No TTG, you did not look at the detail, the first release was through the sharemarket and the second was an article by Jenny Ruth, who has commented on NZF in the media for some time, if you read the two again, you will note subtle differences!!
Printable View
No TTG, you did not look at the detail, the first release was through the sharemarket and the second was an article by Jenny Ruth, who has commented on NZF in the media for some time, if you read the two again, you will note subtle differences!!
Oh, my reader was missing a whole page for some reason so I missed that some had already commented on the two press articles and that they had different information, we should know the detail of the structure shortly when the independant report letter goes out to shareholders for a 50% acceptance of the share sale to Resimac!
Enumerate Why do you think the Govt did not want anything to do with him over SCF. Any interest I had in NZF has now gone
OK, we now have Mike about to do a Bishop Brian imitaiton in that early morning advertising space on TV. http://www.stuff.co.nz/business/indu...ffering-TV-ads Innovative - not really. This tried and burned: http://www.sharetrader.co.nz/showthr...Estate-Chanell . And don't be fooled into thinking this is about advertising property - its about raising awareness of Brand Pero at the sellers expense.
Out of the top 20% of real estate agents only 23 of them want to join the team. If it was such a great proposition there would be more
Yes 50% under NZX rules by Ordinary Resolution, as over 50% of Market Capitalisation, but would require 75% as a Special Resolution, if transaction was over 50% of ASSETS
so come on you clever clogs, with an up to date balance sheet, work out the upper value of this transaction - we know its over $1.9m (50% of MCAP of 3.8m)
Home Loan Assets were valued at $204.2m so holders will no doubt be anticipating an injection of at least $102.11m. I suspect thought that Reismac will have its eye on the corresponding $204.9m in liabilities.
How about I make a punt at 3 x profit or round it to $5m
Edit: NZF have said S129 doesn't apply so not a major transaction - being 75% of assets. NZF are silent one what a majority shareholding actually means so lets assume its a tad less than 100% of Home Loans.
Not to much enthusiasm for developments. All buy bids now dried up. The 5.5 seller might be wishing he took the 2.5 offer
NZF home loan deal nearly settled
Listed financial services firm NZF Group says it is close to completing a proposed deal to sell a majority stake in its home loan business to an Australian firm.
Friday, October 14th 2011, 3:54PM
by Niko Kloeten
At today's annual meeting in Auckland, the company said the conditions of the deal with Resimac, which has funded more than A$12 billion in the non-bank lending market, would likely be met by the end of next month.
NZF Group has had a torrid time recently including the collapse of its subsidiary NZF Money, which it put into receivership in July after a failed property transaction.
It made a loss of $4.8 million in the 2011 financial year, following a $4.5 million loss in 2010, and the current year's financial statement will include a loss on discontinued operations of $10.7 million from NZF Money.
NZF Group's mortgage securitisation business is the only part of the company that made money last year.
Chief executive Mark Thornton said, "In my last address in September 2010 I said it had been a difficult year and sadly this has been another difficult year in many respects."
He told the small crowd of shareholders at the meeting that the Resimac deal would work out better for them in the long term.
"A small shareholding in a much larger business will in time eclipse the returns provided by a larger shareholding in a small business," he said.
He said there was a "significant opportunity" to expand in the $173 billion residential lending market, of which about $4 billion (2.3%) was provided by non-bank lenders.
"NZF's share is $170 million so we've got 4.3% of 2.3%," he said.
Niko Kloeten can be contacted at niko@goodreturns.co.nz
I pop away for a few days and what happens? Where have all the buyers/sellers gone. Not one single buy / sell bid at the moment. Even ALF is still able to stir up some interest in the traders.
Latest Headlines
NZF promises new products for brokers
NZF Group has promised new products for advisers as it looks to grow its share of the non-bank lending sector in New Zealand.
Thursday, October 27th 2011, 7:00AM
by Niko Kloeten
The group has had a tough couple of years and its subsidiary NZF Money was recently put into receivership, forcing NZF Group to include a loss on discontinued operations of $10.7 million for the current financial year.
However, its deal to sell a majority stake in its home loan business to Australian non-bank lender Resimac is nearly complete, and NZF Group chief executive Mark Thornton said the deal would mean good things for advisers who work with NZF.
He said NZF would look at producing new products for advisers after the deal went through.
"We want to deal with brokers on a volume basis – it's the 80/20 rule," he told Good Returns.
"However, we build such business by dealing with all brokers and they need a good range of products."
These products would include LMI (lenders mortgage insurance) covered mortgages and non LMI-covered mortgages, he said.
Thornton said the products would be mostly targeted at mortgage brokers, particularly in the major population centres.
He also said Resimac would bring valuable experience from dealing with its large force of advisers across the Tasman, where it has funded more than A$12 billion of mortgages.
Despite the slow housing market, Thornton was confident of growing NZF's share of the mortgage market whichever way house prices went.
"The fundamentals are not going to get any worse, and if it did we have such a small portion of the market we can almost disregard the trend.
"And in such a market the banks cannot lend as quickly as a non-bank lender."
Niko Kloeten can be contacted at niko@goodreturns.co.nz
« Deteriorating growth outlook likely to keep rates on hold Interest rates on hold for now »
Comments from our readers
No comments yet
Add your comment:
Your name:
Your email:
Not displayed to the public
Comment:
Comments to Good Returns go through an approval process. Comments which are defamatory, abusive or in some way deemed inappropriate will not be approved. It is allowable to use some form of non-de-plume for your name, however we recommend real email addresses are used. Comments from free email addresses such as Gmail, Yahoo, Hotmail, etc may not be approved.
Anti-spam verification:
Type the text you see in the image into the field below. You are asked to do this in order to verify that this enquiry is not being performed by an automated process.
Printable version
Email to a friend
Subscribe to our newsletter
Mortgage Rates Newsletter
Daily Weekly
Mortgage Rates Table
Full Rates Table | Compare Rates
Lender Flt.
