Archive | NZF Group

NZF set to become part of Blackwell derivatives trading group

The NZX-listed shell, NZF Group Ltd, said yesterday it had entered into a conditional implementation deed with forex & derivatives broker Blackwell Global Group Ltd for an operational & capital restructure.

NZF chair Sean Joyce said the deed was intended to regulate the manner in which the 2 companies would implement the restructure, which would then go to NZF shareholders for approval.

Blackwell founder & chief executive Chai Kaw Sing (Michael Chai), a Taiwanese wholesale investor, subscribed in February for 16 million new shares in NZF pursuant to a private placement.

Mr Joyce said there were 8 principal objectives under the restructure. He anticipated the special shareholder meeting to consider it would be held in February, and the restructure completed shortly after.

The principal objectives include:

  • the issue of 313,872,866 new ordinary fully paid shares at 0.8c/share by NZF to Blackwell and other investors introduced by Blackwell (&/or their respective nominees) for an aggregate $2,510,982.93
  • the issue of up to 3 million convertible notes to Blackwell &/or its nominee(s), with aggregate face value of $3 million. The notes will accrue interest and the noteholder can convert them to NZF shares at a conversion price of 0.8c/share
  • the appointment of new directors & executives
  • launch of finance company & derivative trading operations, in conjunction with the purchase of certain derivative trading assets from Blackwell, and
  • the issue of up to $6 million of secured bonds to Blackwell &/or third party investors introduced by Blackwell to assist in funding the growth of the finance company operations, and the acquisition of the derivative business assets by NZF.

Earlier story:
27 February 2016: Taiwanese investor keeps NZF Group alive

Link: Blackwell

Attribution: Company release.

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Taiwanese investor keeps NZF Group alive

NZF Group Ltd said yesterday it had entered into an unconditional subscription agreement to issue 16 million new ordinary fully paid shares to Taiwanese wholesale investor Chai Kaw Sing for $125,000, at $0.0078125/share (ie, just under 0.8 of a cent/share).

NZF chair Sean Joyce said the company would use the funds to pay ongoing compliance costs, including NZX listing fees, audit & registry fees, and costs associated with identifying, investigating and potentially consummating a suitable acquisition or investment as part of an operational & capital restructure.

Mr Joyce said Mr Chai had also agreed to provide a further loan facility of $25,000 to help NZF complete a potential transaction on commercial terms. The initial investment entitles Mr Chai to appoint a director to the NZF board.

Mr Chai has 2 New Zealand companies, Blackwell Global Investments Ltd & Blackwell Global Trust Ltd, both owned through a British Virgin Islands company also called Blackwell Global Investments Ltd and both registered in New Zealand as financial service providers, and he has a London-registered company, Blackwell Global Investments (UK) Ltd.

Blackwell NZ said it offered an online trading platform (Blackwell Trader), investment products & research services to a group of private high-net-worth individuals. It was also licensed & regulated by the Cyprus Securities & Exchange Commission, and has been expanding its brokerage internationally.

Link: Blackwell

Attribution: Company release, companies & financial service provider registers.

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NZF Group still looking for reverse takeover parties

Listed shell company NZF Group Ltd’s directors are still looking for a party to undertake a reverse listing after extinguishing all its balance sheet liability attributable to the capital notes.

The restructure of the liability to the holders of the notes was originally contemplated to form part of an overall restructure of the company, involving the acquisition of a business operation, but the company using the process to reverse list pulled out and, in May, NZF’s board called in McDonald Vague to the role of administrators.

In June, the administrators paid out $2.288 million in full & final settlement with noteholders and the deed of company arrangement was terminated on 1 July.

Since then, director & chief executive Mark Thornton said yesterday when the company released its unaudited interim results, the board had sought out other prospective reverse listers and had been approached by several others, but had no firm potential transactions to disclose yet.

NZF had total income of $33,000 for the September half, versus a $559,000 loss for that period last year. It cut operating expenses & staff costs down from $522,000 to $44,000, reducing the half-year loss from $1.081 to $11,000.

