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- What was the rationale for the merger?
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The combination of CBS Canterbury, Southern Cross and the financial services businesses formerly owned by Pyne Gould Corporation Limited (primarily MARAC Finance Limited) is ultimately intended to result in the creation of the only New Zealand controlled banking1 group listed on NZSX. The boards of each of the merger parties believed the merger would be value enhancing for all shareholders and would offer a better outcome than could be expected as standalone entities.
- What happened under the merger?
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As a result of the Merger:
- Heartland New Zealand Limited is a holding company, which is listed on the NZX.
- The financial services operations are undertaken through:
- Heartland Building Society, a wholly-owned building society of Heartland New Zealand Limited; and
- MARAC Finance Limited, a wholly-owned subsidiary of Heartland Building Society.
- Non-banking assets, such as the insurance business undertaken by MARAC Insurance Limited, are held in Heartland Financial Services Limited, a separate wholly-owned subsidiary of Heartland New Zealand Limited.
Heartland Building Society intends to seek registered bank status. As part of any bank registration application Heartland Building Society may convert into a company. Heartland Building Society is not a registered bank. Obtaining bank registration is subject to the satisfaction of Reserve Bank of New Zealand requirements.
- Who were the parties to the merger?
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CBS Canterbury
CBS Canterbury was established in Ashburton in 1875 and has provided financial services to its customers primarily in the greater Canterbury region since then. Its products and services include savings accounts, term investments, home loans, rural loans, commercial loans, foreign exchange and full transactional banking.
Prior to the merger CBS Canterbury was the only publicly listed building society, being listed on the NZAX. It operated through four branches across the greater Canterbury region.
Southern Cross
Southern Cross, headquartered in Auckland, has provided financial services to its customers as a building society since 1923.
Its products and services include savings accounts, term investments, home loans, rural loans, commercial loans and foreign exchange. Its distribution network comprises seven branches and approximately 40 independently owned and operated agencies located throughout the North Island.
MARAC
MARAC and its predecessors have serviced the consumer and small-to-medium enterprise market for almost 60 years. MARAC's core business is the provision of consumer and commercial lending across a broad range of sectors, and the provision of a select range of insurance products.
- Who makes up the merged group?
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Heartland New Zealand Limited
Heartland New Zealand Limited operates solely as a holding company. The business operations of the merged group are carried on by wholly-owned subsidiaries of Heartland New Zealand Limited, including Heartland Building Society and Heartland Finacial Services Limited.
Heartland Building Society
Currently, Heartland Building Society is a new building society wholly-owned by Heartland New Zealand Limited (through 20 wholly-owned subsidiaries), established under the Building Societies Act 1965 especially for the purposes of the merger.
Under the merger, the assets and engagements of CBS Canterbury and Southern Cross Building Society were transferred to Heartland Building Society, along with 100% of the shares in MARAC Finance Limited. Together with MARAC Finance Limited, Heartland Building Society will operate the current and future financial services activities of the merged group.
Heartland Financial Services Limited
Currently, Heartland Financial Services Limited is a wholly-owned subsidiary of Heartland New Zealand, established specifically for the purposes of the merger.
Under the merger, Heartland Financial Services Limited holds and operates certain non-banking activities of the merged group, including MARAC Insurance Limited and any other non-banking businesses that might be operated or acquired post merger.
Heartland Building Society is a subsidiary of Heartland New Zealand Limited. Heartland New Zealand Limited is listed on the NZSX, a securities market operated by NZX Limited (a registered exchange). Heartland New Zealand Limited does not guarantee the principal, interest or any other obligations of Heartland Building Society in relation to Deposits.