1yr
2yr
3yr
5yr
n/a n/a n/a n/a n/a
AMP Home Loans
6.24 5.95 6.30 6.70 7.60
AMP Home Loans $200k +
6.14 5.85 6.20 6.60 7.50
ANZ 5.74 5.95 6.49 6.99 7.70
ASB Bank
5.75 5.90 6.30 6.70 7.40
BankDirect
5.75 5.90 6.30 6.70 7.40
BNZ - Classic
n/a 5.95 n/a n/a n/a
BNZ - GlobalPlus
5.99 6.35 6.45 6.99 7.75
BNZ - Mortgage One
6.40 n/a n/a n/a n/a
BNZ - Rapid Repay
5.99 n/a n/a n/a n/a
BNZ - TotalMoney
5.59 n/a n/a n/a n/a
BNZ- Std, FlyBuys
5.99 6.35 6.45 6.99 7.75
CBS Canterbury
5.95 6.25 6.50 7.10 7.80
Credit Union Auckland
6.20 n/a n/a n/a n/a
Credit Union Baywide
5.85 6.15 6.65 6.95 n/a
Credit Union North
5.80 5.95 6.45 6.95 n/a
Credit Union South
5.75 n/a n/a n/a n/a
eMortgage 6.04 6.15 6.69 7.19 7.90
Fidelity Life
6.00 6.35 6.90 n/a n/a
Finance Direct
6.10 6.45 6.69 7.10 7.70
First Credit Union
6.45 n/a n/a n/a n/a
General Finance
5.95 6.25 6.50 7.10 7.90
HBS Bank
5.65 5.80 6.45 6.70 7.60
Heretaunga Building Society
5.75 5.95 6.45 n/a n/a
Housing NZ Corp
5.75 5.90 6.30 6.70 7.40
HSBC Premier 5.99 5.65 6.10 6.50 7.35
Kiwibank 5.65 5.80 6.30 6.70 7.60
Kiwibank - Capped
5.65 6.25 n/a n/a n/a
Kiwibank - Offset
5.50 n/a n/a n/a n/a
Liberty
5.75 n/a n/a n/a n/a
Napier Building Society
5.80 6.00 6.70 n/a n/a
National Bank
5.74 5.95 6.49 6.99 7.70
Nelson Building Society
6.45 6.50 6.75 n/a n/a
NZ Home Loans
5.85 5.90 6.30 6.70 7.40
NZF (LVR >80%) 6.10 6.15 7.15 7.60 n/a
NZF Standard 70
5.85 5.95 6.30 7.20 n/a
NZF Standard 80
5.85 5.95 6.90 7.35 n/a
Perpetual Trust
7.70 n/a n/a n/a n/a
PSIS 5.70 5.80 6.30 6.80 n/a
Public Trust
5.60 5.75 6.20 6.70 7.45
SBS Bank
5.65 5.80 6.45 6.70 7.60
SBS Special
n/a n/a 6.25 n/a n/a
Silver Fern
5.95 6.10 6.55 7.05 7.80
Southern Cross 5.95 6.25 6.50 7.10 n/a
Sovereign 5.85 5.90 6.30 6.70 7.40
TSB Bank
5.79 5.75 5.95 6.70 7.75
TSB Bank Special
n/a n/a 5.95 n/a n/a
Wairarapa Building Society
6.20 6.70 6.95 n/a n/a
Westpac 6.24 5.95 6.30 6.70 7.60
Westpac - Capped rates n/a 6.75 n/a n/a n/a
Westpac - Choices Everyday 5.60 n/a n/a n/a n/a
Compare Mortgage Rates
Compare Floating Rate Fixed 6 Months Fixed 1 Year Fixed 2 Years Fixed 3 Years Fixed 4 Years Fixed 5 Years
from 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Jan 2002 Feb 2002 Mar 2002 Apr 2002 May 2002 Jun 2002 Jul 2002 Aug 2002 Sep 2002 Oct 2002 Nov 2002 Dec 2002 Jan 2003 Feb 2003 Mar 2003 Apr 2003 May 2003 Jun 2003 Jul 2003 Aug 2003 Sep 2003 Oct 2003 Nov 2003 Dec 2003 Jan 2004 Feb 2004 Mar 2004 Apr 2004 May 2004 Jun 2004 Jul 2004 Aug 2004 Sep 2004 Oct 2004 Nov 2004 Dec 2004 Jan 2005 Feb 2005 Mar 2005 Apr 2005 May 2005 Jun 2005 Jul 2005 Aug 2005 Sep 2005 Oct 2005 Nov 2005 Dec 2005 Jan 2006 Feb 2006 Mar 2006 Apr 2006 May 2006 Jun 2006 Jul 2006 Aug 2006 Sep 2006 Oct 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 Apr 2007 May 2007 Jun 2007 Jul 2007 Aug 2007 Sep 2007 Oct 2007 Nov 2007 Dec 2007 Jan 2008 Feb 2008 Mar 2008 Apr 2008 May 2008 Jun 2008 Jul 2008 Aug 2008 Sep 2008 Oct 2008 Nov 2008 Dec 2008 Jan 2009 Feb 2009 Mar 2009 Apr 2009 May 2009 Jun 2009 Jul 2009 Aug 2009 Sep 2009 Oct 2009 Nov 2009 Dec 2009 Jan 2010 Feb 2010 Mar 2010 Apr 2010 May 2010 Jun 2010 Jul 2010 Aug 2010 Sep 2010 Oct 2010 Nov 2010 Dec 2010 Jan 2011 Feb 2011 Mar 2011 Apr 2011 May 2011 Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011
to 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Jan 2002 Feb 2002 Mar 2002 Apr 2002 May 2002 Jun 2002 Jul 2002 Aug 2002 Sep 2002 Oct 2002 Nov 2002 Dec 2002 Jan 2003 Feb 2003 Mar 2003 Apr 2003 May 2003 Jun 2003 Jul 2003 Aug 2003 Sep 2003 Oct 2003 Nov 2003 Dec 2003 Jan 2004 Feb 2004 Mar 2004 Apr 2004 May 2004 Jun 2004 Jul 2004 Aug 2004 Sep 2004 Oct 2004 Nov 2004 Dec 2004 Jan 2005 Feb 2005 Mar 2005 Apr 2005 May 2005 Jun 2005 Jul 2005 Aug 2005 Sep 2005 Oct 2005 Nov 2005 Dec 2005 Jan 2006 Feb 2006 Mar 2006 Apr 2006 May 2006 Jun 2006 Jul 2006 Aug 2006 Sep 2006 Oct 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 Apr 2007 May 2007 Jun 2007 Jul 2007 Aug 2007 Sep 2007 Oct 2007 Nov 2007 Dec 2007 Jan 2008 Feb 2008 Mar 2008 Apr 2008 May 2008 Jun 2008 Jul 2008 Aug 2008 Sep 2008 Oct 2008 Nov 2008 Dec 2008 Jan 2009 Feb 2009 Mar 2009 Apr 2009 May 2009 Jun 2009 Jul 2009 Aug 2009 Sep 2009 Oct 2009 Nov 2009 Dec 2009 Jan 2010 Feb 2010 Mar 2010 Apr 2010 May 2010 Jun 2010 Jul 2010 Aug 2010 Sep 2010 Oct 2010 Nov 2010 Dec 2010 Jan 2011 Feb 2011 Mar 2011 Apr 2011 May 2011 Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011
