NZF Group (NZF and NZF010)

[invessi]

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!!

[invessi]

Hehe the NZF spin doctor must be getting Alzheimer’s.......

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!

[POSSUM THE CAT]

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

[Enumerate]

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

There you are ... another example where the information provded to be useful ...

[minimoke]

2) Resimac set up its New Zealand office last year and this is its first significant move into the New Zealand market.

3) Founded in 1985 by the New South Wales state government, Resimac's current 80% shareholder is Ingot Capital Management, a company controlled by Duncan Saville who is one of Infratil's directors.
Do you know what happened to Greyhound Pioneer, ERG or New Cap Reinsurance. How well did their shareholders fare?

Weren't Reismac partly behindf the ALF bid to take over Hanover assets?

[minimoke]

Pero has high praise for low commission model

Thursday 22 September 2011


The company aims to recruit from the top 20% of agents, "and there is no room for complacency - it ends up adding to the operational costs, which typically gets added on to the customers' fees."


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/industries/5721237/Property-company-offering-TV-ads Innovative - not really. This tried and burned: http://www.sharetrader.co.nz/showthread.php?7157-ZILN-Internet-TV-Real-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
(http://www.sharetrader.co.nz/showthread.php?7157-ZILN-Internet-TV-Real-Estate-Chanell)

[Tony Two Gloves]

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!

I would think being a major transaction it will require a good deal more than a 50% shareholder approval or are you saying that Resimac has purchased 50% of the home loan business?

[invessi]

I would think being a major transaction it will require a good deal more than a 50% shareholder approval or are you saying that Resimac has purchased 50% of the home loan business?

I can confirm that they only require 50% shareholder approval, I don't know what percentage Resimac are buying!

[Xerof]

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)

[minimoke]

but would require 75% as a Special Resolution, if transaction was over 50% of ASSETS

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.

[invessi]

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.

$5M looks about right!

[minimoke]

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

[invessi]

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

[minimoke]

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.

[invessi]

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

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ANZ 5.74 5.95 6.49 6.99 7.70
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eMortgage 6.04 6.15 6.69 7.19 7.90
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Finance Direct
6.10 6.45 6.69 7.10 7.70
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General Finance
5.95 6.25 6.50 7.10 7.90
HBS Bank
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Heretaunga Building Society
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Housing NZ Corp
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NZF Standard 70
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NZF Standard 80
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Perpetual Trust
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PSIS 5.70 5.80 6.30 6.80 n/a
Public Trust
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SBS Special
n/a n/a 6.25 n/a n/a
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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
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News Quiz
Rolling Stone Mick Jagger and which industry body have been talking

[invessi]

Sorry about all the garbage at the end of that last post, not sure what happened there??

[Xerof]

Some will no doubt say the garbage commences after the first line :p

[invessi]

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!

[minimoke]

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.

[invessi]

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.

You can expect a very different picture when their next report comes out, staff laid off, remuneration reduced, no company cars and don't forget that Pat Redpath has put about $3m of his own money in to shore the company up!

[Enumerate]

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.

[Tony Two Gloves]

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.

[Enumerate]

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?

[Tony Two Gloves]

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.

[invessi]

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.

TTG, keep in mind that Pero Real Estate is based on licensed areas for sale, averaging around $10,000 per area so income on that front should be around $250k at this point!

[minimoke]

TTG, keep in mind that Pero Real Estate is based on licensed areas for sale, averaging around $10,000 per area so income on that front should be around $250k at this point!
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.

[invessi]

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 unique software and marketing, you work from home, trusted brand, portal for business through Pero brokers, access to new Resimac products, you own your own territory!

[minimoke]

They have unique software and marketing,
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.

you work from home 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?

, trusted brand, 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.

portal for business through Pero brokers, access to new Resimac products 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.

you own your own territory! Don't all real estate agents have their own territory - its just that the boundaries are a bit elastic?

[invessi]

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?
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.
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.
Don't all real estate agents have their own territory - its just that the boundaries are a bit elastic?

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!

[Tony Two Gloves]

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....

