Holland Beckett’s corporate and finance team is advising long-term client the Port of Tauranga and its consortium partners, Northland Regional Council and the Ngāpuhi Investment Fund Tupu Tonu, in relation to the acquisition and take private of listed port company, Marsden Maritime Holdings.
Subject to a scheme of arrangement being successfully completed, the consortium will acquire the minority shareholding interests in Marsden Maritime Holdings. Marsden Maritime Holdings would then be delisted from the NZX. This deal will bring Northport under a single ownership umbrella, helping to secure financial sustainability, deliver on development strategy and future-proof Marsden Point.
Led by Partner Ken Hawkes, our corporate and finance team advised Port of Tauranga and its consortium partners in relation to the transaction, which was publicly announced on 25 February 2025.
Read The New Zealand Herald article here: Northport scheme: Marsden agrees to new deal with consortium for acquisition of shares
Ken Hawkes
Tauranga
tel:+6479280199
mailto:ken.hawkes@hobec.co.nz
Jess Fitzgerald
Tauranga
tel:+6479272756
mailto:jess.fitzgerald@hobec.co.nz
Matthew Mazenier
Tauranga
tel:+6472620432
mailto:matthew.mazenier@hobec.co.nz
Ruby Bell
Tauranga
tel:+6473088026
mailto:ruby.bell@hobec.co.nz
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Holland Beckett welcome finance specialist Matt Mazenier
Holland Beckett is delighted to welcome Matt Mazenier as an Associate in its Corporate and Finance practice.
Matt has recently returned to New Zealand following six years in two leading international firms in London, where he specialised in leveraged finance and private lending transactions. He has a wealth of experience advising financiers and borrowers on domestic and cross-border transactions covering a range of financing products across all levels of the capital structure.
Sam Tabak, a Partner in Holland Beckett’s Corporate and Finance team, said: “We are very fortunate to be further expanding our finance team with a lawyer of Matt’s calibre and experience. He will make a great addition to our team and will complement our existing capability in domestic and international finance transactions. We are glad to have him on board.”
Holland Beckett’s specialist finance practice advises clients on a range of finance transactions, both domestically and internationally, including in specialist areas such as asset finance, leveraged finance and project finance. It is led by lawyers with extensive experience in leading international asset, project and leveraged finance practices.
Robotics Plus acquisition by Japan’s Yamaha Motor Company
Our corporate and finance team is proud to have advised local robotics company and long-time client Robotics Plus through its recent acquisition by Japan’s Yamaha Motor Company.
Partner Ken Hawkes has worked with Robotics Plus founders Steven Saunders and Dr Alistair Scarfe for over 10 years through their journey of development and innovation, to this major milestone.
Robotics Plus is a true local success story. The Tauranga based company develops and produces robot vehicles to improve orchard efficiencies, such as the flagship ‘Prospr multi-use autonomous vehicle’. Identifying a need for such products in the horticulture industry early on, the company has grown from strength to strength, with the acquisition by Yamaha Motor Company paving the way for further international expansion and the scaling up of manufacturing.
Holland Beckett’s corporate and finance team advised Robotics Plus on the acquisition supported by the employment and commercial teams.
Read The New Zealand Herald article here: Yamaha buys Tauranga’s Robotics Plus, unveils big plans
Read Robotics Plus release here: Robotics Plus acquisition by Yamaha Motor to enable precision agriculture for growers
What your Directors and Officers Insurance doesn’t cover
Recent high profile prosecutions under the Health & Safety at Work Act (HSWA) have highlighted limitations of standard insurance cover for corporate directors and officers.
Specifically, where criminal prosecutions may result in extensive defence costs for targeted directors or officers. Typical directors and officers (D&O) insurance will not cover defence costs where the prosecution is based on criminal liability, such as sections 48 and 49 of the HSWA, in the absence of acquittal.
What D&O insurance is and what it typically covers
New Zealand law places a high standard on a company’s decision makers, i.e., its board of directors and senior executives. A company will typically place D&O insurance to mitigate the risk for such persons. This covers a range of liabilities and includes compensation for legal claims and defence costs when acting in a governance or senior role.
Companies can place D&O insurance for their directors and employees. However, a company may only effect the insurance if its constitution expressly authorises it (see s 162 of the Companies Act).
D&O insurance can include where a person is charged with a breach of director’s duties or an infringement of the Resource Management Act (RMA). However, this insurance does not, and lawfully cannot, cover all liabilities.
Gaps in cover and criminal liability
A company cannot effect D&O insurance to cover defence costs where there is criminal liability if the insured is not acquitted. This is explicit at s 162 of the Companies Act. Absent other measures, this can leave a defendant funding their own defence in relation to liability under the HSWA or the RMA.
However, a director or employee may place their own insurance personally for defence costs in relation to criminal liability (which includes liability for collusion under the Commerce Act, offences under the RMA and offences under the HSWA). Taking out personal defence cost cover is worth considering as many of these offences have strict liability, meaning, you can still be found liable for an accidental breach.
If you are a director or executive employee of a company with exposure to liability under the RMA, HSWA, Commerce Act or any other statutes that have criminal liability, it might be a good time to consider personal cover. Or, if you already have D&O insurance, reviewing what you are covered for already.
If you would like to discuss anything in relation to D&O insurance, including understanding what your policy says or what cover you might want to consider, contact our Corporate and Finance team.