for AMP Home Loans AMP Home Loans $200k + ANZ ANZ - Simple Variable ANZ - Special LVR 80% max ASB Bank AXA BankDirect BNZ BNZ - Classic (T&C apply) BNZ - GlobalPlus BNZ - Mortgage One BNZ - Rapid Repay BNZ - TotalMoney BNZ- Std, FlyBuys Cairns Lockie Credit Union Auckland Credit Union Baywide Credit Union North Credit Union South eMortgage Fidelity Life Finance Direct First Credit Union GEM Home Loans General Finance Global Home Loans HBS HBS Bank Heretaunga Building Society Housing NZ Corp HSBC HSBC Premier HSBC Premier - with Insurance Policy Kiwibank Kiwibank - Capped Kiwibank - Capped Variable Kiwibank - Offset Kiwibank - Special LVR 80% max Liberty Moorhouse Mortgages Napier Building Society National Bank National Bank - Special LVR 80% max Nelson Building Society No.8 Mortgages NZ Home Loans NZ Mortgage Income Trust NZF NZF (LVR <80%) NZF (LVR >80%) NZF Standard 70 NZF Standard 80 NZMFG Home Loans Perpetual Trust Pioneer - Swift Presto Mortgages PSIS Public Trust SBS SBS Bank SBS Special Silver Fern Southern Cross Sovereign TSB Bank TSB Bank Special United Home Loans - Prime Waiarapa Building Society Wairarapa Building Society Westland Mortgages Westpac Westpac - Capped rates Westpac - Choices Everyday
To graph multiple lenders, hold down Ctrl key while clicking in list box
Find a Mortgage Broker
NorthlandAucklandWaikatoBOPTaranakiGisborneHawkes BayManawatuWairarapaWellingtonNelson/MarlboroughCanterburyOtagoSouthland
Add your company
Use map
News Quiz
Rolling Stone Mick Jagger and which industry body have been talking
Sorry about all the garbage at the end of that last post, not sure what happened there??
Some will no doubt say the garbage commences after the first line :p
Well, that sort of comment shows your lack of insight and understanding, not just on a local scale but a global scale, these are very difficult times and it may get a lot worse, particularly when America loses its reserve currency status, at least NZF are making an honest attempt against adversary to protect the interests of all current stake holders, the only way the directors of NZF benefit personally is to benefit all of us, you cannot say that about Wall street or many other entities that come to mind!
Not entirely true. They still have their director remuneration to fall back on. Mark Thornton took in $186,000 in director fees in YE2011 and John Callaghan took in $196.000 before he resigned. NZF spent nearly $700,000 on Director fees -and this was in reward for them driving the SP from around $0.22 to $0.03. Mark Thorntons shares are worth around $300k - the longer they can keep NZF going the longer they can be guaranteed at least some cash from the company through their fees.
The ultimate question is: "What is NZF worth?"
They have about 100 million shares on issue.
Currently they have equity of about 10M - they have written off 10M from the NZF Money receivership. However, if they were accurate in their impairments valuation; and the receiver is being too conservative - they should see some of this written back.
With the half year contribution from NZF Home Loans; the proceeds of the NZF Home Loans sell down - lets say, on balance they can maintain about 10M in equity. The assets will be 50% of Pero and 25%, say of NZF Home Loans.
Going forward, they will be an investment holding company with a couple of performing assets. Lets say they can generate 1M per year with very little in the way of corporate expense. There should be growth in NZF Home Loans and a recovery in the profitability of Pero.
This would justify a 10 cent per share valuation, as a minimum. There are very good growth prospects, as well.
I seriously don't think you will see an SP of 10 cents anytime soon as this entity is simply not worth $10M until it can prove that it can be run profitibly. It has lost significant money for the last few years and you still have $18M of those nasty notes out there which will eventually need to be repaid or converted. To make an assumption that they got their impairment value correct on NZF Money is a bit of a stretch with the receiver already stating that it was not and that investors will more than likely face a shortfall. If this is the case than that $10M is gone and so is all their equity, the SP should in theory be zero at the moment which is probably why we are not seeing any buyers in the market at any price.
TTG: The impariment provisions in NZF Money were the principle reasons for the recent stretch of losses. Recievership has most likely crystalised even greater losses than was provisioned ... but this is capped.
NZF Homeloans and Pero have been profitable.
I am just pointing out that there is a big gap in the NZF Money write downs and the write down the reciever expects to take. I would point out that NZF has been accurate, to date and the reciever has an incentive to be conservative.
So, if the value is 0, if I were to offer you 1cent per share for any you have, do we have a deal?
Hehe, hang on you said they are 0.10 as a minimum, maybe we could meet in the middle.....
I'm still not convinced, Pero's only made $10K profit last year and I don't see much improvement in the market. They will also have all the costs associated with the real estate venture with very little income to balance this out. I suppose on the plus side the NZF Homeloans has always been profitable it has been the other entities dragging the group down. I just can't see them recovering any of their previous equity in NZF Money espically now they are not controlling the process.
