OVERSEAS INVESTMENT OFFICE DECISIONS

February To May 2022: The Condensed Edition

- Murray Horton

We direct you to the Overseas Investment Office's Website, where you can find all the Decisions archived. These are summaries only, not the full files. As a purely token gesture, CAFCA has decided to highlight one Decision from each month of Decisions.

FEBRUARY 2022 DECISION

Whatever Happened To Carter Holt Harvey?

These days the great bulk of the OIO's monthly Decisions involve approvals for foreign companies or individuals buying existing forestry blocks or rural land on which to create forestry blocks. We haven't looked at forestry for a while, so this month have decided to single out one of the very biggest players in the industry.

But, first, some background. The Japanese transnational corporation (TNC) in this Decision is the current owner of what used to be Carter Holt Harvey (CHH) Pulp and Paper, a name very familiar to CAFCA members. CHH was one of the select few TNCs to win the annual Roger Award for the Worst Transnational Corporation Operating in Aotearoa/New Zealand. CHH did so in 2001. Here are some quotes from the Judges' Report (the judges that year were Michael Gilchrist, Prue Hyman, Glenn and Sukhi Turner):

"The range of negative impacts on New Zealanders for which it is responsible makes the forestry giant deserved winners. It has unashamedly over many years acted to subdue its workforce and damage their conditions, bringing in scab labour, and destroying the social and economic fabric of small towns dependent on their enterprise... Its plan to save labour costs at the expense of workers is necessitated largely by CHH's own inefficiencies. CHH instituted a strategy for monopolising the market in logs in order to inflate the price. When this failed, it was left with major problems including rotting trees and reduced profits...".

"Damage to the environment, physical and social, is also a feature of many of CHH's activities - from driving logging trucks through residential areas, through erosion and silting up of fishing grounds, to continued use of dioxin producing chlorine bleaching processes. Alternatives are available, and the only pulp and paper mills left in New Zealand using this process are CHH owned".

"Not surprising when parent company International Paper is known as one of the top polluters in the US. The whole forestry industry is lobbying against New Zealand leadership on Kyoto, arguing that reducing greenhouse gas emissions to reduce the impacts of global warming will be economically costly to the industry and to New Zealand in general, using doubtful models".

In November 2014 the OIO approved Oji Oceania Management (NZ) Limited of Japan buying 100% of CHH Pulp and Paper from New Zealand's richest man, Graeme Hart, for just over $1 billion. Linda Hill wrote in her analysis on the CAFCA Website: "According to the Commerce Commission, which has also approved the deal, the business assets affected by this acquisition will comprise the Kinleith pulp and paper mill, the Tasman pulp mill, the Penrose paper recycling mill, and packaging businesses in New Zealand and Australia. Oji is a global producer of paper and packaging products. In New Zealand, Oji owns 100% of Pan Pac Forest Products Limited, which owns forests and operates a sawmill and a thermo-mechanical pulp mill, all in Hawke's Bay".

"This appears to be the one of the last significant assets in the Carter Holt group of companies which Hart bought in 2006 and has been gradually breaking up and selling off to the highest bidder, so he can pay for his global packaging empire. The sale of this business, following on from the previous sale of its packaging and forestry interests, leaves Hart's company with a trans-Tasman building supplies group comprising Carter Holt Woodproducts and the Carters retail chain. See our October 2006 commentary for details of Hart's sale of over 240,000 hectares of Carter Holt forests to Hancock Natural Resource Group Inc. of the USA, and the fight by Māori owners of some of this land to stop the sale".

"Not A Transaction Of National Interest"

Which brings us up to the February 2022 Decisions. Oji Holdings Corporation, Japan (76.68%); United States of America (9.33%); United Kingdom (7.35%); Various (5.33%) and Luxembourg (1.31%), was approved by the Minister for Land Information and the Associate Minister of Finance, to buy, for $404 million, up to 100% of the shares in Oji Oceania Management Co., Limited, which directly or indirectly holds interests in 5,156.017 hectares of land, including:

  • 4,704.8754 hectares of sensitive land; and
  • 451.1416 hectares of non-sensitive land.
  • This includes freehold interests in approximately:
  • 460 hectares of land located in forestry blocks in the Bay of Plenty;
  • 2,306 hectares of land located at and around Kinleith Mill;
  • 1,125 hectares of land located at Ngaruawahia Forest; and
  • 350 hectares of land located at and around Tasman Mill;
Oji Oceania Management Co., Limited also has forestry rights in approximately 2,344 hectares of forest land in the Waikato region.

