Redacted Notice of Decision 202000228.pdf

Overseas Investment Office
Radio New Zealand House
155 The Terrace
Our Ref: 202000228
PO Box 5501
Wellington 6145
3 August 2020
New Zealand
TO: Resources Investment Pte. Ltd
+64 4 460 0110
www.linz.govt.nz
BY EMAIL
Catherine Reid, Intorn Kam
CONSENT FOR YOU TO ACQUIRE 100% of the shares in Zindia Timber Assets
Limited
ACT
Dear Catherine
1.
We1  have  now  considered,  and  approved,  your  application  for  consent  to
acquire  100%  of  the  shares  in  Zindia  Timber  Assets  Limited  which  owns
approximately 657.7734 hectares of land in the Marlborough Sounds.
2.
We  enclose  a  copy  of  the  decision.    You  will  see  it  contains  some  important
details  of  the  consent  you  have  been  given,  and  of  the  conditions  you  must
meet.
INFORMATION
3.
These  include  standard  conditions  that  apply  to  all  overseas  people  who  are
given consent to acquire sensitive New Zealand land.  They also include special
conditions  that  apply  only  to  you  and  were  important  considerations  that
particularly influenced our decision to give consent.
4.
The  conditions  are  about  the  things  you  must  do  in  order  to  be  allowed  to
acquire, and keep, the land.  They also require you to provide information to us
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either regularly or when particular events occur.
5.
Please  read the conditions carefully  and  make  sure you  put processes
in place so you can meet them.  This is important because if you do not
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meet the conditions, you may be required to dispose of the land and/or
be subject to fines or other penalties.
6.
You can find information about these penalties and how we monitor and enforce
them  on  our  website  at:  http://www.linz.govt.nz/regulatory/overseas-
investment/enforcement.
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7.
Your legal advisers can advise you about the conditions and about the
consequences of failing to comply with them, but only you are responsible for
complying with them.
8.
We made some minor amendments to wording of the conditions since we
requested your comment on them. In particular, we clarify that special
conditions 2 and 3 do not require you to plant trees in areas identified as
archaeological sites on the Land.
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1 Your consent has been granted either by the Associate Minister of Finance and the Minister of Land
Information, or by a manager at the Overseas Investment Office, acting under delegated authority
from the Chief Executive of Land Information New Zealand.

9.
We note that the Applicant must ensure it meets any other legal obligations
relating to archaeological sites identified on the land, despite no existing
arrangements being identified in relation to these sites. More information can
be found on Heritage New Zealand’s website at:
https://www.heritage.org.nz/protecting-heritage/archaeology/standard-
archaeological-authority-process or if you have specific questions you may wish
to contact them: https://www.heritage.org.nz/contact-us .
10. We look forward to hearing about the progress of your investment.
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Yours sincerely
Charlie Hulley
INFORMATION
Solicitor
Overseas Investment Office
DDI: +64 4 474 0905
Email: [email address]
OFFICIAL
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Consent for Overseas Person to Acquire Sensitive New Zealand Land
Read this consent carefully - you must comply with all the conditions. If you do not, you may
be required to dispose of the land and/or be subject to fines or other penalties.
Consent
Decision date: 03 August 2020
The following people have been given the following consent:
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Case
202000228
Consent type
One-off Consent (forestry activities) for an overseas
investment in sensitive land.
Consent holder/s
Resources Investment Pte. Ltd (company number
202006335D) (you or the Consent Holder)
INFORMATION
Consent
The Consent Holder may acquire 100% of the shares in Zindia
Timber Assets Limited (company number 6338193) which
owns the Land, subject to the Conditions set out below.
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Land
Approximately 657.7734 hectares of freehold land in the
Marlborough Sounds, being the land contained in records of
title:
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• MB5A/669, MBA5A/670, MB5A/671, MB5A/672,
MB5A/675, MB5A/676, MB5A/677, MB5A/678,
MB5A/685, MB5A/686, MB5A/687, MB5A/688,
MB5A/689, MB5A/690, MB5D/1039 MB5D/1474
(known as Arapawa Forest); and
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• MB2D/1292, MB3E/992, MB5D/752 (known as Queen
Charlotte Forest).
Use-by Date
01 August 2021
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Conditions
Your Consent is subject to the special conditions, standard conditions and reporting
conditions (Conditions) set out below. You must comply with them all. Be aware that if you
do not comply with the Conditions you may be subject to fines or other penalties, and you
may also be required to dispose of the Land.
In the Consent and the Conditions, we refer to the Overseas Investment Office as OIO, us or
we.
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Special conditions
You must comply with the following special conditions. These apply specifically to this
Consent and include conditions that we must impose under the Act.
Definitions
Act means the Overseas Investment Act 2005.
