Overseas investment decision for case 201220033 - Woolworths Limited, Shopping Centres Australasia Property Group Retail Trust and Shopping Centres Australasia Property RE Limited

An overseas investment in sensitive land, being Shopping Centres Australasia Property Group Retail Trust and Shopping Centres Australasia Property RE Limited’s (“the Unit Trusts”) acquisition of:

• a freehold interest in approximately 0.9997 hectares of land at Fernlea Ave and Roberts Line, Kelvin Grove; and
• a freehold interest in approximately 1.1907 hectares of land at Kerikeri Road, Kerikeri; and
• a freehold interest in approximately 1.0298 hectares of land at Andersons Bay Road, Dunedin.

An overseas investment in sensitive land, being Woolworths Limited’s (“Woolworths”) acquisition of:

• a leasehold interest in approximately 0.9997 hectares of land at Fernlea Ave and Roberts Line, Kelvin Grove; and
• a leasehold interest in approximately 1.1907 hectares of land at Kerikeri Road, Kerikeri; and
• a leasehold interest in approximately 1.0298 hectares of land at Andersons Bay Road, Dunedin.

An overseas investment in significant business assets, being the Unit Trusts’ acquisition of property in New Zealand used in carrying on a business in New Zealand, the consideration of which exceeds $100m.

Woolworths Limited ("Woolworths"), an Australian Stock Exchange listed company, operates more than 3,000 stores across Australia and New Zealand. Its primary business is the operation and management of supermarkets, with 161 supermarket stores in New Zealand. Woolworths is proposing to restructure by establishing a real estate investment trust, which will comprise two unit trusts (Shopping Centres Australasia Property Group Retail Trust and Shopping Centres Australasia Property RE Limited).

14 New Zealand properties, three of which are sensitive under the Overseas Investment Act 2005, together with 57 Australian properties will be transferred from General Distributors Limited, a subsidiary of Woolworths, to the unit trusts and leased back to Woolworths.

Initially the unit trusts will be wholly owned, indirect subsidiaries of Woolworths, however, the units in the unit trusts will eventually be owned by existing Woolworths security holders, retail investors and possibly by institutional investors.

The overseas investment transaction has 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)(i) – Creation/Retention of jobs

Overseas Investment Regulations 2005
28(a) – Consequential Benefits
28(c) – Affect image, trade or international relations
28(e) – Previous investment