Special General Meeting Notice

Notice of Special General Meeting

Meeting details:

1. A special general meeting of Te Kawerau Iwi Settlement Trust (the Trust) will be held at Totara Room, Manukau Civic Building, 31 – 33 Manukau Station Road, Auckland on 20 November 2019, commencing at 7pm.

2. The meeting has been called to consider and vote on special resolutions as set out below.

Special Resolution:

3. The proposed special resolutions are as follows:
(a) To approve as a special resolution in accordance with clause 25.1 of the trust deed of the Trust (the Trust Deed):
(i) the amendment and restatement of the trust deed of Te Kawerau Iwi Settlement Trust substantially in the form as set out in the draft ‘Deed of Restatement and Amendment of Trust for Te Kawerau Iwi Settlement Trust’ available at http://www.tekawerau.iwi.nz or email rewi.newton@tekawerau.iwi.nz; and
(ii) such other amendments to the Trust Deed as the Trustees of Te Kawerau Iwi Settlement Trust consider desirable to give effect to the Transaction.

(b) To approve as a special resolution for the purposes of clause 2.5 of the Trust Deed:
(i) confirmation of the approval of the Trustees' entry into the Transaction as a Major Transaction; and
(ii) the entry by the trustees of the charitable investment trust and the charitable holding company (once established) into the Transaction to the extent that the participation by the charitable investment trust and/or the charitable holding company (as applicable) in the Transaction constitutes a Major Transaction.

(c) For the purposes of these special resolutions, the “Transaction” involves:
(i) the entry by the Trust into a sale and purchase agreement to purchase the following Ministry of Education school properties which are listed as Deferred Selection Properties in the Deed of Settlement:
(ii) Campbells Bay School;
(iii) Henderson Primary School;
(iv) Waterview Primary School; and
(v) Matipo Road Primary School, the value of which is more than half the value of the Trust’s assets prior to the acquisition of these properties;
(vi) the establishment by the Trust of a charitable investment trust which will, in turn, incorporate a charitable holding company. The charitable holding company will invest in a new special purpose vehicle (SPV JV) (yet to be established) to be jointly owned and administered with a third party;
(vii) the transfer by the Trust of the Deferred Selection Properties into the SPV JV; and
(viii) the SPV JV's purchase of the Deferred Selection Properties is to be funded by a secured loan from a third party. The SPV JV and the charitable holding company will grant security in relation to the lending.
Further information

4. Voting forms will be sent to all registered adult members of the Trust. Information regarding the reasons for the special resolution and voting procedures is available at http://www.tekawerau.iwi.nz or email rewi.newton@tekawerau.iwi.nz