In an extraordinary turn of events, Natural Gas Corporation Holdings Ltd (NGC), which is 80.17% owned in Australia, gained approval to acquire up to 75.09% of TransAlta New Zealand Ltd (TANZ) from TransAlta Energy Corporation (TEC) of Canada for C$624,738,359 ($834.3 million).
According to the Commerce Commission, The Australian Gas Light Company (AGL) of Australia owns 71.6% of NGC, Infratil 1998 Limited has a 6.34% shareholding and the public and institutions hold the remaining 22.06% of the shares (Commerce Commission decision 387, "Determination pursuant to the Commerce Act 1986 in the matter of an application for clearance of a business acquisition involving: Natural Gas Corporation Holdings Limited and TransAlta New Zealand Limited", 17/3/00, which is the source of other information from the Commerce Commission referred to below).
The purchase was extraordinary because TransAlta had been aggressively acquiring retail and generating assets of the New Zealand electricity system in the wake of the 1998 electricity deforms. TEC, the Canadian parent, appeared to be sufficiently interested in continuing the accumulation of assets to be engaged in a buyout of minority shareholders. Then it decided as an international strategy "to focus on its generation and transmission businesses". The New Zealand sale was part of that: it had failed to gain a foothold in the generation business, and the 1998 legislation banned it from transmission. Executing the same strategy, on 7/2/00 it announced the sale at home of "TransAltas Alberta-based distribution and retail assets to UtiliCorp Canada Corp. The $645 million Cdn transaction includes 90,000 kilometres of low-voltage distribution power lines which represents 50 per cent of Albertas distribution network system, and a 24-hour customer call centre in Calgary." Utilicorp is of course also a major force in the electricity market in Aotearoa, owning the majority of UnitedNetworks (see next item below).
However the strategy must have been concocted at short notice. Only in November 1999 TEC had announced that it had acquired further shares in TANZ, bringing its shareholding to 75.8% of the company (of which more below). "We are pleased to have achieved one of our objectives to put TANZ in a more solid share ownership position by acquiring enough shares to own at least 75% of the company," said Ian Bourne, executive vice president and chief financial officer, of TEC in a press release from Calgary on 15/11/99. "TransAlta New Zealands board and management can now proceed with confidence knowing that by having support of the majority shareholder, they will not need to rely on other parties to vote in favour of major transactions. This provides the flexibility required to respond to the fast changing energy market in New Zealand." The confidence obviously lasted only weeks. A month later (press release 20/12/99), TEC was announcing the sale of a 15.8% interest in Piedra del Aguila, a 1,400-megawatt hydroelectric station in Argentina again, at odds with its new strategic focus on generation. At the same time (press release 22/12/99) it was selling its interest in the Rotokawa geothermal steam field and electricity generating plant to a local Maori trust (which had retained rights to acquire the assets for one year after the purchase) for $52.9 million.
TEC had acquired its 75.8% in TANZ after an unpleasant and bruising battle which had aimed at a full takeover from its previous position of 67.4%. The fight was a continuation of a long-standing war against the Hutt Mana Energy Trust, which owns 14.6% of the company on behalf of consumers in the Hutt Valley, Porirua and north Wellington. Because its shareholding is above 10%, TEC could not force it to sell which can be done in a takeover once 90% is reached. TEC went direct to householders with advertisements saying they could be in for a $1,600 payout if the Trust accepted its offer. The Trust complained to the Advertising Complaints Board saying the advertisement was unethical in that it was trying to circumvent the Trust, it was bullying trustees into changing their minds, the way it used the TransAlta logo might confuse people into thinking it was TANZ which was advertising rather than TEC, and even if the Trust accepted the offer it would not necessarily be paid out to consumers. In any case, the offer, at 250 cents per share, was too low, compared to the 310 cents the shares were trading at in March 1999. "If wed wanted to sell, wed have sold then", said trust chairman, Chris Kirk-Burnnand (Press, 3/9/99, "Transalta ads upset trust", p.26; 27/8/99, "Bid blitz for TransAlta", p.18). The Upper Hutt Chamber of Commerce weighed in, urging the Trust to sell, denying it was influenced by TANZ being one of four corporate sponsors of the organisation, including financial sponsorship (Press, 7/9/99, "Bid influence denied", p.17).