[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





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[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").

[Xerof]

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.

[invessi]

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.

Not so, I did a cut and paste of exactly what was sent to me by Direct Broking yesterday, the conditional comment appeared this morning in the announcement by Tarawera Press!!

[Xerof]

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

[invessi]

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

[invessi]

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

[Xerof]

I see Pat O'Connor has jumped ship as a director.......

[invessi]

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.

[Tony Two Gloves]

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.......

[Tony Two Gloves]

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?

[invessi]

Yes but what are the notes really worth, last sale at 35c


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.......

[Xerof]

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.....

[Enumerate]

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.

[Newman]

It looks that 80% of NZF Group's share in Mike pero Mortgage was sold to Resimac last Dcember.
http://www.buyaproperty.net/liberty-sues-nzf-claiming-breach-of-mike-pero-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?

[Enumerate]

It looks that 80% of NZF Group's share in Mike pero Mortgage was sold to Resimac last Dcember.


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.

[invessi]

Spoke with an old mate who owns a Mike Pero franchise. He reckons that NZF are stuffed and that Liberty are likely to gobble up Mike Pero at some point. The Australian-Chinese guy at Liberty has a habit of getting what he wants.

http://www.mortgagerates.co.nz/article/976499297/liberty-sues-nzf-claiming-breach-of-mike-pero-mortgages-jv.html

Then your mate is ill informed!

[QOH]

It looks that 80% of NZF Group's share in Mike pero Mortgage was sold to Resimac last Dcember.
http://www.buyaproperty.net/liberty-sues-nzf-claiming-breach-of-mike-pero-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?

They have paid this quarter's interest on the NZF020. We live another day.

[Newman]

NZF Money's investors likely to receive 25c to 42c in the dollar

http://www.goodreturns.co.nz/article/976499429/nzf-money-s-investors-likely-to-receive-25c-to-42c-in-the-dollar.html

[Newman]

I guess we'll see soon enough.

NZF shares have been placed into trading halt. Does this confirm your view on NZF?

[Xerof]

Ah well, another finance company chapter closing - not too many to go now before the entire industry is gone for good......

[Enumerate]

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.

[Enumerate]

Looks like it is more misery ... the SFO announces investigation into NZF Money.

[Xerof]

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.....

[Lizard]

Ah well, another finance company chapter closing - not too many to go now before the entire industry is gone for good......

In respectful interest, are you encompassing HNZ and F&P Finance in that prediction?

[Xerof]

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

[QOH]

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.

[Lizard]

Thanks Xerof. Have very much appreciated all your insights on the industry. You have been proved correct many times. :)

[Tony Two Gloves]

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....

[Newman]

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.


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).

[Newman]

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.will be looking at....

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

[Tony Two Gloves]

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!

[Jay]

3 billion? hmmm.....

[Enumerate]

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"?

[Tony Two Gloves]

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.

[Enumerate]

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.

[Tony Two Gloves]

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.

[Xerof]

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

[Tony Two Gloves]

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.....

[invessi]

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.....

Watching and waiting, could go either way I imagine!

[getontoit99]

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

[invessi]

I think it was due to a health issue!


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

[Tony Two Gloves]

Yes the company is in exteremly poor health, in fact it is TERMINAL!

I think this was more likely a smart career move......

[invessi]

Incorrect!


Yes the company is in exteremly poor health, in fact it is TERMINAL!

I think this was more likely a smart career move......

[buckles]

Looks like the party is well and truly over. Any comments or obituaries?

[Xerof]

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

[QOH]

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.

[Tony Two Gloves]

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....

[invessi]

Freezing order removed....Liberty purchasing the rest of Pero subject to an independent valuation, current value considered to be $16m

[invessi]

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!


Invessi, what does that mean for debenture holders, or is it just good news for NZF shareholders?

[Tony Two Gloves]

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.

[POSSUM THE CAT]

Tony Two Gloves there are two lots of debentures NZF & NZF Money

[Tony Two Gloves]

I don't think so Possum, there are notes under NZF Group but no debentures, NZF Group does not have a Prospectus.

