Decision number200610067
Application number200520011
Date1 June 2006
Offeror/applicantFive Mile Holdings Limited
Ultimate applicant beneficial ownership76.95 percent - New Zealand, New Zealand Public
13.52 percent - Various, Various overseas persons
9.53 percent - Australia, Australian Public
Beneficial overseas ownership 
- Asset currentN/A
- Asset proposedN/A
- Share current85.19 percent
- Share proposed23.05 percent
Offeree(s)/seller(s)Existing shareholders in Gardez Investments Limited
34.76 percent - Australia, Australian Public
30.57 percent - United States of America, United States Public
14.81 percent - New Zealand, New Zealand Public
5.31 percent - United Kingdom, United Kingdom Public
3.89 percent - Singapore, Singapore Public
3.13 percent - Various, Various overseas persons
2.95 percent - Japan, Japanese Public
2.57 percent - Hong Kong, Hong Kong Public
2.01 percent - Canada, Canadian Public
Business activitiesProperty & Business Services - Property
Details of land involved7.827 hectares of freehold situated at SH 6, Frankton, Queenstown being CT OT17C/912 (Otago Registry).
Regions involvedOtago
Total considerationUp to $33,340,400 (comprising cash and mandatory convertible notes)
Consent soughtTo acquire up to 100 percent of the shares of Gardez Investments 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.

Five Mile Holdings Limited, a wholly owned subsidiary of Property Ventures Limited (PVL), is in the process of undertaking a full takeover of Gardez Investments Limited (Gardez) pursuant to the Takeovers Code. Part of the consideration for the takeover offer is the issue of mandatory convertible notes in PVL, converting to shares in PVL on 30 June 2008, to the shareholders in Gardez.

PVL is an unlisted public company that undertakes commercial and residential property acquisition, development, and sale. PVL is currently undertaking or is proposing developments situated in Christchurch, Invercargill, Lake Te Anau, St Arnaud, Frankton, Gibbston, and Paraparaumu. Gardez owns a development property situated at Frankton. The takeover of Gardez by PVL's wholly owned subsidiary, Five Mile Holdings Limited, provides an expansion of PVL's development activities in the Frankton, Queenstown area. The land owned by Gardez is adjacent to PVL's land.

All the individuals with control of the overseas person are New Zealand citizens.

ContactGrant Smith
Cousins & Associates
PO Box 25 249
CHRISTCHURCH