Applicant
HICL Infrastructure PLC and Northleaf Essential Infrastructure Fund Master Partnership
Case number(s)
202200285
Decision date
Type
Decision
Decision

Consent granted
Section 13(1)(a) Overseas Investment Act 2005
Decision maker Toitū Te Whenua Land Information New Zealand
Decision date 28 September 2022
Pathway(s)

Significant business assets only
National Interest assessment
Investment

Up to 100% of the shares in Aotearoa Towers Limited
Consideration $1,700,000,000
Applicants

HICL Infrastructure PLC
United Kingdom (89.92%), Ireland (1.92%), Switzerland (1.56%), USA (1.51%), Various (5.09%)

Northleaf Essential Infrastructure Fund Master Partnership 
Canada (100%)
Vendor

Vodafone New Zealand Limited 
New Zealand (39.27%), United States of America (16.47%), Canada (8.25%), China (5%), Various (31.01%) 
Background

The Applicants are seeking consent to acquire up to 100% of the shares in Aotearoa Towers Limited ("TowerCo"). 

The Applicants comprise a UK-Canadian investment consortium. HICL Infrastructure PLC is an investment company that targets investment in core infrastructure. Northleaf Essential Infrastructure Fund Master Partnership is an infrastructure investment fund targeting mid-market infrastructure in OECD countries. 

TowerCo is a wholly owned subsidiary of Vodafone New Zealand Limited (“Vodafone”). Vodafone will transfer its passive mobile infrastructure to TowerCo, which will then own and operate Vodafone’s telecommunications tower portfolio and associate assets. The passive mobile infrastructure is the towers, rather than the telecommunications equipment located on the towers. By agreement, Vodafone will continue to have access to these towers for the purpose of operating its mobile network. 

Infratil Limited, one of the current parent owners of Vodafone (holding a 49.95% interest), intends to reinvest by taking a 20% interest in TowerCo, which will dilute the Applicants’ indirect investment in TowerCo proportionately to 40% each. 

Independent operation of passive mobile infrastructure is a new concept in New Zealand, but a common model in overseas telecommunications. This model can allow for economic efficiencies and increased competition in the telecommunications industry.   

As some of Vodafone’s passive mobile infrastructure is located on residential land (being used for a non-residential purpose), Vodafone has obtained a discretionary exemption from the requirement for consent for an overseas investment in residential (but not otherwise sensitive) land. 

The Applicants have satisfied the OIO that the investor test has been met. 

The Minister of Finance has decided that the investment is not contrary to New Zealand national interests.
More information

Tessa Baker
Chapman Tripp (Auckland) 
PO Box 2206 
Auckland 1140