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September 1995 decisions

September 1995 decisions

TransAlta takes control of EnergyDirect

TransAlta Energy Corporation of Canada subsidiary TEC Utilities Ltd gained approval this month to take a further 21% shareholding in Hutt Valley electricity and gas supply company, EnergyDirect Corporation Ltd for $69,004,433. TEC at the time had “approximately 20%” of EnergyDirect. This limit was forced by company rules disallowing any one shareholder more than 20% of EnergyDirect, a cap common amongst newly privatised power supply companies to protect local control. A month earlier, in August, TransAlta was working to persuade Takapuna electricity supply company, Power New Zealand (itself 34% controlled by Utilicorp of the U.S.A.), to sell its 20% stake in EnergyDirect, and to persuade the EnergyDirect Community Trust which is a major shareholder in EnergyDirect, to vote to remove the share cap (Press, “Canadians move to raise stake in EnergyDirect”, 4/8/95, p.18). The removal of the cap was forced by the Stock Exchange which banned such caps as a condition of listing (Press, “Power company listings at risk”, 26/8/95, p.22). A 75% majority of shareholders was required to vote for the removal of the cap, but TransAlta made a conditional purchase of Power New Zealand’s 20% and Todd Electricity Securities’ 0.92% on September 12 (Press, “Wgtn power merger closer”, 13/9/95, p.28), and obtained the approval from the OIC in anticipation of that vote on September 13. TransAlta had previously used its 20% stake to prevent a merger between EnergyDirect and Power New Zealand using a absurdly hypocritical “local control” rationale; hence the readiness of Power New Zealand to sell its shares (see commentary on the November 1994 OIC decisions). Eventually TransAlta persuaded the EnergyDirect Shareholders’ Protection Association and the Community Trust to support removal of the cap, despite opposition from the lobby group, Community Power (Press, “Way cleared for TransAlta”, 20/9/95, p.27) and the vote went 39 million for and 700,000 against, a week after the OIC approved the sale (Press, “Vote waives EDirect cap”, 23/9/95, p.24). The formal sale of shares went through in early October giving Power New Zealand a handy $20 million profit (Press, “Power NZ sells EDirect”, 7/10/95, p.27).

TransAlta is regarded as a “cornerstone shareholder” in EnergyDirect with 41% of the shares. In November Mike Pavey, TransAlta’s senior vice-president and chief financial officer, was appointed to EnergyDirect’s board giving TransAlta effective control through a formal agreement with the Community Trust. However the Shareholders’ Protection Association fears TransAlta’s control will mean job cuts and big rises in power prices. EnergyDirect chairman Ron Arbuckle and Community Trust chairman John Burke agreed that job cuts were possible through contracting out maintenance work, but claimed “large” increases in power bills were unlikely. (Press, “New post likely to hasten power merger”, 11/11/95, p.27.)

TransAlta also has management control of the neighbouring Wellington city power company, Capital Power, through a 49% shareholding. The Wellington City Council owns the other 51%. A merger of the two companies appears inevitable. TransAlta’s control of both companies has been followed by discussions expected to lead to firm merger proposals. (Press, “Wgtn power merger closer”, 13/9/95, p.28; “New post likely to hasten power merger”, 11/11/95, p.27.)

TransAlta also is one third of a consortium (with Fletcher Challenge and Auckland power company, Mercury Energy) which took over the construction of the controversial Stratford power station when Todd Petroleum and U.K. company National Power were forced to withdraw (see commentary on July 1995 OIC decisions).

Changes in the Insurance industry

The insurance industry features in three approvals which appear to have received little press coverage:

Sun Alliance Insurance Ltd, a subsidiary of Sun Alliance Group Plc of the U.K. has approval to acquire Commercial Union General Assurance Company from its parent Commercial Union Pte of the U.K. Commercial Union has operations in Wellington and Auckland. The price has been suppressed.

Hunter Premium Funding Ltd, a subsidiary of MMI Ltd, a public company from Australia is setting up in Auckland for a sum that “exceeds $10,000,000”. “It has identified New Zealand as an opportunity for expanding its Australian operation of funding commercial insurance premiums… the target markets will be the insurance pool managed by local and international insurance brokers which currently generates very little funding. The applicants claim that their entry to the market will bring significant expertise to the New Zealand insurance industry.”

