Applicant
Retirement Care (NZ) Limited
Case number(s)
200810015
Decision date
Type
Decision
Decision number200810015
Application number200720110
Date22 February 2008
Offeror/applicantRetirement Care (NZ) Limited
Ultimate applicant beneficial ownership74.41 percent - Australia, Australian Public
24.42 percent - Switzerland, Swiss Public
1.17 percent – New Zealand Public
Beneficial overseas ownership 
- Asset currentN/A
- Asset proposedN/A
- Share current66.42 percent
- Share proposed98.83 percent
Offeree(s)/seller(s)Existing shareholders of Qualcare Group Holdings Limited
36.56 percent - Australia, Australian Public
31.96 percent - New Zealand, Hermitage Holdings Limited as trustee for the Hermitage Trust
27.12 percent - Belgium, Belgium Public
2.74 percent - Various, Various overseas persons
1.62 percent - New Zealand, Gasparich (Earl and Celia) and Pearce (Carla) as trustees of the Gasparich Family Trust
Business activitiesHealth & Community Services - Community Services
Details of land involved

4.4065 hectares of freehold comprising:

  1. 0.6622 hectares situated at 400 Cornwall Road, Mahora, Hastings being CT HBK1/652 (Hawkes Bay Registry);
  2. 1.1452 hectares situated at 76 Banks Avenue, Woodchester, Christchurch being CB43/D517 and CB23B/244 (Canterbury Registry); and
  3. 2.5991 hectares situated at Totara Park Village, 9 Melwood Drive, Warkworth being CT NA80C/378 (North Auckland Registry).
Regions involvedVarious
Total considerationCONFIDENTIAL
Consent soughtTo acquire up to 100 percent of the shares of Qualcare Group Holdings Limited.
Rationale

The application has been approved as it met the criteria.

The Overseas Investment Office is satisfied that the individuals with control of the Applicant collectively have business experience and acumen relevant to the overseas investment, and that the Applicant has demonstrated financial commitment towards the overseas investment. The Overseas Investment Office is further satisfied that each individual that exercises control over the Applicant is of good character and is not an individual of the kind referred to in section 7(1) of the Immigration Act 1987.

Background:
The three funds (the Funds) comprising the Applicant include Macquarie Global Infrastructure Fund II (GIF II), Macquarie Global Infrastructure Fund III (GIF III) and LODH Macquarie Infrastructure Fund III (LMIF). The Funds together with Retirement Care New Zealand (RCNZ) are collectively known as the Applicant. GIF II, GIF III, and LMIF have a common investment strategy as they take a long-term view of investment opportunities.

RCNZ or its subsidiaries have acquired ten separate interests, relating to aged care, in New Zealand in the period since July 2005. RCNZ is expanding in New Zealand with a view to developing a world-class aged care business.

Outline of Proposed Investment:
Various subsidiaries of Qualcare Group Holdings Limited (Qualcare), operate 22 facilities, 16 of which provide both residential care and retirement village units. The Applicant intends to continue to operate the business of the Qualcare Group in substantially the same way it is currently operated and is supportive of the current plans for growth and productivity improvements.

The Applicant is proposing to build new facilities and/or refurbish existing facilities within the Qualcare Group. The Applicant also intends to refurbish the existing facilities owned and operated by companies in the RCNZ group.

Rationale for Proposed Investment:
The transaction involves an on-going commitment by certain Macquarie Group Limited (MGL) managed funds to the aged care sector. Several significant transactions have recently been completed in this sector in New Zealand, Canada and Australia, by funds managed by subsidiaries of MGL.

Qualcare's business will require significant capital expenditure in the future. Qualcare, under its current ownership, is constrained in its ability to fund these ongoing capital requirements. RCNZ with their existing investments in the retirement village and aged care sectors, and access to significant capital resources, consider they are well placed to mange and implement this next phase of investment in the business.

The proposed overseas investment is or is likely to benefit New Zealand (or any part of it or group of New Zealanders) having regard to the following benefits:

Overseas Investment Act 2005:
s17(2)(a)(i) - Creation of new job opportunities; and
s17(2)(a)(v) - Introduction into New Zealand of additional investment for development purposes.

Overseas Investment Regulations 2005
r28(c) - Adversely affect New Zealand's image overseas;
r28(e) - Previous investments; and
r 28(g) - Advance significant government policy or strategy.

ContactGraeme Quigley/Wharerimu Iraia
Russell McVeagh
P O Box 8
AUCKLAND