AFFCO and PPCS, and processes 10.7% of the country’s lambs, 11.6% of its sheep, 16.9% of its cattle and 28.6% of its calves. It was established in 1911 by the Vestey family and was long a part of the colonial ties of our meat industry to the British market. (Press, “NZ’s fourth-largest meat producer ready to sell some freezing works”, 21/5/94, p.28.)

Bernard Matthews of U.K. buys Advanced Foods from Meat Board

U.K. butcher, Bernard Matthews PLC, 41.1% owned by B.T. Matthews of the U.K., is buying out Advanced Foods of New Zealand Ltd, a subsidiary of the New Zealand Meat Producers Board for $40 million. This includes 19.2104 hectares of land in Waipukurau. The OIC notes that this replaces a previous consent dated 23/12/93 – one which was evidently withheld since we never received it. According to the Independent, the company employs 250 people at the peak of the season and was set up 10 years ago to produce Bernard Matthews boneless lamb roasts under licence (“Meat Board offloads export unit”, 15/4/94, p.28).

Kiwi Income Property Trust buys Majestic Centre in Wellington from DFC

The Majestic Centre, Wellington, is being purchased for “approximately” $48,550,000 by Waihara Holdings Ltd, 50% owned by Kiwi Income Property Trust (KIPT), and 50% by the FCMI Group of Canada. KIPT already owns the Plaza, Palmerston North, and KMart, Porirua, and commercial buildings in Auckland and Christchurch (see OIC decisions in November and December 1993). As part of this transaction, Waihara is issuing 10 million $1 ordinary A and B shares to each of KIPT and Wynford Holdings Ltd (a FCMI subsidiary), and 12,225,000 redeemable preference shares to KIPT. Waihara also has the OIC’s “consent if necessary” to purchase a $48,550,000 debt from DFC New Zealand Ltd for $48,550,000. (The building is the “final significant property owned by the DFC” – Press, 25/2/94, “Kiwi Trust confirms Majestic Centre buy”.)

In December 1993, the Majestic Centre was the centre of complaints by a Wellington real estate agent that the Government Valuation (GV) of Wellington buildings were “on a different planet” when compared to the prices actually being paid. David Taylor of Raine and Horne gave the example of the Majestic Centre (which he was trying to sell). The 28 storey building, completed in 1991 for around $200 million, has a GV of $17 million. Such gaps between GV and sale prices “are likely to jeopardise the recovery of the local property market. Mr Taylor said foreign buyers, especially, were likely to lose confidence in Wellington property if they were asked to pay double the price of the new GVs on some of the city’s major buildings.” (Press, 15/12/93, “Wellington property valuations questioned”.) Clearly Mr Taylor need not have worried: he or one of his colleagues has been very persuasive.

According to the Press (30/10/93, “Kiwi Income Property Trust seeking $46m through issue”), the manager of KIPT is Kiwi Income Properties (KIP) whose directors are Robert Narev, an Auckland lawyer, Ross Green, executive director, James Macaulay, chairman of Mercury Power, and Murray Valentine, chairman of The Helicopter Line. KIP is equally controlled by interests associated with Green and KIPT’s managing director, Richard Didsbury, and FCMI Corporation of Canada. FCMI’s controlling shareholder is Albert Friedberg (Press, 25/2/94, “Kiwi Trust confirms Majestic Centre buy”).

Allco of Australia in underwriting arrangement

Allco Finance (NZ) Ltd, a subsidiary of Allco Overseas Holdings Ltd, part of the Allco Group of Australia, has been given consent to enter into an underwriting arrangement “in respect of certain securities to be issued by an off-shore entity.”

MRGC of U.S.A. buys more land in Marlborough

The U.S.A. forestry company, MRGC Company appears again, buying land in Marlborough, presumably for forestry. The land is 2738.1 hectares and $1.4 million is being paid for it. What is particularly interesting about this decision is that it appears (though it is not clear) to show the names behind MRGC. The sale is to “MRGC and Associated parties”, named as: Judy Trust for David S. Quinn (1.54%), for John V. Quinn (3.07%), and for Rebecca B. Quinn (3.07%); J.D. Children’s Trust for William C Crow, John T. Crow, Michael T. Crow and Colin C. Crow (each 3.07%); David Quinn Trust (1.54%), Yakovich Corporation (2.5%), Johnson Family Northwest Investment Corporation (21.5%), Reid Inc (1.0%), Green Crow Pacific Ltd (3.5%), Ring Management Company Incorporated (25.0%) and RDMCO International Incorporated (25.0%). Previously we had been told the MRGC was a 50/50 joint venture between Merrill and Ring Inc, and Green Crow Corporation.

