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July 1994 decisions

July 1994 decisions

Macraes Mining buys land at Macraes Flat containing historic mining sites

In a decision released only on appeal to the OIC, Macraes Mining Company Ltd, 39% owned by Union Gold Mining NL of Australia is buying three hectares of rural land at Macraes Flat which contains historic mining sites and is adjacent to a Department of Conservation reserve. “The land may be amalgamated with that reserve at some time in the future.” The historic sites “will not be mined by Macraes but will be donated to the community for future preservation”. The price paid was $40,000, and Macraes Mining is presumably intending to extend its mining onto the land. The minor financial nature of the purchase leads to the question why the decision was originally withheld from public release. The obvious answer is that Macraes wanted to avoid objections to land of obvious historic and conservation value being sold for mining.

Bankers Trust of U.S. increases shareholding in St Lukes Group

In a decision originally completely suppressed apart from the country of origin, Bankers Trust Australia Ltd (ultimately owned by Bankers Trust New York Corporation of the U.S.A.) has been given permission to acquire an increased proportion of the shares and notes in St Lukes Group Ltd. The actual proportion it applied for permission to buy is still suppressed, but the OIC released (after appeal to the Ombudsman) the fact that Bankers Trust paid $204,514,048 for 61,430,134 shares and 112,111,320 notes which convert to shares on either 1/4/99 or 1/4/04 at Bankers Trust’s option. It already owns 17.7% of the shares and 22.4% of the convertible notes. St Lukes owns retail property, largely formerly owned by Fletcher Challenge, having been “spun off” by Fletchers in 1993.

Bankers Trust was in the news recently for fraudulent activities in the U.S.A. Major corporations, Procter and Gamble, and Gibson Greeting Cards, lost millions of dollars on financial derivatives sold to them by BT, and have sued it, charging that it misled them about the risks of the contracts. Gibson settled for $US10 million, having made losses of $US23 million on its derivatives portfolio. The U.S. Securities and Exchange Commission (SEC) enforcement chief said: “This case, simply put, involves fraud by a broker-dealer.” From October 1992 to March 1994, BT Securities “misled Gibson by giving the company values that significantly understated the magnitude of Gibson’s losses”. This led to BT being forced to sign an agreement with the U.S. Federal Reserve (the equivalent of our Reserve Bank) “to ensure the prudent operation of its leveraged derivatives transactions”. It has put aside $US72 million to cover “non-performing derivatives transactions” (read: “losses”).

Following from that, international ratings agency, Standard and Poor’s, put BT Australia and its subsidiaries in Australia (BT Australia) and Aotearoa (BT New Zealand and Bankers Trust NZ) on credit watch along with the parent company, saying derivatives were a fundamental part of BT’s business. Spokespeople for the subsidiaries in Australia and Aotearoa were quick to discount the connection with their U.S. parent, saying “the lowering has nothing to do with the financial credibility of Bankers Trust Australia” (managing director Rob Ferguson). Of course the opposite is claimed when trying to attract clients. In November 1994, BT launched a new share fund, the New Zealand Share Fund, focusing on the “best” 12 to 15 companies on the New Zealand Stock Exchange. To support their operations, they brought the group’s “global economist” out from New York. A stated key feature of the new fund will be the use of derivatives, such as futures and options, as a hedging mechanism. BT also runs the Managed Growth Fund which invests in shares, fixed interest shares and property both in Aotearoa and overseas.

(Refs: Press, “BT launches tightly focused share fund”, 28/11/94, p.36; “‘Rap on knuckles’ for Bankers Trust on derivatives”, 7/12/94, p.35; “BT pays $15m to settle derivative charges”, 24/12/94, p.35; “Standard and Poor’s lowers Bankers Trust NZ rating” and “BT Australia defends credit”, 12/1/95, p.22; “BT takes $112m hit as dust settles on derivatives”, 21/1/95, p.29.)

Arnott’s of Australia takes over The Kohi Biscuit Company

A decision originally completely withheld except for the country of ownership was later released apart from the price. The price was released only after by the intervention of the Ombudsman, in July 1995: $16,000,000. Arnott’s Biscuits (NZ) Ltd, owned by Arnott’s Biscuits Ltd of Australia, is taking over The Kohi Biscuit Company Ltd.

