Consortium buyout of MMH strongly supported by shareholders

Consortium buyout of MMH strongly supported by
shareholders
Shareholders in Marsden Maritime Holdings (NZX:MMH) today voted for
a buyout by a consortium comprising Northland Regional Council, Port of
Tauranga Limited (NZX:POT) and Tupu Tonu.
A joint announcement from the consortium is attached.
An application to the High Court will now be made to approve the
Scheme of Arrangement, which will see the consortium buyout non-
Northland Regional Council shareholders at $5.60 per share and pave
the way for Northport and Marsden Maritime Holdings to be merged
into a single entity.
For more information, please contact:
Geoff Senescall
021 481 234
Geoff@senescallakers.co.nz
Media Release
29 MAY 2025

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Consortium buyout of MMH
strongly supported by shareholders
MEDIA RELEASE
DATE: 29 May 2025
The consolidation of Northland's key infrastructure assets into a single ownership entity
took a step closer to becoming a reality today, positioning both Northport Limited and
Marsden Maritime Holdings Limited (NZX: MMH) for growth opportunities.
This followed a meeting of MMH shareholders who approved the scheme of
arrangement (“scheme”) involving the buyout of non-Northland Regional Council
(“NRC”) shareholders in MMH at $5.60 per share by a consortium comprisingNRC, Port
of Tauranga (“POT”) and Tupu Tonu (Ngāpuhi Investments Fund Ltd, or “TT”).
In a joint statement the consortium partners said: “Ours is an important strategic
partnership that enables us to speak with one voice on any development of these key
Northland assets. Our consortium represents both Northland locals and investment for
iwi and hapū settlements, alongside the expertise of New Zealand’s largest and most
efficient port operator, POT. Together we look forward to working with the government
on solutions that will not only benefit the local community but also New Zealanders in
delivering efficient import and export logistics solutions. Substantial investment will be
required from all stakeholders to develop Northport and the land holdings of MMH. But
today’s successful vote is a significant step forward in bringing together a united
commercial ownership structure capable of moving efficiently in achieving
development goals.”
The consortium’s $5.60 per share offer was within the value range assessed by
independent advisers, Grant Samuel, and entry into the Scheme Implementation
Agreement to give effect to the scheme was unanimously supported by the
independent directors on the MMH board. At a meeting in Whangārei MMH
shareholders approved the scheme paving the way for the delisting of MMH shares from
the NZX and bringing full control of Northport under a single ownership umbrella. Prior
to implementation of the scheme in late June 2025, MMH owns 50% of Northport, and
POT the other 50%.
The shareholding of the consortium comprises, NRC holding 43%, TT 7% and POT 50%.
NRC and POT will have equal decision and voting rights. NRC has also committed to set
aside a further 7% of its shareholding for other iwi and hapū that could form part of a
future Treaty settlement negotiated between iwi and hapū and the Crown, with those

shares purchased by the Crown from NRC at market value. Together this provides an
opportunity for 14% of Northport to be owned by iwi and hapū of Te Taitokerau.
• NRC comments – Geoff Crawford, Chair
“Partnering with POT and TT brings real strength and alignment to this strategic
initiative. This is our single largest investment and a hugely important asset for the
future of Te Taitokerau. We believe the consortium represents a better way to
structure our investment which will over time 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. Our investment in the consortium taking over MMH, significantly
increases our holding in the port. I note that our contribution to the proposal is not
expected to have any impact on rates. We are funding this extra investment
through a mix of borrowing and proceeds from non-strategic assets sales.”
• TT comments – Ben Dalton, Chair
“We are pleased to be working closely with NRC to ensure that Ngāpuhi interests
are reflected in the ownership and future of MMH and Northport. We are excited by
the prospects that this new partnership brings. Our participation is an example of
the commercial capability of TT to invest in Northland, giving confidence that we
are serious about securing an ownership interest in strategic regional assets like
the port, for the future, and to ensure ownership remains in the North.”
• 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.”
Implementation of the scheme
The next step towards implementation is an application to the High Court to be heard
on 13 June for final orders from the court to approve the scheme. Assuming final orders
are made the scheme is scheduled to be implemented around 26 June 2025.
Future Port expansion a separate decision
While the consortium parties have agreed to work together, at this stage no decisions
have been made by the consortium on the future expansion of the port or capital
requirements to achieve this.

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. The change in
ownership and control of this strategic asset required public consultation and an
amendment to the council’s Long-Term Plan 2024-2034, which happened in
March/April - more information about that process is available at
www.nrc.govt.nz/MMHproposal
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 two thirds 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.