[POSSUM THE CAT]

Tony Two Gloves Deposits rates for both NZF & NZF Money were published until not long before the receivership.

[Tony Two Gloves]

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.

[invessi]

My error, I was meaning to refer to the notes, not debentures, I understand an offer may be made to shareholders to approve the convertion of notes into shares.


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]

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?

[POSSUM THE CAT]

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

[Tony Two Gloves]

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.

[POSSUM THE CAT]

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.

[invessi]

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!


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?

[joel]

Freezing order removed....Liberty purchasing the rest of Pero subject to an independent valuation, current value considered to be $16m
Been looking for info re liberty buying PERO where was this published?

[Tony Two Gloves]

Hi joel, I think this is heresay at best. My rationale being as a listed company if they had signed a deal subject to valuation they would have announced it to the market, they love announcements and this one would be a positive after all the SFO, Receivership, dodgy Directors etc news of the last couple of years. Secondly I don't believe Liberty would pay anything like $16M for the other 50% of Pero's with the lack of profitability and performance over the last few years, they are in a good position and I would doubt they will pay over the odds for this.

I think it is far from "business as usual" for this company, they still have to convince note holders to convert to shares and they are still not paying interest at this stage, I doubt there would be any shareholder or noteholder that wouldn't get out if they could exit at a reasonable price.

[Tony Two Gloves]

Not quite the $16M you were talking about Invessi.....

Still I suppose these funds will help pay their ongoing legal bills.



Further to the market announcement of 5 September, NZF Group has now received
a final valuation report from Simmons Corporate Finance Limited on its
shareholding in MPMH Limited. MPMH is the parent company of Mike Pero
Mortgages and 50% owner of Mike Pero Real Estate. The valuation was
commissioned as part of the sale process NZF has entered with Liberty
Financial, its joint venture partner in MPMH.

The valuation has assessed the value of NZF's 50% shareholding at $2,762,000.
In addition, NZF would be repaid a shareholder loan of $397,000.

The proposed sale at this valuation remains subject to shareholder approval.
A notice of meeting will be lodged with NZX shortly for review and is
expected to be completed and released to the market in just over two weeks
time before despatch to shareholders.

The Board of NZF is ye
t to fully review the valuation report and determine
its recommendation to shareholders. Its recommendation will be finalised and
contained in the notice of meeting.

[minimoke]

For the sake of closure I guess we shouldn't let this 3 April Liquidation notice go by:




Announcement












GENERAL: NZF: Proposal to liquidate NZF Group Limited
04:50p.m.





NZF


03/04/2014 16:50


GENERAL





REL: 1650 HRS NZF Group Limited





GENERAL: NZF: Proposal to liquidate NZF Group Limited





NZX Limited


WELLINGTON





Completion of sell down of business assets and proposal to liquidate NZF


Group Limited





The last six years have been a very challenging period for NZF Group Limited


("the Company"), its shareholders, and the holders of Capital Notes. The


Board appreciates the support that it has received to date in these trying


circumstances.





As advised to the market in August, the Board has been very focused on


developing and implementing an inclusive strategy in conjunction with the


Company's stakeholders to preserve value for those stakeholders and achieve a


positive financial outcome for those parties.





During the course of the last ten months the Board has completed the sell


down of its primary business assets:





o in June 2013, the Company sold its interest in MPMH Limited for an amount


of $2,762,000 plus the repayment of the Company's loan to MPMH of $305,904;





o in November 2013, sold its interest in Resimac NZ Home Loans Limited and


certain subordinated notes for an amount of $1,250,000;





o sold its interest in New Zealand Mortgage Finance Limited for $95,000 on 31


March 2014.





