Archive | Veritas

Veritas finds Nosh buyer at $4 million price tag

Veritas Investments Ltd has entered into an unconditional agreement to sell wholly owned subsidiary Nosh Group Ltd to Gosh Holding Ltd, a company incorporated yesterday by Sydney-based New Zealand corporate executive Andrew Guy Phillips.

Veritas chair Tim Cook said in an NZX statement that Veritas would sell the business & assets of Nosh as a going concern, and that Gosh had agreed to assume Nosh’s trade creditor liabilities under this transaction.

Mr Cook said the gross consideration was $3.98 million, including about $1.055 million of stock. Completion & payment is due next Friday, 10 February. Mr Cook said Veritas would use the net sale proceeds after post-completion adjustments to repay group bank debt to ANZ Bank.

The sale just squeezes inside an extended deadline set by the bank for disposal of the Nosh chain of upmarket food stores, which Veritas had been trying to franchise after it made a $1.9 million loss for the last year.

The Veritas shell company was formed in December 2011 and made its first acquisition of the Mad Butcher franchisor business in May 2013 through a reverse takeover.

Mr Phillips was company secretary of Sequoia Financial Group Ltd in Australia for the last 4 years, was group financial controller for Aristocrat Ltd and MDS Financial Group Ltd, and has held senior financial & commercial management positions at a number of public & multinational companies in Australia & New Zealand, including oil exploration companies.

He was also director of Auckland company Agri Trust Co Ltd, incorporated in 2012 and wound up in 2015 on the application of Jones Lang La Salle Advisory Services Pty Ltd. Unsecured creditors claimed $152,146. The Agri Trust company was the general partner of Agri Trust LP.

Attribution: Company release.

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Propbd on Q Th7Apr16 – Nosh franchises, Property Council award nominees, EECA awards

Veritas to franchise Nosh stores
Property Council award nominees posted
EECA awards in May

Veritas to franchise Nosh stores

Veritas Investments Ltd said yesterday it would start a programme soon to franchise the existing Nosh Food Market stores to appropriately qualified operators.

2 of the 8 existing Nosh stores, Mt Maunganui & Constellation Drive on Auckland’s North Shore, are fully franchised.

Veritas chair Tim Cook said: “The franchising of Nosh stores has always been part of our vision since we acquired the business 18 months ago. After a comprehensive review & restructure of operations, we are now well positioned to roll out the franchise model for the existing Nosh stores.”

Property Council award nominees posted

The Property Council has posted the nominees for its annual Rider Levett Bucknall national awards, including a new category for health & medical property.

The winners will be announced at Vector Arena in Auckland on Friday 17 June.

Link: Award nominees

EECA awards in May

The Energy Efficiency & Conservation Authority will announce the annual EECA awards at Shed 10 on Queens Wharf on Wednesday 18 May.

Link: EECA awards

Attribution: Company & organisation releases.

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Veritas secures sale of Hamilton bars

Veritas Investments Ltd subsidiary The Better Bar Co Ltd entered into a conditional agreement on Wednesday to sell the business & assets of 3 Hamilton bars for $1 million.

The Veritas board said on 29 October it was working on a number of potential solutions for the 3 bars on Hood St in central Hamilton – Danny Doolans Hamilton, The Good Home Tron and The Honky Tonk.

The buyer is local bar & restaurant owner The Lawrenson Group Ltd (John Lawrenson). The sale is subject to a number of customary conditions for a transaction of this type, such as obtaining counterparty consents under the key contracts of the business. Veritas expects the sale to be completed before the end of the year.

Veritas bought the bar business a year ago.

Earlier story:
Propbd on Q Sun9Nov14 – Veritas buys bar company, NZF deal progresses, Marsden Pt lease, Turners takeover done, Kiwi Income notes to convert

Attribution: Company release.

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Propbd on Q Sun9Nov14 – Veritas buys bar company, NZF deal progresses, Marsden Pt lease, Turners takeover done, Kiwi Income notes to convert

Veritas buys Better Bar Co
NZF progresses reverse takeover talks
New log processor for Marsden Pt
Dorchester completes Turners takeover
Kiwi Income notes convert in December

Veritas buys Better Bar Co

Veritas Investments Ltd has entered into a conditional agreement to buy the business & assets of The Better Bar group of companies as a going concern for $31.2 million. Veritas chairman Mark Darrow said on Friday this acquisition was expected to increase Veritas’ annual revenue to over $90 million/year.