The OIO writes: "Oji Holdings Corporation (the Applicant) owns 60% of the shares in Oji Oceania Management Co., Limited (OOM) and wishes to acquire the remaining 40% of the shares in OOM from its joint venture partner Innovation Network Corporation of Japan, Limited. The investment will result in the Applicant (who is the existing majority owner of OOM) obtaining full ownership and control of OOM, and the land that OOM owns".

"OOM owns Oji Fibre Solutions (NZ) Limited (Oji Fibre). Oji Fibre was formerly known as Carter Holt Harvey Pulp & Paper. Oji Fibre operates the Kinleith and Tasman mills, which are major employers in the North Island forestry sector. Oji Fibre is New Zealand's largest domestic processor of wood fibre, a major domestic manufacturer of kraft pulps and packaging papers, and New Zealand's only domestic recycler of paper. While Oji Fibre also owns significant interests in forestry land, this is for the purpose of supplying the mills with raw materials".

"The Applicant wishes to retrofit the Kinleith pulp and paper mill with state-of-the-art wastewater treatment technology. This is expected to result in a significant improvement in the quality of the water being discharged into the Waikato River. This Investment will likely result in the creation of job opportunities and the introduction of an estimated $200 million of additional investment for development purposes into New Zealand. The investment will also advance Government policies relating to water quality and the Waikato River. The Applicant has undertaken previous investments that have provided benefits to New Zealand".

"Ministers were satisfied that the benefits likely to occur as a result of this investment were substantial and identifiable. Ministers were satisfied that the overseas investment was not a transaction of national interest...". The fact that a major forest products processing player is completely owned overseas is definitely "not in the national interest", particularly when it is considered just how central forestry now is to the NZ economy. If this sort of deal is "not a transaction of national interest", then what is?

The full February 2022 Decisions are available here:

The Neil Group Ltd/Neil Construction Ltd
Goodman Ltd and Goodman Industrial Trust
CDL Land New Zealand Ltd
I-MED New Zealand Bidco Ltd
BIF IV Alpha Holdings LP
ICG Asia Pacific Fund IV SF (No.1) SCSp
Johannes Trauttmansdorff-Weinsberg
Chubb International Investments Ltd
Resolution Life Finance (Bermuda) Ltd
Kauri Forest LP
Burgundy BidCo Ltd

MARCH 2022 DECISION

Digital Big Boys To Set Up In NZ

Amazon Data Services New Zealand Limited (ADS NZ) Various (100%) has been given OIO approval to buy land in Auckland region to establish a cluster of data centres. "The Applicant is a New Zealand company ultimately owned by Amazon.com, Inc., a publicly traded company in the United States of America. ADS NZ owns and operates the IT infrastructure that currently underpins the Amazon Web Services (AWS) Edge location in New Zealand".

"The Applicant proposes to establish a cluster of data centres in Auckland (called a 'Region'). This would allow customers purchasing AWS cloud services to select one or multiple data centres in New Zealand, rather than overseas, to store or process their data and run AWS applications and services. The Region places AWS's portfolio of services including compute, storage, database, and other services closer to end-users, ensuring ultra-low latency access to applications running locally".

"The Applicant proposes to establish a cluster of data centres in Auckland (called a 'Region'). This would allow customers purchasing AWS cloud services to select one or multiple data centres in New Zealand, rather than overseas, to store or process their data and run AWS applications and services. The Region places AWS's portfolio of services including compute, storage, database, and other services closer to end-users, ensuring ultra-low latency access to applications running locally".

"Additionally, the Region will enable AWS customers with data residency preferences to securely store data in New Zealand. The data centres are expected to be operational in 2024. To launch and operate the Region, the Applicant will, among other activities, enter into service agreements with third party operators of facilities in New Zealand; and purchase from offshore suppliers IT equipment for installation in the facilities".

The price is withheld in the OIO Decision but it is no secret. "Amazon Web Services (AWS) is pressing on with plans to build a giant $7.5 billion data centre in Auckland, after receiving clearance from the Overseas Investment Office. The global giant said the decision was an 'important milestone' and brings it a step closer to delivering world-class computing services to New Zealand".

"'Our investment includes building data centres, buying regional goods and services, operating utilities and facilities, and supporting wages and salaries that contribute to the local economy', AWS Country Manager Tiffany Bloomquist said. The major investment would create 1,000 direct and indirect jobs, Bloomquist said, claiming it would add about $10.8b to the local economy over the next 15 years. The centres would provide cloud-based storage facilities of data, so it could be accessed more quickly by local organisations. Bloomquist said the facilities would help build digital skills and accelerate innovation".