And the AMP Society of Australia is “rearranging the way it conducts its New Zealand business” by setting up AMP General Insurance Ltd for “in excess of $10,000,000“. “It is moving from a New Zealand subsidiary operation to a branch operation”.

Wattyl takes over Taubmans architectural and decorative paint business

In a decision initially almost completely suppressed but released on appeal in March 1996, Wattyl (NZ) Ltd, a subsidiary of Wattyl Ltd of Australia, has approval to “acquire the architectural and decorative paint business of the Taubmans ‘group’ in New Zealand” for $9,500,000. Taubmans is owned by Courtalds Plc of the U.K. “The acquisition will result in the rationalisation of the manufacture process of both the Taubmans and Wattyl brands. It is claimed that this will have the ability of containing costs and should result in increased competition on price amongst manufacturers and wholesalers”. Interesting grammar. Strange how reduced competition leads to increased competition in these companies’ minds.

Increase in Singapore Government share in BellSouth cellphone network

The Singapore Government has approval to increase its shareholding in the BellSouth cellular phone network from 20% to 35%. The price is suppressed. Singapore Technologies Pte Ltd (ultimately owned by the Singapore Government) currently has 20% share in BellSouth New Zealand Partnership, with the other 80% held by BellSouth Enterprises Incorporated of the U.S.A. The increased interest is through subsidiaries Singapore Technologies Cellular (NZ) Pte Ltd and/or ST Telecommunications Pte Ltd. “Singapore Technologies has interests in new technology ventures throughout the world and its interest in the BellSouth mobile telephone network is in keeping with its technology focus.” BellSouth is Telecom’s only current competitor in the cellphone market, claiming 90% coverage of the country but probably only 5% of the market. Its strategy is to pick the eyes out of the market: business and heavy users. It claims problems with local authorities in establishing its cellphone sites (for example local residents in Christchurch are currently fighting its sites on health grounds), but interestingly it has never applied to the OIC for purchase of such sites, though Telecom regularly does so. (Press, “Bell Sth nears 90% cover”, 19/6/95, p.32.) BellSouth is rumoured to be interested in buying part of Telecom’s main toll competitor, Clear Communications.

Unilever’s Abels division sold

Unilever Plc of the U.K. is selling its Abels division in Aotearoa to Aspak Foods Ltd, which is equally owned (33.3% each) by the New Zealand Dairy Board, “New Zealand based dairy companies”, and Goodman Fielder Ltd of Australia. As the OIC points out, “the acquisition will result in the Abels business reverting to majority New Zealand ownership”, though in fact Aspak is by law an overseas company, being more than 25% overseas owned. The price has been suppressed. Abels was owned by Unilever New Zealand Ltd, a subsidiary of the U.K. parent.

Auckland Airport Hotel sold to Hotel Grand Central of Singapore

Grand Central (NZ) Ltd, a subsidiary of Hotel Grand Central, a Singaporean public listed company, has approval to buy the Auckland Airport Hotel in Manukau City for $19,150,000. The hotel is owned by Auckland Airport Hotel Ltd. “Hotel Grand Central has experience and expertise in owning and operating hotels in New Zealand, Australia, Malaysia and Singapore … they propose to institute a refurbishment/improvement programme for the hotel.” In July 1995, they were part of a Singapore/Malaysia consortium which bought the James Cook Hotel and associated car park and commercial and retail properties in Wellington for $37,500,000. It has other properties in Auckland, Wellington and Christchurch (see the July decisions).

Janz gets approval to buy Meat Board’s shares in ANZCO

In a decision initially almost wholly suppressed and released only on appeal in March 1996, Janz Investments Ltd of Japan has approval to take over the 64.9% interest in ANZCO (Asian New Zealand Meat Company Ltd) owned by the New Zealand Meat Producers Board for a still suppressed amount. That amount was released in October 1996: it is $36,500,000. “The New Zealand Meat Producers Board has been seeking an opportunity for some time to divest itself of its commercial interest in ANZCO.” Janz is owned 53.25% by Itoham Foods, 17.75% by Nippon Suisan Kaisha of Japan, 17.75% by Romney No 19 of Aotearoa, and 11.25% by various employees of ANZCO. The other shares in ANZCO are owned 23.5% by Huttons Kiwi Ltd and 11.6% by ANZCO management.

