Overseas investment decision for case 200810019 - Goldman Sachs JBWere Trans Tasman Private Equity Fund 07

16.1846 hectares of freehold comprising:

1. 2.609 hectares situated at 15 Sel Peacock Drive, Henderson, Auckland being CTs NA53B/1428, NA53B/1429, NA53B/1430 and NA89B/281 (North Auckland Registry);
2. 5.2306 hectares situated at Ken Browne Drive, Forest Lake, Hamilton being CT 120338 (South Auckland Registry); and
3. 8.345 hectares situated at Parton Road, Papamoa, Tauranga being CT SA46D/573 (South Auckland Registry).

5.7146 hectares of leasehold comprising:

1. 1.3438 hectares situated at 8 Carlaw Park Avenue, Parnell, Auckland being CT 285142 (North Auckland Registry); and
2. 4.3708 hectares situated at Oakridge Drive, Kerikeri, Northland being CT 147910 (North Auckland Registry).

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 to the Investment:
Goldman Sachs JBWere (NZ) Private Equity Limited (JBWere NZ) on behalf of private equity funds Hauraki Private Equity No.2 Fund Limited and Special Managed Investment Company No.90 Limited received consent on 12 June 2006 to acquire 28.5 percent of Vision Senior Living Limited (VSL).

VSL owns and operates retirement villages situated at Henderson and Botany Downs, Auckland, Forest Lake, Hamilton, Papamoa, Tauranga, and Kerikeri. That investment provided funding to VSL for the continued development and acquisition of retirement villages.

Outline of the Investment:
JB Were NZ and Goldman Sachs JBWere PIA (Management) Pty Limited (together GSJBW Private Equity) as manager and delegated manager on behalf of Goldman Sachs JBWere Trans Tasman Private Equity Fund 07 (Trans Tasman) propose to acquire 35.53 percent of the shares in VSL through the acquisition of existing shares and subscribing for new shares in VSL.

As a result of the proposed acquisition, GSJBW Private Equity will directly or indirectly, through its associates, control a 55.22 percent shareholding in VSL.

Rationale for the Investment:
The proposed acquisition of the shares in VSL will provide continued funding to VSL for the continued development and acquisition of retirement villages. VSL is currently undertaking or proposing to undertake developments at Carlaw Park, Auckland, Oakridge Drive, Kerikeri and Peer Street, Christchurch.

The application has satisfied the criteria in section 16 of the Overseas Investment Act 2005. The 'benefit to New Zealand' criterion was satisfied, by particular reference to the following factors:

Overseas Investment Act 2005:
s17(2)(a)(i) - Creation/retention of jobs;
s17(2)(a)(iv) - Added market competition, greater efficiency or productivity, or enhanced domestic services;
s17(2)(a)(v) - Additional investment for development purposes;

Overseas Investment Regulations 2005
r28(e) - Previous investments.