Mr Thornton said current cash reserves, and commitments from certain major shareholders & directors to provide limited financial support to the company, “are considered to be sufficient to enable the company to continue as a going concern for a period in excess of 12 months from the date of the financial statements, based on the current level of operating expenditure”.

Attribution: Company release.

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Propbd on Q W16Jun15 – Coke off to Landing, Goodman bond rate, C:Drive lease renewed, DJ’s condition satisfied, NZF exit agreed

Coke signs up for production plant at airport
Goodman bond rate set
ASB renews C:Drive lease early
Kirkcaldie’s seismic condition satisfied
NZF Group proceeds to final payout


Coke signs up for production plant at airport

Coca–Cola Amatil (NZ) Ltd will establish a manufacturing operation at The Landing Business Park at Auckland Airport in a purpose-built, high-tech, 12,000m² building developed by the airport company.

Auckland International Airport Ltd mentioned the development in its interim results presentation in February but didn’t name the tenant.

Coca–Cola Amatil managing director Chris Litchfield said today: “Auckland Airport has the ability to deliver a product which meets our specific requirements. We need to consolidate a number of operations into one, meaning that we require a location that ticks all the boxes in terms of connectivity, security & accessible amenities.”

Airport property general manager Mark Thomson property said Coke’s move highlighted the airport company’s ability to tailor solutions to unique customer requirements: “We are focused on creating a business environment that caters to a wide range of users.  Our extensive landholdings allow Auckland Airport to tailor bespoke solutions, not only for traditional logistics activities but also for technology users & selected manufacturers, such as Coca-Cola Amatil.”

Goodman bond rate set

Goodman Property Trust’s new issue of Goodman+Bonds had their interest rate set at 5%/year today, reflecting a margin of 1.25%/year over the underlying swap rate.

The $100 million of bonds will be quoted on the NZX debt market.

They have an investment grade issue credit rating of BBB+ from Standard & Poor’s. The Goodman trust’s current corporate credit rating is BBB.

The bonds will be issued on 23 June and will mature in 7 years.

ASB renews C:Drive lease early

DNZ Property Fund Ltd said today ASB Bank Ltd had extended the lease term on its C:Drive technology & innovation hub at 33 Corinthian Drive, Albany, by 9 years from expiry on 15 October 2016 to 2025.

The office building has a current rental of $2.8 million/year, $34 million valuation, an 8.24% contract yield and a market cap rate of 7.88%.

Kirkcaldie’s seismic condition satisfied

Australian retailer David Jones Pty Ltd advised Kirkcaldie & Stains Ltd yesterday that one of the 4 conditions for it to take over the Kirkcaldie’s department store in Wellington had been satisfied.

Kirkcaldie’s chairman Falcon Clouston said David Jones was satisfied by the detailed seismic assessment report. The agreement is still conditional on Kirkcadlie’s shareholder approval by 30 July, landlord consent by 2 July and Overseas Investment Office consent by 30 November.

David Jones intends to operate from the Lambton Quay premises from mid-2016.

Earlier story, 5 June 2015: Kirkcaldie & Stains to become a David Jones store

NZF Group proceeds to final payout

NZF Group Ltd’s creditors resolved at the watershed meeting yesterday that the company should execute the deed of company arrangement, which offers a full & final settlement payment to noteholders by the end of this month.

The deed has been executed by the company and the deed administrators, Peri Finnigan & Tony Maginness of McDonald Vague, which ends the administration begun on 21 May.

The deed allows for the deed administrators to distribute available funds to creditors, with senior creditors being paid in priority to noteholders. Noteholders will be paid in proportion to the face value of their capital notes registered at the record date of 25 June.

The administrators said they anticipated that noteholders would receive about 12.7c:$1, with no interest.

Earlier story, 12 June 2015: 12.8c return estimate for NZF noteholders

Attribution: Company releases.

