Nelson City Council
Te Kaunihera o Whakatū
Held in the Council Chamber, Floor 2A, Civic House, 110 Trafalgar Street, Nelson on Thursday 8 June 2023, commencing at 9.01a.m.
Present: His Worship the Mayor N Smith (Chairperson), Councillors M Anderson, M Benge, T Brand, M Courtney, J Hodgson, Councillor R O'Neill-Stevens (Deputy Mayor), K Paki Paki, P Rainey, C Rollo, R Sanson, T Skinner and A Stallard
In Attendance: Chief Executive (N Philpott), Group Manager Infrastructure (A Louverdis), Group Manager Environmental Management (M Bishop), Group Manager Community Services (A White), Group Manager Corporate Services (N Harrison), Group Manager Strategy and Communications (N McDonald), Team Leader Governance (R Byrne) and Senior Governance Adviser (H Wagener)
Apologies : Councillor M Anderson
Karakia and Mihi Timatanga
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2. Receives and accepts the apologies from Councillor M Anderson for lateness. |
3. Confirmation of Order of Business
The Chair advised that the order of business would be adjusted to progress the meeting efficiently.
There were no updates to the Interests Register, and no interests with items on the agenda were declared.
5.1. Nelson Environment Centre
Document number R27652
Nelson Environment Centre Chief Executive Officer Anton Drazevic spoke to the work of the Nelson Environment Centre and answered questions on the Kai Rescue, the e-waste programmes and challenges at the ReUse and Recycling Centre.
5.2. Citizens Advice Bureau
Document number R27733
Nelson Tasman Citizen’s Advice Bureau Board Chair and National Board member, Phil Smith, and Nelson Tasman Citizen’s Advice Bureau member, Denise McGregor, spoke to a tabled presentation (1982984479-6078) and answered questions on on the methodology and frequency of interaction and advice to individual customers.
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1 1982984479-6078 - Citizens Advice Bureau Nelson Tasman Inc. |
6.1 4 May 2023
Document number M20121, agenda pages 16 - 27 refer.
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1. Confirms the minutes of the meeting of the Council, held on 4 May 2023, as a true and correct record. |
6.2 25 May 2023
Document number M20163, agenda pages 28 - 35 refer.
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1. Confirms the minutes of the meeting of the Council, held on 25 May 2023, as a true and correct record. |
7. Recommendations from Committees
7.1 Audit, Risk and Finance Committee - 1 June 2023
7.1.1 Review of Council's Section 17A service delivery reviews process
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1. Approves the below changes to Council’s Section 17A review process: a. Increase the value threshold that triggers a service delivery review under Section 17A of the Local Government Act 2002 from $100,000 to $1 million per annum; and c. Delegate the Chief Executive responsibility to sign off reviews unless they meet a threshold of either: i. proposing considerable change to the service’s delivery and/or ii. is assessed as being of medium or high significance against Council’s Significance and Engagement Policy; and d. An annual report be presented to Council on progress and outcomes of Council’s Section 17A reviews. |
7.1.2 Internal Audit Plan 2023-2024
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1. Approves the Draft Annual Internal Audit Plan for the year to 30 June 2024 (1194974384-3368). |
Attendance: Councillor M Anderson joined the meeting at 9.59a.m.
8. Infrastructure Holdings Limited
Document number R27725, agenda pages 36 - 72 refer.
Group Manager Corporate Services, Nikki Harrison took the report as read, tabled an updated attachment Unanimous Shareholder Resolutions and Entitled Persons’ Agreement in relation to the “Restructuring Transactions” (1511110536-699), and spoke to a PowerPoint presentation (1982984479-6089). She answered questions on the Council’s capacity through the Statement of Intent, Statement of Expectations and the Annual Plan to control Infrastructure Holdings Limited’s ability to increase its levels of debt.