Heres something I can't figure out. Say you are a top performing real estate person selling property at 3.95% commission. You get 60% of that as your share.
You can join Mike Pero as a Franchise Owner (sales Person) and sell at 2.95% commission and make 80% of that as your share.
Do the numbers and your are a bit worse off joining Pero.
Why would you join Pero with its 261 listings rather than say Harcourts who have 14,600 or Barfoot and Thomson who have over 300 listings in the $1m+ bracket.
Real Estate Agents haven't been flocking to Pero's door. without agents you don't get the listings. Few listings = few sales which = minimal, if any, profit.
They have 300 listings - how unique do you need yoru software to be. An excel spread sheet or Access data base would probably do it fro a particular territory.
Marketing? - my observation is that they have a website. I haven't seen any billboards, radio, tv or printed press media. I'm not on twitter or facebook so perhaps they are utilizing social media. I haven't bumped into any of there marketing in Christchurch.
Now here's me thinking sales people are social animals. Why would you want to hire someone as a sales person who is happy dwelling in a cave all on their own?Quote:
you work from home
Whats the point of having a trusted brand when pretty much all dodgy surveys put real estate agents at the bottom of the "most trusted" occupations.Quote:
, trusted brand,
Do reismac do property insurance - thats the very first product a property owner needs to secure. Next, for most people, is a mortgage. If you've got someone who can't manage to get their own mortgage you have a high need buyer - yet your sales commission is low.Quote:
portal for business through Pero brokers, access to new Resimac products
Don't all real estate agents have their own territory - its just that the boundaries are a bit elastic?Quote:
you own your own territory!
Looks like Mini is just staing the facts as he see's them Invessi, I tend to agree they will need more than a fancy spreadsheet and unique marketing to make serious inroads against the likes of the established players. In a previous post you mentioned they should have made $250K so far this year....according to the NZF annual report the Pero Group made a loss of $1,000 for the year and $4,000 after tax, a big improvement on the loss of $6,823,000 for the year ended 31/03/2010 I seriously doubt they will have been profitable so far this year with the expense of getting the real estate venture set up. Also mentioned Pat Redpath supporting the company, well he is getting a 8% interest rate and has first mortgage security on 2.383M on a security value of $8.313M - where do I get some of that action!! Mind you with the Receivers comments about NZF valuations maybe he is around 90% geared....
Since you are resting the survival of this company on the back of Pero perhaps you might enlighten us.
What is so unique and fantastic about their software? Perhaps you could point me towards some of their marketing as I haven't seen any of it bar their website.
The advantages of working from home are obviously no bricks and mortar but perhaps you could reconcile for us how people who thrive working in a soltary environment make successful real estate agents.
Is the Portal the only way of getting leads from Brokers. In my experience people are more likely to seek the property and once found then go to the broker. Since Resimac isn't a done deal do you have an idea what profitable products will be on offer?
Having one person in the St Helliers suburb might be great - if there were any listings. A quick search of the impressive Pero website revels zero listings in that suburb. As I earlier said an excel spreadsheet or an Access data base should be able to handle that level of volume. By my calculations 2.95% of nothing = nothing less expenses. Where as B&F have 42 listings at somewhere I guess around 3.95% of something. Do you think Pero or Barfoot will be more profitable - I'm picking Barfoot.
Louise Roke has 38 properties listed on Waiheke Island. I have seen quite a number of Mike Pero signs about.
In fact, I would say that Mike Pero has a greater chance to be elected the Labour member of parliament for Auckland Central than Jacinda Ardern! (His signs are red)
NZF
28/11/2011 16:37
MEETING
REL: 1637 HRS NZF Group Limited
MEETING: NZF: NZF Group Limited - Notice of Special Meeting
Notice is hereby given that the Special Meeting of Shareholders of NZF Group
Limited ("the Company") will be held at the Company's head office, Level 2,
88 Broadway Newmarket, Auckland on Monday 12 December 2011 at 11am.
Special Business
The principal business of the meeting will be to consider and approve the
sale of all the Company's shares in NZF Securitisation Limited ("NZF
Securitisation") and NZF Homeloans Limited ("NZF Homeloans") to Resimac NZ
Home Loans Limited ("Resimac NZ Home Loans") pursuant to a Sale and Purchase
Agreement dated 26 September 2011 between the Company, Resimac NZ Home Loans,
Resimac NZ Limited ("Resimac NZ"), NZF Homeloans, NZF Securitisation and NZF
Mortgages Limited ("Sale Agreement"). Further details of the proposed
transactions are described in the Explanatory Notes of this Notice, the
Chairman's letter and the Independent Repor
t prepared by Campbell Macpherson.
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. That the shareholders approve for the purposes of Rule 9.1.1(b) of
the NZSX/NZDX Listing Rules the Company performing the transactions
contemplated by the Sale Agreement; and
2. That the directors be authorised to take all actions, to execute all
agreements and documents and to do all other things considered necessary by
the directors to give effect to the resolution above.
Director's recommendation
The directors unanimously recommend shareholders approve the resolutions put
to the meeting. No director has entered into any arrangement with Resimac NZ
Home Loans or any related company or has any financial interests in Resimac
NZ Home Loans or any related company. Each director intends to vote in favour
of the resolutions approving the transaction. These shares and three other
shareholders who also intend to vote in favour of the resolutions represent
56.59%
of the current issued voting securities of the Company.
Proxies
Any shareholder entitled to attend and vote at the meeting may vote either by
being present in person, or by proxy. A proxy must be appointed by a written
notice signed by the shareholder. An appropriate form is attached. A proxy
needs not be a shareholder of the Company but is entitled to attend and be
heard as if the proxy were a shareholder. The Chairman of the meeting can be
appointed as a proxy. To be effective, the proxy must be deposited with
The Share Registrar
NZF Group Limited
Link Market Services Limited
Level 16 Brookfields House
19 Victoria Street West, Auckland 1010
or
PO Box 91976
Victoria Street West
Auckland 1142
No later than 11am on 10 December 2011. Postal voting is not permitted.
Alternatively, you may lodge your proxy online. Go to
www.linkmarketservices.com and click on the NZF voting banner on the screen.
