July 2019 - Ucol-shareholders

vote procedure - final email
by Sander Zwanenburg 11 Jul '19

11 Jul '19

Hi all, I confirm that the vote is by secret ballot. Please bring a pen and determine your vote in advance. Should we meet the quorum, we will proceed with the vote without any more discussion about legal representation. Since some postal votes have now been cast, I even think it is no longer appropriate to share with the group any further information or opinion about the matter itself until the votes have been collected. Below are some further procedural details. It follows our agreement and the discussion over email. I will repeat it tonight and elaborate where needed so everyone is clear. The procedure is arguably inequitable and complex; we might address these concerns later, but not tonight. I do apologise for having invited postal votes while still working out the procedure. On reflection, I think we should refrain from such invitation until the procedure is completely clear. I also apologise for my cold, technical tone. In fact, I do look forward to see you all tonight! Take care Sander Vote procedure in the meeting: 1. Quorum checks (number of shareholders, amount of funds represented) 2. Procedure rundown and reminders* 3. Distribution of ballots (incl proxy vote ballots) 4. Ballot marking 5. Ballot collection (incl postal) 6. Reading and tallying ballots 7. Announcement of the result * We vote by secret ballot and allow for mixed FOR/AGAINST votes per shareholding. Abstained/spoiled/blank votes are, in effect, the same as AGAINST votes. Since many shareholdings have a unique number of votes, we cannot have one ballot per shareholding. We will use ballots worth 1, 2, 5, and 10 votes. This means we have about 100 ballots to read out and tally. This will take 5-10 minutes.

2 1

Fwd: New purchasers - documentation changes
by High Street Cohousing 11 Jul '19

11 Jul '19

Some information relevant to item 6 status of new unit buyers. On 13 June there was a minute passed: After a lengthy discussion, considering all the points raised, the group decided to move ahead with selling the available units, understanding that legal and interest costs will need to be on top of this. We also agreed to change the legal documents so that those coming in are full shareholders. Stephen Edge was asked what the best way was of making the necessary changes in documentation, and this was his response: I have been in touch with our lawyers and the advice I’ve received is not straight forward. The current security arrangements have been structured in such a way that did not contemplate possible purchaser changes. To “swap out” an existing purchaser is possible but it will require a lot of legal work and hence cost. I’ve copied below some of the information I have received from our lawyer below: “The legal context is made more complicated by the fact that UCOL absolutely assigned its rights under each presale to KB, and notice was given to each existing purchaser. It is possible (if risks are acceptable to KB) to draft documentation (which will be complicated and hence not cheap) which ultimately has the effect of “swapping” the outgoing purchasers for the incoming purchasers. If KB wants to be co-operative (but avoid too much complication), a possible approach is as follows: 1. As per standard general terms of sale, each SPA includes “and/or nominee”. Hence each purchaser has a contractual right to nominate a third party to complete the purchase. Where a nomination takes place, it is common legal practice to enter into a nomination deed which gives effect to the nomination in favour of the “incoming purchaser” and addresses issues arising as between outgoing and incoming purchasers including, e.g. indemnities between the “outgoing purchaser” and the “incoming purchaser”. 1. You will recall that under the presale SSA, each purchaser signed acknowledgements (see example attached). If a nomination takes place, the ASP itself does not change. Each SAP will be subject to KB’s existing rights (as per the attached notice and acknowledgement). Rather than go through the whole process again (unwind the old and do again), a new form of notice and acknowledgement similar to the attached could be used (by which the incoming purchaser acknowledges BK’s rights and agrees to be bound) if a nomination takes effect. 1. Part of the agreed UCOL security arrangements was that each purchaser provided a limited guarantee and indemnity. New deeds will certainly have to be put in place with each incoming purchaser. It is a commercial decision for KB as to whether or not to release an existing guarantor and, if so, on what terms. 1. Any rearrangements would require agreement from all parties (including the existing guarantors) to the new arrangements proposed. Hence even the less complicated versions will still be time-consuming. There may be other aspects that need to be addressed, but in my opinion the above is appropriate in the circumstances.” A ball park legal fee estimate from our lawyer might be $5,000 to $8,000 + GST + disbursements plus UCOL’s lawyer will need to be involved as well. The more simple approach is to sign up the new purchasers and get them to pay good size deposits and then the exiting parties settle with them contemporaneously at settlement time. If the Group would still like to move forward and change the purchasers now can I suggest you ask your lawyer to write to me formally requesting this to happen and to outline how they see the documentation needed being dealt with. Your lawyer may have an alternative approach that might be acceptable to Kiwibank, bearing in mind the total security structure currently in place. Regards, Stephen *Stephen Edge * Senior Manager Property Finance *DDI *07 571 3846 | *M *027 8395 057 | *F *07 571 3845 *www.kiwibank.co.nz <http://www.kiwibank.co.nz/> * Kiwibank Limited, Level 1, 41 The Strand, P O Box 13333, Tauranga 3110 This email, including any attachments, is confidential. If you are not the intended recipient, any use, distribution or copying of this email or the information contained in it is prohibited. If you have received this email in error, please notify us immediately and delete it. Please consider the environment before printing this email.