TEC declared victory in its failure to gain complete control, because having over 75% gave it the ability to make certain crucial decisions that require the approval of over three-quarters of shareholders (Press, 16/11/99, "Many hang on in TransAlta", p.13). Nevertheless, the fact that over 10% of shareholders more than half the minority shareholders other than the Trust declined the offer, spoke for itself.
While the Trust and other minority shareholders were not offered the NGC deal, it vindicated their stand on financial grounds alone. The NGC offer worked out at 285 cents a share. It also paid 102 cents for each of the 81.394 million capital notes and acquired $217.2 million of debt in the controversial Stratford combined-cycle power station. The deal is being financed by debt and a rights issue to shareholders (Press, 22/1/00, "NGC buys 75.8% of Transalta for $834m", p.24). That is an excellent deal for TEC, which also benefited from a special tax-free dividend of 4.3 cents a share, pushed through before the sale took effect a handy $8.06 million additional tax-free windfall (Press, 19/2/00, "TransAlta dividend", p.31).
Though the price vindicated the Hutt Mana Energy Trust, it got NGC into trouble with other parties. Infratil New Zealand, a 6.34% shareholder in NGC, opposed the purchase. It began proceedings to enforce its right to make NGC buy out its shares at a "fair and reasonable price" which reflects their value before the purchase of TANZ. Since NGCs share price fell when the purchase was announced, Infratil is aiming for an above-market payout (Press, 31/3/00, "Infratil demands Nat Gas buy-back", p.16).
Infratil and the share markets evaluation of the purchase was shared by others. Christchurch electricity analyst Alastair Price said that the high price would probably mean higher electricity prices to residential consumers but lower prices for big consumers. TANZ had little generation capability and could be undercut by the state-owned generators (Press, 19/1/00, "Power price rises loom", p.1). Indeed, TANZ had only in October 1999 announced a sharp fall in profits. Its half-yearly result to 30 September was down to $14.77 million from $23 million at the same time in 1998. Although its new chairman, Roderick Deane, declared himself pleased with the nine-month result to December 31, saying it "had restored retail margins to long-term sustainable levels", the profit levels, along with the low likelihood of further privatisations under the new Labour/Alliance/Green government, made the reasons for TECs departure apparent (Press, 22/10/99, "New business profit down at Trans Alta", p.14; 2/2/00, "TransAlta steadies customer base", p.20).
TransAlta won the Roger Award for the worst Transnational Corporation in New Zealand in 1999. The judges report showed that since TEC began buying electricity companies in Aotearoa in 1994, it had "extracted $972.6 million out of New Zealand for an initial investment of $642.6 million, a net gain of $330 million or 51%". As one analyst put it, the sale was "a fantastic deal" for TEC (Press, 18/1/00, "NGC bids for TransAlta NZ", p.12).
Nonetheless, the purchase puts NGC into a commanding position in the energy sector. This is strengthened because of cross-linking shareholdings with Trustpower. NGCs controlling shareholder, AGL, has a 21.7% shareholding in Trustpower, according to the Commerce Commission. In addition,
"AGL is a party to a standstill and equalisation agreement with Alliant and Infratil relating to shareholdings in TrustPower and the appointment of directors in TrustPower. The agreement provides for AGL to support the appointment of two Alliant/Infratil nominated directors of TrustPower, and for Alliant/Infratil to support two AGL/Tauranga Energy Consumer Trust nominated directors, out of a total of six directors."
