Decision | Consent granted Section 12(b) Overseas Investment Act 2005 Section 13(1)(a) Overseas Investment Act 2005 |
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Decision date | 30 January 2014 |
Investment | Consent has been granted to SFL Holdings Limited to acquire up to 100% of the shares in Synlait Farms Limited, which will result in: (a) an overseas investment in sensitive land, as Synlait Farms Limited owns or controls: (i) “B24 Dairies” and “Treevale Farm”: 438.2239 ha freehold; (b) an overseas investment in significant business assets, as the value of the assets of Synlait Farms Limited and its 25% or more subsidiaries is more than $100m. |
Consideration | $85,686,029 (subject to adjustment as a result of the takeover offer being extended) |
Applicant | SFL Holdings Limited Zhaobai Jiang, China, People's Republic of (73.1754%) Juliet Ann Maclean, New Zealand (16.0854%) John William Penno, New Zealand (10.0001%) Lei Jiang, China, People's Republic of (0.7391%) |
Vendor | Existing shareholders in Synlait Farms Limited New Zealand Public (47.4305%) Juliet Ann Maclean, New Zealand (17.4026%) Ben Dingle, New Zealand (17.3784%) John William Penno, New Zealand (15.2497%) Therese Roche, Ireland (2.5388%) |
Background | The Applicant is seeking consent to acquire both sensitive land and significant business assets under the Act. The Applicant has made a takeover offer under the Takeovers Code for all of the shares in Synlait Farms Limited. The largest shareholders of Synlait Farms Limited are its three founders: Juliet Maclean (17.4%), Ben Dingle (17.38%) and John Penno (15.25%). Synlait Farms Limited owns 13 dairy farms, comprising approximately 4,559 ha in total (4,471 ha freehold, 88 ha leasehold). The dairy farms are all located in Canterbury, near Dunsandel, Hororata and south of Ashburton. The Applicant will finance the acquisition by way of cash contributions from the Applicant’s shareholders. The overseas investment transaction has satisfied the criteria in sections 16 and 18 of the Overseas Investment Act 2005. The s16(1)(e)(ii) 'benefit to New Zealand' criterion was satisfied by reference to the following factors: Overseas Investment Act 2005 Overseas Investment Regulations 2005 Ministers considered that the benefit under s16(1)(e)(ii) is likely to be substantial and identifiable under s16(1)(e)(iii) having regard to the relevant factors listed above collectively, and having particular regard for the following factors:
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More information | Bill A Sandston Chapman Tripp PO Box 2206 AUCKLAND 1140 |