"According to research commissioned by AWS and conducted by Alpha Beta, one million more New Zealand workers or 35% of the country's total workforce, will require digital skills training for their jobs in the next year. The nation is making tremendous strides on its digital transformation journey, and we are committed to strengthening our presence in the global digital economy by making our world-class infrastructure more easily accessible to all Kiwis" (RNZ Business, 28/4/22).

"The Auckland build will become one of 25 AWS data centre regions worldwide. The company has yet to reveal specific locations, among other details, but a wave of data centre building by Microsoft, half Infratil-owned CDC and others is currently underway in Auckland's northwest - which offers both, land newly opened for development, and proximity to international fibre cables and NZ's largest Internet peering exchange".

"A rep for Amazon told the Herald that the sites would not be revealed, 'as this is part of our secure design approach'. ...AWS is the largest of the big three in cloud computing services backed by a series of massive data centres. The Big Three also includes Microsoft and Google. All three were already expanding their cloud computing arms quickly, but the pandemic surge in working from home has turbocharged growth".

"Last year (2020), Microsoft announced a plan to build three data centres in New Zealand and, with construction of the first under way at Westgate in northwest Auckland, is the first of the Big Three to break ground locally. Microsoft has not put a price on its build, but it did require Overseas Investment Office approval, putting it north of the agency's $100m threshold... while it has not yet revealed any data centre plans for NZ, Google did recently announce a local point-of-presence, with an option for larger organisations to take advantage of dedicated bandwidth on a submarine fibre link to its Aussie server farms".

"... Protecting Kiwis' data and privacy is critically important to the Government. Onshore cloud facilities give us stronger control of New Zealand's data because it is held here, where our laws and protections apply," (Digital Economy Minister David) Clark said". (Chris Keall, NZ Herald, 23/9/21).

Amazon Is Byword For Cuthroat Capitalism

The whole sprawling empire that is Amazon has an appalling reputation. Take your pick. Start with a fanatical approach to keeping unions out of its workplaces ("How Amazon Crushes Unions", David Streitfeld, New York Times, 16/3/21) In Watchdog 159 (April 2022) Jeremy Agar reviewed "Fulfillment: Winning And Losing In One-Click America", by Alec MacGillis, a book about the life of Amazon's workers and the company's negative impact on American communities

And the very same New Zealand government that is welcoming Amazon's data centres here was deceived and humiliated by another branch of the Amazon empire very recently. I refer you to my article "Bludgers' Banquet: Help Yourself, It's On The House", in Watchdog 158 (December 2021).

The article is about corporate welfare, and I specifically refer you to the two subsections headed "Amazon Runs 'Rings' Around Government", plus "And Then, Suddenly, Amazon Was Gone". This led to another Minister (Stuart Nash) saying that he was "gutted, very disappointed" by Amazon's 2021 decision to walk away from filming the world's biggest and most expensive TV series, "Lord Of The Rings", in NZ. Amazon does what is in its own interests first, foremost and last. Let's see if NZ fares any better with its data centres.

The full March 2022 Decisions are available here:

Kakariki Joint Venture
Metlifecare Ltd
Grand Arc Land Development Ltd
Pan Pac Forest Products Ltd
Centuria Capital Ltd and associated entities
Ponga Silva Ltd x 2
Ingka Investments Forest Assets NZ Ltd and Ingka Investments Management NZ Ltd
Pine Plantations Private Ltd
Kauri Forestry LP
Mercury Medical Holdings Ltd
Tasman Pine Forests Ltd
Cerberus Vermögensverwaltung GmbH
Totara Forestry LP

APRIL 2022 DECISION

All Major Petrol Retailers Once Again Owned Overseas

The Minister for Land Information and the Associate Minister of Finance approved Ampol Limited Australia (99.06%); New Zealand (0.49%); Various (0.45%) buying 100% of Z Energy Limited New Zealand (55.43%); Australia (29.49%); United States of America (8.76%); United Kingdom (1.76%); United Arab Emirates (1.29%); Switzerland (1.00%); Various (2.27%) for "approximately" $1.96 billion.

CAFCA was asked to comment on this by Newsroom, which wrote to us "...the Overseas Investment Office has published the summary of its Decision approving the purchase of Z Energy by Australian fuel company Ampol - unremarkable apart from the fact it's listed 31 sensitive rural and coastal sites, about half of which Z confirms are previously undisclosed landbank sites for service stations".

