PAENGAROA NORTH A 1 2 REPORT - Oranga Whenua - Wellbeing of the land Oranga Tāngata - Wellbeing of the People Oranga mō te anamata - Wellbeing for ...
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Oranga Whenua — Wellbeing of the land Oranga Tāngata — Wellbeing of the People Oranga mō te anamata — Wellbeing for the future Maumahara ki te inamata — Remembering the Past PAENGAROA NORTH A 1 2 OWNERS MEETING REPORT 29 MAY 2021 PAENGAROA HALL, PAENGAROA
DIRECTORY Riria McDonald Chairperson Wiremu Keepa Trustees The New Zealand Guardian Trust Company Limited Perpetual Guardian Administration and Registry Client Manager: Gemma Mills Postal Address P.O Box 1040, Rotorua Phone number: (07) 921 7682 Office 1130 Pukaki Street, Rotorua CONTENTS Directory …….…………………………………………………………………………….………………...2 Contents ……………………………………………………...………………………………….………….2 Trust Information…………… …………………………………………………...……………………………….…3 Agenda …………………………………………………………………..……………………….………..3 Owners Meeting Minutes…………………..………………………………………………………………….……4 Trustee port………………………………………………………………………………………………………...12 Financial Report …………………………………………………………………………………………...………16 Owners Grants …………..………………………………………………………………………………….……..24 Trust Order Amendment ...………………………………………………………………………………...……...25 Trustee Election ……………………………………………………………………………………………………27 Succession ……………………………………………………………………………..…..…………...…...32 PAENGAROA NORTH A 1 2 TRUST Under the Native Land Court Act 1886 Paengaroa North A No.1 Section 2 was partitioned from a parcel of land known as Paengaroa North A No.1. The land was partitioned on Friday the 4 th May 1888 and named 111 owners as tenants in common. There are currently 1473 owners. The land is managed under an Ahu Whenua Maori Land Trust with a responsible Trustee, NZ Guardian Trust Company Ltd (currently trading as Perpetual Guardian) and two Advisory Trustees, Riria Mcdonald and Wiremu Keepa.
PAENGAROA NORTH A 1 SECTION 2: AGENDA Mihi/Karakia Apologies Previous Minutes/Minutes Arising Trustee Reports Owners Grants and Distributions Amendment to Trust Order Change to New Zealand Guardian Trust Limited Trustee Election General Business 12.00pm: Kai and Coffee 1.00pm: Visit to whenua PAENGAROA NORTH A 1 2 The land is situated on Old Coach Road, Paengaroa under legal description - PT DP 14838, PT Paengaroa North A No1 Section 2, Section 38 SO 51061 Blk VIII Maketu SD containing 24.2813 hectares. The block comprises 24.2811 ha situated on Old Coach Road, Paengaroa, 12.3 km to the South East of the village of Paengaroa near Te Puke in the Bay of Plenty. Rating Valuation: $2,680,000.00 Rates assessed: $6,406.06 Currently leased as Dairy Run off: $24,000 per annum plus rates (less 10% discount on all) The contour of the block is predominantly flat to easy undulating but with some more moderate to steep contours to the eastern portion bounding Pokopoko Stream. It is subdivided into 21 Paddocks with Improvements consisting of a set of stock yards, fencing, water reticulation, troughs and a shelter belt. The bare land is currently leased to Mr. Roberts as a Dairy run-off. The Trustees inspect the property regularly and are satisfied that the land is being farmed in a good manner. The land has for many years been leased as Dairy support land. Whilst this has provided adequate return, the trustees would like to see its earning potential maximised and after carrying out due diligence on various alternatives, they have decided to pursue the development of a Kiwifruit orchard on the land. A 10% discount on lease and rates is being given to the Lessee during this process. The Trust is seeking proposals for a joint venture partnership with a company, investor, Ahu Whenua Trust, iwi entity or other suitable entities who are interested in exploring the long term returns from this historically lucrative industry.
