Investors in the NZX-listed $1.6 billion Goodman Property Trust approved a $182.1 million related-party deal yesterday to take full control of East Tamaki's Highbrook Business Park.
At an extraordinary meeting at Rydges Hotel in Auckland, about 100 unquestioning investors gathered to vote for the deal to pay out associates ASX-listed Goodman Group and Auckland's Fisher family, descendants of a founder of manufacturer Fisher & Paykel.
Goodman Group is Australia's largest listed industrial property entity, with a market capitalisation of A$5.89 billion ($7.4 billion) as at September 30 and run by the sons of former Nelson baker and industrialist Sir Pat Goodman.
Goodman and the Fisher family owned half of Highbrook and the trust owned the rest, until it agreed to take full control of the property yesterday.
The Fisher family are led by Sir Noel Robinson, who Goodman Property Trust chief executive John Dakin paid tribute to, saying he had the vision to turn the former Ra Ora Stud into a top-quality business park.
Investors were shown images of royals visiting the successful horse stud, famous for thoroughbred breeding and racehorse training.
In 2004, Goodman Group took 75 per cent of Highbrook and the Fishers 25 per cent and the first building rose and was leased to DHL.
The deal was for the trust to buy completed buildings, which some critics said gave huge profits to Goodman Group and the Fishers and deprived the trust's investors.
But trust chief executive John Dakin always maintained Highbrook's development risk was too great for the investors to take on and it was more prudent for them to buy finished buildings.
Now that situation is reversed and the trust's investors get more of a slice of the Highbrook action.
"In the early stages, the trust only had about $250 million of assets, so it was pretty small back around 2004," Dakin said. "Now that it's got some size and scale behind it, it can carry that development risk and obviously the rewards that go with it.
"We've owned 50 per cent of Highbrook for the last five years."
An independent report by Deloitte said the Highbrook deal was fair to unit-holders. Goodman Group, the Fisher family and their associates were unable to vote on the deal.
The trust's independent directors also backed the deal.
Of the 306,650,959 units voted in the poll, 99.1 per cent were in favour.
Keith Smith, Goodman Property Trust chairman, said the overwhelming support reflected the special nature of Highbrook Business Park and the growth potential it offered. "The acquisition enhances an already high quality property portfolio and is expected to contribute to superior investment returns over time."
One investor asked why Goodman Group would agree to have part of its payment for Highbrook deferred for three years. Smith told him that was extremely favourable to the trust.
An explanatory memorandum issued before the vote said Highbrook would be worth $1.2 billion when it was fully developed, making it one of the most substantial real estate projects in New Zealand.
The land is almost 50 per cent developed and NZ Post is one of the largest tenants. More than 240,000sq m of floorspace has been built at the East Tamaki project and a further 17,300sq m is now under development.
The 91ha site has 50 tenants in 30 purpose-built structures including Steel & Tube, The Ford Building, OfficeMax, DHL, BMW and Schneider Electric.
Highbrook Business Park
*91ha waterfront land in East Tamaki.
*Nearly half has been developed.
*50 tenants in 30 buildings.
*DHL 31,631sq m building worth $52m
*NZ Post 16,406sq m worth $41.1m
*Highbrook Drive Units 9856sq m worth $15.9m
*Cottonsoft 6422sq m worth $12.5m