Mitsui & Co Ltd, Nomura Holdings Inc
Case number(s)
Decision date
Decision Consent granted
Section 12(1)(b)
Section 13(1)(a)
Decision Maker Toitū Te Whenua LINZ
Decision Date 23 December 2022
Pathway(s) Special forestry (One-off purchase) and Significant Business Assets
Investment Acquisition of 77.02% of the shares in New Forests Pty Ltd which indirectly, through its subsidiary New Forests Asset Management Pty Limited, holds the controlling interests in a large forestry estate.
Consideration ~$424,758,615 (subject to customary adjustments)

Mitsui & Co Ltd

Japan (70.15%)

Various regions (29.85%)

Nomura Holdings Inc

Japan (68%)

Various regions (31.9%)

Vendor Existing shareholders of New Forests Pty Limited 
  • David George Brand Company Pty Ltd ACN 114 621 519 as trustee for the David Brand Family Trust (23.69%)
  • Angeleno Investors New Forests Co-Invest LP (16.43%)
  • New Leaf Investment (Scotland) L.P., by its general partner, New Leaf Investment (Scotland) LLP (14.43%)
  • Votraint No. 1509 Pty Limited ACN 108 983 697 as trustee for the Rogers Family Trust (9.62%)
  • Other minor shareholders (Mitsui (Japan) 22.98%; various regions 77.02%)  

The Applicants are Mitsui & Co Ltd (Mitsui) and Nomura Holdings Inc (Nomura).

Mitsui is one of the largest and most diversified trading, investment, and services enterprises in the world, with a global network spanning across 65 countries and regions.

Nomura is a global financial services group with an integrated network spanning over 30 countries and regions.

The Applicants are acquiring all of the existing shares in New Forests Pty Limited (New Forests) not already owned by Mitsui (which already owns 22.98% of New Forests).

A subsidiary of New Forests, New Forests Assets Management Pty Limited, manages 2 investment funds that own a large forestry estate in New Zealand. The Applicants’ acquisition of New Forests is an overseas investment in sensitive land because of these management rights.

New Forests also has a minority (<1%) investment in the investment funds managed by New Forests Asset Management Pty Limited.

Approximately 10% of New Forests’ share capital will be issued to New Forests’ staff participating in the New Forests Staff Equity Plan. This means that New Forests will be eventually owned ~90% by Mitsui and Nomura and ~10% by New Forests’ staff.

This consent only permits a change in the ownership of the manager of the investment funds, and does not allow Mitsui, Nomura, New Forests, or the investment funds to make additional investments in sensitive land.

More information Glenn Shewan 
Bell Gully (Auckland)
PO Box 4199
Auckland 1140

See the Assessment report linked below, which was published in response to an Official Information Act request:

Assessment reports for overseas investment decisions 202200205 and 202200342

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