Archive | NZF Group

Listed shell NZF becomes Blackwell on Monday

NZX-listed NZF Group Ltd has finally succeeded in transforming itself from a listed shell into a company with a future. It will change its name on Monday to Blackwell Global Group Ltd.

On Friday, NZF issued 313.8 million new shares to Blackwell Global Group, its managing director, Taiwanese wholesale investor Chai Kaw Sing (Michael Chai), and local associate James Law, raising $2.5 million. It also issued $500,000 of convertible notes to Blackwell.

Mr Chai, real estate agency owner Mr Law & lawyer Ewe Leong Lim have become directors, director Mark Thornton reverts to his role as chief executive and the 2 directors who’ve worked on keeping NZF alive, chair Sean Joyce & lawyer Craig Alexander, will stay on as independent directors.

As Blackwell, NZF will launch a new finance company operation, acquire assets related to a derivative trading operation and launch a new derivatives trading operation.

NZF listed as NZ Finance Holdings Ltd in 2004, with Huljich family interests in a cornerstone role. Its business was focused on mortgage lending. It struggled through the global financial crisis. Then, at the end of 2010, its affairs began to unravel. For more on the background, click on the 9 June story below.

Earlier stories:
23 June 2017: NZF passes resolutions to become Blackwell
9 June 2017: Listed shell NZF calls meeting on future as Blackwell finance & derivatives business

Attribution: Company release.

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NZF passes resolutions to become Blackwell

NZX-listed shell company NZF Group Ltd’s shareholders passed all 9 resolutions at a special meeting yesterday, called to implement a capital & organisational restructure which will see it formally become part of Taiwanese wholesale investor Chai Kaw Sing (Michael Chai)’s Blackwell Global Group.

The restructure is scheduled to be settled in the second week of July.

Under the proposal, NZF will change its name to Blackwell, Mr Chai & 2 local associates – real estate agency owner James Law & lawyer Ewe Leong Lim – will become directors, current director Mark Thornton will revert to his role as chief executive and the 2 directors who’ve worked on keeping NZF alive, chair Sean Joyce & lawyer Craig Alexander, will stay on as independent directors.

Mr Chai will invest $2.5 million (at 0.8 of a cent/share) to capitalise NZF and will pay the existing directors the fees they haven’t taken while they’ve been searching for a future for the company (about $75,000 each).

As Blackwell, NZF will launch a new finance company operation, acquire assets related to a derivative trading operation and launch a new derivatives trading operation.

It will raise new debt through the issue of up to $3 million of convertible notes and secure third-party debt finance through the issue of up to $6 million of secured bonds.

Earlier story:
9 June 2017: Listed shell NZF calls meeting on future as Blackwell finance & derivatives business

Attribution: Company release.

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Listed shell NZF calls meeting on future as Blackwell finance & derivatives business

NZX-listed shell company NZF Group Ltd has called a special meeting of shareholders to consider the implementation of a capital & organisational restructure which will see it formally become part of Taiwanese wholesale investor Chai Kaw Sing (Michael Chai)’s Blackwell Global Group.

Mr Chai’s investment in NZF since February 2016 has kept the listed shell alive. NZF entered into a conditional implementation deed with Blackwell last November, and the proposal for the meeting on Thursday 22 June sticks to that plan.

Under the proposal, NZF will change its name to Blackwell, Mr Chai & 2 local associates – real estate agency owner James Law & lawyer Ewe Leong Lim – will become directors, current director Mark Thornton will revert to his role as chief executive and the 2 directors who’ve worked on keeping NZF alive, chair Sean Joyce & lawyer Craig Alexander, will stay on as independent directors.

Mr Chai will invest $2.5 million (at 0.8 of a cent/share) to capitalise NZF and will pay the existing directors the fees they haven’t taken while they’ve been searching for a future for the company (about $75,000 each).

As Blackwell, NZF will launch a new finance company operation, acquire assets related to a derivative trading operation and launch a new derivatives trading operation.