In addition to the realisation of the above assets, the Company has had to


pay the following principal sums in settlement of certain obligations of the


Company:





o in 2012 the Company was required to pay the sum of $283,319 to the


receivers of NZF Money Limited on account of an intercompany loan between the


two companies;





o in 2011, the Company paid $900,000 to the receivers of NZF Money on account


of a subordinated note owed by the Company;





o in 2013, the Company settled a prospective $3 million claim from the


receivers of NZF Money Limited for $975,000;





As a consequence of the settlement of the above liabilities and obligations,


and the completion of the sell down of the Company's principal business


assets, and the realisation of those assets for cash, the Board worked very


hard towards developing a restructuring proposal which comprised the


following core components:





o The early redemption of the Notes for a combination of the payment of in


excess of 90% of the cash reserves held by the Company to the Noteholders,


and the issue of new shares in the Company to the Noteholders;





o The restructure and re-focus of the Company on a new commercial strategy


and the acquisition of a new business. To this end the Company was well


advanced in facilitating the acquisition by the Company of a substantial


internationally focused business;





o The target business in question was a significant enterprise, generating


revenues in excess of $100 million per annum. The business was also very


profitable. The discussions between the Company and the stakeholders of this


business were well advanced - both parties had satisfactorily undertaken


their respective due diligence investigations on each other, and a draft


agreement for the sale and purchase of this business had been circulated


between the various parties.





The focus of the above proposal was to generate a materially greater return


to Noteholders and some form of return to the existing shareholders of the


Company in the medium to long term than would otherwise be realised if the


Company was liquidated.





The proposed restructure required the approval of both the Noteholders and


the shareholders of the Company.





In respect of the documentation required to be submitted to the Noteholders,


the Company was required to prepare and submit to the Noteholders a


registered prospectus that complied with both the First Schedule of the


Securities Act 1978 and the Securities (Moratorium) Regulations 2009. One of


the requirements of the Securities (Moratorium) Regulations 2009 was that the


Company needed to include into the Prospectus certain prospective financial


information about the Company post the completion of the proposed restructure


of the Company. That prospective financial information is required to be


audited.





As announced to the market several weeks ago, RSM Prince resigned as auditors


of the Company. This put the Company in the unenviable position of having to


find a new auditor on the cusp of entering into a substantial restructuring


proposal only a few weeks before the end of the financial year of the


Company.





The Board has had discussions with a significant number of audit firms. There


have been refusals from all but one firm which derives from the legacy issues


associated with the company, namely the failure of the Company's finance


company operations and the associated litigation and regulatory


investigations associated with that failure, and the inability of the Company


to repay the capital notes in full.





These uncertainties with appointing an auditor have led to the discussions


with the target business now ceasing.





This unfortunate development has led the Board to the following conclusions:





o The Company will be unable to submit a restructure proposal to the


Noteholders in a timely manner with further investigations for a new business


required; and





o If the Company is unable to enter into a scheme with the Noteholders for


the restructure of the Notes in the near future, the Company is not a viable


commercial proposition, and the only foreseeable alternative the Board has is


to:





- work with the trustee of its capital notes with a view to distributing the


majority of the cash that the Company holds to the Noteholders as quickly and


as efficiently as possible (but subject to applicable law and regulatory


requirements); and





- recommend to shareholders that the Company be liquidated.





The Board is very disappointed that its efforts to implement the proposed


organisational structure of the Company restructure of the Capital Notes have


had to cease as it believed that the proposed restructuring would have


contributed a significant quantum of value to the stakeholders of the Company


- shareholders and Noteholders alike.


The Board will proceed to call a special meeting of shareholders of the


Company with a view to expediting the above initiatives. Further information


about the proposed wind down of the Company will be contained in the


documentation to be circulated to shareholders.


As the Company has negative equity the market is cautioned that the Company's


shares currently have no value and if the liquidation is approved, no


prospect of having value.


END


Contact:


Sean Joyce


M: 021 865 704


E: sean@corporate-counsel.co.nz


End CA:00249107 For:NZF Type:GENERAL Time:2014-04-03 16:50:33

[QOH]

Thanks for posting that minimoke. Does that mean capital note holders will get nothing?

