Overseas investment decision for case 201110005 - Agria (Singapore) Pte Limited/New Hope Group

An overseas investment in sensitive land, being Agria (Singapore) Pte Limited’s acquisition of rights or interests in a further 41.0% of the total issued ordinary shares of PGG Wrightson Limited which owns or controls:

• a freehold interest in 4.5004 hectares of land at Cotter Street, Te Kuiti; and
• a freehold interest in 9.5250 hectares of land at 57 George Street, Tuakau; and
• a freehold interest in 11.8083 hectares of land at 41-77 Centennial Park Rd, Wellsford; and
• a leasehold interest in 18.0742 hectares of land at Saleyard Rd, Bell Rd and Church Rd, Matawhero, Gisborne; and
• a freehold interest in 19.0508 hectares of land at Tinwald, Ashburton; and
• a freehold interest in 1.3885 hectares of land at Briscoe Street, Awakino; and
• a leasehold interest in 7.6407 hectares of land at Lee Road, Hamilton; and
• a freehold interest in 7.7749 hectares of land at Norfolk Rd, Masterton; and
• a freehold interest in 5.9297 hectares of land at 16 Takapau Road, Waipukurau; and
• a freehold interest in 9.8440 hectares of land at Kiwi Road, Wairoa; and
• a freehold interest in 11.5527 hectares of land at Young Road, Rangiuru; and
• a leasehold interest in 53.1239 hectares of land at Tancreds Road, Lincoln; and
• a freehold interest in 47.2701 hectares of land at Tancreds Road, Lincoln; and
• a freehold interest in 7.3172 hectares of land at Mangakakahia Road, Kaikohe; and
• a freehold interest in 4.2871 hectares of land at 500 Maraekakano/Southhampton Street, Hastings; and
• a freehold interest in 10.0112 hectares of land at 784 North Road, Lorneville, Invercargill; and
• a freehold interest in 1.4441 hectares of land at State Highway 25, Coroglen; and
• a freehold interest in 7.4954 hectares of land at Esk Road, Stratford; and
• a freehold interest in 1.3952 hectares of land at 22 Dobson Street, Ashburton; and
• a leasehold interest in 0.6062 hectares of land at Evans Street, Timaru; and
• a freehold interest in 18.5928 hectares of land at Owaka Hwy (Finnegand); and
• a leasehold interest in 7.0733 hectares of land at Temuka Road, Temuka; and
• a freehold interest in 0.9156 hectares of land at Tuhua Road, Ongarue; and
• a freehold interest in 2.0323 hectares of land at Curletts and Wigram Roads, Christchurch; and
• a leasehold interest in 8.6163 hectares of land at Wackrow Street, Taumaranui; and
• a freehold interest in 0.9703 hectares of land at 292 Mersey Street, Invercargill.

An overseas investment in significant business assets, being Agria (Singapore) Pte Limited’s acquisition of rights or interests in a further 41.0% of the total issued ordinary shares of PGG Wrightson Limited, the consideration of which exceeds $100m.

Estimated at $140,964,000 to acquire a further 31% of the total issued ordinary shares.
To be advised for up to a further 10% of the total issued ordinary shares.

Agria Singapore Pte Limited (Agria Singapore) sought consent to acquire, partly by way of a partial takeover offer, up to 41.0% of the total issued shares in PGG Wrightson Limited (PGGW). Agria Singapore currently holds 19.01 percent of the issued ordinary shares of PGGW. Agria Singapore has made a partial takeover offer to acquire up to 50.1% of the issued ordinary shares of PGGW (i.e. for 31% of the total issued ordinary shares of PGGW), but also sought consent to acquire up to an additional 10% shareholding, subject to NZX and Takeovers Code rules, to accommodate potential future changes to the capital structure of PGGW.

PGGW is a limited liability company incorporated in New Zealand and is listed on the NZX. PGGW employs approximately 2,800 staff and operates a full spectrum of agricultural services. Agria Singapore’s support of PGGW will allow PGGW to continue to focus on and enhance its services for the New Zealand agricultural industry, and in particular New Zealand's rural regions. PGGW’s position with the key growing Chinese market will also be enhanced with this more significant investment by Agria Singapore. New Hope Group Co. Limited (or a wholly owned subsidiary), a large Chinese agribusiness corporation, will be taking directly or indirectly approximately a 12.12% stake in Agria Singapore.

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 Act 2005
17(2)(a)(ii) – New technology or business skills
17(2)(a)(iii) – Increased export receipts

Overseas Investment Regulations 2005
28(b) – Key person in a key industry
28(e) – Previous investments