Initial information including your CSN, holder name and FIN will be required
to successf
ully validate your holding online before shareholding information
and voting pages are displayed. A shareholder will be taken to have signed
the Proxy Form by lodging it in accordance with the instructions on the
website.
Corporate Representatives
A corporation which is a shareholder may appoint a person to attend the
meeting on its behalf in the same manner as that in which it could appoint a
proxy.
Voting
At the meeting, each resolution will be decided on a show of hands unless a
poll is demanded.
On a show of hands each person present in person or by proxy. Attorney or
authorised representative will have one vote only. On a poll every
shareholder who is present in person or by proxy, attorney or authorised
representative will have one vote for each share held by the shareholder.
Quorum
No business can be transacted at the meeting unless a quorum is present. The
quorum for the meeting is at least five shareholders in person or by proxy or
representative
If a quorum is not pr
esent within 30 minutes after the time appointed for the
meeting, the meeting may be adjourned by the chairperson.
Requisite Majorities and Voting
The resolutions are ordinary resolutions. An ordinary resolution is a
resolution passed by a simple majority of votes of those holders of
securities of the Company which carry votes, are entitled to vote and are
voting on the resolutions in person or by proxy.
Interdependence of Resolutions 1 and 2
Resolutions 1 and 2 are interdependent and must both be passed by
shareholders in order for either of those resolutions to be effective. If
Resolution 1 is not passed, Resolution 2 will not be put to the meeting.
NZX Approval
This notice of meeting has been approved by NZX Limited.
By order of the board of directors
Mr Malcolm Lindeque
Secretary
28 November 2011
End CA:00216910 For:NZF Type:MEETING Time:2011-11-28 16:37:38
DirectTrade
DIRECT BROKING LIMITED
Free Phone: 0800 805 777
Fax: +64 4 498 7064
Email: directtrade@directbroking.co.nz
Website: www.directbroking.co.nz
Ground Floor
1 Victoria Street
PO Box 1790, Wellington
New Zealand
This email and any files transmitted with it are confidential communication and intended solely for the use of the individual or entity to whom they are addressed. If you are not the intended recipient you must not use, copy or disclose this email or any attachment to any person. Before opening or using attachments please check them for viruses or other defects. Thank you.
Hey Invessi you forgot to paste the latest release about the stellar financial performance for the last six months.....now all divisions are losing money, consistent if nothing else!
Don't worry I will post the bad stuff and you can post the good stuff (expect I will have considerably more posts than you....)
HALFYR: NZF: NZF Group Limited (NZF) Announces Interim Result NZF announced today its interim results for the six month period ended 30 September 2011, which show an unaudited loss attributable to equity holders of $11.081 million compared to an unaudited loss attributable to equity holders of $0.784 million for the six month period ended 30 September 2010. The interim results for the six month period ended 30 September 2011 comprise: -An unaudited loss after taxation of $0.381 million from continuing operations compared to an unaudited profit after taxation of $0.528 million from continuing operations for the six month period ended 30 September 2010. -An unaudited loss after taxation of $10.700 million from discontinued operations (2010: $1.346 million loss after taxation), which has been recognised as a direct result of NZF Money Limited being placed into receivership on 22 July 2011, as referred to in our previous Market Announcement dated 22 September 2011. Market conditions have continued to remain extremely difficult and challenging during the six month period ended 30 September 2011. NZF's Home Loans Division recorded an unaudited loss before taxation of $0.155 million for the six month period ended 30 September 2011 compared to an unaudited profit before taxation of $1.694 million for the six month period ended 30 September 2010. The profitability of NZF's Home Loans Division was adversely affected by a reduction in gains on interest rate swap contracts from $0.654 million to $0.107 million and an increase in net impairment losses from $0.017 million to $0.821 million; the latter of which included losses relating to specific circumstances e.g. leaky buildings, which were not covered under reinsurance contracts. Increased competition from the major trading banks for home loan mortgage products, combined with delays and uncertainties that have been encountered in NZF being able to announce a new business partner for its Home Loans Division, have also resulted in the Home Loan mortgage portfolio reducing at an accelerated rate to $169.594 million as at 30 September 2011 (2010: $205.863 million) and has had an adverse impact on profitability. On 27 September 2011, NZF announced that it had entered into a conditional Sale and Purchase Agreement with Resimac NZ Home Loans Limited (RML), which would see RML acquire a majority shareholding in NZF's Home Loans Division (Proposed Transaction). As a result of the receivership of NZF Money Limited and the likelihood that RML would require the Home Loan mortgage portfolio to be migrated onto the RML IT operating platform if the Proposed Transaction did proceed, the decision was made to not complete the Ultradata IT project, which has resulted in an impairment loss of $0.878 million being recognised in the six month period ended 30 September 2011. Notice of the Special Meeting of Shareholders to be held on Monday, 12 December 2011 to approve the Proposed Transaction by Ordinary Resolution was sent out to Shareholders yesterday. If approved, cash sourced from the Proposed Transaction will be held for liquidity and investment purposes, which will be given further consideration as part of a more in depth strategic review. The Directors have resolved that a dividend will not be declared for this reporting period. ENDS End CA:00216966 For:NZF Type:HALFYR Time:2011-11-29 15:55:30
The Independent Report makes extremely grim reading as well - talk about cornered......reliant on dividends from the newco, for which they have no control over declaration, and there are no forecasts provided to enable shareholders to make an assessment of future profitability (prone to getting costs dumped into it to lower profitability)
they get ~4.4 mill net cash for selling the 'jewel in the crown', as well as some extremely illiquid notes, and after the tremendous year they have had so far, end up with negative equity, after the transaction....
How do they propose to repay bondholders in 4 years time?
https://www.nzx.com/companies/NZF/announcements/216910 for ALL the paperwork, not just selections....
bye bye
Well TTG, I am going to be negative this time, if shareholders don't approve the NZF deal with Resimac, I would say they are stuffed!
The pros and cons of NZF's deal
Selling 80% of NZF Group's home loans division to Australia-based non-bank lender Resimac will have significant benefits for NZF's shareholders although it will also have some disadvantages, says an independent report.
