Decision number200520077
Application number200520093
Date4 November 2005
Offeror/applicantGoodman Fielder Limited
Ultimate applicant beneficial ownership51.5062 percent - New Zealand, Hart (Graeme Richard)
38.3426 percent - Australia, Australian Public
4.9068 percent - New Zealand, New Zealand Public
1 percent - United States of America, Degnan (Thomas James)
1 percent - Australia, Hardman (Timothy Guthrie)
1 percent - New Zealand, Perrett (Hugh Earle)
1 percent - Australia, Margin (Peter Maxwell)
1 percent - Australia, Ould (Maxwell Gilbert)
0.2444 percent - Various, Various overseas persons
Beneficial overseas ownership 
- Asset currentN/A
- Asset proposedN/A
- Share current41.05 percent
- Share proposed42.587 percent
Offeree(s)/seller(s)Burns, Philp and Company Limited 53.73 percent - New Zealand, Hart (Graeme Richard)
40.79 percent - Australia, Australian Public
5.22 percent - New Zealand, New Zealand Public
0.26 percent - Various, Various overseas persons
Business activitiesManufacturing - Food, Beverage & Tobacco
Details of land involvedNone
Regions involvedVarious
Total considerationThe consideration will depend upon the outcome of the pricing achieved under the initial public offering of Goodman Fielder Limited. However, the aggregate consideration is estimated to be approximately NZ$172 million.
Consent SoughtTo acquire up to 100 percent of the securities of Goodman Fielder Commercial New Zealand Limited, Goodman Fielder New Zealand Limited, GF Retirement Nominees Limited, and Goodman Fielder Treasury New Zealand Limited (formerly QBNZ1 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 are of good character and are not an individual of the kind referred to in section 7(1) of the Immigration Act 1987.

Goodman Fielder Limited (Goodman Fielder) is a subsidiary of Burns, Philp & Company Limited (Burns Philp). Burns Philp has announced that it intends to undertake an intra-group restructuring that will establish a new Australasian food group with Goodman Fielder as the parent company of that group. The restructuring will involve Goodman Fielder acquiring all the shares in four New Zealand companies (the GFNZ companies) within the Burns Philp group. The purpose of the restructuring is to cause the GFNZ companies to be direct wholly owned subsidiaries of Goodman Fielder.

Goodman Fielder will acquire the bakery, spreads, oils and commercial foods businesses of the Burns Philp group in New Zealand. It is also proposed that Goodman Fielder will acquire all of the shares in New Zealand Dairy Foods Holdings Limited (NZDFH). NZDFH is the parent company of the New Zealand Dairy Foods group which supplies four major products in the New Zealand dairy market including milk and cream, yoghurt and dairy desserts, spreads, and cheese. A separate application for consent has been made and approved in respect of Goodman Fielder acquiring the shares in NZDFH.

It is proposed that shares in Goodman Fielder will be offered to institutional and retail investors in New Zealand and Australia and to institutional investors in certain other overseas jurisdictions through an initial public offering (IPO). Goodman Fielder will be listed on the Australian and New Zealand Stock Exchanges following the IPO.

To facilitate the IPO, Burns Philp will undertake an intra-group restructuring of shareholdings of the companies which conduct its New Zealand operations. An application for consent is required because directors or officers of Burns Philp hold approximately 6 percent of the shareholding in Goodman Fielder, and for that reason the intra-group reorganisation exemption provided under Regulation 33(1) of the Overseas Investment Regulations 2005 does not apply to the restructuring. Regulation 33(1) exempts restructuring or reorganisation transaction between members of a group that are wholly owned by an overseas person.

ContactGlenn Joblin/David Blacktop
Bell Gully
P O Box 4199
AUCKLAND