Tiong family of Malaysia continues to expand interests in fish and forestry

The Tiong Family of Malaysia continues to extend its interests in Aotearoa. It is buying two further substantial areas of land for forestry development, and it is increasing its control of fish farming. The blocks of land, both being sold to Ernslaw One Ltd, a Tiong company, are:

  • 2,359 hectares at Lumsden, Southland, purchased for $1,750,000 from the MD Heenan Family Trust. “The acquisition is the ninth in a series of purchases in the Southland/Otago District by Ernslaw and represents a continuation of Ernslaw’s business strategy of establishing a substantial Douglas Fir resource in the area. Ernslaw aims to take advantage of the market opportunities created by Douglas Fir production falling in the Pacific Northwest by establishing a Douglas Fir Resource in New Zealand… Ernslaw claims that afforestation programmes are more labour intensive than farming generally and it is envisaged that one person per ninety hectares will be employed.”
  • 569 hectares at Birch Road North Weber near Dannevirke for $900,000. “Ernslaw aims to establish a Pinus Radiata forest in the Horowhenua/Manawatu and Southern Hawkes Bay/Dannevirke regions over the next five years… The new planted area in conjunction with Ernslaw’s existing forest interests in the region will provide Ernslaw with the resource base required to establish a major wood processing plant in a 15 to 20 year time frame.” The sale allows the vendors to move nearer to town, although they will lease back the property until forestry planting begins and they find another farm. There has been a series of purchases of farms in the area by Ernslaw, the last one being in August 1995.

The fish farming company is Regal Salmon Ltd. Before the latest approvals, it was owned 24.8% by Sheikh Suliman Olayan of Saudi Arabia and 11.29% by Oregon Forestry (NZ) Ltd, a Tiong family company. Regal owns fish farms on Stewart Island and in Marlborough. The first approval relates to an issue of a further 20,423,518 25 cent shares to Oregon for $5,105,880 which will give it 41.3% of Regal. In addition it acquired convertible notes issued in April 1995, which when converted (by March 1997) will give Oregon 47% of Regal. The second approval takes this even further: Sheikh Suliman Olayan “wishes to realise his investment” and is selling 7,107,892 shares (12.4%) to Oregon for $1,492,657, apparently giving the Tiongs an immediate 53.7% of Regal. “Apparently”, because news reports quote Regal’s (and Oregon’s) managing director Thomas Song as saying the purchase brought the Tiong’s shareholding to 35.55% of the ordinary shares, 71.35% of the partly-paid shares and all of the convertible notes. The Tiong’s 70% control of Aotearoa’s fish farming was described in our commentary on the August decisions. (Press, “Tiong nets Regal Salmon shares”, 4/10/95, p.29.)

Six more blocks of land bought for forestry by Carter Holt

Carter Holt Harvey Ltd, 51% owned by International Paper Products of the U.S.A. has approval to buy six blocks of land, totalling 3,050 hectares and $4,669,400, all “to enable it to establish new forest areas to provide the necessary renewable resource for its forestry related operations”:

  • 158 hectares at Taumaranui for “approximately” $205,400;
  • 779 hectares at Taumaranui for $840,000 (in this case 175 hectares closer to Taumaranui is being sold to the vendors by CHH);
  • 455 hectares at Owhango, King Country, for $550,000;
  • 537 hectares at Owhango, King Country, for “approximately” $850,000;
  • 1,031 hectares at Owhango, King Country, for $2,038,000;
  • 90 hectares in Hawkes Bay for $186,000;

More Telecom cellphone sites

And while on the corporates, cell phone sites are springing up all over, with Telecom Corporation of New Zealand Ltd subsidiary, Telecom Mobile Communications Ltd, buying up no less than seven small sites around the country this month. All had the price suppressed. They were:

  • two in Rotorua: one of 5,500 square metres in Rotorua North, the other of 3,000 square metres in Rotorua West (purchased from “proprietors of Ngatiwhakaue Tribal Lands”);
  • two in Canterbury: one of 1,600 square metres at Greta Valley; the other of 2,500 square metres at Mt Michael;
  • two of 400 square metres each at Hunterville, Wanganui and Taihape;
  • 900 square metres at Masterton, Wairarapa.

