Decision number200520072
Application number200520064
Date11 October 2005
Offeror/applicantRetirement Villages New Zealand Limited
Ultimate applicant beneficial ownership50 percent - Australia, Macquarie Bank Limited
50 percent - Australia, FKP Limited
Beneficial overseas ownership 
- Asset currentN/A
- Asset proposedN/A
- Share current0.03 percent
- Share proposed100 percent
Offeree(s)/seller(s)Existing shareholders in Metlifecare Limited
40.52 percent - New Zealand, New Zealand Public
34.59 percent - New Zealand, The Todd Corporation Limited
24.86 percent - New Zealand, Keene (Brian Paul) and Cook (Susanna Catherine and Clifford James)
0.03 percent - Various, Various overseas persons
Business activitiesHealth & Community Services - Community Services
Details of land involved

35.9137 hectares of freehold comprising:

  1. 1.8773 hectares situated at 12-20 Edgewater Drive, Pakuranga, Auckland being CTs SA105B/340, SA29D/936, SA8D/68, SA8D/64, SA8D/65, and SA8D/66 (South Auckland Registry);
  2. 10.1014 hectares situated at 48-72 Avonleigh Road, Green Bay, Auckland being CT NA90D/417 (North Auckland Registry);
  3. 8.4967 hectares situated at 44-60 Maranui Street, Mt Maunganui, Tauranga being CTs SA57D/39, SA57D/40, SA57D/41, SA57D/42, and SA8A/1358 (South Auckland Registry);
  4. 2.7389 hectares situated at 33 Gloucester Road, Mt Maunganui, Tauranga being CT SA71C/746 (South Auckland Registry);
  5. 7.967 hectares situated at Spencer Russell Drive, Paraparaumu being CT WN49C/983 (Wellington Registry); and
  6. 4.7324 hectares situated at 357-369 Lower Queen Street, Richmond, Nelson being CT 11170 (Nelson Registry).
Regions involvedAuckland
Bay of Plenty/Coromandel
Nelson/Marlborough
Various
Wellington
Total consideration$279,453,733
Consent Sought - 1995 RegsTo acquire up to 100 percent of the specified securities of and/or having the right to exercise or control the exercise of the voting power of and/or appoint or control the appointment of the board of directors of Metlifecare Limited.
Rationale

The application has been approved as it met the criteria.

The Overseas Investment Office is satisfied that the Applicant has business experience and acumen relevant to and is demonstrating financial commitment towards the investment. The Overseas Investment Office is further satisfied that the persons who exercise control over the Applicant are of good character and not the kind of persons referred to in section 7(1) of the Immigration Act 1987.

The Applicant proposes to acquire 25 percent of the issued shares in Metlifecare Limited (Metlifecare) from Private Health Care (NZ) Limited (PHC). To acquire PHC's stake in Metlifecare would trigger the need to bid for 100 percent of Metlifecare pursuant to the Takeovers Code.

Metlifecare owns and is the operator of 13 retirement villages throughout New Zealand, incorporating nine nursing homes and six hospitals, providing care to over 2,000 residents. Metlifecare is listed on the New Zealand Stock Exchange.

The proposed acquisition is part of the current focus of FKP Limited (FKP) and certain Macquarie Bank Limited (Macquarie) managed funds in the aged care sector. Both FKP and the Macquarie Group have recently completed acquisitions in this sector.

The proposal is likely to result in the following benefits:

  1. the creation of new employment opportunities;
  2. added market competition in the aged care and retirement village industries in New Zealand;
  3. enhanced domestic services for persons requiring aged care and retirement village services; and
  4. the introduction of additional investment for development purposes.
ContactCameron Fleming/Jacqui Anderson
Russell McVeagh
P O Box 8
AUCKLAND