Case 201810109 - Stafford Capital Partners Limited (as investment manager of Stafford International Timberland Funds)

Decision
 
Consent Granted
Section 12(a) Overseas Investment Act 2005
Section 13(1)(a) Overseas Investment Act 2005
Decision makerThe Minister for Land Information and the Associate Minister of Finance
Decision date17 October 2018
InvestmentAn overseas investment being the acquisition of shares in Phaunos Timber Fund Limited and, investment in sensitive land, being the Applicant's acquisition of an indirect control interest in forestry land owned by Matariki Forestry Group, which is approximately 160,000 hectares of land located at various parts of New Zealand. Approximately 78,000 of the 160,000 hectares is sensitive land and the remainder is held under Crown Forestry Licenses.   
Consideration$268,000,000 (part of USD259 million paid by Stafford International Timberland Funds for the shares in Phaunos Timber Fund Limited)
ApplicantStafford Capital Partners Limited (as investment manager of Stafford International Timberland Funds)
United Kingdom Public (39.5%)
Luxembourg Public (26.8%)
Various overseas persons (11.7%)
Germany Public (9.0%)
Switzerland Public (7.3%)
United States Public (5.7%)
VendorThe shareholders of Phaunos Timber Fund Limited
Various overseas persons (37.1%)
United Kingdom Public (33.23%)
Hong Kong Public (12.2%)
Sweden Public (7.29%)
Switzerland Public (6.08%)
Norway Public (4.1%)
Background

The Applicant’s acquisition of up to 100% of the shares in Phaunos was governed by the UK Takeovers Code.

The Applicant is the investment manager for Stafford International Timberland Funds, which are widely held commingled investment funds investing in mostly forestry. The Applicant has previously held a role as investment manager of the Vendor and has experience and knowledge of the Investment.

Phaunos has a 23.01% interest in Matariki Forestry Group, which holds various interests in sensitive land. The Applicant required consent under the Overseas Investment Act for the transaction because it will have the ability to appoint two out of four directors on the Matariki Forestry Group board. This is a control interest which is greater than 25% under the Act.

The Investment is likely to result in:

  • small efficiencies as a result of the Applicant’s prior role as investment manager for the Vendor, which included a role on the Matariki Forestry Group board; and
  • maintaining New Zealand’s image overseas, because the underlying transaction triggering the consent requirement occurs due to the ability to appoint two out of four directors on the Matariki Forestry Board.
More information

 

John Horner
Quigg Partners
PO Box 3035
WELLINGTON 6140