Other land sales for forestry: Southland Plantation, Tasman, RII, ITT Rayonier

A number of familiar names appear in a flurry of forestry developments:

  • Southland Plantation Forest Company of New Zealand Ltd, owned 51% by Oji Paper Co Ltd and 49% by C Itoh and Co Ltd, both of Japan, is buying a weed-infested 445.3565 hectare block of land in the Takitimu District, Southland for approximately $452,095 for forestry development.
  • Tasman Forestry (Nelson) Ltd (a Fletcher Challenge Ltd subsidiary) and RII New Zealand Forest I Inc (U.S.A.) are buying a 202.9013 hectare block on land in Rabbit Gully, Nelson for approximately $250,000. (See also January 1992 and December 1993 OIC decisions.)
  • ITT Rayonier New Zealand Ltd, subsidiary of ITT Rayonier of the U.S.A. is acquiring some of the assets of Pacific Pine Products Ltd in Receivership for $3,500,000. “ITT has acquired substantial forestry interests in and around the Gisborne area. ITT now requires a site in the Gisborne area for storage of logs and for undertaking debarking and anti-sapstaining operations prior to transporting the logs. The offeree company owns two blocks of land totalling 22.3288 hectares and has provided log storage, debarking and anti-sapstaining services to ITT from time to time. ITT now wishes to secure the purchase of the shares in the offeree company so that it thereby acquires control of this land for the above activities and ITT also intends to investigate the possibility of reactivating a sawmill situated on the land.”
  • ITT Rayonier New Zealand Ltd, is also buying 142 hectares of land on Double Corner Road, Amberley for approximately $800,000 to “create a seed orchard for use both by ITT Rayonier and other unrelated New Zealand Forestry companies as a source of seedlings for forest replanting.”

Other rural land sales

  • A U.K. citizen wishing to emigrate is buying the remaining 76% ownership of a 23 hectare property on Cable Station Road, Seddon, for $170,000. The property is held by World Gourmet Ltd which was already 24% owned by the U.K. citizen. “He intends to become a farmer and will use the property for setting up a marketing company to market New Zealand gourmet food products, both grown by him and others, in the area of specialist niche markets.”
  • Milburn New Zealand Ltd, approximately 72.5% owned by Holderbank Financiers Glaris of Switzerland, has permission to acquire 28.574 hectares of land on Waitohu Valley Road, Otaki, for $250,000. “Milburn believes that the land in question has reserves of aggregate, which are significant for the Otaki area, for use in roading and building material. The opportunity to purchase the property … is considered to be a strategic investment on Milburn’s behalf.”
  • Prime Pine Ltd, a locally registered Australian company with a sawmilling business in the Nelson region is buying two pieces of land from a neighbouring orchard in order to form an “environmental buffer zone” for the sawmill. The land totals just under 3 hectares and is being purchased for $115,000. This decision was released only in March 1995, after appeal to the Ombudsman.

Milburn buys Cape Foulwind land of “great strategic value” from Landcorp

Milburn is also being sold three parcels of land in the Nelson Land Registry area by Landcorp Property Ltd. They are of 887 square metres ($260+GST), 2.8702 hectares ($5740+GST) and 1.3668 hectares ($2500+GST). They are “of great strategic value to Milburn’s continued operation at the cement works at Cape Foulwind. Landcorp Property Ltd (the vendor) recognised this and first approached Milburn to offer these sections for sale prior to undertaking sales marketing proposals. The proposal will allow Milburn to formalise present arrangements in respect to usage of one of the blocks, and will provide future access for possible expansion of their activities with the resultant flow on benefits.” We hope Landcorp got a “strategic” price given Milburn’s special interest and privileged position.

 

CyberPlace

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