Share issue by Max Resources

Max Resources NL, a New Zealand public mining company 60% owned in Australia has approval to issue shares to other “overseas persons” for a total of $44.55 million to raise working capital. Up to 84 million ordinary 25 cent shares ($2.1 million) are to be offered to “professional investor clients of stockbrokers James Capel Australia Ltd and Forsyth Barr Ltd”. A further 84 million ($21 million) will be by way of options attached to those shares and listed on the stock exchange. A one for two rights issue to all shareholders will raise another $1.95 million, and corresponding options a further $19.5 million. Acording to the Press (“Max chairman in issues”, 30/7/94, p.24; “Max on Brazilian gold trail”, 20/8/94, p.39) Max is raising the funds for “a possible purchase of two Brazilian gold projects”. It is also buying a “gold tailings resource in Laverton, Western Australia, from KKR Resources NL”. The shares will be sold at 2.5 cents each, and the options may be exercised at 25 cents each before 31 July 1999.

CDL Hotels finances Kingsgate chain, Waitangi and Queenstown hotel buys

The largest hotel owner in Aotearoa, CDL Hotels New Zealand Ltd is issuing up to $52,439,756 worth of shares to fund its acquisition of the Kingsgate chain of hotels and to assist in the funding of a 49% interest in the Waitangi Resort Hotel and a proposed development in Queenstown. CDL Hotels New Zealand Ltd is a listed company which is approximately 69% owned by CDL Hotels Holdings New Zealand Ltd. This in turn is ultimately owned 52.8% by City Developments Ltd of Singapore, 9.4% by Hong Leong Parties of Singapore, and 37.8% by “Offshore Institutional Investors”. See the analysis of the April 1994 decisions for more detail on the Kingsgate purchase.

The CDL purchase of 49% of the Waitangi Resort hotel came amid controversy. It was majority owned by the Tai Tokerau Corporation and was in deep financial trouble. Just when things appeared to be coming right in May, 28 of the 45 full-time staff were laid off. Workers felt they had been “slapped in the face” after working “damn hard and long hours, sometimes without extra pay to help the hotel.” Owners’ representatives, Sir Graham Latimer and John Campbell were accused of lying and destroying the mana of the hotel and its workers. At that time Sir Graham announced that Quality Hotels (a CDL subsidiary) would be given a management contract to run the hotel. While Tai Tokerau would retain a controlling shareholding, a 25% shareholding owned by French interests including Jean Rousseau-Salet appeared to be up for sale and various interests were considering purchasing it. (“Lay-offs anger ‘hard-working’ hotel staff”, Press, 28/5/94, p.10.) CDL bought 49% of Waitangi Resort Hotel in late June for $13,185,000, including at least some from New Caledonian Enterprises, and renamed it Quality Resort Waitangi. The two owners committed themselves to spending $1 million on the hotel. (“CDL buys 49% stake in Waitangi”, Press, 1/7/94, p.15.) The controversy intensified when it was revealed that the Minister of Tourism, John (foot-in-the-mouth) Banks, had put in a bid. Labour accused him of breach of Cabinet rules on conflict of interest and called on him to resign. In defending himself, John (pure-as-driven-snow) Banks attacked the motives of Mat Rata (calling him “Rat Mata”) and Sir Graham Latimer. (“Govt tries to justify Minister’s bid for Waitangi Hotel”, Press, 6/7/94, p.3.)

The Queenstown development is a $32 million 220 room four-star hotel expected to open in October 1995. It “will be the largest built in Aotearoa since the Pan Pacific in Auckland four years ago” and will be called the Observatory Hotel. (“$32m hotel planned for Queenstown”, Press, 25/8/94, p.5)

Freight forwarder, Kuehne and Nagel, Switzerland, buys Mangere property

A Swiss freight forwarding company, Kuehne and Nagel International AG is buying a 3003 square metre property at 2 Kingsford-Smith Place, Mangere, Auckland through its subsidiary, Auckland Terminal Ltd. The property will be leased to Kuehne and Nagel (New Zealand) Ltd.

Global Asset Management (Hong Kong) can buy 45% of U-Bix

In June, Global Asset Management (HK) Ltd, a subsidiary of Global Asset Management Ltd of Hong Kong, was given approval to buy 35.61% of the share capital of U-Bix Business Machines Ltd for $25,978,034 “with the sole purpose of achieving maximum investment performance for [its] clients through capital appreciation in the securities invested.” Global Asset Management now has approval to acquire up to 45% of U-Bix, the balance to be acquired on the sharemarket. It “is purely a portfolio investment” and they “do not currently wish to seek board representation.”

