| Decision number | 200520093 |
|---|---|
| Application number | 200520110 |
| Date | 1 December 2005 |
| Offeror/applicant | Qualcare Holdings Limited |
| Ultimate applicant beneficial ownership | 34 percent - Australia, Australian Public 30 percent - New Zealand, Hermitage Holdings Limited as trustee for the Hermitage Trust 11.44 percent - Singapore, Singapore Public 10 percent - New Zealand, McIntosh (Kerry Grant) and Tinkler (Michael) as trustees of the Icarus Trust 5.46 percent - United States of America, United States Public 4.16 percent - Netherlands, Dutch Public 2.86 percent - United Kingdom, United Kingdom Public 2.08 percent - Switzerland, Swiss Public |
| Beneficial overseas ownership | |
| - Asset current | N/A |
| - Asset proposed | N/A |
| - Share current | 0 percent |
| - Share proposed | 60 percent |
| Offeree(s)/seller(s) | Existing shareholders in Elrond Group Holdings Limited 70 percent - New Zealand, Tomlinson (Greg) and Paull (Graham) as trustees of the Brandywine Trust 30 percent - New Zealand, St Laurence Property & Finance Limited |
| Business activities | Health & Community Services - Community Services |
| Details of land involved | None |
| Regions involved | Various |
| Total consideration | $78,800,000 |
| Consent Sought | To acquire up to 100 percent of the securities of the board of directors of Elrond Group Holdings Limited. |
| Rationale | 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. The proposed investment is part of a management buy-in and buy-out of Elrond Group Holdings Limited (Elrond) and the aged care facilities and retirement villages operated by the Qualcare Vendors. The Applicant proposes to acquire 100 percent of the shares in Elrond and the business operations and assets of the entities known as the Qualcare Vendors. The proposal will result in the acquisition of 16 aged care facilities (including private hospitals) and retirement villages owned by Elrond and the Qualcare Vendors, and situated in Auckland, Tauranga, Hamilton, Wellington, Picton, Nelson, Blenheim, Rangiora, Christchurch, and Ashburton. The Applicant and Ironbridge Capital (Ironbridge) can provide the financial resources and business acumen necessary to develop the business to its full capacity. The investment will also facilitate the streamlining of the business of Elrond and the Qualcare Vendors into one group. The investment will enable the current New Zealand majority vendor to continue managing and operating the businesses and retain an ownership interest in the Applicant. |
| Contact | John Strowger/Sarah Mitchell Chapman Tripp P O Box 2206 AUCKLAND |