Nurse’s Cottage means the three-bedroom cottage used by the New Zealand Nurse’s
Organisation in Opua Bay, Marlborough Sounds, which is not located on the Land but is
sometimes accessed via a private road on the Land.
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Queen Charlotte Forest Buildings means the four-bedroom cottage and three-bedroom
cottage located in the Queen Charlotte Forest.
Regulations means the Overseas Investment Regulations 2005.
Any term or expression that is defined in the Act or Regulations and used, but not defined, in
this consent has the same meaning as in the Act or Regulations.
Details
Required date
INFORMATION
Special condition 1: land must be used for forestry activities
The Land must be used exclusively, or nearly exclusively, for
At all times.
forestry activities except as otherwise permitted by these
Conditions.
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If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
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Special condition 2: land harvested in 2017 must be replanted
The area of unstocked land (approximately 73.5 hectares)
By 1 October 2022
that was harvested in 2017 must be replanted with a crop of
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trees.
This condition does not require you to plant trees in areas
identified as archaeological sites on the Land.
If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
Special condition 3: trees must be replanted after harvest
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You must replace each crop of trees you harvest with a new
Within two years of
crop of trees (Replant).  You may Replant on a like-for-like
harvest (or as otherwise
basis or on any similar basis.
permitted by this
condition).
This condition does not require you to:
1.
Replant the Land with the same species of tree or use
the same silvicultural regime; or
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2.
do anything in breach of any other Act, regulation, rule,
bylaw, or that is otherwise contrary to law.
3.
plant or replant trees in areas identified as
archaeological sites on the Land.
This condition does not limit special condition 1.
If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
Special condition 4: residential use restrictions
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The Land must not be used, or held for future use, for any
At all times.
residential purposes except for:
1.
worker accommodation in accordance with section
16A(4)(c) of the Act; or
2.
as otherwise permitted by these Conditions.
This condition does not prevent the Consent Holder from
allowing local iwi to occasionally use the Queen Charlotte  INFORMATION
Forest Buildings for its nature school project (Iwi Nature
Education Use).
If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
Special condition 5: existing arrangements
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You must implement and maintain any existing arrangements
At all times.
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in respect of the Land that are for a specified purpose as set
out in Regulation 29 of the Regulations (Arrangements).
You must implement and maintain all Arrangements,
including:
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1.
specific Arrangements set out in these Conditions; and
2.
Arrangements you did not identify in your application for
consent.
If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
Special condition 6: specific Arrangements
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You must allow access to the Nurse’s Cottage via the private
At all times.
road on the Land on the same terms as were present when
you entered the Share Sale Agreement on 7 April 2020, as
summarised in Schedule 1.
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If you do not comply with this condition, standard condition 6
will apply and we may require you to dispose of the Land.
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INFORMATION
OFFICIAL
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Standard conditions
You must also comply with the standard conditions set out below. These apply to all
overseas people who are given consent to acquire sensitive New Zealand land, including
you:
Details
Required date
Standard condition 1: acquire the Land
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You must acquire the Land:
As stated in the Consent.
1.
by the date stated in the Consent.
If you do not, your Consent will lapse or become invalid
and you must not acquire the Land, and
2.
using the acquisition, ownership and control structure
you described in your application.
Note, only you – the named Consent Holder - may
acquire the Land, not your subsidiary, trust or other
INFORMATION
entity.
Standard condition 2: tell us when you acquire the Land
You must tell us in writing when you have acquired the Land.
As soon as you can, and
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Include details of:
after Settlement.
1.
the date you acquired the Land (Settlement),
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2.
consideration paid (plus GST if any),
3.
the structure by which the acquisition was made and
who acquired the Land, and
4.
copies of any transfer documents and Settlement
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statements.
Standard condition 3: allow us to inspect the Land
Sometimes it will be helpful for us to visit the Land so we can
At all times.
monitor your compliance with the Conditions.
We wil  give you at lea
RELEASED  st two weeks’ written notice if we want
to do this.
You must then:
1.
Allow a person we appoint (Inspector) to:
(a)
enter onto the Land, including any building on it,
other than a dwelling, for the purpose of
monitoring your compliance with the Conditions
(Inspection),
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(b)
remain there as long as is reasonably required to
conduct the inspection,
(c)
gather information,
(d)
conduct surveys, inquiries, tests and
measurements,
(e)
take photographs and video records, and
(f)
do all other things reasonably necessary to carry
out the Inspection.
2.
Take all reasonable steps to facilitate an Inspection
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including:
(a)
directing your employees, agents, tenants or
other occupiers to permit an Inspector to conduct
an Inspection,
(b)
being available, or requiring your employees,
agents, tenants or other occupiers to be available,
at all reasonable times during an Inspection to
facilitate access onto and across the Land. This
includes providing transport across the Land if INFORMATION
reasonably required.
