| Decision | Consent Granted Section 12(b) Overseas Investment Act 2005 Section 13(1)(a) Overseas Investment Act 2005 |
|---|---|
| Decision Maker | Overseas Investment Office |
| Decision Date | 11 September 2020 |
| Pathway(s) | Sensitive land – benefit to New Zealand Significant business assets |
| Investment | An overseas investment in significant business assets and sensitive land, being the Applicant's acquisition of rights or interests in up to 100% of the shares of Metlifecare Limited, the consideration of which exceeds $100m, thereby acquiring an interest in sensitive land. |
| Consideration | The Applicant is offering $6.00 per share. The consideration for the Investment in aggregate is therefore approximately $1.28 billion. |
| Applicant | Asia Pacific Village Group Limited 100% owned by EQT Partners Infrastructure Fund IV, which is 100% overseas owned. No one entity holds more than 5% of this fund. |
| Vendor | Existing shareholders in Metlifecare Limited (as at 30 June 2020) NZ Superannuation Fund Nominees Limited (19.9%) UBS Group AG (and related bodies corporate) (7.3%) Credit Suisse Holdings (Australia) Limited (on behalf of Credit Suisse Group AG and its affiliates) (6.3%) Maso Capital Partners Limited (5.4%) Accident Compensation Corporation (5.2%) Various New Zealand and overseas persons (44.1%) |
| Background | The Applicant seeks consent under the Overseas Investment Act 2005 (the Act) to acquire up to 100% of the shares in Metlifecare Limited (Metlifecare) by a public Scheme of Arrangement. APV is indirectly 100% owned by EQT Partners Infrastructure Fund IV, a €9 billion private equity fund which has been managed by EQT Partners since its inception in 2008. EQT Partners is a private equity management firm with more than €62 billion in raised capital, and around €40 billion in assets under management across 19 active funds. Metlifecare is an NZX-listed business that operates retirement village facilities across New Zealand and Australia. Metlifecare owns pieces of land which are considered sensitive, either because they are ‘residential land’ under the Act, or because they are otherwise considered sensitive under the Act. The Investment is also considered an investment in ‘significant business assets’ because the consideration offered for the shares in Metlifecare is over $100 million. We consider that the Investment is likely to result in benefit to New Zealand, as the Applicant intends to undertake a greenfield development to develop a new retirement village and aged care facility. There is likely to be investment capital introduced to New Zealand and jobs created over and above what would otherwise occur should the Investment not take place. The Applicant has also satisfied the OIO that the individuals who will control the investment have the relevant business experience and acumen and are of good character. The Applicant has also demonstrated financial commitment to the investment. |
| More information | Andrew Petersen Bell Gully PO Box 4199 AUCKLAND 1140 |