Overseas investment decision for case 201020051 - Brookfield Infrastructure Partners L.P. and BIP Bermuda Holdings IV Limited

An overseas investment in sensitive land, being the Applicant's acquisition of rights or interests in a further 60.09% of the Stapled Securities of Prime Infrastructure Group which owns or controls:

• a freehold interest in 50.1500 hectares of land at 155 - 157 Kaimarama Rd, Whitianga; and
• a freehold interest in 0.9233 hectares of land at 40 Alach St, Gate Pa; and
• a freehold interest in 0.2022 hectares of land at 11 Main Rd, Tairua; and
• a freehold interest in 13.4261 hectares of land at 661 Kopu-Hikuai Rd, SH 25a, Kopu.

An overseas investment in significant business assets, being the Applicant's acquisition of rights or interests in a further 60.09% of the Stapled Securities of Prime Infrastructure Group, the value of the assets of Prime Infrastructure Group and its 25% or more subsidiaries being greater than $100m.

The Applicants are part of the Brookfield Group (Brookfield), an investor in long life, high quality infrastructure assets.

Brookfield acquired 39.91% of the stapled securities on issue by the Prime Infrastructure Group (Prime) in November 2009. Brookfield now intends to increase its holding to up to 100% of the Prime stapled securities. The acquisition will be pursuant to a scheme of arrangement or, in the event that the scheme does not proceed, a takeover offer.

Prime's key New Zealand asset is Powerco Limited (Powerco), in which it presently has a 42% stake. Powerco operates electricity and gas distribution businesses throughout the North Island.

The overseas investment transaction has satisfied the criteria in sections 16 and 18 of the Overseas Investment Act 2005. The 'substantial and identifiable benefit to New Zealand' criteria were satisfied by particular reference to the following factors:

Overseas Investment Regulations 2005
28(b) – Key person in a key industry
28(c) – Affect image, trade or international relations