[minimoke]

Thanks for posting that minimoke. Does that mean capital note holders will get nothing?given liabilities exceed assets and remaining cash is probably going to be used to fund directors lifestyle for a bit longer before the liquidators step in I reckon the chance of getting anything back is slim. Back in September they had about $2.6m in cash against $18m owed to notes. No matter how we do the math it looks bleak for note holders and shareholders can expect zero.

[QOH]

given liabilities exceed assets and remaining cash is probably going to be used to fund directors lifestyle for a bit longer before the liquidators step in I reckon the chance of getting anything back is slim. Back in September they had about $2.6m in cash against $18m owed to notes. No matter how we do the math it looks bleak for note holders and shareholders can expect zero.
Thanks minimoke, so in the end it didn't matter if we chose shares or extended the notes, still a big zero.

[BFG]

Very interesting thinking about recent events.

I notice Mr Joyce's name is at the bottom of recent announcements for NZF and has been very active in updating the market recently.

As a shell, NZF is primed for a new business to be inserted into it (with all the baggage that comes with it...).

And who is a good friend of Mr Joyce via the Snakk backdoor listing in 2013? Why none other than Mr Sorehead of course!

And who now owns 90% of Mega/Baboom after Mr Dotcom neededa new cash injection and was obviously a distressed seller? Sorehead of course!

Despite the rhetoric displayed in the media recently (www.nbr.co.nz best shows it), Mega Baboon has found it very difficult (if not impossible) raising funds from even foreign investors of a paltry $5M. I wouldn't be surprised if the ASX blocked the listing as well.

To compound problems, TRS has delayed the acquisition of Mega multiple times over 2014. In addition, we have seen a recent dearth in trading of the shells shares and complicit sell down at lower prices.

Recent market updates from NZF of talks with a $100M revemue per year company suggest Mega was the target company (thinking about Dotcoms excessive illegal gains). If talks are on with Baboom, it will be much lower.

In conclusion, I would not be surprised if Baboom was backdoor listed into NZF before the end of 2014. How they will consolidate the outstanding notes I do not know but suspect it will be no problem for the bottom dwellers on terms that are suited for massive gains for themselves. I smell a rat, and a HUGE one at that...

BFG

PS - I have also heard of (unsubstantiated claims) Mega users having data wiped from their accounts and email accounts being hacked from foreign lands after signing up. Even if you get a free account with Orcon, REMEMBER WHO YOU ARE DEALING WITH HERE!!! Please be careful out there people.

[minimoke]

Finally we can put this dog down and Bury it. Voluntary administration announced today.

[QOH]

Finally we can put this dog down and Bury it. Voluntary administration announced today.

Do you think there will be anything at all for the note holders or is this statement complete BS

"The purpose of the utilisation of the VA process is to expedite a timely and
cost effective distribution of funds to the NZF note holders in an orderly manner "

[winner69]

Do you think there will be anything at all for the note holders or is this statement complete BS

"The purpose of the utilisation of the VA process is to expedite a timely and
cost effective distribution of funds to the NZF note holders in an orderly manner ".

They did have $3 million odd in the bank last year.suppose most of that gone by now

But you never know you might get a small payout of sorts

[QOH]

.

They did have $3 million odd in the bank last year.suppose most of that gone by now

But you never know you might get a small payout of sorts

Thanks maybe enough for a cheap bottle of wine if lucky, I'd long given up expecting anything so anything would be a bonus.

[minimoke]

.

They did have $3 million odd in the bank last year.suppose most of that gone by now

But you never know you might get a small payout of sorts
And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine

[winner69]

And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine

That trade payables was unpaid interest on the notes I think ......but no doubt a bit of cash spent on the failed deals etc.

[whatsup]

N Z F placed into V A today, just too hard a mountain to climb.

[QOH]

And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine

Hi I did way better than a cheap bottle, if I don't go crazy I can probably buy enough Montana to last me a year. In the end note holders probably did better than if they had accepted shares. Lol at least we have closure.

[whatsup]

Is there any resolution here ?

[dragonz]

Any thought on the reverse takeover and BGI's future prospects?

[whatsup]

Any thought on the reverse takeover and BGI's future prospects?

Looks like there is life here some how !!