NZF Group (NZF and NZF010)

[minimoke]

I find all of that negative conjecture with nothing to back it up, as for your last comment, example: the suburb of St Heliers in Auckland, I Pero agent working the listings, B&T, 20 agents working the same area!!, I will leave it for time to tell!

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.

[Enumerate]

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)

[minimoke]

Louise Roke has 38 properties listed on Waiheke Island. I have seen quite a number of Mike Pero signs about.

A sign quantity doesn't equate to quality. 38 is certainly impressive except how many are multi listed. Take her first one at 27 Frank Street. Ray White have that one as well. Good luck to her clients if they think she can manage 38 properties on her own.

[invessi]

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.

[Tony Two Gloves]

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

[Xerof]

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

[invessi]

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.

[Xerof]

It's a fait accompli - 56odd % is already pledged to vote in favour in a simple majority contest

[Tony Two Gloves]

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.

[invessi]

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").