Monday, November 28th 2011, 9:22PM 1 Comment
by Jenny Ruth
"Having given due regard to all of the relevant factors, we consider that the aggregate benefits to NZF shareholders of the proposed transaction outweigh the aggregate disadvantages," says corporate advisory firm Campbell Macpherson.
The transaction is worth about $5.23 million to the NZX-listed NZF, more than its current $3.3 million market capitalisation.
It will lead to a new business venture to take advantage of growth opportunities in originating mortgages in New Zealand, release cash to NZF and will relieve NZF of the requirement to fund credit enhancement of the next $100 million in new mortgage lending, Campbell Macpherson says.
It will also relieve NZF of the majority of risk around future increases in credit enhancement, insurance costs, distribution and renewing of the current $225 warehouse facility provided by Westpac which has been extended until October 2012.
Resimac is a well-established financial services company "with considerable expertise and experience in the mortgage origination and RMBS (residential mortgage-backed securities) market," it says.
The transaction will also reduced NZF's overhead cost because selected staff will be transferred to the new venture.
Negatives include loss of control of NZF's mortgage origination business, limited visibility around the projected performance and profitability of the new venture, lack of control over future dividend payments to NZF from the new venture and reduced appeal of NZF as a takeover target, the Campbell Macpherson report says.
If the transaction is not approved by shareholders - they are set to vote on it at a special meeting on December 12 - Westpac may not renew the warehouse facility or renew it on less favourable terms, triggering the default provisions in the facility, it says.
"NZF may not be in a financial position to meet its future interest payment commitments in respect of the 2016 capital notes."
The $18 million of capital notes, which pay 6% annual interest, represent the nearly 90% of notes rolled over in March because NZF was unable to repay them. The remaining notes were converted to equity.
The transaction is expected to be passed because shareholders including directors holding 56.6% of NZF shares already pledged to vote in favour of it.
NZF had $10.3 million of net equity at March 31 head of its finance company, NZF Money, going into receivership on July 22. NZF will write off its $5.1 million investment in NZF Money and will record a $10.7 million loss from discontinued operations in its accounts for the year ending March 2012.
It's a fait accompli - 56odd % is already pledged to vote in favour in a simple majority contest
Well Invessi at last we agree on something, there is no option but to accept as the alternative would be disastrous for all. As Xerof has alluded to it has already been decided with sufficient votes.
I suppose the question I have is why this entity would continue being listed? They will not own a majority of anything and with a small amount of cash I think its a bit of a stretch for them to become an "Investment Company". They could certainly do without the compliance costs.
NZF advises that at the Special Meeting of Shareholders held earlier today,
the Shareholders approved a resolution for NZF to sell a majority
shareholding in NZF's Home Loans Division to Resimac NZ Home Loans Limited
and authorised the Directors to take all actions, to execute all agreements
and documents and to do all things considered necessary by the Directors to
perform all transactions contemplated by the Sale Agreement dated 26
September 2011 between the Company, Resimac NZ Home Loans Limited, Resimac NZ
Limited, NZF Homeloans Limited, NZF Securitisation Limited and NZF Mortgages
Limited ("Sale Agreement").
Invessi, you omitted this part of the announcement for some unknown reason......
NZF advises that the Sale Agreement is still subject to a number of
conditions being satisfied before the transaction can be completed. NZF will
continue to update the market as the transaction approaches settlement.
I find the NZX to be the most reliable place to read announcements - they will always provide it unedited and are always the first cab off the rank - after all, it is their role to do so
NZF
23/12/2011 09:40
ASSET
REL: 0940 HRS NZF Group Limited
ASSET: NZF: NZF Group Limited (NZF) - Sale of NZF's Home Loans Division
Further to our Market Announcement dated 12 December 2011, NZF advises that
all conditions precedent relating to the sale of a majority shareholding in
NZF's Home Loans Division to Resimac NZ Home Loans Limited were satisfied on
22 December 2011, following which settlement of the transaction has now taken
place.
ENDS
End CA:00218104 For:NZF Type:ASSET Time:2011-12-23 09:40:45
Mike Pero Real Estate has officially opened its first offshore office, in the Cook Islands.
Pero, who has Cook Islands heritage, moved from mortgages and other business interests into the real estate market about a year ago.
The offshore operation would work with an existing operation, Cook Island Real Estate.com Limited.
"Carey Winterflood and Peter Heays run an excellent business ... They have decided to rebrand and join us as Mike Pero Real Estate – Cook Islands," he said.
Pero's franchise group – which had grown to 23 operators – only began listing homes eight months ago but was now opening franchise offices at the rate of about four a month.
Christchurch and Auckland had been the original focus, based on a 50-50 joint venture between him and his original high-profile firm Mike Pero Mortgages, of which he is still a director though no longer a stakeholder.
Christchurch-based Pero said the real estate firm's lower New Zealand commission rates had prompted good business growth in Christchurch and Auckland, with competitors keen to cut their charges.
"We've been fortunate also to pick up Timaru, Blenheim and Nelson along the way," he said of offices outside the two main centres.
The Canterbury real estate market had held up surprisingly well, given what had happened after the seismic activity of February onwards.
"We've had a huge number of sales, and have all the way through. Our average number per sales person, I would suggest, would be greater than any other real estate company in New Zealand," Pero said.
He expected the Auckland market would next year keep bubbling higher after recent good sales.
"Personally, I think Auckland is going to go through another mini-boom in the next 12 months."
In Christchurch – where Mike Pero Real Estate has eight franchises – sales were being created by people leaving the east side and moving to the west and north of the city.
"Prices will consolidate and then increase, given that EQC will be doing their payouts in the first half of the year ... a lot of people will just think they can't be bothered waiting to build a new home. They will think they can buy one in Northwood or on the other side of town ready to go."
He predicted building prices would rise by up to 30 per cent in the next 18 months.
Pero said being part Pacific Islander had a big influence on the decision to open a branch in Rarotonga.
Ad Feedback Kiwis would have the chance to buy property in the islands either on a long-term tenure (leasehold) basis or in some cases on freehold, particularly if they also bought a business, Pero said.
Sales there could be a slower process, taking up to three months and requiring approval by the Land Court.
