Overseas investment decision for case 201210076, 201220003 - Metlifecare Limited

201210076:
An overseas investment in sensitive land, being the Applicant's acquisition of rights or interests in up to 100% of the shares of Vision Senior Living Limited (“VSL”) which owns or controls:

• a freehold interest in 4.3708 ha of land at 35 Cobham Road, Kerikeri; and
• a freehold interest in 2.2457 ha of land at 30 Matarangi Road, Auckland; and
• a freehold interest in 5.5766 ha of land at Minogue Drive, Te Rapa, Hamilton.

An overseas investment in significant business assets, being the Applicant's acquisition of rights or interests in up to 100% of the shares of VSL, the value of the assets of VSL and its 25% or more subsidiaries being greater than $100m.

201220003:
An overseas investment in sensitive land, being the Applicant's acquisition of rights or interests in up to 100% of the shares of Private Life Care Holdings Limited (“PLC”) which owns or controls:

• a freehold interest in 4.7350 ha of land at 1-5 Longford Park Drive, Papakura; and
• a freehold interest in 5.3140 ha of land at 461-469 Hillsborough Road, Hillsborough, Auckland.

An overseas investment in significant business assets, being the Applicant's acquisition of rights or interests in up to 100% of the shares of PLC, the value of the assets of PLC and its 25% or more subsidiaries being greater than $100m.

201210076: $346,000,000

201220003: $317,000,000

201210076:
Existing shareholders of Vision Senior Living Limited
New Zealand Public (79.3929%)
Australian Public (13.3136%)
Various overseas persons (7.2935%)

201220003:
Retirement Village Investments Limited
Retirement Villages Group, Australia (100.0%)

Metlifecare Limited (“Metlifecare”) is acquiring 100% of the shares of VSL and PLC in exchange for shares in Metlifecare. This merger transaction is expected to provide the merged entity with increased scale, geographical diversification, stronger cash flow, greater stability and a significant development and growth prospects.

The overseas investment transactions have satisfied the criteria in sections 16 and 18 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
17(2)(a)(iv) – Greater efficiency

Overseas Investment Regulations 2005
28(e) – Previous investments
28(j) – Mitigating factor