DATE: 29 May 2025
The consolidation of
Northland’s key infrastructure assets into a single
ownership entity took a step closer to becoming a reality
today, positioning both Northport Limited and Marsden
Maritime Holdings Limited (NZX: MMH) for growth
opportunities.
This followed a meeting of MMH
shareholders who approved the scheme of arrangement
(“scheme”) involving the buyout of non-Northland
Regional Council (“NRC”) shareholders in MMH at $5.60
per share by a consortium comprising NRC, Port of Tauranga
(“POT”) and Tupu Tonu (Ngāpuhi Investments Fund
Ltd, or “TT”).
In a joint statement the consortium
partners said: “Ours is an important strategic partnership
that enables us to speak with one voice on any development
of these key Northland assets. Our consortium represents
both Northland locals and investment for iwi and hapū
settlements, alongside the expertise of New Zealand’s
largest and most efficient port operator, POT. Together we
look forward to working with the government on solutions
that will not only benefit the local community but also New
Zealanders in delivering efficient import and export
logistics solutions. Substantial investment will be required
from all stakeholders to develop Northport and the land
holdings of MMH. But today’s successful vote is a
significant step forward in bringing together a united
commercial ownership structure capable of moving efficiently
in achieving development goals.”
The consortium’s
$5.60 per share offer was within the value range assessed by
independent advisers, Grant Samuel, and entry into the
Scheme Implementation Agreement to give effect to the scheme
was unanimously supported by the independent directors on
the MMH board. At a meeting in Whangārei MMH
shareholders approved the scheme paving the way for the
delisting of MMH shares from the NZX, and bringing full
control of Northport under a single
ownership umbrella. Prior to implementation of
the scheme in late June 2025, MMH owns 50% of Northport, and
POT the other 50%.
Advertisement – scroll to continue reading
The shareholding of the consortium
comprises, NRC holding 43%, TT 7% and POT 50%. NRC and POT
will have equal decision and voting rights. NRC has also
committed to set aside a further 7% of its shareholding for
other iwi and hapū that could form part of a future Treaty
settlement negotiated between iwi and hapū and the Crown,
with those shares purchased by the Crown from NRC at market
value. Together this provides an opportunity for 14% of
Northport to be owned by iwi and hapū of Te
Taitokerau.
• NRC comments – Geoff
Crawford, Chair
“Partnering with POT and TT brings
real strength and alignment to this strategic
initiative. This is our single largest investment
and a hugely important asset for the future of Te
Taitokerau. We believe the consortium represents a
better way to structure our investment which will over time
have improved benefits and outcomes for our region.
Importantly, this proposal keeps ownership of the port
in New Zealand, gives Northland a bigger stake and influence
over the future direction of this regionally significant
infrastructure asset, while at the same time further
strengthens our strategic partnership with the country’s
largest port operator. Our investment in the consortium
taking over MMH, significantly increases our holding in the
port. I note that our contribution to the proposal is not
expected to have any impact on rates. We are funding this
extra investment through a mix of borrowing and proceeds
from non-strategic assets sales.”
• TT
comments – Ben Dalton, Chair
“We are pleased to be
working closely with NRC to ensure that Ngāpuhi
interests are reflected in the ownership and future
of MMH and Northport. We are excited by the prospects
that this new partnership brings. Our participation is an
example of the commercial capability of TT to invest in
Northland, giving confidence that we are serious about
securing an ownership interest in strategic regional assets
like the port, for the future, and to ensure ownership
remains in the North.”
• POT comments –
Leonard Sampson, Chief Executive
“We strongly
support the rationalisation of the structure and the logic
of merging the port with the surrounding land. This
simplified structure positions the port operations for any
commercial growth
initiatives.”
Implementation of the
scheme
The next step towards implementation
is an application to the High Court to be heard on 13 June
for final orders from the court to approve the scheme.
Assuming final orders are made the scheme is scheduled to be
implemented around 26 June 2025.
Future Port
expansion a separate decision
While the
consortium parties have agreed to work together, at this
stage no decisions have been made by the
consortium on the future expansion of the port or
capital requirements to achieve this.
About
NRC
Northland Regional Council has had a
major shareholding in commercial port-related activities in
Te Taitokerau / Northland since the 1980’s. There
have been changes over time, with NRC originally owning
72.3% of MMH (previously known as Northland Port
Corporation) – a publicly-listed company on the NZX, but
today NRC retains a majority shareholding of 53.6% in
MMH. MMH owns 150ha of commercial property in Marsden
Point along with a 50% shareholding in Northport Ltd
(“Northport”), a deep-water commercial port. Port of
Tauranga owns the other 50% of Northport. The change in
ownership and control of this strategic asset required
public consultation and an amendment to the council’s Long
Term Plan 2024-2034, which happened in March/April – more
information about that process is available at www.nrc.govt.nz/MMHproposal
About
TT
Tupu Tonu is a Crown-owned investment
company tasked with acquiring and building a portfolio of
commercial assets that can be offered in future Treaty
settlement negotiations with Ngāpuhi. To date, Tupu Tonu
has invested approximately two thirds of its $150m initial
capital allocation in a range of whenua-based and strategic
sectors such as infrastructure and energy, primary
industries and commercial property.
About
POT
Port of Tauranga (NZX:POT) is New
Zealand’s largest port and international freight hub. It
has container and bulk cargo wharves in Tauranga connected
via road and rail to inland ports in Hamilton and Auckland.
Its investments include a 50% shareholding in Northport, a
50% shareholding in PrimePort Timaru, a 50% shareholding in
logistics company Coda and a 50% shareholding in Ruakura
Inland
Port.