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1. Receives the report Infrastructure Holdings Limited (R2772525) and its attachments (1511110536-695, 1511110536-698 and 1511110536-699). Recommendation from the Joint Shareholders Committee 22 May 2023. The Council notes as follows: Purpose A the purpose is to seek Council’s approval for: a) the necessary amendments to update the form (previously approved by each of Nelson City Council (NCC) and Tasman District Council (TDC)) of each of: i. the Infrastructure Holdings Limited (IHL) Shareholders’ Agreement to be in the form attached (1511110536-695) (Shareholders’ Agreement); ii. the Agreement for Sale and Purchase of Shares in Port Nelson Limited (PNL) and Nelson Airport Limited (NAL) in the form attached (1511110536-698) (Agreement for Sale and Purchase of Shares) under which the shares of PNL and NAL are to be transferred from NCC and TDC to IHL; iii. Unanimous Shareholder Resolutions and Entitled Persons’ Agreement in relation to the “Restructuring Transactions” (as defined in the Council’s previous resolutions [CL/2022/226] (1982984479-6044) (1511110536-699); and b) an updated resolution for the purposes of section 50 of the Companies Act 1993 (Act) (1511110536-699) Share values B. when the Joint Shareholders Committee previously approved and recommended to each of NCC and TDC (in RJSC22-6-1) the form of a Shareholders’ Agreement for IHL and an Agreement for Sale and Purchase of Shares in PNL and NAL, the values for the shares in each of PNL and NAL were recorded at book value (being, at that time, $8,446,000 in total); and C. upon the incorporation of IHL on 17 January 2023, NCC and TDC each subscribed for 42,230 ordinary shares in IHL (being 84,460 ordinary shares in total) (Initial Shares), at an issue price of $100.00 per share (Initial Share Issue). The total subscription amount for the Initial Shares was therefore $8,446,000 (Initial Subscription Amount). This was equal to the aggregate book value of PNL and NAL, as determined at the time that RJSC22-6-1 was approved. The consideration for the Initial Shares (being the Initial Subscription Amount) remains unpaid and will be paid to IHL in accordance with the Shareholders’ Agreement (that is to be approved in these resolutions); and D. Deloitte has now advised that the share values for each of PNL and NAL need to be recorded at market value (being the value of net assets as at 31 March 2023) for the purposes of the transfer of those shares from NCC and TDC to IHL on 1 July 2023. Deloitte has valued the net assets of: i. NAL at $103,700,000; and ii. PNL at $275,700,000, resulting in a total net asset value of $379,400,000 for PNL and NAL combined (New Valuation); and E. in order for IHL to be capitalised in an amount equal to the purchase price for the shares in PNL and NAL (being $379,400,000), it will be necessary for NCC and TDC to each subscribe for a further 1,854,770 ordinary shares in IHL (being a further 3,709,540 ordinary shares in total) (Second Shares) at an issue price of $100.00 per share (Second Share Issue). The total consideration for the Second Share Issue will be $370,954,000 and will also be paid in accordance with the Shareholders’ Agreement; and F. the Shareholders’ Agreement and the Agreement for Sale and Purchase of Shares have been updated from the form provided at 22 September 2022, to reflect the New Valuation and the Second Share Issue; and G. Entitled persons’ approvals will be required under the Act prior to IHL’s entry into the Shareholders’ Agreement and Agreement for Sale and Purchase of Shares, on the basis that (among other reasons already notified to this Council) the Second Share Issue will be undertaken in accordance with: i. section 107(2) of the Act so that the Second Shares may be issued otherwise than in accordance with sections 42, 44 or 45 of the Act; and ii. clause 3.4 of IHL’s constitution; H. The Council resolution at 22 September 2022, noted at items G., H., I., and S. that: G. As part of the proposal to incorporate IHL, it is proposed that each of the Shareholders transfer all their shares in PNL and NAL to IHL (Share Sale) for $8,446,000 in total (Purchase Price). The Purchase Price will be owed to the Shareholders in equal portions (being $4,223,000 each). The Crown holds, and will continue to hold, one special “Kiwi Share” in NAL. H. The Purchase Price allocation is: a) $2,400,000 for the shares in NAL; and b) $6,046,000 for the shares in PNL. I. Nelson City Council and Tasman District Council will each subscribe for 42,230 ordinary shares in IHL (being 84,460 ordinary shares in total) (Initial Shares), at an issue price of $100.00 per share (Initial Share Issue). The total subscription amount for the Initial Shares is therefore $8,446,000 (Initial Subscription Amount), which is equal to the Purchase Price. S. The Restructuring Proposals and the Financing Proposals will require the approval of the Shareholders as: a) the proposals are, or may be, “major transactions” (as defined in section 129 of the Companies Act 1993 (Act)); b) the Initial Share Issue and the New Share Issue require the agreement of IHL’s entitled persons (as that term is defined in the Act) for the purposes of section 107(2) of the Act. The only entitled persons of IHL will be the Shareholders; and c) Nelson City Council and Tasman District Council (as the shareholders of IHL) must consent, for the purposes of section 50 of the Act and for all other purposes, to becoming the holder of the Initial Shares and the New Shares. That the Council: 1. Amends clauses G., H., I., and S. of Resolution CL/2022/226 of the Council meeting on 22 September 2022, to reflect the New Valuation, the Second Share Issue and the updated form of Unanimous Shareholder Resolutions and Entitled Persons’ Agreement, as follows: G. As part of the proposal to incorporate IHL, it is proposed that each of the Shareholders transfer all their shares in PNL and NAL to IHL (Share Sale) for $379,400,000 in total (Purchase Price). The Purchase Price will be owed to the Shareholders in equal portions (being $189,700,000 each). The Crown holds, and will continue to hold, one special “Kiwi Share” in NAL. H. The Purchase Price allocation is: a) $103,700,000 for the shares in NAL; and b) $275,700,000 for the shares in PNL. I. Upon incorporation of IHL, Nelson City Council and Tasman District Council each subscribed for (and IHL issued) 42,230 ordinary shares in IHL (being 84,460 ordinary shares in total) (Initial Shares), at an issue price of $100.00 per share (Initial Share Issue). The total subscription amount for the Initial Shares is therefore $8,446,000 (Initial Subscription Amount) which will be paid for in accordance with IHL’s Shareholders’ Agreement. Since IHL’s incorporation on 17 January 2023, Deloitte has valued the shares in PNL and NAL at a total combined value of $379,400,000. Accordingly, in order to capitalise IHL in an amount equal to the Purchase Price, Nelson City Council and Tasman District Council will each subscribe for a further 1,854,770 ordinary shares in IHL (being a further 3,709,540 ordinary shares in total) (Second Shares) at an issue price of $100.00 per share (Second Share Issue). The consideration for the Second Share Issue will also be paid in accordance with the Shareholders’ Agreement. S. The Restructuring Proposals and the Financing Proposals will require the approval of the Shareholders as: a) the proposals are, or may be, “major transactions” (as defined in section 129 of the Companies Act 1993); b) the Initial Share Issue requires the agreement of Nelson City Council and Tasman District Council as IHL’s shareholders and only entitled persons (as that term is defined in the Companies Act 1993) for all purposes (including to meet any requirement under the Companies Act 1993). c) the Second Share Issue and the New Share Issue require the agreement of IHL’s entitled persons (as that term is defined in the Companies Act 1993) for the purposes of section 107(2) of the Companies Act 1993, and for the purposes of clause 3.4 of IHL’s constitution. d) Nelson City Council and Tasman District Council (as the shareholders of IHL) must consent, for the purposes of section 50 of the Companies Act 1993 and for all other purposes, to becoming the holder of the Initial Shares, Second Shares and the New Shares; and 2. Consents, for the purposes of section 50 of the Companies Act 1993 and for all other purposes, to being the joint owner in equal shares of the Initial Shares, Second Shares and the New Shares; and 3. Approves the Shareholders’ Agreement, Agreement for Sale and Purchase of Shares, and Unanimous Shareholder Resolutions and Entitled Persons’ Agreement that will apply in place of the form of these documents previously approved by Council. |
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1 1511110536-699 Unanimous Shareholder Resolutions and Entitled Persons’ Agreement in relation to the “Restructuring Transactions” 2 1982984479-6089 - Infrastructure Holdings Limited presentation |
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The meeting adjourned from 10.06a.m. until 10.12a.m.
Document number R27737
Nelson Youth Council members Ruth Buckland and Darcy Lawrey, supported by other members of the Nelson Youth Council, spoke to a tabled presentation (1982984479-6088) and answered questions on the value of the Youth Council as a representative voice for Nelson’s youth, the Youth Council’s goals for the current triennium and of their own personal development.