WHENUA DEVELOPMENT HISTORY In 2016/2017, the Trustees obtained MPI funding to complete feasibility studies on the whenua. In summary, the outcome of the feasibility study was as follows: The whenua shows significant potential for the development of Kiwifruit and the feasibility reports suggested an initial development of 8.66Ha. It was suggested that the development should be planted half in Hayward and half in Gold3. the benefits are: To provide diversification to mitigate risk. For example, with the recent PSA biosecurity incursion, Kiwifruit growers with various varieties were less susceptible to loosing their whole harvest than those who only planted in Haywood. Hayward and Gold3 vary in their phenological timings, so diversification can reduce the impact of a climatic event such as frost. For example; a severe early Spring frost may significantly impact a Gold3 block early in the stages of bud burst, whilst having no impact on Hayward blocks still in a stage of dormancy. The development of Gold3 blocks is much more expensive due to the need to purchase a licence. During the most recent tender process for licence (2021) the price required to be successful in obtaining a Gold Kiwifruit Licence will be over $560,000.00 per ha. Whilst, over time, the Gold3 becomes the more profitable of the two varieties this initial outlay is significant. Alternate proposal, planting of Avocado. This would be unlikely to be as financially beneficial as planting kiwifruit but would be likely be more cost effective due to the cost of avocado licences being substantially less than those of kiwifruit. The Trustees are keeping an open mind in respect of the options for the block and will be largely lead by the discussions with any joint venture partner and the financial feasibility and advantages for the Trust.
KIWIFRUIT DEVELOPMENT HISTORICAL SUMMARY At the AGM held on 3 June 2017, the owners passed a motion for the Trustees to continue investigations into a kiwifruit development. The Trustees have had a full feasibility studies completed and are confident in the feasibility of the kiwifruit development. Soil samples have been completed confirming that the ground is suitable for Kiwifruit. Water feasibility study completed. Confidence in bore water availability. Feasibility Reports for Kiwifruit have been completed. The block is contoured. The Shelter belt is has been planted using a mix of Crows Nest Poplars, inter-planted with Cryptomerias. An Internal natural shelter has also been completed. At the 2018 AGM, the owners were advised that APATA had rescinded their offer of a joint venture partnership due to an internal focus on infrastructure, amongst other things. Since this time, the Trust has been look- ing for an alternate joint venture partner, which has proven difficult given the rising kiwifruit development prices and the im- pacts on business and willing to invest from Covid-19.
PAENGAROA NORTH A 1 2—POTENTIAL ORCHARD DESIGN PAENGAROA NORTH A 1 2 The block includes approximately 12 ha of flat land. The balance of the block is a mix of gently rolling to steep contour which is currently unsuitable for kiwifruit, but could be made so with relatively minor contouring. The block shape lends itself well to the preferred North South row orientation for maximum utilisation of sunlight. The prevailing wind is a West to South Westerly. Exposure to wind can be managed by row orientation and the use of natural and artificial shelter. The block shape lends itself well to the preferred North South row orientation being at right angles to the prevailing wind therefore minimising the impact of wind. The shelterbelt has been established to assist with wind management. Based on the low lying nature of the block, and the lack of significant slope, it is highly likely to be frost prone. This is a common scenario for kiwifruit orchards and, in fact, low temperatures at certain times of the year are necessary for high production levels as it relates to winter chilling to promote bud burst. However, frosts are problematic in early Spring causing damage to young developing canes and late Autumn/early Winter when fruit is still on the vine. The Spring risk is exacerbated for Gold3 as it bursts bud earlier than Hayward. Frost can be mitigated through the use of overhead irrigation, and/or wind through the installation of Frost Fans. Both approaches are used throughout the region, with a tendency towards Frost Fans.