It’s Veritas’ fourth acquisition in the 18 months since it took over the listed shell of Salvus Strategic Investments Ltd, starting with purchase of The Mad Butcher franchisor business in May 2013, a 50% stake in Kiwi Pacific Foods in December and the Nosh Food Market business in September.

The Better Bar group has 11 sites in Auckland & Hamilton, including The Cav, O’Hagan’s, Doolan Brothers & Danny Doolans. The acquisition is conditional on Veritas shareholder approval at its annual meeting this month, and on landlord & key supplier consents, relevant permits & licences being obtained and key management staff transferring their employment to Veritas.

Veritas will pay $23.4 million (75%) of the purchase price in cash, funded by an ANZ Bank facility of up to $25 million, and the remaining 25% through the issue of new Veritas shares.

Subject to shareholders approving the transaction, Better Bar group chairman Richard Sigley will join the Veritas board and Geoff Tuttle will remain chief executive of the bar business.

NZF progresses reverse takeover talks

Struggling NZX-listed financier NZF Group Ltd said on Friday it had executed a non-binding terms sheet with the stakeholders of a potential acquisition target. In conjunction, NZF is considering a restructure of its notes & ordinary share capital.

The terms sheet provides for 2-way due diligence to be completed, followed by a legally binding acquisition contract by Thursday 20 November.

NZF chairman Sean Joyce said the company’s largest noteholder, Nessock Custodians Ltd, an MSL Capital Markets Ltd (McDouall Stuart) company, supported the possible transaction. Nessock had called in May for further investigation of a possible reverse takeover after the directors set a course for liquidating NZF.

New log processor for Marsden Pt

Marsden Maritime Holdings Ltd (ex-Northland Port Corp (NZ) Ltd) has entered into a long-term agreement to lease 2ha bordering the port terminal & existing log debarking facility to an unnamed tenant.

Marsden Maritime chief executive Graham Wallace said on Friday the lessee intended to establish a log processing plant on the site, operating from mid-2015, but a confidentiality agreement prevented the company from elaborating further.

Dorchester completes Turners takeover

Dorchester Pacific Ltd has achieved 100% ownership of Turners Group NZ Ltd after mopping up the outstanding 6.2% of shares through compulsory acquisition in the last week.

Kiwi Income notes convert in December

Kiwi Income Property Trust’s $120 million of 2009 8.95% mandatory convertible notes will convert into ordinary units on 20 December.

The conversion price will be determined & announced on 8 December and notes trading will cease on 15 December. The conversion price will be the lower of a 2% discount to the average of the daily volume weighted average price of the units for the preceding 20 business days (10 November-5 December) or $1.20/unit. The units closed at $1.215 on Friday.

A complication in pricing is that the record date for Kiwi Income’s interim distribution on its units is 2 December, 6 days before the notes pricing date. The value of the cash distribution will be deducted through the price-setting period.

The trust internalised management last December and its management company indicated its intention to move to full corporatisation once the notes matured.

Attribution: Company releases.

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Veritas adds Nosh to its chain of food businesses

Veritas Investments Ltd said on Friday it had entered into a conditional agreement to buy the Nosh Food Market business & assets from Nosh Management Ltd as a going concern.

Veritas took over the listed shell of Salvus Strategic Investments Ltd in 2012 and had its first success in its search for new businesses when it enabled the backdoor listing of the Mad Butcher franchisor business in May 2013. It followed up that acquisition by taking a 50% stake in Kiwi Pacific Foods Ltd in December. Antares Restaurant Group Ltd, which holds the Burger King franchise in New Zealand, remains 50% owner of Kiwi Pacific Foods.

The new find, Nosh, a specialty food business started in 2006, has 7 stores providing fresh New Zealand & international produce. It generates more than $25 million/year in revenue. 5 of the stores are in Auckland, one at Matakana and the other at Mt Maunganui. Nosh Management owns 5 of the stores, part-owns another, and the seventh is operated as a franchise. Veritas will acquire all the Nosh Management interests.

The acquisition is conditional on Nosh Management shareholders’ approval, and landlord & key supplier consents. 88% Nosh Management shareholder Paul Lucas has undertaken to vote in favour, and settlement is expected in early September.

Veritas didn’t put a price on the acquisition, but said it would fund it with an ANZ Bank facility of up to $5 million. Veritas chairman Mark Darrow said the company wasn’t yet decided on whether to pursue a franchise or mixed ownership model for expansion.

Attribution: Company release.

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Listed shell Veritas gets 83% support for rights issue

Published 6 June 2012

NZX-listed shell company Veritas Investments Ltd got 83% support for its 2:1 rights offer, which closed last week.

