A consortium comprising Tupu Tonu, the Northland Regional Council, and Port of Tauranga publicly announced they have lodged a conditional offer of $108m to buy out the minority shareholders in Marsden Maritime Holdings (MMH).

The intention of the bid is to simplify the ownership structure, combine the assets already partly owned by the Council (53.6% MMH) and Port of Tauranga (50% Northport), to end up with a joint-venture company, which includes Tupu Tonu.

The intended acquisition of New Zealand Stock Exchange (NZX) listed port company – Marsden Maritime Holdings (MMH) proposes the Consortium to:

1. Buy out the shares in Marsden Maritime Holdings through a ‘Scheme of Arrangement’;
2. Delist Marsden Maritime Holdings from the New Zealand Stock Exchange (NZX); and
3. End up with a joint-venture company that combines Marsden Maritime Holdings and Northport.

Should all conditions be met and minority shareholders accept the scheme offer then the ownership structure of the combined MMH and Northport entity would be as follows:

• Northland Regional Council 43%
• Port of Tauranga 50%
• Tupu Tonu 7%

The shareholding contributions and funding to complete the transaction would be as follows:

• Northland Regional Council’s 53.6% stake in MMH + $42m
• Port of Tauranga’s 50% stake in Northport + $39m
• Tupu Tonu $27m

The offer has been formally presented by the Consortium to MMH at a price per share of $5.60.

The new entity and allocation of Board seats will reflect the relative shareholdings held. NRC and POT will appoint three directors respectively on the six-member Board. Tupu Tonu is a shareholder in the new entity.

The Tupu Tonu share is too small to be reflected in the six-member Board. NRC will consult with Tupu Tonu regarding shareholder and director decisions.

Tupu Tonu is focused on investments that are of strategic economic importance to Te Taitokerau such as infrastructure and energy assets.  Where possible, we are looking to invest in opportunities that create economic growth and employment.

The port is a critical piece of regional infrastructure that is key to building commerce in the north. As a minority shareholder, the structure of this arrangement was an important consideration. Investing with key partners matters to us and enables alignment with Tupu Tonu’s investment strategy to acquire assets in the north.

Tupu Tonu, also known as the Ngāpuhi Investment Fund Ltd, was established in 2021 as a Crown-owned company to acquire and grow the value of a portfolio of high-performing commercial assets that may be offered to Ngāpuhi in the future.

Tupu Tonu was given $150m by the Government and has spent about half by purchasing a range of assets including commercial properties, housing, a carbon forest, agriculture, and solar farm. The port is their most significant investment to date.

Ngāpuhi is the largest iwi in the country with an estimated 185,000 affiliated members. Many attempts have been made to start the settlement process, but it is yet to formally begin.

In the meantime, to pre-empt the settlement and because there are few Crown assets in the North, funds have been set aside to take advantage of investment opportunities and build a portfolio.

Whilst Ngāpuhi remains unsettled, opportunities to purchase assets are being lost and unlikely to be available again within the foreseeable future.

The port is a critical piece of regional infrastructure for the North and the opportunity to partner with key partners provides significant exposure to a key strategic asset.

Should all conditions be met and minority shareholders accept the scheme offer then Tupu Tonu would own 7% of the combined MMH and Northport entity.

A portion of annual profits are distributed annually to Ngāpuhi members and organisations by Tupu Tonu through our Tukua programme.

Tukua Round 3 closed on Friday, 17 January. Four successful kaupapa were supported as early approvals for events leading up to or including Waitangi. This disbursement round was focused on funding capacity and capability building to support the Treaty negotiations process. $750,000 was made available and for grants up to $30,000. Everyone who applied will be notified after 27 March 2025.

The Tukua Round 4 kaupapa and date has not yet been set but will probably be held in the second half of the year. A public notice will be sent out once the details have been confirmed.

Accepting Tukua funds does not impact future treaty settlements.

The conditional offer, share option bid and step by step process has been laid out for shareholders to consider. We cannot determine or unduly influence their decision.

When the opportunity to invest in the port infrastructure presented itself, Tupu Tonu was able to act decisively and do all we could to secure our position at the consortium table. Whether we are successful or not, we have indicated publicly our interests and capability to invest in Northland.