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12.8c return estimate for NZF noteholders

NZF Group Ltd administrator Peri Finnigan, of McDonald Vague, said yesterday she expected holders of the company’s capital notes to get back 12.8c:$1.

The administrators will hold a watershed meeting will be held on Monday 15 June where creditors will consider a proposal for the repayment of amounts owing to them.

Ms Finnigan said this payment would be conditional on approval of the proposals at the watershed meeting and might vary from 12.8c as final reconciliations in the course of the administration are completed.

The notes’ value dropped from $18 million in the 2014 accounts to $2.238 million in the March 2015 accounts.

The accumulated deficit fell from $26.45 million last year to $9.478 million – $47,000 short of the $9.525 million of share capital. Spread among 110 million shares, that $47,000 represents 4c/share.

Attribution: Company release.

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Propbd on Q W3Jun15 2 – Colliers lists in own right, NZF wind down underway

Colliers lists in its own right in US & Toronto
NZF Group begins voluntary administration process

Colliers lists in its own right in US & Toronto

Real estate consultancy Colliers International Group Inc became listed in its own right on NASDAQ & the Toronto Stock Exchange on Monday, in a split from its former parent, First Service Corp.

FirstService’s residential arm is the largest manager of residential communities in the US & Canada, and FirstService Brands is one of the largest providers of property services. The rationale for the split was that they had different business models, fundamentals & capital requirements from Colliers.

First Service bought into part of the Colliers business in 2004. In the split, which shareholders approved on 21 April, Colliers has taken over the First Service listing and First Service has become a separate new entity.

It marks the first time since Jardine Matheson of Hong Kong bought into the original Australian Colliers’ Asian business in 1991 that Colliers hasn’t been part of some other entity.

NZF Group begins voluntary administration process

NZX-listed NZF Group Ltd has held the first meeting of creditors as part of its voluntary administration process and resolved that Peri Finnigan & Tony Maginess (McDonald Vague) remain the administrators.

Chairman Sean Joyce said the watershed meeting for the purposes of the voluntary administration process would be held during the week starting 15 June.

Attribution: Company releases.

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NZF appoints administrator

NZF Group Ltd’s board resolved on Thursday to appoint Tony Maginness of McDonald Vague as administrator of the company.

NZF chairman Sean Joyce said that appeared the most effective course to facilitate distribution of the company’s funds to holders of capital notes.

Mr Joyce said once those material liabilities were settled in full, NZF would essentially be debt-free. He said it would maintain its NZX main board listing and be well placed to investigate a capital & operational restructure.

Earlier stories: Propbd on Q Sun10May15 – Kerr v Barnes stoush, NZF chooses cleanest exit, Warehouse bond, Warehouse Q3 sales up
29 April 2015: Propbd on Q W29Apr15 – Kirkcaldie’s loss, new levy on SkyCity, Allied Farmers placements, Argosy revaluation & sale, NZF deal falls over
11 March 2015: 
Inventory Technologies raises capital ahead of proposed NZF reverse takeover
7 August 2014: Propbd on Q Th7Aug14 – NZF decider lacks quorum, QV sees value slowdown, 3 apartments sell, all passed in at Barfoots

Attribution: Company release.

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Propbd on Q Sun10May15 – Kerr v Barnes stoush, NZF chooses cleanest exit, Warehouse bond, Warehouse Q3 sales up

Kerr presents $22 million-plus demand and Barnes rejects it
NZF board opts for voluntary administration
New Warehouse bond offer
Warehouse Q3 sales up 4.3%

Kerr presents $22 million-plus demand and Barnes rejects it

Pyne Gould Corp Ltd (headed by George Kerr, now of London) said on Friday it had demanded $22.2 million to finalise its sale of Perpetual Trust Ltd to Bath Street Capital Ltd (Andrew Barnes).

Bath Street promptly rejected the demand.