Independent chairman Mark Darrow said yesterday the issue raised $700,000 of new share capital for the company, increasing share capital by 165% and providing the working capital to pursue the investigation of suitable businesses for it to acquire.

New shares taken up under the rights issue are expected to be allotted on Friday and to start trading on the NZX next Monday. Following allotment, the number of shares on issue will increase from 20.9 million to 55.5 million.

Given the positive response, Mr Darrow said the directors had elected not to place the unexercised rights.

All 3 founding directors of the company under its new name participated in the rights issue. Tim Cook & associate Collins Asset Management Ltd will remain the cornerstone shareholders with a combined 19.99%, managing director Simon Wallace will have 15.74% and Mr Darrow has increased his shareholding to 4.99%.

Veritas took over the listed shell of Salvus Strategic Investments Ltd, changing its name & control on 12-13 March.

Earlier stories:

19 April 2012: Veritas (ex-Salvus) announces rights issue to fund hunt for new business  

4 April 2012: Veritas gets waiver while it hunts for new business

U: The names behind the action, the week to 18 March 2012, part 4, Salvus Asset Management closes after new investors buy listed shell, rename it Veritas

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Attribution: Company release, story written by Bob Dey for the Bob Dey Property Report.

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Veritas (ex-Salvus) announces rights issue to fund hunt for new business

Published 19 April 2012

Veritas Investments Ltd – the former Salvus Strategic Investments Ltd, now a listed shell – said yesterday it intended to raise $835,000 from a 2:1 pro rata renounceable rights issue at 2c/new share, a 69.23% discount to the closing market price of the existing shares on Tuesday. The issue hasn’t been underwritten. Rights trading will open on Friday 4 May and new shares will be allotted on Friday 8 June.

Managing director Simon Wallace said Veritas would use the funds to identify & assess acquisition opportunities to back-door list through the Veritas listed shell, as well as for ongoing running costs & expenses and to repay a loan from one director’s trusts.

The new board had originally indicated it would look to alternative structures to remunerate directors over time, but Mr Wallace said it had decided to revert to the more traditional structure of directors’ fees within the existing cap from April 2012. He said the directors would seek to align their interests with the company by acquiring shares on market.

Salvus, a closed-end investment fund, changed its name & control on 12-13 March, when Collins Asset Management Ltd bought 17.5% of it and the name was changed to Veritas. Its 3 directors are independent chairman Mark Darrow, Mr Wallace & non-independent director Tim Cook (representing Collins Asset Management, directors Bev Collins & Mr Cook).

PKHB Holdings Ltd (Kirsty & Phil Hardie Boys) said on Tuesday it had reduced its Veritas holding from 5.83% to 3.59%.

Lend Lease Corp of Australia bought Mrs Collins’ Primecare retirement village business in 2005. At the last report filed, for the June 2010 year, it showed assets of $445 million, net equity $100 million.

Earlier stories:

4 April 2012: Veritas gets waiver while it hunts for new business

U: The names behind the action, the week to 18 March 2012, part 4, Salvus Asset Management closes after new investors buy listed shell, rename it Veritas

Want to comment? Go to the forum.

 

Attribution: Company release, story written by Bob Dey for the Bob Dey Property Report.

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Veritas gets waiver while it hunts for new business

Published 4 April 2012

Listed shelf company Veritas Investments Ltd has been granted a temporary waiver from NZX listing rules requiring a minimum of 2 independent directors on its board and 3 on its audit committee, of whom a majority must be independents.

What was the closed-end investment fund Salvus Strategic Investments Ltd changed its name & control on 12-13 March, when Collins Asset Management Ltd bought 17.5% of it and the name was changed to Veritas.

It has only 3 directors – independent chairman Mark Darrow, managing director Simon Wallace & non-independent director Tim Cook (representing Collins Asset Management, directors Bev Collins & Mr Cook). All 3 are on the audit committee.

Veritas wanted a waiver for a maximum of a year or until it acquired a new business through a reverse listing. NZX Market Supervision granted the waiver allowing just one independent on the board & committee until 30 September, or sooner if it acquires a new business.

Lend Lease Corp of Australia bought Mrs Collins’ Primecare retirement village business in 2005. At the last report filed, for the June 2010 year, it showed assets of $445 million, net equity $100 million.

Earlier story:

U: The names behind the action, the week to 18 March 2012, part 4, Salvus Asset Management closes after new investors buy listed shell, rename it Veritas

 

Want to comment? Go to the forum.

 

Attribution: NZX release, story written by Bob Dey for the Bob Dey Property Report.

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