The Tiong family of Malaysia, which owns Oregon Forestry (NZ) Ltd and Ernslaw One Ltd, was this month given approval to reorganise some of its holdings. Oregon owns 75.8% of Ascot Management Corporation New Zealand Ltd and fully owns Himley Enterprises No 6 Ltd. Himley in turn is the holding company for the Neil Group of companies "which carries on the business of residential, commercial and industrial land subdivision and development". Ascot wanted to buy Himley for $17 million. To fund this, Ascot proposed issuing up to 140 million ordinary shares for "up to $28 million", which Oregon would underwrite. In the event, Ascot decided against this acquisition, though as a "cash-box" company it is still looking for something to buy ("Ascot abandons Neil Group bid", Press, 17/8/94, p.26). The Tiong family now have Aotearoa interests in forestry (through Oregon and Ernslaw One), ports (5.2% of South Port, the Bluff port operator, and 10.2% of Port of Tauranga ["Ernslaw expands", Press, 30/9/94, p.20]), and fish farming (7.86% of Regal Salmon ["Singapore firm snaps up Regal shares", Dominion, 29/3/93]). Their holdings are largely through Naraya Holdings, itself owned by Callander Ltd and Shiang Yang International (ibid).
Cadenza International Ltd, of the U.S.A. is reorganising its ownership of Wilson Neill Ltd the Dunedin-based brewer. Its subsidiary, Cadenza Securities Trading International Ltd, is buying its parents 50.01% shareholding in Wilson Neill for $10,114,530. Though Cadenza is owned by Philip Adkins of the U.S.A. it is actually registered in the tax haven of Guernsey. Adkins bought Wilson Neill in 1992, being described in the media as a "high-flier". Wilson Neill was in trouble over the acquisition of Cascade brewery in Tasmania under the ownership of (then) Brierleys Magnum Corporation, now the DB Group. It was also under the threat of an insider-trading scandal involving former managing director and major shareholder, Colin Herbert, which has still to be fully settled. Cadenza announced in June that it was going to sell off Cascade and 36 hotels in Queensland, and all its debt, to a new Adkins company, Australian Brewing and Hospitality Group, of which Adkins would be Chairman and chief executive. ABH would pay Cadenza International $A11 million, plus $US300,000 a year plus Adkins out-of-pocket expenses in a "service agreement" to Cadenza Japan. Wilson Neill would be left as only a property company with properties in Aotearoa, Hawaii and California, and its shareholders would have ABH shares offered to them. The transfer turned out (as with most things this company has tried to do) to be less than straightforward. A New York Stock Exchange listed company, Leucadia National Corporation, took legal action in San Diego and Aotearoa to prevent the sale of the Australian assets saying Wilson Neill had guaranteed a debt it had contracted, connected with Wilson Neills investment in the Harbor Drive condominium project in San Diego. It claimed the sale of the Australian assets was an asset stripping exercise at its expense (implying that Wilson Neill would no longer have the money to honour its loan guarantee). Both the San Diego court and the High Court eventually rejected Leucadias injunction but not before Leucadia had alleged that the restructuring was no more than an expensive name change which left Wilson Neill insolvent to free the new entity of unsecured creditors like itself. It alleged the assets which were being sold for $A11 million, were worth $A24 million. Leucadia unsuccessfully appealed the High Courts ruling, offering new evidence that the Australian assets were worth even more: between $A38 million and $A59.5 million. Wilson Neill countered saying their valuation was between nil and $A4.3 million. The president of the court, Sir Robin Cooke said the range of values given of up to $A90 million was "extraordinary". Meanwhile Wilson Neill has a waiver from the Stock Exchange which expires on 31 January 1995, allowing it to have only one Aotearoa-resident director. (Ref: "Wilson Neill awaits court decision on payment", Press, 3/3/94; "Cadenza vote on W Neill allowed", Press, 25/6/94, p.29; "W Neill head labels action as greenmail", Press, 27/7/94, p.36; "W Neill clear in U.S.", Press, 29/7/94, p.20; "Court asked to halt Wilson Neill restructuring", Independent, 19/8/94, p.1,2; "Restructuring of W Neill gets court go-ahead", Press, 31/8/94, p.25; "Wilson Neills fate hangs in balance", Press, 24/9/94, p.27; "W Neill restructuring cleared by Court", Press, 1/10/94, p.29; "W Neill appointment", Press, 10/10/93, p.33).
The company that is being set up by Comalco to carry out the $400 million upgrade of its Tiwai Point aluminium smelter is shown in this months decisions. TMB Engineering Partnership (owned in Australia and the U.S.A.) is 50/50 owned by Bechtel International Inc. of the U.S.A. and Engineering and Construction Holdings Ltd, a CRA Ltd subsidiary. E&CH also has approval to issue all of its share capital to The Barrier Corporation (Vic) Pty Ltd. In both cases the "expenditure to be incurred may exceed $10 million". This structure has got locals in Invercargill most unhappy. Both local companies and unions have complained very loudly. The local businesses
Engineers Union national secretary, Rex Jones, said he understood
Tyndall New Zealand Ltd, which is 56.5% owned by Guinness Peat Group Plc of the U.K. is taking over the New Zealand Guardian Trust Company Ltd for $20,000,000 as a means of expanding into Aotearoa. Guardian Trust belonged to the Scots insurance company General Accident Group and is the biggest trust company in Aotearoa, managing about $4.5 billion of funds. Tyndall, an Australian-based operation, managed only about $A500 million ($NZ614 million). GPG is run by Sir Ron Brierley and is reportedly looking at using its new trustee company to increase Tyndalls stake in Perpetual Trustees from 10%. Under Australian law, a company cannot own greater than 10% of a trustee company unless it is itself a trustee company or acquires one. ("GPG subsidiary takes over Guardian Trust", Press, 4/8/94, p.34; "GPG to increase Perpetual stake", Independent, 5/8/94, p.3.)
Mirvac Ltd of Australia and its "subsidiary companies and trusts" have approval to start up in Aotearoa with an initial capital of $70,000,000. It owns 0.3769 hectares of land in Auckland "on which it proposes to undertake construction of a multi-storey serviced residential block comprising 164 units." Mirvac has "developed several serviced department blocks in Australia and now wishes to introduce the concept in New Zealand".
Manders Holdings Ltd, a subsidiary of Manders PLC of the U.K. is buying Morrison-P.I.M. (Holdings) Ltd, a Skellerup Group Ltd subsidiary for $27,500,000. This will enable Manders to "expand its business operations in New Zealand" and provide it with an entry into the Australian market. Manders also recently acquired the Croda group of companies including its Aotearoa subsidiaries.
An agribusiness Unit Trust, Agri-Trust has permission "to issue up to 50 million units to members of the public who may be overseas persons" for a price "to be advised". Agri-trust will use the money to buy "various New Zealand farm properties particularly those currently owned by New Zealand Rural Properties Ltd." It is not clear what the connection between the two companies is.
In internal restructuring, Westpac Group Investment -NZ- Ltd of Australia, having been set up by Westpac Overseas Holdings Pty Ltd with a capital of $100, is buying Westpac Holdings -NZ- Ltd for $494,000,000.
And Driehoek Banket B V is taking over the 25% interest of its parent, International Distillers and Vintners Ltd of the U.K., in New Zealand Wines and Spirits Partnership. The other two owners are Gebroeders Steur B V (25%) and Wines and Spirits Holdings Ltd (50%). The value of the 25% interest was originally suppressed, but was released in October 1996 after appeal: $30,500,000.