Infratil and Alliant together have 41.5% of Trustpower. All of that is sufficient, the Commerce Commission says, to regard Trustpower and AGL as "associated persons" for the purposes of considering market domination. It lists the market shares of the companies as follows:
Estimated New Zealand Electricity Retail and Generation Market
For Year Ending 31 March 2000
That means that NGC, which already owned Energy Waikato Limited (the retailing business of WEL), will now directly control 35% of electricity retail customers and sales, and over 13% of generation. With Trustpower it controls almost half 47% of customers and 48% of sales of the retail market, and over 16% of generation.
NGC is thus by far the biggest retailer in Aotearoa, but still undersize (though significant) in generation. It is the incumbent electricity retailer in Christchurch, the greater Wellington area (including the Hutt Valley and Porirua), Christchurch, Waikato, and parts of Auckland.
According to the Commerce Commission, NGC is not so dominant in gas retailing to commercial and industrial customers. It found the new entity would however be dominant in gas retailing to domestic users in the Hutt/Mana area. It has suppressed publication of the market shares, but says that NGC
"undertakes the business of the acquisition, transmission and marketing of gas throughout the North Island. NGC is a distributor and retailer of gas in Northland, Waikato, Bay of Plenty, Taupo, Gisborne and Kapiti, and a retailer of gas in Taranaki. NGC has a 25.1% interest in the Wanganui gas distributor and retailer, Wanganui Gas Limited. NGC also owns 50% of the Kapuni Energy joint venture, which undertakes electricity and steam generation at the Kapuni gas treatment plant site."
Its parent, AGL, also has direct interests in the gas industry in Aotearoa: it "has a management contract to manage the distribution and retail businesses of NGC. In 1999 AGL purchased TransAltas gas distribution network", where it has a natural monopoly, though TransAlta continues the retailing operation. In addition, TANZ retails gas in the Hutt Valley and Porirua areas.
NGC also distributes bulk LPG, propane and butane through subsidiary companies Liquigas and Propane Gas. It will undoubtedly merge this with TANZs Portagas LPG bottling subsidiary.
Todd Energys chief executive Richard Tweedie cried "dominance", saying that the Commerce Commission should force TANZ to sell either retail gas customers or a gas pipe network in the Hutt Valley and Porirua. Tweedie said "AGL-NGC was the only vertically and horizontally integrated gas company in New Zealand. It owned high pressure trunk pipes, the low pressure system connecting to homes and businesses, and sold wholesale and retail gas. That represented about 40% of the gas market" (Press, 16/2/00, "Todd cries foul over NGC moves", p.24).
In addition, TANZ has more recently announced plans to expand into Dunedin and Manawatu (Press, 15/2/00, "TransAlta in Dunedin", p.12; 4/4/00, "TransAlta eyes Manawatu", p.17). It will undoubtedly be on the warpath, including continuation of its lobbying for further privatisations, having Telecom Chairman Roderick Deane as Chairman and extreme-right former Finance Minister Ruth Richardson on its board (Press, 5/7/99, "Deane, Richardson put up for TransAlta board", p.8).
Unsurprisingly, the Commerce Commission performed its usual role of intense analysis followed by inaction. It allowed the takeover, but decided that it would give NGC a dominant position in the market for retailing gas to domestic users in the Hutt/Mana area. It made the acceptance subject to AGL "divesting its gas distribution system in the Hutt Valley and Porirua area (Hutt/Mana), by 1 October 2001". However, "AGL is not required to divest the gas network if TransAlta sells its residential gas business or at least 50% of its residential gas customers".
An interesting sidelight to the Commerce Commissions decision is that it assumed competition in retailing was alive and well. Yet only 5% of TransAltas customers, and even fewer only 3.5% of customers nationally had switched to other retail electricity suppliers as at 31/12/99 (Commerce Commission decision, p.32; Press, 2/2/00, "TransAlta steadies customer base", p.20).
The sale includes 35 hectares of freehold land:
It also includes three hectares of "profit à prendre" at the Cobb Reservoir presumably the site of the Cobb power station.