CAFCA begs to differ that a nearly $2 billion purchase of an NZ company by a foreign petrol retailer is "unremarkable". On behalf of CAFCA I responded to Newsroom: "Landbanking is a negative practice that happens across several industries - the recent Commerce Commission inquiry into the supermarket duopoly highlighted it. It has also been an issue in post-quake Christchurch, especially in the central city".

"But to me, the central point about Ampol buying Z Energy is this extract from an earlier media story from when the Commerce Commission approved the sale. 'It also means all major petrol retailers in New Zealand will once again be back under foreign ownership'. Coming at the same time as the oil transnationals who own the Marsden Point refinery are closing it down and leaving NZ dependent on shipments from Asian refineries, this reversion to foreign ownership of all of NZ's petrol retailers further puts at risk NZ's fuel security, particularly as the Ukraine War is putting a question mark over global fuel supply and security".

Not Just Petrol, But Craft Beer. It's A Hipster Crisis

And that ill-advised closure of the Marsden Point refinery is having negative impacts into all corners of the NZ economy. For example, take this from regular Stuff columnist Mike O'Donnell (16/7/22) "Up until March this year (2022), most local industries who needed C02 (including hospitality, food processing, carbonated drinks and breweries) used gas produced at the Marsden Point oil refinery. Marsden Point delivered about 70% of the country's food grade CO2 with Kapuni supplying the remainder".

"But in April (2022), the refinery was closed down as its owners changed business models. That left tens of thousands of local businesses dependent on Todd Energy's Kapuni gas field in Taranaki for their C02, or face the very expensive option of importing it out of Malaysia. Almost immediately, bulk gas supply companies like BOC and Air Liquide were forced to put in place rationing to try to protect their customers. Then it got worse. The increased reliance on Kapuni as the only gas producer coincided with a long-term plan by its owners to do maintenance on the plant over the winter, which further throttled production".

"In simple terms then, local businesses are now able to access less than half the food grade CO2 they used to, and at over twice the price of a few years ago with virtually all of it originating from a single throttled back plant. No surprise that businesses are hurting. In our case* it's directly impacting the amount of beer we can put on shelves in bars, cafes and bottle stores. And if it's hard for us with ten years of goodwill and a bit of scale, you can bet it's even harder for a good whack of the other 250+ craft breweries in Aotearoa". * O'Donnell is Chairperson of the Garage Project craft beer company. Ed.

"But it's not just beer. Iconic poultry food company Tegel is feeling the pain and has warned that it might not able to produce multiple food lines. Meanwhile cheese, preserved meats, sparkling wine and ready to eat meals are also affected, according to the Food and Grocery Council, and have flagged possible price rises; as have local lamb companies. Longer term there's got to be a better technical solution. Shorter term it's all going to come down to three factors. Firstly, how long will it take Kapuni to return to full C02 production - and if they will be able to match the previous production and pricing of Marsden Point".

For the record, here is the list of "31 sensitive rural and coastal sites, about half of which Z confirms are previously undisclosed landbank sites for service stations".

1 Hudson Road, Warkworth, Auckland
1/39 Northcote Road, Hillcrest, Auckland
2/39 Northcote Road, Hillcrest, Auckland
41 Northcote Road, Hillcrest, Auckland
2020 Great South Road, Bombay, Auckland
159 Golf Road, Galatea, Whakatane
198 Tararua Road, Levin
13 Johns Road, Belfast, Christchurch
38 Hawke Street, New Brighton, Christchurch
120 Fryatt Street, Dunedin Central, Dunedin
Pirikaha Road, Mangonui, Far North (Black Banner)
280 Paponga Road, Broadwood, Far North (Paponga)
Autawa Road, Tarata, New Plymouth (Autawa)
2775 Mangapoike Road, Whakaka, Wairoa (Te Puna)
368 Kirikau Valley Road, Kirikau, Ruapehu (Kirikau)
1129 Waitawhiti Road, Tinui, Masterton (Pukokino)
Pararorangi Road, Waituna West, Manawatu (Momona)
Whakatomotomo Road, Pirinoa, South Wairarapa (Pirinoa)
42 Wiffens Road, Kekerengu, Kaikoura (Matiawa)
1550 Avon Valley Road, Waihopai Valley, Marlborough
157 Smith Road, Herekino, Far North (Twin Ridge)
127 Campbell Road, Peria, Far North (Campbell Road)
Mangatipona Road, Fordell, Rangitikei (Mangatipona)
Mangahoe Road, Hunterville, Rangitikei (Mangahoe)
14637 Route 52, Alfredton, Tararua (Big Pori)
1154b Makakaho Road, Ngamatapouri, South Taranaki (Pinnacles)
188 Wicks Road, Wendon, Riversdale (Wicks Road)
267 Millricks Line, Linton, Palmerston North (Barracks)
1729 Kawautahi Road, Owhango, Ruapehu (Kokaha Adjusted Boundaries)
872 Kohukohu Road, Far North District, Northland

