Overseas investment decision for case 200610073 - Transpacific Industries Group Limited

3,734.3224 hectares of freehold comprising:

1. 223.0691 hectares situated at Horseshoe Bush Road, Dairy Flat, 25 Inlet Road, Papakura, 5-9 Miami Parade, Pikes Point, Onehunga, and 81 Captain Springs Road, Onehunga, Auckland being CTs 218905, NA66D/368, NA78B/981, NA92D/348, 218904, NA92D/349, NA92D/350, NA92D/351, NA92D/352, NA95C/652, NA99C/838, NA73D/665, 227312, NA115B/659, NA16C/325, NA129C/906, and NA129C/907 (North Auckland Registry);
2. 0.8477 hectares situated at 35 Ferguson Place, Rotorua being CTs SA15C/1144 and SA15C/1145 (South Auckland Registry);
3. 123.2446 hectares situated at 818 Wanganui Road, Marton being CTs WN221/42 and 87922 (Wellington Registry);
4. 0.4055 hectares situated at 97-99 Port Road, Lower Hutt, Wellington being CT WNF4/947 (Wellington Registry);
5. 3,330.2252 hectares situated at 554 Mt Cass Road and Washcreek Road RD3, Amberley being various CTs (Canterbury Registry); and
6. 56.5303 hectares situated at Horseshoe Bush Road, Dairy Flat being CTs NA85D/693, NA129D/137, NA50D/800, NA50D/799, NA76C/380, NA76C/379, NA76C/381, NA59A/477 (North Auckland Registry) (the put option properties).

5.015 hectares of leasehold comprising:

1. 2.248 hectares situated at Horseshoe Bush Road, Dairy Flat, Auckland being CT NA 118B/596 (North Auckland Registry);
2. 1.539 hectares situated at 2 Daphne Street, Te Awamutu being CT SA65C/875 (South Auckland Registry); and
3. 1.228 hectares situated at 21 Birmingham Road, Paraparaumu being CT 63456 (Wellington Registry).

To acquire:

1. property being rights and obligations of Waste Management N.Z. Limited; and
2. an interest in land which, either alone or together with any associated land of that type, exceeds 0.4 ha and is or includes land that a district plan or proposed district plan under the Resource Management Act 1991 provides is to be used as a reserve, as a public park, for recreation purposes, or as open space; and
3. an interest in land which, either alone or together with any associated land of that type, exceeds 0.4 hectares and is or includes land held for conservation purposes under the Conservation Act 1987; and
4. an interest in land which, either alone or together with any associated land of that type, is or includes non-urban land and exceeds 5 hectares in area; and
5. an interest in land which, either alone or together with any associated land, exceeds 0.4 hectares and adjoins any scientific, scenic, historic, or nature reserve under the Reserves Act 1977 that is administered by the Department of Conservation and that exceeds 0.4 hectares in area; and
6. an interest in land which, either alone or together with any associated land, exceeds 0.4 hectares and adjoins land that exceeds 0.4 hectares that is an esplanade reserve, esplanade strip, recreation reserve, a road or a Maori reservation, that adjoins the sea or a lake.

The application has been approved as it met the criteria.

The Overseas Investment Office is satisfied that the individuals with control of the Applicant collectively have business experience and acumen relevant to the overseas investment, and that the Applicant has demonstrated financial commitment towards the overseas investment. The Overseas Investment Office is further satisfied that each individual that exercises control over the Applicant is of good character and is not an individual of the kind referred to in section 7(1) of the Immigration Act 1987.

Transpacific Industries Group Limited (TPI) proposes to amalgamate with Waste Management N.Z. Limited (Waste Management) under the process contained in Part XIII of the Companies Act 1993. Upon the amalgamation becoming effective, Transpacific Industries Group (NZ) Limited (a wholly owned subsidiary of TPI) will succeed to all the rights and obligations of Waste Management by operation of law and Waste Management then will cease to exist, with its shares being cancelled. On 17 May 2005, TPI's proposal was approved by 97.3 percent of the votes cast (in person or by proxy) by Waste Management's shareholders at Waste Management's annual meeting. Waste Management's shareholders will receive a payment for their shares from TPI.

TPI, is listed on the Australian Stock Exchange, and has business operations in Australia and New Zealand. TPI operates three principal divisions: waste management and recycling services, industrial solutions, and commercial vehicles. Waste Management's business activities include waste collection, recycling, landfill and refuse transfer station design and operation and gas extraction and gas to energy generation systems. The proposed transaction is likely to further complement and expand TPI's operations in New Zealand.

The proposal is likely to result in the following benefits:

1. synergies and increased efficiencies to the amalgamated business in New Zealand; and
2. enhanced domestic services in New Zealand.