As he was a landowner, Pero had more credibility with the local people as a result.
Part of his reason for moving into the Cooks was that 65 per cent of the visitors to the islands were Kiwis.
"I've been going there since 1972 and can honestly say it's my favourite holiday destination ...
"We think over the next few years there'll be more investment opportunities up here for Kiwis."
New Zealand currency, a common language and a similar culture make Rarotonga a popular Pacific destination for Kiwis just a four-hour flight from Auckland.
- © Fairfax NZ News
I see Pat O'Connor has jumped ship as a director.......
I dont think it is a case of "jumping ship", NZF Group have a new direction as an investment company, they are now a lean team of just 3 people, cash in hand and their investment in Mike Pero and Resimac probably sits at around $12 - $14 million, there is probably no justification to have Pat who is mostly based in Australia with other interests to look after sitting on the NZF board as a paid director. I expect to see some good things ahead including much improved performance from Pero.
Market cap now at less than $1Mil and SP is under 1 cent.......this is looking a lot like another Hanover.
Invessi its ok to say these investments are 12 - 14M but lest we forget those pesky $18M worth of notes puts the whole thing upside down by quite a bit. The death spiral continues.......
Plenty of shares able to be purchased at 0.06 at present, Enumerate could be time to average down or is that good money after bad?
Not sure what you mean invessi....
Unless NZF buys them back on the secondary market and cancels them, they remain an obligation for 18m - pesky indeed.....
The notes remain a debt obligation but the company can always convert them to shares - they actually have no obligation, normally, to repay the $1.
We have had a miserable train of bad news since the issuance of the new notes. (NZF Money receivership, harsh terms for the sale of the RMBS operations, Liberty litigation).
Even Equitable is reporting a significant shortfall. I would have expected that business to be wound up at near break even.
About the only viable financial service businesses involve Kiwisaver or buying distressed debt, these days.
It looks that 80% of NZF Group's share in Mike pero Mortgage was sold to Resimac last Dcember.
http://www.buyaproperty.net/liberty-...-mortgages-jv/
Has anyone investigated the current status of Mike Pero? How profitable it is now? and Is it producing enough profit for NZF to pay interest to NZF020 bond holders?
No, NZF sold 80% of it's own homeloans division to Resimac. They maintain their 50% holding in Mike Pero (and proportionate holding in Real Estate).
Liberty and Resimac are competitors. Liberty has setup in competition to NZF/Resimac - this puts Mike Pero in a difficult position as the two principle shareholders are supplying competitive mortgage products.
It is such an Australian business practice to use the courts as a blunt instrument in commercial negotiation.
NZF Money's investors likely to receive 25c to 42c in the dollar
http://www.goodreturns.co.nz/article...he-dollar.html
Ah well, another finance company chapter closing - not too many to go now before the entire industry is gone for good......
While this could be the "final piece of bad news" - and we have had a long run of this; maybe we will be treated to news of another type that could support the view that not all is lost. I admit it is much easier to speculate on the negative.
Looks like it is more misery ... the SFO announces investigation into NZF Money.
E, I'd read the announcement when I put up my comment, so it wasn't an uninformed guess. The investigation is wider than NZF Money, and regardless of the outcome of the investigation, IMO, this is the final nail. Supporters will be ducking for cover, calling force majeure and generally doing anything they can to distance themselves and their money from this outfit. KM's mandate will be widened imminently I would hazard to guess.....
F&P have stuck to their knitting in the consumer finance space, and I don't see any issues there
HNZ need to try harder to become a registered bank - they are still a finance company, with similar lending profiles to most of those that have failed - that needs to be worked through, and IMO will take years to sort out
my comment on 'entire' industry was targeted at those mezzanine lenders who lost their way in the property development sector, and were ravaged by related party lending - HNZ appear to have avoided significant volumes of this activity, so may be spared. They do need to sort out ownership/control issues. My thoughts on this are well documented
Can anyone please tell me, are the NZF020's classified as debentures or are they buried somewhere else in the company?
Would just like to know if they are worthless, which appears to be almost the case, looking at what they are being sold for.
Thanks Xerof. Have very much appreciated all your insights on the industry. You have been proved correct many times. :)
I think this whole thing makes a mockery of NZF's "We're Different" slogan, in fact they have removed it from there website home page. They are no different and as a few of us have been saying they never were any different from all the other poorly run / managed failed finance companies. No matter how much you go on about experienced lending staff, management with 130 years experience etc the fact of the matter as they were doing loans nobody else would and that has come back to bite them! The only difference was they had a bit of cash when things turned south and were able to survive longer than most - luck not skill kept them alive. Now we see a potential small payout to debenture holders, unsecured creditors losing everything and on top of that an extremely over valued loan book (surprise surprise) and now rampant related party lending - what difference??
I personaly believe the note holders will lose everything as eventually the interest on these notes will become untenable. It is almost impossible for shareholders to exit and who would be brave enough to buy at any price. If they cashed up their assets they would still be at least 3 - 4 Million upside down which I guess is why the SP is where it is.
I don't think the SFO would launch an enquiry if they did not have good grounds to no matter what Mark Thornton tells the Herald, still with only 28 loans it shouldn't take to long to check. I believe some of the directors where heavily envoved in property development a few years back so I guess this is what the SFO will be looking at....
For NZF020 holders, the questions are: what assets NZF still have? and how much do they worth if they can be sold? Can 20% share holding in Home Loan division be sold to Resimac? Can the 50-50 JV Mike Pero Mortgates be sold?
The interest payment for NZF020 holders is $1.08 m per year. The last trading of NZF020 suggests that the buyer believed that NZF would pay interest for at least one year from now. I suppose NZF cannot convert NZF020 into shares before its maturity date (2016).
Vote No on NZF's proposal to convert NZF020 notes to shares and put NZF into receivership would result in a return of a few cents per dollar to noteholders. The shares would be no value at all. Refer to announcement below.
