POT - Consortium proposal to buy out MMH.NZX

Consortium proposal to buy out Marsden Maritime
Holdings

Please find attached a joint announcement from Northland Regional
Council, Port of Tauranga Ltd and Tupu Tonu regarding a conditional
agreement to buy out minority shareholders in Marsden Maritime
Holdings by way of a Scheme Implementation Agreement (scheme).

Port of Tauranga has entered into a Capital Contribution Agreement
amongst the consortium partners to contribute $39.689 million (excluding
transaction costs and wash-up adjustments), should the scheme be
implemented.

Should the scheme go ahead, the Port has also agreed to exchange our
50% shareholding in Northport for shares in a new holding company.

As part of the consortium, Port of Tauranga is party to a Voting Agreement
with Port of Auckland (POAL), which currently owns 19.9% of the shares in
Marsden Maritime Holdings as the second largest shareholder. The
agreement is for POAL to vote in favour of the scheme, subject to the
condition that the scheme price is within the independent advisor’s range.


For more information, please contact:

Geoff Senescall
021 481 234
Geoff@senescallakers.co.nz

Media Release

25 FEBRUARY 2025

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Consortium Proposal to Buyout MMH

MEDIA RELEASE
DATE: 25 February 2025

Today it was announced that a consortium, comprising the Northland Regional
Council (“NRC”), Port of Tauranga (“POT”) and Tupu Tonu (“TT”), had conditionally
agreed to buy out minority shareholders in Marsden Maritime Holdings (“MMH”) in
order to simplify the NZX group’s ownership structure through delisting its shares and
bringing full control of Northport under a single ownership umbrella. Currently MMH
owns 50% of Northport, and POT the other 50%.

The move was initiated by NRC, which currently holds 53.6% of the shares in MMH,
following a review of its investment in MMH (as part of a wider investment portfolio
review), which identified POT and TT as consortium partners.

The conditional Scheme Implementation Agreement (“SIA”) with MMH provides for the
consortium to acquire those shares not already held by NRC at a price of $5.60 per
share (“scheme”). The MMH board has unanimously recommended that MMH
shareholders vote in favour of the scheme, subject to no superior proposal (as defined
in the SIA) being received, and as long as the scheme price falls within or above a
valuation range of an Independent Adviser. MMH has appointed Grant Samuel &
Associates as the Independent Adviser, with the approval of the Takeovers Panel.

Although key acquisition details have been agreed with MMH, the consortium’s
obligation to proceed with the scheme is conditional on NRC obtaining council
approval following a community consultation process which commences immediately
and is expected to be completed by late April.

MMH’s second largest shareholder, Port of Auckland with a 19.9% stake, has agreed to
vote in favour of the scheme, as long as the scheme price falls within or above the
Independent Adviser’s valuation range.

A special meeting of MMH shareholders is expected to be held in May 2025, subject to a
decision by NRC on whether to proceed or not following community consultation.

Consortium history and rationale
NRC identified both POT and TT as its preferred partners after a review of its investment
in MMH (as part of a wider investment portfolio review) that it commenced in early
2023. The partnership not only provides increased Northland ownership through NRC

and TT but also increased financial and operational commitment and expertise via
increased POT ownership.

The strategic rationale for the proposed transaction includes:

 The ability to better align the strategic interests of Northport with MMH’s land-
based assets to improve future growth and development prospects
 Significantly simplifying the ownership structure and optimising access to
additional capital in future
 More transparency and direct control and influence for the consortium partners,
without the constraints of being NZX-listed and having a complicated ownership
structure.

Comments from NRC, TT and POT
• NRC comments – Geoff Crawford, Chair

“Partnering with POT and TT brings real strength and alignment to this strategic
initiative. MMH, which has a 50% holding in Northport, is our single
largest investment and a hugely important asset for the future of Te Taitokerau. We
think there’s a better way to structure this investment which will have improved
benefits and outcomes for our region. Importantly, this proposal keeps ownership
of the port in New Zealand, gives Northland a bigger stake and influence over the
future direction of this regionally significant infrastructure asset, while at the same
time further strengthens our strategic partnership with the country’s largest port
operator.”