TRUSTEES REPORT Tēnā Koutou Katoa, We are honoured to present the Trustee report for this owners meeting. Last year saw an unprecedented global pandemic that presented us with challenges, particularly when looking at the much anticipated kiwifruit development which the owners have been awaiting, Since Apata reneged on the JV agreement with the trust, the Trustees have continued to work to find an alternate JV option. To date, this has not been successful, despite the significant amount of work which has gone into attempting to secure funding for the development. We have detailed the timeline of events which occurred overleaf. This has involved meeting with various interested parties, visits to the whenua and an application to the Provincial Growth Fund for funding. The Provincial Growth fund process was substantial and despite initial positive outcome, the Trust was not successful in obtaining development funding. No reason has been provided but it is likely that the fund was expended and with the election, the ongoing nature of the fund was uncertain. The Trust was successful in obtaining funding from Te Puni Kokiri for a test drill and a test bore was undertaken, with the results being favourable for water supply for the kiwifruit development. Funding was also received from the commercial advisors scheme for accounting feasibility and a Statement of Investment Policy, a document which sets investment guidelines for the Trust. In the current climate, the Trustees will face difficulties moving the development forward. These difficulties include the reluctance of some trusts to invest post-Covid, the change in post-harvest investment opportunities away from a full investment and the raising prices of kiwifruit development costs since Covid -19, which make the investment less desirable. The Trustees will continue to pursue the Kiwifruit development options for the Trust despite the challenges faced and we are optimistic that this will come to fruition. This will involve the continued pursuit of leads and continuation of relationships with both funding companies and post-harvest companies. Continued relationships with regulatory boards such as the council and the local iwi board will also be important when pursing water consents and looking to the protection of the Pokopoko steam which boarders the whenua. We note that it has been 3 years since an owners meeting has been held. While Covid-19 did impact on this, the trustees wish to also bring you positive news from a development perspective also influenced the timing. We hope that the receipt of owners newsletters updating you on the process has been sufficient but we also will endeavour to hold more regular meetings, keeping our fingers crossed that we have favourable news to report to you. This owners meeting will see the election of two new trustees and also, subject to your agreement, a much needed update of the Trust Order. We are looking forward to bringing on further owners to assist us moving forward and look forward to working with your chosen trustees. Perpetual Guardian would like to acknowledge Riria McDonald and Wiremu Keepa who have given their time as Trustees and acted in a voluntary position in order to see this development get off the ground. Their time and support has been invaluable. As always, thank you to our shareholders for their continued belief and support as we work through this process.
TIMELINE Aug18 Shelterbelt maintenance quotes received. Apata instructed to continue with maintenance. Discussions continued with 2 x potential JV partners. From August to November 2018, meetings were held with potential JV partners and visits with potential partners were undertaken to the block. Sept 18 Apata viewed shelterbelt and undertook maintenance. Sept 18 Interest from a further Trust in JV. Investment prospectus was provided. Nov 18 Commercial Advisors Scheme applied for to assist with accountants costs for feasibility and Statement of Investment Policy (SIPO) Nov 18 Meeting with Apata regarding expenses for the shelterbelt. Apata confirmed expenses were in all respects reasonable. Agreement reached with Apata that $49,000.00 for the shelterbelt would not be re-paid until such time that the Trust found a JV partner. $49,000.00 remains unpaid. Nov 18 Meeting held with interested Ahu Whenua Trust to discuss JV. Feb 19 Updated feasibility on accounting figures obtained for interested Ahuwhenua discussion. Talks held around potential JV structure. Apr 19 SIPO started with Accountant. Commercial advisors scheme funded 75%. May 19 Provincial Growth Fund application process started. Application sought for either koha or loan to fund JV process. Jun 19 Meeting with accountant for further feasibility on updated Kiwifruit figures. Commercial Advisors Scheme funded 75%. Jul 19 With rising Gold Kiwifruit licence prices, a meeting was held with Apata organics team to discuss organic process. Aug 19 PGF fund application submitted. Various meetings held with PGF fund for second half of the — Nov year, including visit to the block. Continued correspondence with interested Ahuwhenua Trust 19 pending the outcome of the PGF fund application. Indication of positive outcome from PGF fund advisors. Aug 19 Review of Trust policies to ensure continued good governance. Dec 19 PGF requested meeting in January 2020. Apata asked to review weed control around shelterbelt. Update of Kiwifruit project timeline. Risks around JV and PGF fund reviewed. Mar 20 Indication from PGF fund that a third party investor will be required. Seeka and Apata approached for investment. Seeka expresses interest to invest. No response from Apata. Apata no longer assisting Trust with shelterbelt maintenance. New Trust Order drafted. Further discussions with PGF investment fund. Apr 20 Apata given further opportunity to respond. No response. Seeka confirm interest to invest with PGF fund. May 20 Further discussions with PGF fund to clarify various aspects of development.