NZF
26/03/2012 16:46
S/HOLDER
REL: 1646 HRS NZF Group Limited
S/HOLDER: NZF: NZF Group Limited (NZF) - Market information
NZF
MARKET INFORMATION
26 March 2012
NZF Group Limited (NZF) - announces it is in discussions with the trustee to
review interest payment on Capital Notes (NZF 020)
?NZF announces that while the Company has an excess of liabilities (including
the capital Notes) over assets of circa $4m, it has sufficient cash to pay
interest on the notes for at least the next 18 months if the Company made no
new investments. Regarding the notes, the Company has started discussions
with the trustee (Perpetual Trust Limited) regarding the payment of interest
and a conversion to equity, and whether a proposal will be put to
shareholders and note holders in the coming months. In addition, NZF does not
expect that sufficient cash reserves will be generated between now and
maturity of the notes in 2016 to fully redeem them for cash, meaning that the
notes will convert to equity.
ENDS
Hehe yes how many shares would be issued to convert $18M of notes at a VWAP of around 0.006 a share, my calculator won't do it!!
Have said all along the notes are worthless.......come on Invessi lets see you put a positive spin on this!
3 billion? hmmm.....
Which is obviously why they are attempting to negotiate with the Trustee to establish a negotiated price for the equity conversion.
If the notes convert to equity ... the remnant asset values are in the range of $5-10M + a few M ca$h
Do the noteholders want an ordered transition to ownership of these assets? Would they prefer to take a haircut and maintain the subordinated debt position? The notes are clearly not worthless ... the issue is: "do you restructure with the potential to restore to higher value" or "do you go into effective liquidation with no prospect of recovery"?
Well they are worthless compared to their $1 face value. This will not be a haircut, this is a fully shaven job.
I know Enumerate you were a keen buyer at 1.9 cents but although you justified it I thought you ignored the mounting bad news, NZF had no future then and it is looking even bleaker now.
I would point out that the company is still worth something ... say, $10M ...
The issue is that the shareholders will be diluted by the converting noteholders -OR- there will be a messy liquidation in which the noteholders recover alot less than $10M for the $18M of notes.
There is hardly any room left on this coffin lid to bang any more nails in.......
5 April 2012 NZF Group Limited (NZF) - announces receipt of notice of proceedings NZF announces The Company has been notified by the receivers of NZF Money Limited that they intend to file proceedings against NZF and certain past and present directors who were directors as at 20 October 2010 of NZF Group. The proceedings relate to an internal restructuring of NZF Homeloans Limited in October 2010 which is alleged to be an insolvent transaction. The receivers have also applied for a freezing order over the assets of NZF Group. A hearing date has not yet been set. The proceedings will be rigorously defended.
LOL TTG, and I suspect the 'discussions' with the Trustee regarding bond interest/conversion to equity will have just taken a turn for the worse as well. Looks like a messy liquidation comin' up
Yes indeed, probably the last thing Peter Huljich needs also as he was a director in October 2010 (along with Waddel, Callaghan, Redpath, Sclater and current MD Mark Thornton).
Where oh where has Invessi gone, I would love to see him put a positive spin on all this.....
18 April 2012
NZF Group Limited (NZF)
NZF Group Limited advises that one of its officers, David Watton, has left the Company and is no longer employed as the Chief Financial Officer and Company Secretary. NZF will look to appoint a new person to these positions in due course.
Mark Thornton
Chief Executive Officer
Yes the company is in exteremly poor health, in fact it is TERMINAL!
I think this was more likely a smart career move......
Looks like the party is well and truly over. Any comments or obituaries?
We've been gathered around the death bed for a couple of years now, but will save the obituary until the patient has passed on.....and a death certificate has been provided
I thought they might have at least written to note holders to advise they aren't making the interest payment due.
Maybe they can't even afford the stamps for envelopes.
Yes no money for stamps or anything else, there is a seller at 0.1 cents and still no takers! This puts a value on the company of $110K, just enough for a decent burial....
Freezing order removed....Liberty purchasing the rest of Pero subject to an independent valuation, current value considered to be $16m
Sparky, I think it is good news for both, the company has a chance to stay alive now and the debenture holders will probably get offered a conversion to shares, albiet at an amount in the dollar which is subject to agreement by the trustees prior to an announcment!
I would doubt that Invessi, NZF Money Debenture holders have nothing to do with Pero or the sale of it. It may benefit the Noteholders and Shareholders who are subscibed under NZF Group which is where the Pero asset sits.
Tony Two Gloves there are two lots of debentures NZF & NZF Money
I don't think so Possum, there are notes under NZF Group but no debentures, NZF Group does not have a Prospectus.
Tony Two Gloves Deposits rates for both NZF & NZF Money were published until not long before the receivership.
You can't issue Debenture Stock without a registered Prospectus, NZF group does not have a Prospectus - join the dots! The only Debenture Stock issued was under NZF Money and these are the poor investors looking at between 0.25 - 0.42 cents in the dollar with no payment to unsecured creditors as per the last Receivers report.
I think you may be getting confused with the Capital Notes.
Thanks Invessi, that probably makes sense for the Group and gets them back in the game with some cash without the burden of having to repay the note holders.
Will be interesting to see what their stratergy will be as they have no staff and without Pero's they don't really have a business - flavoured vodka or scented candles anyone?
Tony Two Gloves Both NZF & NZF Money were issuing prospectuses at one part as I had them not long after the Govt guarantee lapsed & if I remember correctly NZF Money went into receivership first & NZF some months later
Possum you are mistaken, NZF group have never issued Debentures and they are not in Receivership - only NZF Money. Check the Companies Office website but the Group has never had a Prospectus!
The Capital notes where advertised with a rate of somewhere around 9% from memeory, but these are not Debentures. They stopped paying interest on these notes a while back, but the Group did not go into Receivership.
Tony Two gloves I have held many NZF debentures over many years before they even had NZF Money my last lot matured just before the govt guarantee expired & after they had NZF money there were different rates for the two lots of debentures one secured by NZF & one secured by NZF money. I sold my NZF shares very early in the piece for a very nice profit. I only bought their shares as I had money all ready deposited with them.
TTG, it came out in court that NZF are looking at investing in a Kiwisaver related activity and securitisation of vehicle loans, I understand they may have backers for these activities, now that they can carry on with normal course of business, it will be interesting to see how things play out!