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1 1982984479-6088 - Nelson Youth Council presentation |
The meeting adjourned from 10.38a.m. until 10.59a.m.
10. City for All Ages Update (Agenda Item 11)
Document number R27711, agenda pages 99 - 104 refer.
The Chair of the City for All Ages Implementation Group, Paul Steere, and Group Manager Strategy and Communications, Nicky McDonald, took the report as read. They answered questions on the availability and suitability of information on the aging population of the city that would assist with the Long Term Plan development and indicators such as housing and transport that could be tracked and reported to Council.
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1. Receives the report City for All Ages Update (R27711). |
11. Mayor's Report (Agenda Item 8)
Document number R27734, agenda pages 73 - 76 refer.
His Worship the Mayor Hon Dr Smith took the report as read and tabled documents relating to the Nelson Hospital upgrade (1118544611-7144, 1118544611-7145, 1118544611-7146). He advised that to date no resource consent application had been received for a new hospital and due to the increasing uncertainty that the statutory deadline would be met, urgent pro-active engagement with Te Whatu Ora would be required. During discussion the recommendation was reworded to include working collaboratively with Te Whatu Ora and Government to resolve the redevelopment and that Tasman District Council Elected Members would be invited to a future briefing from Te Whatu Ora.
Attendance: Councillor Benge left the meeting at 11.49a.m. and rejoined the meeting at 11.57a.m.
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1. Receives the report Mayor's Report (R27734); and 2. Agrees that His Worship the Mayor, on behalf of Council, write to the Minister of Health and Te Whatu Ora officials seeking an urgent briefing to the full Council by Ministers and/or officials on the Nelson Hospital redevelopment project and commits Council to work collaboratively with Te Whatu Ora and Government on resolving the redevelopment; and 3. Agrees that Tasman District Council Elected Members be invited to the briefing from Te Whatu Ora on the Nelson Hospital redevelopment project; and 4. Acknowledges the people involved with managing the May 2023 weather event; and 5. Acknowledges the engineering team for the emergency river works in the Whangamoa River following the August 2022 weather event that prevented further damage and isolation for the Kokorua community in the May 2023 heavy rainfall event. |
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1 1118544611-7145 Andrew Little article January 23 2021 2 1118544611-7144 OIA Redacted 3 1118544611-7146 - Letter from Rachel Boyack regarding Nelson Hospital Rebuild |
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12. National Policy Statement - Urban Development Annual monitoring report 2021/2022 (Agenda Item 10)
Document number R27674, agenda pages 77 - 98 refer.
Group Manager Environment and Climate, Mandy Bishop, and Senior City Development Adviser, Martin Kozinsky, took the report as read.
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1. Receives the report National Policy Statement - Urban Development Annual monitoring report 2021/2022 (R27674) and its attachment (336940202-6957); and 2. Approves publishing the report National Policy Statement on Urban Development, Nelson-Tasman Joint Monitoring Report, June 2022 (336940202-6957) on the Council’s website. |
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1. Confirms, in accordance with sections 48(5) and 48(6) of the Local Government Official Information and Meetings Act 1987, that Hana Wilkinson and Nicola Gausel, from Te Whatu Ora remain after the public has been excluded, for Item 12 of the Confidential agenda (City Club and Tasman Rugby Union - Approval for Ground Lease at Trafalgar Park Lane and Agreement to Lease Variation at Kinzett Terrace), as they have knowledge relating to this item that will assist the meeting. 2. Confirms, in accordance with sections 48(5) and 48(6) of the Local Government Official Information and Meetings Act 1987, that Bruce Gilkison, from Businesses for Climate Action remain after the public has been excluded, for Item 5 of the Confidential agenda Establishing a new contestable Climate Change Mitigation Fund, as he/she has knowledge relating to this item that will assist the meeting. |
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3. Excludes the public from the following parts of the proceedings of this meeting. 4. The general subject of each matter to be considered while the public is excluded, the reason for passing this resolution in relation to each matter and the specific grounds under section 48(1) of the Local Government Official Information and Meetings Act 1987 for the passing of this resolution are as follows: |
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General subject of each matter to be considered |
Reason for passing this resolution in relation to each matter |
Particular interests protected (where applicable) |
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Council Meeting - Confidential Minutes - 4 May 2023 |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7. |
The withholding of the information is necessary: · Section 7(2)(i) To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations) · Section 7(2)(a) To protect the privacy of natural persons, including that of a deceased person · Section 7(2)(g) To maintain legal professional privilege · Section 48(1)(d) That the
exclusion of the public from the whole or the relevant part of the proceedings