Rayonier of U.S.A. to buy 129 ha. in Clifford Bay, Marlborough

Major forest owner Rayonier New Zealand Ltd (ultimately owned by Rayonier Inc, U.S.A., in turn an ITT subsidiary) is buying 129 hectares of land in Clifford Bay district, Marlborough for a price that was originally suppressed, but released on appeal: $1,280,000.

“The purchase represents an important strengthening of the support base for Rayonier’s New Zealand forestry operations. The property will be converted into a seed orchard for use by Rayonier and other New Zealand forestry companies as a source of commercial seed supply. The Commission is advised it is Rayonier’s intention to subdivide the property and sell off two lots of between 15 and 20 hectares to other major New Zealand forestry companies.”

Wenita of China buys saw millers in Balclutha

A decision originally completely suppressed was released only after the intervention of Ombudsman, in July 1995. Wenita Lumber Ltd, 45% owned by China Foreign Trade Transportation Corporation of China, 45% by Togen Ltd of Hong Kong, and 10% by Chen Wen Dong of Hong Kong, was given approval to acquire the assets of Rosebank Timber Ltd and Jacs Hardware and Timber Ltd for $669,000. These assets include “9 hectares of rural land at Balclutha, and the undertakings of a commercial saw milling business being conducted on a site known as the Rosebank Mill.” Wenita’s activities are a matter of some controversy among locals on the Taieri plains (for details see Watchdog 79, “Wenita on the Taieri?”, by Trevor Reeves, p.9-10, August 1995).

Other rural land sales

  • Fortknox Investments Ltd, owned by the Provincial Government of Gwang Dong of the People’s Republic of China is buying a 75% interest in 559 hectares of land at Mangamuka Forest, Northland for $5,850,000 from Agroforestry Development (New Zealand) Ltd (which Fortknox also has a 75% interest in: see April 1994.)
  • RII New Zealand Forests I, Inc, owned by “pension funds and non proftable, charitable and educational institutions predominantly from the U.S.A.” is buying a further 665 hectares of land at the Terraces, Marlborough for $535,000, for forestry development. Again acquired jointly with Tasman Forestry (Nelson) Ltd, a Fletcher Challenge Ltd subsidiary, this is but the latest such purchase: for the previous example, see June 1994.
  • Fulton Hogan Canterbury Ltd, an unlisted public company 37.46% owned by Shell Oil, is buying four hectares of rural land at Dommett, North Canterbury from Landcorp Ltd for $9,000. It will use it for access to its river quarry.
  • A resident of the U.S.A., David Robert Spencer is buying 54 hectares of rural land on McPherson Road, Hokanui, Southland for $130,000 for forestry, planting pinus radiata. He is buying it from McDougalls Contracting Ltd.
  • ForEstate Gisborne Management Ltd, owned by two Canadians, is buying a forestry right over 286 hectares of land in Ngakaroa Road, Gisborne for $257,000.
  • A U.K. resident is buying up to 50% of Mount Benger Ltd which owns 1,401 hectares of rural land in North Canterbury. The first 40% will cost him $600,000, the remainder “to be determined by market value when the option is exercised”. He is investing “as a business associate” and the farm will be managed by the other shareholder. They are considering developing a tourist lodge and expanding into dairying and forestry.
  • Another Broadwood, Far North District sale of a small forestry block of land. This time it is of 61 hectares, being sold to three Hong Kong residents, via Hanbrook Properties Ltd.

Wenita reorganises shareholdings

Wenita Holdings (NZ) Ltd, a major forestry owner in Southland is reorganising again (it did so previously in November 1993). Wenita is owned 45% by China National Foreign Trade Transportation Corporation of China, 45% by Togen Enterprises Ltd of Hong Kong, and 10% by Chen Wen Dong of Hong Kong. Wenita Forest Products Ltd (same owners) is buying Wenita Holdings and issuing 199,999,900 $1 shares to Togen Enterprises (NZ) Ltd and Sinotrans (NZ) Ltd (89,999,955 each), and to Chen Wen Dong (19,999,990), to finance it. The price for the total transaction is suppressed, but Sinotrans is also buying 4500 Group A shares from Sinotrans Beijing for $106,135,744. Sinotrans is owned by the China National Foreign Trade Transportation Corporation. Togen Enterprises (NZ) Ltd is owned by the Liu family of Hong Kong.

 

CyberPlace

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