| Decision |
Consent granted |
|---|---|
| Decision maker | Toitū Te Whenua Land Information New Zealand |
| Decision date | 28 September 2022 |
| Pathway(s) |
Significant business assets only |
| Investment |
100% of the shares in Spark TowerCo Limited (that will be acquired by SamCo Holdings Limited from Qrious Limited) 30% of the shares in FrodoCo Holdings Limited (that will be acquired by Spark New Zealand Trading Limited from 1000243587 Ontario Limited) |
| Consideration | $1,150,000,000 |
| Applicants |
SamCo Holdings Limited Spark New Zealand Trading Limited |
| Vendors |
Qrious Limited 000243587 Ontario Limited |
| Background |
SamCo Holdings Limited (“SamCo") is seeking consent to acquire 100% of the shares in Spark TowerCo Limited (“TowerCo”) from Qrious Limited (“Qrious”). Qrious is wholly owned by Spark New Zealand Trading Limited (“Spark”). SamCo is a special purpose vehicle of the Ontario Teachers’ Pension Plan Board ("OTPP"). OTPP invests assets on behalf of approximately 330,000 retired and working teachers in Ontario. OTPP has incorporated SamCo to acquire the shares in TowerCo from Qrious Limited. SamCo is wholly owned by FrodoCo Holdings Limited (“FrodoCo”), which was formed by OTPP as an intermediate holding company. FrodoCo is wholly owned by 1000243587 Ontario Limited (“OntarioCo”). The transaction represents the sale by Spark, a large New Zealand telecommunications company, of its passive mobile network infrastructure (including approximately 1,263 telecommunications towers and rooftop sites) to independent overseas ownership. The passive mobile network infrastructure is the towers rather than the telecommunications equipment located on the towers. By agreement, Spark will continue to have access to these towers for the purpose of operating its mobile network. Spark is also seeking consent to acquire 30% of the shares in FrodoCo from OntarioCo upon completion of the transaction, resulting in Spark holding a 30% interest in Samco (with OTPP holding the remaining 70% interest in SamCo). The transaction is a strategic move by Spark to free up capital for investment in its active mobile network infrastructure. Independent operation of passive mobile infrastructure is a new concept in New Zealand, but is a common model in overseas telecommunications industries. This model can allow for economic efficiencies and increased competition in the telecommunications industry. As some of Qrious’ passive mobile infrastructure is located on residential land (being used for a non-residential purpose), Qrious 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 |
Roger Wallis |