of the meeting is necessary to enable the local authority to deliberate in
private on its decision or recommendation in any proceedings to which this
paragraph applies. |
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Council Meeting - Confidential Minutes - 25 May 2023 |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7. |
The withholding of the information is necessary: |
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3 |
Mayor's Report - Taskforce Remuneration |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(a) To protect the privacy of natural persons, including that of a deceased person |
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City Club and Tasman Rugby Union - Approval for Ground Lease at Trafalgar Park Lane and Agreement to Lease Variation at Kinzett Terrace |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(b)(ii) To protect information where the making available of the information would be likely unreasonably to prejudice the commercial position of the person who supplied or who is the subject of the information · Section 7(2)(i) To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations) |
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5 |
Stoke Rugby Football Club - Approval for Lease Term Variations |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(i) To enable the local authority to carry on, without prejudice or disadvantage, negotiations (including commercial and industrial negotiations) |
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6 |
Establishing a new contestable Climate Change Mitigation Fund |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(a) To protect the privacy of natural persons, including that of a deceased person · Section 7(2)(h) To enable the local authority to carry out, without prejudice or disadvantage, commercial activities |
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7 |
Appointment of Chair to the Board of the Nelson Marina Management Council Controlled Organisation |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(a) To protect the privacy of natural persons, including that of a deceased person |
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8 |
Nelson Regional Development Agency - reappointment of Director |
Section 48(1)(a) The public conduct of this matter would be likely to result in disclosure of information for which good reason exists under section 7 |
The withholding of the information is necessary: · Section 7(2)(a) To protect the privacy of natural persons, including that of a deceased person |
The meeting went into confidential session at 12.30p.m and resumed in public session at 4.27p.m.
Attendance: Councillors Rainey and Brand left the meeting at 4.35p.m.
Attendance: Councillors Skinner and Anderson left the meeting at 4.41p.m.
Karakia Whakamutanga
14. Restatements
It was resolved while the public was excluded:
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Mayor's Report - Taskforce Remuneration |
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2. Agrees that the Report (R27740) remains confidential at this time. |
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City Club and Tasman Rugby Union - Approval for Ground Lease at Trafalgar Park Lane and Agreement to Lease Variation at Kinzett Terrace |
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6. Agrees that Report (R27614) and its attachments (1655281707-22950 and 1655281707-22951) only be made publicly available following completion of negotiations and at that time still be subject to redaction of information that is required to be withheld under LGOIMA section 7(2)(b)(ii) – release would be likely to unreasonably prejudice the commercial position of a person who supplied or is the subject of the information. |
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3 |
Stoke Rugby Football Club - Approval for Lease Term Variations |
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3. Agrees that the decision and the report Stoke Rugby - Request for new lease terms at the Pūtangitangi Greenmeadows Centre (R27663) be made public following the completion of negotiations; and 4. Agrees that the attachment (1655281707-22926) remain confidential at this time. |
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4 |
Establishing a new contestable Climate Change Mitigation Fund |
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6. Agrees that the decision only be made publicly available following establishment of the contestable Climate Change Mitigation Fund; and 7. Agrees that Report (R27637) remain confidential at this time. |
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Appointment of Chair to the Board of the Nelson Marina Management Council Controlled Organisation |
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4. Agrees that the Decision, Report (R27606), Attachment (1511110536-692) and the decision remain confidential at this time; and 5. Agrees that the appointment be made public once it has been finalised. |
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6 |
Nelson Regional Development Agency - reappointment of Director |
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3. Agrees that the decision only be made publicly available on the Nelson Regional Development Agency’s website (www.nelsontasman.nz) once the appointment has been announced. |
There being no further business the meeting ended at 4.51p.m.
Confirmed as a correct record of proceedings by resolution on 7 July 2023.
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1. Confirms the minutes of the meeting of the Council, held on 8 June 2023, as a true and correct record. |