Pyne Gould said: “In addition to the consideration received by Pyne Gould at the completion of the Perpetual Trust sale in January 2014 ($12.344 million, as previously announced), the sale agreement provided for further consideration payable to Pyne Gould on the occurrence of certain corporate events. There was no floor & no cap on this further amount.

“In April 2014, Pyne Gould and interests associated with Bath Street agreed a variation providing that, in consideration for a payment to Pyne Gould of $22.2 million, the further consideration obligation to Pyne Gould under the previous arrangements would be extinguished.

“Pyne Gould’s view, based on the agreement, is that the payment is due. As it has not yet been received, Pyne Gould has now formally requested payment of the $22.2 million, plus interest & costs, from Bath Street and will pursue that.

“Pyne Gould expects to fully recover the $22.2 million. However, for the purposes of the 31 December 2014 half-year accounts, it was revalued to $19.3 million by independent valuer Grant Thornton. With Grant Thornton’s recent appointment to be Pyne Gould’s auditors, Pyne Gould will appoint a new independent valuer to consider the matter should the amount still be outstanding at 30 June 2015.”

It took a bit more work than Mr Kerr has outlined to get to that point, as you can see from my 1 February story (link below). I wrote in February from notes to Pyne Gould’s June accounts: “Receipt of the money depended on the purchasers of Perpetual Trust Ltd, Bath Street Capital Ltd & Andrew Barnes, listing the shares of a newly incorporated company on the NZX main board. The listing didn’t happen.”

While Mr Kerr said the $22 million was classified as a receivable in the June 2014 accounts, its appearance in the income statement as a gain on disposal turned it into real dollars. In January he said: “Given the current status of the outstanding amount, as at today’s date, it will be reclassified in PGC’s accounts to 31 December 2014 (due for market release by the end of February) as ‘an available for sale financial asset’.”

Bath Street said on Friday the price wasn’t set, but would be up to $22 million depending on the price:earnings multiple at which a subsidiary company was listed.

Bath Street said the subsidiary had continued to evaluate listing, but there was no timetable for this event in the agreement with Pyne Gould.

Earlier stories:
1 February 2015: PGC fesses up over conditional, non-existent profit
17 January 2014: Pyne Gould completes Perpetual sale

NZF board opts for voluntary administration

NZF Group Ltd’s board said on Friday it had resolved to initiate the process to place the company in voluntary administration.

The deal the board had hoped to use for a reverse takeover fell through at the end of April when “internet of things” company Inventory Technologies Ltd resolved not to proceed.

Chairman Sean Joyce said that, since then, the board had been considering options to expedite a timely distribution of funds to the holders of NZF capital notes.

After taking specialist advice, the board felt voluntary administration was the best course. Mr Joyce the board was discussing that with an independent specialist and a formal appointment was expected within 10 days.

Earlier stories:
29 April 2015: Propbd on Q W29Apr15 – Kirkcaldie’s loss, new levy on SkyCity, Allied Farmers placements, Argosy revaluation & sale, NZF deal falls over
11 March 2015: Inventory Technologies raises capital ahead of proposed NZF reverse takeover
7 August 2014: Propbd on Q Th7Aug14 – NZF decider lacks quorum, QV sees value slowdown, 3 apartments sell, all passed in at Barfoots

New Warehouse bond offer

The Warehouse Group Ltd announced an offer of 5-year unsecured, unsubordinated, fixed-rate bonds on Friday to refinance its $100 million senior bond maturing on 15 June and for general corporate purposes.

The retailer will seek up to $100 million, and oversubscriptions taking it to a maximum $125 million. The $75 million general offer will be open to institutional investors and members of the public resident in New Zealand, and a $25 million exchange offer will be made to NZ-resident holders of the maturing bonds.
The Warehouse expects the interest rate to be set though a bookbuild on Tuesday 19 May, in an indicative range of 5.30-5.55%/year, and the offer to open the next day.