In August 1997 the prices for three were partially released on appeal, all still having a “premium” suppressed:

  • $15,000 plus premium was paid for the one at Mt Michael;
  • $15,000 plus premium for the one at Taihape; and
  • $12,000 plus premium for the one at Masterton.

In February 1998 the prices for two more were partially released on appeal, again both still having a “premium” suppressed:

  • $6,000 plus premium for the one at Rotorua West; and
  • $15,000 plus premium for the one at Hunterville.

And more blocks of land sold to Taiwanese investors

Deborah Miller of Brookfields, Auckland is organising the sale of further blocks of North Island land for forestry development under local managers. Again they are at Broadwood, Northland and Paparangi, Wanganui, but there are some interesting twists this month:

  • A block of 19 hectares at Broadwood, Far North District, Northland, already owned by two residents of Taiwan, is being resold to another Taiwan resident. The vendors, when they bought it in December 1993 (via Ms Miller, from Far North Afforestation (NZ) Ltd), proclaimed it as “a long term forestry investment.” They bought it for $65,550 and are now selling it for $80,000. The holding company for the land is Moonglow Properties Ltd.
  • Two blocks are being sold from Paparangi, Wanganui District to Taiwan residents. One is 23 hectares for $101,200 (via the Eternity Company Ltd); the other 25 hectares for $95,940 (via Green’s Trading Company Ltd).
  • In a considerable departure from the usual pattern, a large property of 2,162 hectares at Ruakaka Rd, Gisborne is being sold to five Taiwan residents, for $2,500,000. Again the forestry development proposed for the land will use a “New Zealand based manager”.

Other rural land sales

In other rural land:

  • A resident of the U.S.A. who “is investigating the possibilities of taking up New Zealand residency” has approval to buy four hectares of land at Mahinepua, Northland for $280,000 “to erect a personal residence for her own use on her regular visits to New Zealand”. It is being purchased via Bundaron Holdings Ltd.
  • A U.S.A. resident who “will be applying for New Zealand permanent residency” has approval to buy 11 hectares of land at Kaukapakapa, Auckland for $165,000. He proposes to erect a house on the property for his own use as a “lifestyle block”.
  • A resident of the U.S.A. who “is seeking New Zealand permanent residency” has approval to buy two hectares of land on Waiheke Island for $395,000. He “states that he intends to construct a house on the property which will be used as an exclusive tourist lodge. In addition, the applicant states that yachting charter services will be operated. The property has been on the market for approximately 3-4 years and is being sold as part of a subdivision of a larger property.” The purchase is through the company Island Holdings Ltd.
  • Two decisions approve land being used for ostrich farming. A. and E. Embrey and K. and J. Lester, all of Australia each own 50% of Kea-J Ostriches Ltd and 33.3% of Phoenix Ostrich Company Ltd. The remaining 33.3% of Phoenix is owned by two New Zealanders. Kea-J has approval to lease for up to nine years approximately 65 hectares of land on Puketutu Island, Manukau, Auckland. (It is noted that “Puketutu Island although so called is not an island as it is connected to the mainland in three different places.”) The rental is $60,000 per annum. Kea-J also has retrospective approval to carry on business in Aotearoa. Phoenix has retrospective approval to buy eight hectares of land at Waitoki, Auckland for $355,000. Ostrich farming, in which the Embreys and Lesters “have significant experience and expertise”, will be carried out on both blocks.
  • Juken Nissho Ltd has approval to buy “approximately” 1,220 hectares of land at Wuhaka, Gisborne for $675,000 as “a continuation of its strategic afforestation programme in the Gisborne region. Juken Nissho propose to establish a commercial forestry operation on the property which will provide an ongoing supply of logs to their existing mill as well as to their proposed new mill.”
  • Nelson Pine Industries Ltd, a subsidiary of Sumitomo Forestry Company Ltd of Japan, has approval to buy 580 hectares of land for forestry development in the Mangles Valley, Murchison, Nelson for $450,000. The reason given for the purchase is to give it some independence from its competitor, Fletcher Challenge:

“Nelson Pine owns and operates a substantial medium density fibreboard manufacturing plant in Nelson. The Commission is advised that although Nelson Pine owns areas of forest it is to a very large extent still dependent on annual purchases of chip wood from Tasman Forestry Ltd, a significant competitor of Nelson Pine… the establishment of the forestry operation will assist in Nelson Pine becoming more self sufficient in chip wood, thus ensuring the ongoing viability of the Nelson manufacturing operation.”

