Quigg Partners Australian Seminars
Developments in M&A Regulation in New Zealand
Overseas Investment Rule Changes & Decision
Reserve Bank Approval for M&A in Banking Sector
WHAT'S ON THE BLOCK
§ Majority stake in leading distributor of New Zealand horticultural products
§ Substantial shareholding in a leading general insurance companies
§ Dairy farms (a considerable number and interests in a corporate dairy business)
§ Assets/businesses of South Canterbury Finance
§ Christchurch cool store
§ Material shareholding in New Zealand’s leading car/general goods auction house
§ New Zealand gold explorer seeking experienced JV partner to develop new mine
§ South Island opencast mine
§ Marlborough gravel quarry
§ Education provider
§ Hotel/Motor Inn portfolio
QUIGG PARTNERS AUSTRALIAN SEMINARS
PROGRAMME:
Legal
Issues for Businesses in New Zealand
§
Establishing a business (e.g. branch v subsidiary)
§
Expanding a business (M&A, takeover and joint ventures)
§
Administration of a business (including financial reporting and brand
protection)
§
Recent
issues in New Zealand contract law for business
§
Capital
raising in New Zealand (the popular use of the new mutual recognition
regime)
Managing your New Zealand Business: Employment and Labour Issues
§
Aligning
employment agreements between Australia and New Zealand
§
Handling
disciplinary issues from a distance
§
Restructuring by remote
§
Explaining the new employment changes effective from 1 April 2011
DATES & VENUES:
Melbourne:
Thursday 31 March 2011, 9:00am – 1:00pm
InterContinental Melbourne The Rialto
Sydney
: Thursday 19 May 2011, 9:00am – 1:00pm
Sofitel Sydney Wentworth
If you would like a copy of the presentation and/or paper, please email
www.quiggpartners.com.
DEVELOPMENTS IN M&A REGULATION IN NEW ZEALAND
Personnel from Quigg Partners presented in February 2011 at the
BrightStar 11th Annual Competition Law and Regulatory
Review.
The presentation focused on:
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Competition/Anti-Trust - Commerce Act 1986
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Foreign Investment – Overseas Investment Act 2005
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Public M&A – Takeovers Code 2000
If you would like a copy of the presentation and/or paper, please email johnhorner@quiggpartners.com.
OVERSEAS INVESTMENT RULE CHANGES & DECISION
In December 2010 the NZ Government announced changes to the Overseas Investment rules with a focus on large scale ownership of farmland. As a result two additional factors are considered under the benefit test to assess investments in “sensitive land”.
The Governments of both Australia and New Zealand announced an intention to lift the present NZ$100m business threshold test [not land] to $500m. This is expected to be in effect by the end of 2011. This would be applicable for Australian investors only.
The Government declined a Chinese company wanting to buy 16 dairy farms because the front woman failed a “good character” test. The front woman was facing bankruptcy proceedings in New Zealand.
SUPREME COURT
The Supreme Court gave some guidance to the meaning of “fair value” in Section 149(1) of the Companies Act 1993.
HIGH COURT
The High Court considered an application for a declaration that a transaction, as structured, did not require consent under the Overseas Investment Act. The transaction involved the issue of redeemable preference shares to the overseas person and an “option to purchase” conditional on OIA consent. The High Court held that the word “acquisition” was not restricted to legal ownership but extended to “absolute control” over the nominal purchaser or title holder. In the alternative, the High Court also found the parties involved to be “associates” in relation to the transaction.
A High Court case considered the interpretation of limitation provisions in engagement terms between a financial adviser and client. The case highlighted the need to be careful in that inserting time period limitations could apply both ways and to the recovery of the advisers fee.
TAKEOVERS CODE
A Bill is presently before Parliament amending the New Zealand takeovers regime. In particular, the definition of Shareholder (a technical change to adopt a higher share parcel test in line with Australia) and to add “international comity“ to the list of purposes for achievement by the Takeovers Code.
The Takeovers Panel, in Code Word, has considered how the likely law changes affecting schemes of arrangement and amalgamations (signalled by the Government in October 2010) may move forward.
The Takeovers Panel is presently receiving feedback on a Consultation Paper issued for discussion on offer conditions and defensive tactics and a target company’s right to receive reimbursement of takeover expenses.
RESERVE BANK APPROVAL FOR M&A IN BANKING SECTOR
The Reserve Bank has released a consultation paper proposing a new policy for locally incorporated registered banks considering making significant acquisitions/investments/mergers. It is proposed that banks would be required to obtain a notice of non-objection from the Reserve Bank before undertaking such transactions.
EMPLOYMENT ISSUES FOR M&A