Te Arawa Group Holdings

CORPORATE STRUCTURE

Te Arawa Group Holdings Limited (“TAGH”) is the commercial subsidiary company of Te Pumautanga o Te Arawa (“TPT”).   TAGH was capitalised with financial redress assets from the settlement (a total of $34 million cash) on 24 July 2009.

Consistent with the intention and aspirations of the 11 Te Arawa Affiliate Iwi/Hapū , TPT has transfer part of the cash quatum to TAGH, it holds on trust $1 million for distribution to each Affiliate Entity, while it retains the ownership of the commercial redress assets for devolvement to the appropriate Affiliate Iwi/Hapū.  That devolvement will be in line with the CNI Forest Iwi Collective mana whenua process.   The commercial redress assets that TAGH currently manage on behalf of TPT are:

  • 4 geothermal wells
  • Rotoehu Forest/ Part West Block Crown Forest Lease
  • School Sites (Lake Rotoma School, Horohoro School, Lynmore Primary School, Ngongotaha School, Rotokawa, Mokoia Intermediate/Owhata School)
  • Shares in CNI Iwi Holdings Limited

In many Treaty of Waitangi settlements to date the commercial settlement assets are held and managed collectively, with only grants or distributions made to the marae, hapū or rūnanga affiliated to the settlement entity.   Given Te Arawa’s long history of empowering its hapū, TAGH has followed this tradition by deliberately adopting a structure that provides for the 11 Affiliate Iwi/Hapū to have direct ownership of the financial redress assets (cash quantum) through ownership of the Class B shares, and an entitlement to receive a dividend directly from the Company in equal shares, with the approval of the Class A Shareholder.

The TPT Trust Deed also provides for the direct representation and involvement of TPT in TAGH through the appointment of two TPT trustees as Directors on TAGH.  TPT monitoring and involvement is further enhanced through its “A” share or “voting” share in the company.

This structure was overwhelmingly supported by the TPT trustees and participating adult beneficiaries in 2009.”

The corporate structure of TAGH is set out as follows:

Class A Shareholder ( 1 Share, Voting Share)

The Company Constitution and Shareholders Agreement bestows the sole voting rights of TPT.  In addition, TPT holds the sole right to provide written consent for the following:

  • Distribution and payment of a dividend
  • Company Constitution
  • Liquidation
  • Acquisitions and disposals
  • Major transactions
  • Auditiors and accounting policies
  • Strategic Plan
  • Dividend Policy
  • Disputes
  • Partnerships and Joint Ventures
  • Appointment of two TPT Directors to TAGH’s Board

Class B Shareholder (99 Shares, Equity Share)

The 11 Affiliate Entities make up the Class B Shareholders.  They each will equally own nine equal shares in TAGH as per the Shareholders Agreement.

Each Class B Share confers the Class B Shareholder the right to:

  • An equal share of any declared dividends authorised by the TAGH Board (following the expiration of the three year moratorium on dividends)
  • Receive notice of and attend Annual General Meetings and Special General Meetings for TAGH.

Share Redemption Moratorium

A share redemption moratorium exists till June 2021.   If the Class B Shareholder is not satisfied with the company’s performance it can redeem its shares.  However, no more than two Class B Shareholders are able to exercise this right in any calendar year.