  • A U.K. resident who “has applied for” permanent residency has approval to buy Nockatunga Farm Ltd which owns a 68 hectare farm near Oamaru, Otago for $325,000. He wants his own farm in Aotearoa and “states that he has both business and practical skills that will enable him to introduce new and innovative ideas in livestock management particularly in prime lamb production in which he has specialised in the past.”
  • Fulton Hogan Ltd, which is 36.67% owned by Shell New Zealand Holdings Ltd of the U.K. has approval to buy eight hectares of land on the Balclutha/Lawrence main road, Otago for $80,000. Fulton Hogan already has a quarry on adjoining land which it wants to expand into this block.
  • South Wood Export Ltd is leasing 98 hectares of land in Southland for forestry. The price is in kind: “30% of the market value of the lumber harvested”. South Wood has until now mainly been seen as the manager of forestry developments for Southland Plantation Forest Company of New Zealand Ltd of Japan, but does own other forestry developments in its own right. It is owned 66.6% by MK Hunt Foundation Ltd of Aotearoa and 33.3% by C Itoh and Company of Japan. C Itoh is also a 49% owner of Southland Plantation Forest Company.

Internal restructurings

In internal restructuring,

  • Smithkline Beecham (NZ) Ltd, a subsidiary of Smithkline Beecham Plc of the U.K., is acquiring another Smithkline Beecham subsidiary, Sterling Winthrop (New Zealand) Ltd for US$11,900,000. Drug companies Smithkline Beckman and Beecham merged in 1989 forming Smithkline Beecham which is now the eighth largest drug company in the world by sales ($5.5 billion) (Time, “Remaking an industry”, 4/9/95, p.53).
  • ANZ Banking Group (New Zealand) Ltd is buying out subsidiary ANZ Holdings (New Zealand) 1990 Ltd for $53,680,132.
  • Toyota Finance New Zealand Ltd is raising $20,280,000 from its ultimate parent, Toyota Motor Corporation of Japan by the issue of 6,000,000 ordinary shares (at a premium of $2.38) to Toyota Motor Corporation. The money will be used to expand its business in Aotearoa. Previous to this, it was a subsidiary of Toyota Finance Australia Ltd, another Toyota Motor Corporation subsidiary.
  • Interests associated with the Pacific Group of property investors are restructuring one of their holdings. NZL Investments (Wyndham) Ltd which is owned by the New Zealand Land Trust is being sold to beneficiaries of the Trust. Those beneficiaries are Stanley Tan Poh Leng (otherwise known as Stanley Tan), Trustees in the Dynasty Trust, Pang Yoke Min, David Tan, and Johnny O Sy all of Singapore, and their associate, George Horsburgh of Aotearoa. The Dynasty trust is presumably associated with the Singaporean hotel operator, Dynasty Hotels International, which is controlled by the Tang family. The Wyndham company was one acquired by the Pacific Group when New Zealand Land Ltd merged with Kiwi Investment Property Trust in 1994. It owns properties KIPT didn’t want in the merged company. NZLL was owned by the Pacific Group, which is ultimately owned by Stanley and Freddie Tan and George Horsburgh.
  • Revlon International Corporation of the U.S.A. is acquiring all the issued capital in Revlon New Zealand Ltd at a cost of $0.
  • EDS (New Zealand) Ltd, a subsidiary of Electronic Data Systems Corporation of the U.S.A., is acquiring EDS subsidiary, GCS Ltd for $39,690,000. GCS is the former SOE, Government Computing Services. See November 1994 for the original takeover which cost EDS $47 million. EDS also owns Databank, and is a General Motors subsidiary.
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