Overseas investment decision for case 200720026 - Transpacific Industries Group Limited

3,409.4287 hectares of freehold comprising:

1. 79.2035 hectares situated at 125 and 127 Old Brighton Road, Dunedin being CTs OT352/110, OT8D/1045 and OT13B/390 Otago Registry); and
2. 3,330.2252 hectares situated at Mt Cass Road, Waipara, North Canterbury being CTs CB35D/977, 170858, CB21B/1133, CB739/89 and CB3A/26 (Canterbury Registry).

To acquire:

1. 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
2. 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
3. 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
4. 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
5. 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 a road, that adjoins the sea or a lake; and
6. an interest in land which, either alone or together with any associated land, exceeds 0.4 hectares and adjoins land that is listed, or in a class listed, as a reserve, a public park, or other sensitive area by the regulator under section 37; and
7. the remaining 50 percent of the securities of Canterbury Waste Services Limited.

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.

Background:
Transpacific Industries Group Limited (TPI) has entered into a series of seven separate transaction agreements with Barra Bidco Limited (Barra) (a wholly owned subsidiary of Ironbridge Capital Pty Limited) to acquire of all of the South Island assets of EnviroWaste Services Limited (EnviroWaste) and up to 50% of the shares in Manawatu Waste Limited (the assets), from Barra. Barra was the successful bidder in a sales process conducted by Fulton Hogan Limited in respect of all of the share capital in EnviroWaste. On 14 December 2006, TPI filed an application with the Commerce Commission seeking clearance for the acquisition of all of the assets. On 29 June 2007, the Commerce Commission published its decision declining to grant clearance for the acquisition of all of the assets covered by the clearance application. However, the Commerce Commission did not consider the acquisition by TPI of two of EnviroWaste's businesses (the Dunedin landfill and transfer station business and EnviroWaste's 50% shareholding in Canterbury Waste Services Limited (CWS)) would have, or would be likely to have, the effect of substantially lessening competition in a market.

Outline of the proposed investment:
TPI seeks consent to acquire the Dunedin Landfill and transfer station business and EnviroWaste's shareholding in CWS. TPI already owns 50% of CWS. CWS has a 50% interest in Transwaste Canterbury Limited (six local authorities in the Canterbury region own the remaining 50%). The Kate Valley Landfill is owned by Tiromoana Station Limited, which is 100% owned by Transwaste Canterbury Limited.

Rationale for the proposed investment:
TPI, which is listed on the Australian Stock Exchange, has business operations in Australia and New Zealand. TPI's business divisions include Liquid and Hazardous Waste, Solid Waste, Energy, Industrial Solutions and Commercial Vehicles. The Solid Waste activities include solid waste collection, recycling, landfill and refuse transfer station design, and operation and gas extraction, and gas to energy generation systems. The proposed acquisition of the Dunedin landfill and transfer station business and EnviroWaste's shareholding in CWS are 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 TPI's business in New Zealand; and
2. enhanced domestic services in New Zealand.