According to documents filed at the Companies Office in Napier, AMP Perpetual Trustee (acting for Flat Rock Forests Trust) did not assume ownership of any shares of Flat Rock Forests Limited until sometime in the 12 months preceding March 95, though the 23 March 93 prospectus said that 77.25% was owned by FRFT.  Before that, the shares were owned by NZFL, which was owned by NZEB (99 shares) and Stephen Reidy (1 share).

As registrar, promoter, and registered office for FRFL, PriceWaterhouse presumably knew who owned the shares.  They were also the registered office of both Bonium Holdings and Macklin Holdings (previous owners of the first company called Timber Holdings Limited) and they were the registered office of the first Timber Holdings Limited, which made the initial offer of Flat Rock shares.

The March 96 annual return shows the registered office of FRFL to be that of NZEB, though no document changing the address was filed.  New accounting procedures were immediately adopted which increased the value of all the shares from $71,977 to $2.9 million for forest and land.  This may have been a bit overzealous as the full PW review said Forme had valued it March 97 at $2.349 million.

The 31 March 95 annual return said more shares were purchased to bring FRFT’s ownership up to 98%.  On that purchase, NZEB was paid a procurement fee of $33,907.  If the procurement fee was 5%, that meant the 20.75% just purchased cost $678,140 putting a value on the forest of $3.276 million.  Yet the full PW report disclosed that the minority 2% shareholding was carried at $34,000, which would put the value of the forest at only $1.7 million.  It also revealed that $72,000 was still owed FRFL shareholders for purchase of minority interest.

It is of interest that Kenilworth Forests (formerly Timber Holdings Limited - the first company of three to hold that name - and the original owner of the shares) mortgaged the newly "acquired" fully paid shares in August 95.  The 77.25% (61,800 shares) had been mortgaged in April 94.  The page numbers of the table of contents for that Deed of Mortgage of Shares do not match the document which follows.

The 31 March 98 annual return showed that the Trustee’s holdings in Flat Rock Forests Limited had been reduced to 95.5%. (Perhaps a corresponding $4,095 of the procurement fee was returned as well?)

See also:

Changing Names - Was this in the best interests of the unitholders?

The Manager had originally expected to sub-divide the freehold land after harvest into lifestyle blocks but the district scheme changed so that 6 ha lots were no longer allowed.

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