UnitedNetworks Ltd, (formerly Power New Zealand Ltd), which is 78.78% owned by Utilicorp United Inc of the U.S.A. and 21.22% owned in New Zealand public listings, has approval to acquire the North Island gas distribution network of Orion New Zealand Ltd and the North Island contracting business of Connectics Ltd, an Orion subsidiary, for $550,000,000.
Orion is the electricity lines company owned by the Christchurch City Council and other councils in the Christchurch area. It was formerly part of Southpower before the Southpower name and electricity retail operation was bought by TransAlta in the split-up forced by the 1998 electricity deforms. As the council-owned Southpower, it had bought the gas network as part of Enerco, of which it first bought a 55% shareholding, and then later made a full takeover. In total it paid about $330 million, then in 1998 sold the North Island retail gas operation to Contact Energy for $100.5 million (Press, 18/2/00, "Windfall for Chch may top $400m", p.1). More recently, Orion sold its gas trading business, also to Contact Energy, for $10.2 million, and got $8.5 million for its 5% share of the Southdown gas-fired electricity plant (Press, 20/4/00, "Gas-firm sale another boon for ratepayers", p.1). So Orion has received about $670 million for its $330 million investment, on top of dividends.
Book value for the network operation was $270 million (its optimised deprival value), so the price paid by UnitedNetworks was over twice that. As with the electricity asset buying frenzy, this raised concerns that the high price would push up gas retail prices. Natural Gas Corporation was understood to be another bidder (Press, 23/3/00, "Gas buyer pays Orion $550m", p.1).
Though the Christchurch City Council was all smiles, the sale, as the Press remarked, "continues the slide of New Zealand energy assets into foreign ownership".
Marconi Commerce Systems Ltd, a subsidiary of Marconi Plc of the U.K., has approval to acquire "the business assets of the Harvest Group of companies used in developing and manufacturing of vendor interrogation units for vending machines" from the Group and P. and J. Munn. The price is suppressed. Marconi manufactures similar equipment itself. "The acquisition provides the opportunity for the Applicant to extend its business presence in New Zealand." The purchase includes eight hectares of land at Norfolk Road, Carterton, Wairarapa.
E. Sheares of the U.S.A. has approval to acquire 25% of Mylestom Holdings Ltd from C. Barnes, T. Jelas, and R. Paris of Aotearoa for a sum "to be advised". It is not obvious what it is all about, other than "property", because most of the rationale for the sale has been suppressed.
Juken Nissho Ltd, which is owned 85% by Juken Sangyo Company Ltd and 15% by Nissho Iwai Corporation, both of Japan, has approval to acquire two blocks of land at Whangatane Drive, Kaitaia, Northland. One is of two hectares for $191,250, the other is 0.79 hectares for $112,500. The first block will be used to expand the log yard used by its adjoining new sawmill that was built in 1999 on an existing log yard. The second "will facilitate better access". There are two mills on the site, which employ 56 people, to be increased to 59 later this year. The mills mainly produce wood for export to Japan.
In a third decision, Juken Nissho also has approval to acquire 148 hectares of land for $1,856,250 at North Road, Kaitaia. This adjoins its manufacturing operation and will be used to build a veneer mill and solid wood mill, which will be operating by the end the year with full production by the end of 2002. "The greater part of the land will be leased back to the vendor to continue operating a dairy herd."
For the last such sale involving Paparangi, see our commentary on the July 1997 decisions. The first two purchasers in the present decision received approval to acquire equal shares in 30 hectares of land at No. 3 Line and Kaukatea Valley Road, Wanganui from the New Zealand Forestry Group Ltd for a total of $180,662, in November 1999. Both are also members of the Okoia Forest Owners Association.
Further 589 hectares sold to U.S. owners of Puketiti Station in King Country
The Ingleby Company Ltd, which is owned in the U.S.A. and in September 1999 received approval to acquire the 3,616 hectare Puketiti Station near Piopio, King Country, has approval to acquire two further blocks of land at Paekaka Road, near Piopio. One is of 414 hectares, for $2,868,750, the other is of 175 hectares, for $1,209,375. The new acquisitions will give "significant efficiencies of scale" and will be used for finishing stock from Puketiti. The company has also "entered into a relationship with Massey University that will result in experimental and research work being undertaken on its properties."