During an Inspection:
(a)
we will not compel you and your employees,
agents, tenants or other occupiers to answer our
questions or to let us look at, copy or take away
documents,
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(b)
our Inspector will comply with any reasonable
instruction and co-operate with any reasonable
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health and safety policy or procedure you notify to
us before the Inspection.
Standard condition 4: remain of good character
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You and the Individuals Who Control You:
At all times.
1.
must continue to be of good character, and
2.
must not become an individual of the kind referred to in
section 15 or section 16 of the Immigration Act 2009.
In summary, these sections describe convicted or
deported people who are not eligible for visa or entry
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permission to enter or be in New Zealand and people
who are considered likely to commit an offence or to be
a threat or risk to security, public order or the public
interest.
The Individuals Who Control You are individuals who:
(a)
are members of your governing body,
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(b)
directly or indirectly, own or control 25% or more
of you or of a person who itself owns or controls
25% or more of you, and/or
(c)
are members of the governing body of the people
referred to in paragraph (b) above.
Standard condition 5: tell us about changes that affect you, the people who control
you, or people you control
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You must tell us in writing if any of the following events
Within 20 working days
happens to any of the Consent holders:
after the change.
1.
You, any Individual Who Controls You, or any person in
which you or any individual who controls you hold (or at
the time of the offence held) a 25% or more ownership
or control interest commits an offence or contravenes
the law anywhere in the world. This applies whether or
not you or they were convicted of the offence. In
particular, please tell us about any offences or
contraventions that you are charged with or sued overINFORMATION
and any investigation by enforcement or regulatory
agencies or professional standard bodies.
2.
An Individual Who Controls You ceases to be of good
character; commits an offence or contravenes the law
(whether they were convicted or not); becomes aware of
any other matter that reflects adversely on their fitness
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to have the Land; or becomes an individual of the kind
referred to in section 15 or 16 of the Immigration Act
2009 (see standard condition 4).
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3.
You cease to be an overseas person or dispose of all or
any part of the Land.
4.
You, any Individual Who Controls You, or any person in
which you or any Individual Who Controls You hold (or
at the time of the event held) a 25% or more ownership
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or control interest:
(a)
becomes bankrupt or insolvent
(b)
has an administrator, receiver, liquidator, statutory
manager, mortgagee's or chargee's agent
appointed, or
(c)
becomes subject to any form of external
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administration.
Standard condition 6: dispose of the Land if you do not comply with key special
conditions
If all or part of this standard condition 6 applies to a special
condition, we have said so in that condition.
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If we consider you have failed to comply with one of those
special conditions in a material way we may require you to
dispose of the Land.
We will give you written notice if we require you to dispose of
the Land. After we have given you notice, you must:
Value the Land: obtain and send us a copy of a market
Within six weeks of the
valuation of the Land from a New Zealand registered valuer.
date of our notice.
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Market the Land: instruct a licensed real estate agent to
Within six weeks of the
actively market the Land for sale on the open market.
date of our notice.
Dispose of the Land: dispose of the Land to a third party
Within six months of our
who is not your associate.
notice.
Offer without reserve: if you have not disposed of the Land
Within nine months of our
within six months of our notice, offer the Land for sale by
notice.
INFORMATION
auction or tender without a reserve price or minimum bid and
dispose of the Land.
Report to us about marketing: tell us in writing about
By the last day of every
marketing activities undertaken and offers received for the
March, June, September
Land.
and December after our
OFFICIAL  notice or at any other
time we require.
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Report disposal to us: send us, in writing, evidence:
Within one month after
(d)
that you have disposed of the Land,
the Land has been
disposed of.
(e)
of disposal (including copies of sale and purchase
agreements, settlement statements and titles
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showing the purchaser as registered proprietor),
(f)
the purchaser is not your associate.
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Reporting conditions
We need information from you about how your investment plan is tracking so we can monitor
your progress against the Conditions.
These reports must:
1.
be sent to [email address] and/or filed electronically using the OIO’s
Consent Monitoring Report Webform by these dates:
(a)
within two months of Settlement occurring (as set out in standard condition 2),
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(b)
30 November 2022.
2.
contain information about:
(a)
your progress in implementing the special conditions;
(b)
scheduled and completed harvesting and replanting of the Land (including your
most current harvesting and replanting schedule); and
(c)
aerial imagery/maps as evidence of compliance with the special conditions;
3.
follow the format of the template annual report published on our website.
INFORMATION
If requested in writing by the OIO, the Consent Holder(s) must provide a written report within
20 working days (or such other timeframe as specified) on any matter relating to its
compliance with:
1.
the representations and plans made or submitted in support of the application and
notified by the regulator as having been taken into account when the consent was
granted, or
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2.
the conditions of this consent.
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Schedule 1: Nurses Cottage Access Arrangement
Excerpt from New Zealand Nurse’s Organisation Sounds Cottage Booklet:
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INFORMATION
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Case 202000228 – Page 10