It will raise new debt through the issue of up to $3 million of convertible notes and secure third-party debt finance through the issue of up to $6 million of secured bonds.

NZF released an explanatory memorandum & an independent appraisal yesterday. The proposed subscription price of 0.8 of a cent is above the original price Mr Chai paid last year, (0.78125 of a cent) and far above the, asset backing as at 30 September 2016, which was a negative 0.1c/share.

The independent view

The independent report by Simmons Corporate Finance Ltd (Peter Simmons & Annette Tills) noted: “The non-associated shareholders currently hold shares in a company with total equity of negative $398,000 as at 31 March 2017 and whose shares have been suspended from trading on the NZX main board since 4 April 2014. If the company were to be liquidated, there would be no return to the non-associated shareholders.”

If they reject any one of the 9 resolution before them, the restructure won’t proceed and NZF would either remain as a listed shell or be liquidated.

Not surprisingly in those circumstances, the Simmons report concluded: “We consider the issue price of the shares under the Blackwell Associates allotment and the convertible notes conversion of 0.8 of a cent/share to be advantageous (and therefore fair) to the non-associated shareholders as it is higher than our assessment of the current value of NZF’s shares.”

About Blackwell

Mr Chai has 2 New Zealand companies now, 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.

New directors

James Law Realty Ltd founder & chief executive James Law has 10 years’ experience in the business and commercial & residential real estate sector, and holds an MBA and a BCom degree in marketing & information systems. According to the explanatory memorandum, Mr Law’s expertise is in “time management, technology, business and commercial & residential real estate. With James’ involvement, the group can benefit from his intimate knowledge in the area of mezzanine financing and obtain insights to the key developments of the property development sector in New Zealand, which is believed to have a direct influence on the group’s core business in mortgage lending.”

The other proposed new director, Ewe Leong Lim, is an Auckland partner at law firm Anthony Harper specialising in corporate & commercial law. He has MPhil (commercial laws with first class honours) & LlB degrees LLB Ewe Leong is a partner of Anthony Harper, Lawyers, and specialises in corporate & commercial matters. His practice areas include acquisitions, divestments, cross-border investments, securities and governance matters. He is a member of the Institute of Directors and Governance New Zealand. Ewe Leong holds a Bachelor of Laws and Masters of Philosophy (Commercial Law) (Hons) from Auckland University and has been practising law since 1987.

A Huljich creation

NZF listed as NZ Finance Holdings Ltd in 2004, with Huljich family interests in a cornerstone role. Its business was focused on mortgage lending.

It struggled through the global financial crisis. Then, at the end of 2010, its affairs began to unravel. Former chair Richard Waddel resigned on 31 December 2010, founder & former managing director John O’Callaghan resigned on 15 March 2011 because of his continuing ill health, and director Peter Huljich resigned on 12 April 2011, a fortnight after his private company, Huljich Wealth Management (NZ) Ltd, sold its KiwiSaver business and a fortnight before he was back in court on Securities Commission charges of misleading prospective investors by misrepresenting the investment performance of the scheme’s funds in offer documents in 2008-09.

Mr Huljich, now out of the boardroom, was fined in December 2011. In the meantime, NZF withdrew its prospectus and subsidiary company NZF Money Ltd went into receivership. In 2012, NZF and its partner in the Pero Mortgage businesses, Liberty Financial Ltd, went to battle and NZF Money’s receivers got a freezing order over the listed parent’s assets.

Link: Blackwell

Earlier stories:
16 November 2016: NZF set to become part of Blackwell derivatives trading group
27 February 2016: Taiwanese investor keeps NZF Group alive
12 June 2015: 12.8c return estimate for NZF noteholders
25 May 2015: NZF appoints administrator
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
4 April 2014: NZF board concedes restructure defeat, will recommend liquidation

Attribution: Company release, documents.

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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

11.40pm:

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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