The 17th longest cave in Aotearoa, the Thunderer Cave (4,726 metres), is in the Puketiti area. It, along with other caves in the area, are accessed through the Station (see our commentary on the September 1999 decisions).
Cabo Ltd, which is owned by the Tusher Family Limited Partnership of the U.S.A., has approval to acquire up to 60% of Wyuna Station Joint Venture for $700,000. Cabo previously had 24.9% of the joint venture and is acquiring its increased holding from the other partner, Pisidia Holdings Ltd, which is owned by John Darby of Aotearoa. The joint venture owns the Wyuna Station at Glenorchy, Queenstown, Otago which consists of:
making a total of 12,173 hectares. They intend to upgrade the operation, raise stock numbers, introduce deer and increase fertiliser application, possibly subdivide parts of the property into residential and rural residential allotments, and possibly develop tourist activities. All this, and "restore the high country conservation values of the Station".
Jean-Paul Pavlovic of Switzerland has approval to acquire 255 hectares of land at Garden Heights, at the corner of Kinloch and Whangamata Roads, Taupo, King Country for $2,953,124 from Kinloch Heights Ltd. He had lent "substantial capital" to Mr S. Okakura of Japan who had intended developing a larger property of which this was a part into a tourist resort and leisure complex. However Okakura got into financial difficulties and the property was sold in a mortgagee sale. Pavlovic is buying this land "as the basis of his application for permanent residency in New Zealand". He intends to develop a commercial forestry operation on approximately half the land and develop an international golf course, lodge "catering to the top end of the market", and 80 house sites on the remaining land.
In May 1996, we reported that
The owner of Kinloch Station, on Lake Taupo, is buying further land. The station is owned by Kinloch Holdings Ltd which in turn is owned by Saburo Okakura and his family, resident in Japan. They are adding to 255 hectares of Kinloch Station a further 39 hectares from W.A.D. and R.J. Bremner for $1,525,000, and 100 hectares from Whangamata Station Partnership and Kinloch Services Ltd for $4,620,000, a total expenditure of $6,145,000. Proposed tourist developments on the 394 hectares include a conference centre to cater for 200 people with appropriate accommodation, two 18-hole golf courses (one public, one private) and "in the longer term and abutting Lake Taupo" an international hotel. In February 1991 we reported that "the 885 hectare Kinloch Station has been sold to a company owned by a Japanese resident, Barwon Ltd, for $2,560,000 to be extensively redeveloped and run by local contractors and a New Zealand manager".
Waihi Gold Company Nominees Ltd has approval to acquire four hectares of land at 730 Golden Valley Road, Waihi, Coromandel for $319,500 from D. and A. Maskell to extend the Martha Mine. Waihi Gold is owned 67.06% by Normandy Mining Ltd, listed in Australia, and 32.94% by AUAG Resources Limited. However the OIC gives the AUAG ownership as exactly half each Australian and New Zealand public. In November 1999, when the last such purchase was reported it was 17.05% Aotearoa, 15.11% Australia, 0.65% U.K., 0.07% France, and 0.06% U.S.
"The company is proceeding with an extension to the Martha Mine that will have the effect of extending the life of the mine for about an additional seven years beyond the current estimated life of the mine of 1999 [sic]. This extension involves enabling access to be obtained to ore below the level of the currently licensed pit. To reach this ore it is necessary to bench back (or extend) the perimeter of the existing pit, and the additional land is required for this, and to provide a sufficient buffer between the extended mine and surrounding residential uses. Previous consents have been granted by the Commission for the acquisition of such land. The land the subject of this application is directly adjacent to the extended Martha Hill mine licence area, and will be required as a buffer for the extended project."