Warehouse Q3 sales up 4.3%

The Warehouse said its third-quarter sales were up 4.3% on a year earlier, and same-store sales grew in all 4 retail categories:

  • The Warehouse (red sheds), same-store up 3.3%, total up $14.1 million (3.8%) to $381.1 million
  • Warehouse Stationery (blue sheds), same-store up 2.1%, total up $2 million (2.9%) to $70.2 million
  • Noel Leeming, same-store up 0.9%, total up 5.4% ($7.9 million) to $154.8 million
  • Torpedo7, total sales up 8.5% ($2.4 million) to $30.6 million

Overall sales rose from $610.3 million to $636.7 million (but the company dropped $1.6 million off this figure).

Attribution: Company releases.

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Inventory Technologies raises capital ahead of proposed NZF reverse takeover

A $1.08 million capital-raising by Inventory Technologies Ltd has lifted the reverse takeover price for NZX-listed shell NZF Group from $5 million to $6.08 million.

Auckland-based former property financier NZF and Christchurch-based “internet of things” company Inventory Technologies agreed terms for the reverse takeover in December, but said yesterday the capital-raising shouldn’t wait for the takeover process to be completed.

Inventory Technologies raised the $1.08 million it needed from a number of third-party investors, and their shares will be included in the takeover, at the same price of 25c/share.

NZF Group investors still have to vote on the takeover. The company said on 2 March it had received initial feedback on the documentation from the trustee for the capital noteholders and from the Financial Markets Authority.

NZF chairman Sean Joyce said the documentation was being refined and he anticipated it would be submitted to NZX Regulation, the Takeovers Panel & the Financial Markets Authority this week.

Earlier story:
3 December 2014: NZF outlines its reverse takeover

Attribution: Company release.

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NZF outlines its reverse takeover

NZF Group Ltd said on Monday it had entered into a conditional agreement with the stakeholders of Inventory Technologies Ltd to acquire 100% of Inventory Technologies, enabling its reverse NZX listing through the NZF shell.

Inventory Technologies is an “internet of things” company based in Christchurch and is seeking to revolutionise inventory measurement & management in healthcare internationally. It’s developed a proprietary, live, touch-sensitive sensor called Cleversense, a technology that is now ready for commercialisation. Cleversense is a scalable platform technology that senses the physical presence of people & user stock interactions.

Inventory Technologies is owned by Peter Montgomery & Peter Gillman. Mr Montgomery has an extensive background in the capital markets as the founder of Mooring Systems Ltd, which listed on the NZSX in 2001. It developed technology with the invention of MoorMaster, a shore-based automated vacuum mooring system for large merchant ships. Mooring Systems merged with the Cavotec Group of the Netherlands in 2007 to form Cavotec MSL Holdings Ltd, then listed on the NASDAQ OMX Nordic in 2011. Mr Montgomery also founded Tradevine Ltd, which Trade Me Ltd acquired in 2012.

Mr Gillman has been involved in safety-related industries for 25 years and is the managing director of Christchurch-based Acardo Workplace Safety & General Medical Supplies Ltd.

Inventory Technologies isn’t generating any meaningful revenue streams, but the NZF board and the executive of Inventory Technologies said the prospects of the business were strong and the company had a material first-mover opportunity to scale & grow its business internationally.

NZF chairman Sean Joyce said that, under the agreement, NZF would acquire 100% of Inventory Technologies’ shares for $5 million, which would be satisfied by the issue of new NZF shares.

NZF is proposing to acquire capital notes from its noteholders for 11c cash plus 89 new ordinary shares (an aggregate $2 million, and an issue price of 1c/share). Noteholders would also be asked to forgive all accrued but as yet unpaid notes interest, which would be taxable if paid out.

The shares would then be consolidated down to 6 million, of which the noteholders would hold about 94%.

The Inventory Technologies owners will get 20 million new ordinary fully paid shares with an issue price of 25c/share.

NZF anticipates holding meetings of noteholders & shareholders in February to approve the proposal.

Attribution: Company release.

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