Overseas investment decision for case 200820001 - ING (NZ) Limited

An overseas investment in sensitive land, being the Applicant's acquisition of rights or interests in 50.0% of the shareholding of ING Property Trust Management Limited which owns or controls:

• a freehold interest in 80.5740 hectares of land at 246-254 Richardsons Line, 7-31 El Prado Dr, 239-275 Railway Rd, Palmerston North; and
• a freehold interest in 2.7394 hectares of land at Semple St, Elsdon, Titathi Bay; and
• a freehold interest in 1.1092 hectares of land at 7-11 Maui St, Pukete Industrial; and
• a freehold interest in 1.1253 hectares of land at 2-20 Semple St, Elsdon; and
• a freehold interest in 0.2273 hectares of land at 1 Elizabeth St, Tauranga; and
• a freehold interest in 0.7404 hectares of land at 24 Catherine St, Henderson; and
• a freehold interest in 4.2504 hectares of land at 25A Edsel St, 13-21 Montel Ave, Henderson; and
• a freehold interest in 5.1546 hectares of land at 140 Don Mckinnon Dr, Albany; and
• a freehold interest in 0.4482 hectares of land at 15 Maui St, Pukete Industrial; and
• a freehold interest in 1.0490 hectares of land at 792 Great South Rd, Papatoetoe; and
• a freehold interest in 1.0043 hectares of land at 94 Cryers Rd, East Tamaki; and
• a freehold interest in 1.1865 hectares of land at 50-52 Carrington Rd, Point Chevalier-Mt Albert; and
• a freehold interest in 0.9988 hectares of land at 119 Apollo Dr, Mairangi Bay; and
• a freehold interest in 10.9604 hectares of land at Kioreroa Rd, Toetoe Rd, Toetoe - Whangarei; and
• a freehold interest in 0.8658 hectares of land at Great South Rd, Greenlane.

The Applicant acquired 50% of ING Property Trust Management Limited's (Trust Manager) securities in 2003 after entering a joint venture relationship with Symphony Investments Limited (since renamed following restructuring to Symphony Investments (2007) Limited (Vendor). The Applicant obtained the Overseas Investment Office's (OIO) consent to that transaction.

The Trust Manager is the joint venture vehicle through which the Applicant and the Vendor manage ING Property Trust's assets.

The application is only an overseas investment because of the Applicant's control interest in the Trust Manager. Although the Trust Manager's control of the Trusts' assets will increase as a result of the proposed investment, no change in the Property Trust's beneficial ownership interest will occur. The consideration for the acquisition will be determined through a valuation process contained in the Agreement.

The proposed investment is consistent with the Applicant's investment strategy and profile. By acquiring the Vendor's current 50% shareholding in the Trust Manager the Applicant will have greater freedom to implement its management policies and pursue its development strategies.

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

Overseas Investment Act 2005
17(2)(d) – Historic Heritage

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

Brynn Gilbertson
Bell Gully (Auckland)
PO Box 4199
AUCKLAND 1140

Andrew Buchanan
Bell Gully (Auckland)
PO Box 4199
AUCKLAND 1140