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SFO probing NZX listed NZF Group and its failed finance company subsidiary NZF Money over related party transactions

SFO probing NZX listed NZF Group and its failed finance company subsidiary NZF Money over related party transactions

The Serious Fraud Office (SFO) says it has launched an investigation into the sharemarket listed NZF Group, its failed finance company subsidiary NZF Money and their related companies over alleged related party transactions between members of the group, directors and officers since 2006.

In a statement the SFO said both it and the Financial Markets Authority had been assessing a range of allegations relating to the conduct of the group.

"The primary focus of the SFO assessment relates to alleged related party transactions between members of the group, its directors and officers. The transactions cover a period from 2006 to the present," SFO CEO Adam Feeley said.

"We are extremely conscious of the need to respond quickly where material concerns arise. We are satisfied that there are valid grounds for an investigation into the wider group, and that there is a legitimate interest in publicly advising investors of this investigation.”

He said the SFO had commenced a Part II investigation into all of NZF Group Limited, NZF Money Limited, and their related companies.

NZF Money traded as a finance company, primarily providing commercial and residential loans. It was tipped into receivership on 22 July 2011 by trustee Covenant Trustee Company due to an anticipated trust deed breach, owing debenture holders about NZ$16.4 million.

"Investors who have information relating to this case that may be of interest to the SFO are encouraged to contact the investigation team in the first instance on 0800 109 800 or," Feeley added.

In a statement, NZF Group chief executive Mark Thornton said the company would fully cooperate with the SFO investigation.

"But the Board has no knowledge of any related party transactions that could be subject of such an investigation and the CEO has also questioned past executive directors who also confirm that they are not aware of any such related party transactions," NZF Group's statement said.

Receiver's concerns & Mike Pero Mortgages' partners action

In its second report released earlier this week, NZF Money's receiver KordaMentha said NZF Money's loan book was "significantly overvalued' with a "significant level" of unrealised bad debts. The receiver estimates debenture holders will get back between 25% and 42% of their money. KordaMentha also said Hillview Trust, which is associated with NZF Money director Pat O'Connor, claims an interest in the proceeds of "certain loans" in priority to Covenant Trustee's interest. KordaMentha's Grant Graham and Brendon Gibson said they "do not yet agree Hillview Trust's view is valid."

NZF Group also owns 50% of Mike Pero Mortgage Holdings. Last month it it received a statement of claim from parties representing Liberty Financial Limited, the co-owner of Mike Pero Mortgages, alleging NZF Group was in breach of a joint venture agreement between the two established in June 2006 to own Mike Pero Mortgages. NZF Group says it's "vigorously defending" the allegations.

See NZF Group's bond issuer page here.

(Update adds comments from NZF Group).

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More news on NZF Group:

26 March 2012

NZF Group Limited (NZF) - announces it is in discussions with the trustee to review interest payment on Capital Notes (NZF 020)

NZF announces that while the Company has an excess of liabilities (including the capital Notes) over assets of circa $4m, it has sufficient cash to pay interest on the notes for at least the next 18 months if the Company made no new investments. Regarding the notes, the Company has started discussions with the trustee (Perpetual Trust Limited) regarding the payment of interest and a conversion to equity, and whether a proposal will be put to shareholders and note holders in the coming months. In addition, NZF does not expect that sufficient cash reserves will be generated between now and maturity of the notes in 2016 to fully redeem them for cash, meaning that the notes will convert to equity.


Mark Thornton
Chief Executive Office