• TT comments – Ben Dalton, Chair

“We are pleased to be working closely with NRC to ensure that Ngāpuhi hapū and
iwi interests are reflected in the ownership and future of MMH and Northport.”

• POT comments – Leonard Sampson, Chief Executive

“We strongly support the rationalisation of the structure and the logic of merging
the port with the surrounding land. This simplified structure positions the port
operations for any commercial growth initiatives requiring additional capital.”

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

- NRC 43%
- POT 50%
- TT 7%

NRC‘s contribution to the proposal is not expected to have any impact on increasing
rates. NRC would fund its share in the transaction through a mix of borrowing and
proceeds from non-strategic asset sales.

NRC has also committed to set aside a further 7% of its shareholding for other iwi and
hapū with rights and interests in the Whangarei harbour and surrounding whenua.
Should those iwi and hapū wish to take up this opportunity, this would be negotiated
between iwi and hapū and the Crown, with those shares purchased by the Crown from
NRC at market value, to form part of future Treaty settlement processes. Together this
provides an opportunity for 14% of Northport to be owned by iwi and hapū of Taitokerau.

Consultation
NRC is required to seek an amendment to its Long-Term Plan to reflect the proposed
change to its shareholding in MMH, as it would be a change to the structure of a
strategic asset.

As part of this change to a strategic asset NRC, under the Local Government Act, is
required to enter into a community consultation process. A month-long feedback
period will run from Wednesday 26 February to Friday 28 March. More information,
including a detailed consultation document, will be available from
www.nrc.govt.nz/MMHproposal.

A final decision will be made in late April and, if NRC decides to proceed at that point,
the consortium’s scheme offer will become substantially unconditional.

Conditions
The SIA and scheme is conditional upon:

(a) NRC deciding to proceed, following consideration of the community
consultation feedback by late April

(if the consultation results in a decision to proceed):

(b) MMH shareholder approval, under section 236A of the Companies Act 1993, to
be sought in May
(c) receipt of High Court orders approving the scheme, under section 236 of the
Companies Act 1993, in late May/early June
(d) the Independent Adviser concluding, prior to the shareholder meeting, that the
scheme price is above or within its valuation range, and
(d) no Material Adverse Change or Prescribed Occurrence (each as defined in the
SIA) occurring prior to implementation of the scheme.

Future Port expansion a separate decision
While the consortium parties have reached agreement to work together for the
acquisition of the MMH minorities, at this stage no decisions have been made by the
consortium on the future expansion of the port or capital requirements to achieve this.

Advisers to the consortium
The consortium is being advised by Cameron Partners and Chapman Tripp.

Please direct all inquiries to:
Geoff Senescall
021 481234
Geoff@senescallakers.co.nz

About NRC
Northland Regional Council has had a major shareholding in commercial port-related
activities in Te Taitokerau / Northland since the 1980’s. There have been changes over
time, with NRC originally owning 72.3% of MMH (previously known as Northland Port
Corporation) – a publicly-listed company on the NZX, but today NRC retains a majority
shareholding of 53.6% in MMH. MMH owns 150ha of commercial property in Marsden
Point along with a 50% shareholding in Northport Ltd (“Northport”), a deep-water
commercial port. Port of Tauranga owns the other 50% of Northport. Any change in
ownership and/or control of this strategic asset requires public consultation and an
amendment to the council’s recently adopted Long Term Plan 2024-2034.

About TT
Tupu Tonu is a Crown-owned investment company tasked with acquiring and building a
portfolio of commercial assets that can be offered in future Treaty settlement
negotiations with Ngāpuhi. To date, Tupu Tonu has invested approximately half of its
$150m initial capital allocation in a range of whenua-based and strategic sectors such
as infrastructure and energy, primary industries and commercial property.

About POT
Port of Tauranga (NZX:POT) is New Zealand’s largest port and international freight hub.
It has container and bulk cargo wharves in Tauranga connected via road and rail to
inland ports in Hamilton and Auckland. Its investments include a 50% shareholding in
Northport, a 50% shareholding in PrimePort Timaru, a 50% shareholding in logistics
company Coda and a 50% shareholding in Ruakura Inland Port.