TIMELINE Jun 20– Continued monthly follow up with PGF fund regarding application. Continued communication Oct 20 with interested Ahu whenua Trust. Sept 20 Trustees visit orchard in Paengaroa to view avocados and organic kiwifruit. Oct 20 PG Fund advised that application was not successful. Email request sent as to reasons why. No response received. Nov 20 Continued expression of interest from Seeka to work with the Trust and be a partial investor. Further follow up with interested Ahu whenua Trust. Expression of interest from two further Ahuwhenua Trusts. Feasibility provided to them. Dec 20 Ahu whenua Trust who expressed interest notes that hiatus on investment while outcomes of Covid 19 are known. Jan 21 Meeting held with Seeka. Third party investor still required for investment to be complete. Continued to follow up with interested parties. No positive outcome. Feb 21 A further Ahuwhenua Trust referred from Seeka. Indicated interest but changed mind. Mar 21 PGF fund approached about any future available funding. Advised that outcome of PGF fund will not be known until July 21. Advised to check in again after this date but also that the Trust would be approached if there was further funding. Mar 21 Meeting with Whakatane based Ahuwhenua trust. Outcome that they prefer to invest locally but will come back to Trust in mid 2021. Apr 21 GHA and Te Tumu Paeroa approached to see if any Trusts interested in investing. No leads. May 21 Further leads approached—two investment companies. One company is a funding company which sees the orchard being returned to the Trust in the same generation. They are looking at further funding and asked us to check back in with them in Jun 2021. Discussions are on- going. May 21 Individual expresses interest in investment. Discussions are ongoing.
WHERE TO FROM HERE The Trustees will continue to pursue the Kiwifruit development in 2021. The below are the steps which the trustees intend to take. Continued follow up of all leads. Further meetings to be held with interested parties and visits to the whenua to be arranged. Updated feasibility to be completed on kiwifruit figures for 2021. Development of Memorandum of Understanding for any future agreements. Trust budgeting - including application for funding of projects where possible. Continued monitoring of water arrangements and upkeep of bore consent. Continued relationship with post-harvest companies and indication of interest to be maintained. Continued relationship with funding companies and organisations to be maintained. Investigations into shelterbelt trimming and costs associated with this. Continued communication with Lessee as any development changes occur. Induction of new Trustees and Trustee networking on 16 June 2021. Revisit all previous leads and potential investors post Covid-19.
2019, 2020 and 2021—FINANCIAL SUMMARY: INCOME & EXPENSES The Statement of profit and loss, along with the Trust Balance sheets are contained in this booklet. Should you require a copy of the full Trust accounts then please contact Perpetual Guardian for a copy of the accounts. This financial report provides a brief outline of some of the data from the financial accounts for the years ending 2019, 2020 and 2021. Financial Performance 1. The income received by the Trust each year has been stable with rent and rates being paid each year on time. I 2019, the rental was invoiced and paid earlier, hence the larger rental increase and the smaller rental received in 2020. 2. Perpetual Guardian fees have decreased with fees being halved and undercharged in an attempt to keep the Kiwifruit development process moving. Perpetual Guardian wishes to see the development succeed for the owners, 3. Accounting fees have decreased by approximately 50%. 4. MBIE grants received in 2020 were $5468.00. 5. TPK funding in 2019 of $54,740.00 for water bore testing. 6. Notable payments include $25,000.00 towards the shelterbelt in 2019 and resource con- sent costs of $503.00. Overall there has been a decrease in administration fees, noting that the advisory Trustees are acting in a voluntary role at this stage and there has been no payments of grants. .
2019 INCOME & EXPENSES
2020 INCOME & EXPENSES
2021 INCOME & EXPENSES
2019, 2020 & 2021—FINANCIAL SUMMARY: ASSETS & LIABILITIES There has not been a large shift in the balance sheet, except for the monies available to the Trust. A summary has been detailed below. Monetary assets There has been a notable decrease in monies since 2018/2019. In the year ending 2019, a payment of $25,000.00 was made to Apata. The sum of $40,000.00 was also present in the accounts from Te Puni Kokiri for funding. A payment was made to Apata of $25,000.00 was made. This was payment towards the shelterbelt costs. A payment by the Trust of $13,000.00 was made towards the test bore. The remaining monies were paid by Te Puni Kokiri. There have been expenses associated with the development. Such as the shelterbelt, resource consent etc. The bank account balance as at 21 May 2021 is $33,809.00. Fixed Assets There has been an increase in the rateable value of the property since 2019 from $2,088,213 to $2,023,704.00. Liabilities There remains a liability to Apata of $49,129.00. this is repayable upon the trust entering into an agreement with a JV partner and is interest free. There are unclaimed dividends of $12,295.00. In terms of the balance sheet as a whole, in 2019, the balance was $1,987,776. this has decreased in 2021 to $1,978,670.00. as result of the decrease in funds held by the Trust. The increase in property value has limited the decrease.
