Overseas investment decision for case 200920085 - Her Majesty's Treasury of the UK Government

An overseas investment in sensitive land, being the Applicant's acquisition of rights or interests in up to 75.0% of the ordinary share capital; 100 percent of non-voting B shares and the Dividend Access Share of The Royal Bank of Scotland Group plc which owns or controls:

• a freehold interest in 0.7193 hectares of land at Porchester Road and Marengo Road Takanini; and
• a leasehold interest in 18.8234 hectares of land at Hamilton International Airport, Airport Rd (SH 21) Hamilton; and
• a freehold interest in 50.5991 hectares of land at Hamilton International Airport, Airport Rd (SH 21) Hamilton; and
• a freehold interest in 102.7493 hectares of land at 105, Middle Rd, Rukuhia, 188 Narrows Rd, Rukuhia,; and
• a freehold interest in 10.2900 hectares of land at 233A-233B, 225, 231 Porchester Rd, Takanini; and
• a freehold interest in 3.3300 hectares of land at Arion Road and Phar Lap Crescent, and Windfola Parkway and/or Porchester Road, Takanini.

An overseas investment in significant business assets, being the Applicant's acquisition of rights or interests in up to 75.0% of the ordinary share capital; 100 percent of non-voting B shares and the Dividend Access Share of The Royal Bank of Scotland Group plc, the consideration of which exceeds $100m.

Consent was granted on 9 April 2009 (Case 200910058) for the Applicant to acquire up to 84.54% of the ordinary share capital and 100% of the non-voting B shares in The Royal Bank of Scotland Group plc. The issue of the non voting B shares has not occurred. The B shares were to be issued in connection with The Royal Bank of Scotland Group plc’s intended participation in the Government of the United Kingdom’s Asset Protection Scheme (APS) under which the Applicant will provide participating institutions with protection against credit losses incurred on one or more portfolios of defined assets.

The Applicant advises that the key terms for The Royal Bank of Scotland Group plc’s participation in the APS have been revised, necessitating a new application for consent.

The Applicant is engaging in the investment as part of its role to implement the UK Government’s financial and economic policy. The B Share issuance is anticipated in connection with The Royal Bank of Scotland Group plc’s entry into the APS.

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(a) – Consequential Benefits
28(b) – Key person in a key industry
28(c) – Affect image, trade or international relations