The full April 2022 Decisions are available here:

Rapturous Harmony Ltd
Cloudy Bay Vineyards Ltd
Voyage Digital (NZ) Ltd
Foley Wines Ltd
Wellington City Transport Ltd
Berry New Zealand Bidco
Partners Life Ltd
Apex Fund Services NZ Ltd
Cerberus Vermögensverwaltung GmbH
Forestry Investments Ltd
Ingka Investments Forest Assets NZ Ltd and Ingka Investments Management NZ Ltd
IKEA New Zealand Ltd
Totara Forestry Services Ltd
KKR Aubergine Inc

MAY 2022 DECISION

It's That Old Favourite Again: Retrospective Consent

There were quite a few Decisions that could have been highlighted from the May 2022 crop - a trans-Pacific undersea cable project; McDonalds and Coke, both transnationals that are household names globally; a courier company; and a housing project involving Fletcher Residential. Wait, why does Fletchers require OIO consent? Because, although it is 52.31% New Zealand-owned, it is also 47.34% Australian-owned, nearly double the 25% foreign ownership which is the legislative definition of a foreign-owned company. So, note that - Fletchers is not a New Zealand company.

But I've chosen to highlight one of the smaller Decisions, because it illustrates a recurring theme of decades of rubber stamping by the OIO and its predecessor, the OIC (Overseas Investment Commission) - namely, the granting of retrospective consents. The OIO approved Seed Force Ltd France (91%), New Zealand (9%) leasing 24 hectares of sensitive land at 1210 and 1216 Shands Road, Christchurch, from Robert Selwyn & Rosemary Jane Paton New Zealand (100%) and John Henry & Helen Sylvia Paton New Zealand (100%).

To quote the OIO: "The Applicant is a seed breeding company which operates across Australasia. The Applicant is ultimately majority owned by widely held French persons and entities. The Land has been leased through two leases since 2018 to allow the Applicant to undertake seed trials and research... A retrospective consent was required as, at the time the leases were entered, the Applicant was unaware that consent under the Act was required and the leases were entered without the required consent".

"The Applicant satisfied the Overseas Investment Office that the breach was inadvertent and that it did not realise that the Land was sensitive land under the Act. As soon as the Applicant realised consent was required, it contacted the OIO to remedy the situation. The Applicant has paid an administrative penalty imposed under the Act".

And how much was that "retrospective penalty"? $10,000. This is just the most recent example of the OIO dishing out a retrospective consent. For example, I subtitled my writeup of the July 2021 Decision "Retrospective Consent; Pocket Money Penalty". I wrote: "This month it's worth highlighting that the OIO and/or the relevant Ministers routinely grant retrospective approvals. There were three in July alone". I chose one of them, because it made the mainstream national media.

"The (New Zealand) Herald asked my opinion of this retrospective consent and accompanying $20,000 administrative penalties (plus a couple of other such penalties) in the July Decisions. I described them as 'laughable'. Such sums are peanuts to those big boys, plus they get what they want retrospectively approved. They'd just factor it in as 'the cost of doing business'".

And so, the farce goes on. I can't think of any other situations whereby wrongdoing is retrospectively approved. Use the search function on the CAFCA Website, type "retrospective consent" and you will get pages of results. In the days of the OIC, we used to say that its' job could be done by a monkey with a rubber stamp. Maybe the OIO has upgraded that to a robot now. Save on the peanuts bill.

The full May 2022 Decisions are available here:

Western Developments Ltd Partnership
BW Digital Pte Ltd
Agright New Zealand OpCo 1 Ltd
Ingka Investments Forest Assets NZ Ltd and Ingka Investments Management NZ Ltd
Cartesian Growth Corporation
SunPork Holdings Pty Ltd
McDonalds Restaurants (New Zealand) Ltd
Fletcher Residential Ltd
Aquila Capital Timber Investment Fund S.A. SICAV-SIF
GeoPost SA
The Coca-Cola Company and Coca-Cola Oceania Ltd
Corisol New Zealand Ltd
CEVA Logistics (NZ) Ltd and CEVA Freight (Australia) Pty Ltd
CC Helios Trust Pte Ltd


Non-Members:

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