2019 BALANCE SHEET
2020 BALANCE SHEET
2021 BALANCE SHEET
PAENGAROA NORTH A 1 2 GRANTS & DISTRIBUTIONS Except for Tangihana Grants, all owners distributions and dividend payments are on hold at present while the Trust is looking into the Kiwifruit development. KAUMÃTUA GRANTS The Trust has historically paid Kaumātua Grants on an annual basis each year. Each owner over the age of 65 years has been entitled to an annual Kaumātua Grant payment of $150.00. These grants are on hold at present and are being reviewed each year by the Trustees. It is the Trustees intention to reinstate these grants when possible. You are not automatically enrolled for a Kaumātua Grant and must apply to register for the grant. Despite the grant being on hold, we encourage you to register for the grant so you are on the list when the grants are re-instated. Contact Perpetual Guardian for an application form on (07) 921 7689 or by email to Leeana.Hamiora-Reweti@pgtrust.co.nz. TANGIHANA GRANTS Tangihana Grant applications are available under the following criteria: the deceased was a registered shareholder of Paengaroa North A 1 Section 2 or a beneficiary of a whanau trust that is a shareholder in the Trust; the Applicant has accurately and completely filled in the application form; the Applicant has provided all requested supporting documents; and the application is lodged within three (3) months of the date of death. Tangihana Grants will be paid to an appropriate family member as decided by the trustees, marae, funeral director or to the executor or administrator of the estate on pro- duction of information to the satisfaction of the trustees. Subject to the Trustee/s annual determination, the Tangihana Grant is currently $200.00.
TRUST ORDER—PROPOSED AMENDMENT TRUST ORDER COMPARISON Below is an outline of the major changes and issues for owners to consider between the new proposed Order and the current Order.
TRUST ORDER—PROPOSED AMENDMENT TRUST ORDER COMPARISON Below is an outline of the major changes and issues for owners to consider between the new proposed Order and the current Order.
TRUST ORDER—PROPOSED AMENDMENT TRUST ORDER COMPARISON There are two matters for the Trust Order which will be decided by the owners by show of hands PROXY VOTING The current Trust Order does not provide for owners to vote by proxy if they are unable to attend a meeting. Proxy voting is where an owner will appoint someone, who is over 20 years old, to vote on their behalf. The owner must complete a proxy form which must be submitted at least 1 hour prior to the meeting beginning. A copy of the proxy form will be attached to the Court Order. The owners will be asked to vote by show of hand if they believe that proxy voting should be includ- ed in the Trust Order or not. POLL VOTING Under the current Trust Order, all owners are treated as having one vote. For a whanau Trust, there is one vote per whanau Trust. Each owner has an equal vote, no matter how many shares they have. Under poll voting, each owners vote is worth the number of shares which they hold. For example: If Bob, Fed and Ted are the only voters, Bob has 25 shares, Fred has 15 shares and Ted has 50 shares, Ted’s vote will be greater given his 50 shares. If Bob and Fred vote, their combined vote is worth 40 shares. If Ted votes differently to them, Ted will be successful as he has 50 shares. The owners are being asked to decide if they want poll voting in the Trust Order. Poll Voting will only be undertaken if 25% of the owners present at a meeting are in favour of poll voting.
TRUSTEE NAME CHANGE RESPONSIBLE TRUSTEE NAME CHANGE Perpetual Trust Limited, one of New Zealand's five statutory trustee companies, is ultimately owned by Complectus Limited ("Complectus"), which also owns another of New Zealand's statutory trustee companies – New Zealand Guardian Trust Limited (“NZGT”). NZGT and PTL are two of New Zealand's statutory trustee companies and exist by virtue of two separate Acts of Parliament. NZGT and PTL trade jointly using a shared model under the "Perpetual Guardian" name to provide what we refer to as "private client" services ("PCS"). NZGT also provides what we refer to as "corporate client" services ("CCS"), trading as "Guardian Trust". PTL does not provide any CCS. The PCS business is unrelated to, and different from, the CCS business. The boards of Complectus, NZGT and PTL have each unanimously resolved to transition the entirety of the PCS business currently held and/or administered by NZGT to PTL. The boards of Complectus, NZGT and PTL consider that the PCS Business Transfer would have a number of administrative, commercial and regulatory benefits to our clients. Relevant staff have been moved across to be employed by PTL as part of the PCS Business Transfer, with a service agreement in place pursuant to which NZGT clients are serviced by PTL staff (where possible as a matter of law; with staff seconded from PTL to NZGT where PTL is required to discharge specific functions as a matter of law). The owners will be asked to pass the following motion: to confirm the switch to Perpetual Trust Limited as Responsible Trustee. there will be no costs associated with this change to the Trust. TRUSTEE ELECTION Given the work which will be upcoming for the Kiwifruit development, the trustees are looking to appoint two further advisory Trustees. Notice was given for all Trustee nominees to have their nominations in to Perpetual Guardian by 5.00pm on 21 May 2021. The following nominees will address the owners today: 1. Jason Newdick; 2. John Kameta; 3. Timi Peri; and 4. James (Hemi) Johnson. Each of the nominees have provided some information for the owners consideration on the following pages. They will also each address the owners at the meeting.
TRUSTEE ELECTION
TRUSTEE ELECTION
TRUSTEE ELECTION
TRUSTEE ELECTION
SUCCESSION Māori land ownership is recorded by the Māori Land Court and changes to ownership must be made through the Court. The following is a brief guide on how to succeed: 1. First step is to obtain a death certificate for the person who has passed away. This can be requested on line at: https://www.dia.govt.nz/Services-Births-Deaths-and-Marriages-Get-a-Death-Marriage-Civil-Union-or-Name- Change-Certificate. 2. If the person died with a Will, check to see if probate has been granted. Probate is a document from the court that confirms that the will is the last will of the deceased. If probate has not been granted, the will of the deceased still needs to be produced as part of the application. Download the appropriate form from the Māori Land Court Website or visit the court to obtain a form. http://www.justice.govt.nz/courts/maori-land-court/make-an-application/application-forms 3. Complete and submit the appropriate form. Normally this will be Form 21 or Form 22 however if the person died before 1993 then you will need to check with the court as to the appropriate form to file. The person(s) entitled to receive the land interests are set out in sections 108 and 109 of the Te Ture Whenua Māori Act 1993. Successors include: The children (includes legally adopted and may include whāngai If the landowner had no children, the successors are their natural brothers and sisters. If there are no children or siblings then the Court will make a determination as to who the beneficiaries are. A surviving partner is entitled to an interest for his or her lifetime or until remarriage or civil union or de facto relationship. 4. You will be advised of a court date and will need to attend a sitting of the court to confirm that the information you have provided is correct and answer any questions the judge may have. Once confirmed by the judge, you will receive a vesting order which you will receive by mail and you can then take this to Perpetual Guardian, 1130 Pukaki Street, Rotorua or email it to amber.taare@pgtrust.co.nz for more information on how to proceed. CONSIDER YOUR OWN ESTATE AND HOW YOU WISH TO SUCCEED KEEP YOUR DETAILS YOUR LANDS. DO YOU WANT A WHANAU TRUST ESTABLISHED UPDATED WITH PERPETUAL AFTER YOU PASS AWAY? DO YOU HAVE A WILL GIFTING YOUR GUARDIAN AT ALL TIMES. MĀORI LAND? WHO WILL LOOK AFTER YOUR LAND INTERESTS OR IF YOUR ADDRESS OR BANK VOTE ON YOUR BEHALF IF YOU LOOSE MENTAL CAPACITY? ACCOUNT CHANGE MAKE CONTACT PERPETUAL GUARDIAN FOR OWNERS SERVICES SUCH AS SURE TO NOTIFY PERPETUAL WILLS, EPA’S AND ASSISTANCE TO ESTABLISH A WHANAU TRUST IN GUARDIAN. YOUR WILL. PHONE: (07) 921 7689 CONTACT LEEANA HAMIORA-REWETI OR GEMMA MILLS ON 07 921 7689 OR LEEANA.HAMIORA-REWETI@PGTRUST.CO.NZ FOR MORE www.perpetualguardian.co.nz INFORMATION.
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