1 0

Special Meeting 11 July agenda
by Sander Zwanenburg 11 Jul '19

11 Jul '19

Kia ora koutou, This Thursday we will have a Special Meeting. A reminder: if you wish, you can appoint a proxy or vote by email before Thursday 5pm. It is important to do so if you cannot come, since we need to meet a quorum. The draft agenda is copied below. Please send suggestions for amendments and apologies to Maria. If there are any responses to item 2, i.e. voting procedure, please let us know. After noon on Thursday, we will confirm the agenda and the proposed voting procedure by email. Nga mihi Sander Apologies: Warren, ... Agenda: 1. Appreciations 2. Procedure for the vote on legal representation - We are preparing a secret ballot procedure that allows for mixed voting per shareholding, aligned with Alex's email of 9 July. If there are any objections, please do raise them very soon so we can prepare for an appropriate and efficient vote procedure. 3. Vote on legal representation 4. PCG report (Rainer) 5. Site information and visit (Rainer) 6. BCG report (Donald/Maria) 7. Status of new unit buyers (Anne/Catherine) 8. Next Saturday workshops (Anne/Min) 9. Other reports, if available: - Site information - Shared Internet (Alex) - Repayment of loans - Maori name (Susan) - Mid-level flooring (Tim) - Postal address (Tim) - Community software (Gay/Jan/Sander) - PR/Media (Sander) 10. Rotating book "Happily Ever Aftering" (Anne) 11. Open Forum (we probably won't have time for this)

3 2

vote procedure
by Sander Zwanenburg 10 Jul '19

10 Jul '19

Hi all, For your information, if we meet the quorum tomorrow, present shareholders can vote as follows: 1. We will first be given vote ballots. 2. We can mix our votes across FOR and AGAINST if we want. 3. We cast our votes. 4. We read and tally them. 5. We announce the result. The motion is passed if 75% or more of all present votes are FOR. The present votes include valid, invalid, and abstained votes but exclude votes of absent shareholders who have neither voted by mail nor appointed a proxy. So in effect, abstaining or voting blank is an 'AGAINST' vote, please be aware of this. If you have a nuanced stance you can express it by a mix of FOR and AGAINST votes. Following our recent email communication, my question is if there is any desire right now to do this with a secret ballot. I have not heard it directly. If there is, please express this to me before tomorrow noon. It is totally fine; we will honour it and I will arrange a way to this procedure with anonymous ballots. If there isn't, I will prepare named ballots. Either way, we will confirm this with the agenda tomorrow and I will try my best to run this smoothly and efficiently. The agenda is ambitious and we cannot afford much time on procedural discussions. Regards Sander

2 1

Choice of lawyers
by Rachel Gibb 10 Jul '19

10 Jul '19

Dear all, Some thoughts and clarifications re tomorrow's decision. I have worked with Helen for nearly 20 years, initially as co-trustees for the Northern Downs housing group and, more recently, in unit titling a group of 8 neighbouring flats. The Northern Downs group was a highly complex non-developer-led housing project where about 20 households combined to buy 4 hectares of land on the outskirts of Dunedin. There were 16 housing units (most had been deserted or trashed by gangs or squatters) several bare building sites and several more industrial sites. Everything was on the one title, so, in order for each household to end up with their own house, we had to have them all repaired, zones altered, roads and drainage in common upgraded, and unit titles issued. Many of the people involved had never owned a house before, never thought of it as an option, had no idea of what a mortgage was or how to get one... the group included some of the original squatters and gang associates, as well as the local publican and a pig farmer. Some were on benefits, most had virtually no money. At first the DCC was obstructive, banks totally unimpressed, police were regular visitors, a house was burnt down... the risks were high, the odds not good. Helen, however, managed to negotiate a unique lease-to-buy arrangement with Housing Corp... men in suits came down from Wellington to meet us in the local pub. She negotiated a new zoning plan as soon as the old town planner left. As well as all the inevitable liasing with valuers, surveyors, tradies, inspectors, insurers, accountants, tax consultants, other lawyers and realtors, we have needed extensive juggling of finances to support each household into owning a house. The whole process has taken time, but certainly not because of Helen. Some houses have now been on sold, new houses built on previously bare sections, several people have ended up not only with a house but also mortgage free or with a bonus lump sum after common property was sold. The resulting community may be rough but it is supportive. In 2012 I sold the house that I had been allocated and made a good profit - thus enabling me to extend a loan to help kick-start this co-housing project in 2013. Eight more houses are now unit titled –with tenants in the process of buying Helen also did the conveyancing for my own extended family members to buy a small farm together, with different arrangements and shares for each person. Over the years of our association Helen has worked with different law firms – from Cook Allan Gibson to Gallaway Cook Allan, Polson McMillan to McMillan & Co. and now on to work alongside Anja Klinkert. She worked for the Northern Downs group, not with a team of other lawyers, but with a single legal secretary who had also been involved from the beginning. At no stage did I - or the others in the group -even consider staying with the firm rather than with the lawyer doing the actual work. Helen was – as she is here – the person with the considerable knowledge of the history, the intricacies and possible pitfalls of the project. My recent experiences at the McMillan office means that I would much prefer to deal with one or two people who actually understand what I am doing rather than six people sending contradictory messages. To suggest that any association with Anja Klinkert would somehow put our funds at risk because of a relatively minor offence more than 12 years ago seems like scare-mongering. Whilst not condoning her action, it was not for her own pecuniary advantage, and I don’t think that the aim of supporting grandparents to look after their grandchildren is such a huge evil that it should shadow the rest of your career. Likewise with Helen, there was no gain for her, and she was dealing with the notoriously tricky area of developing senility and contradictory family demands. Has any of this actually affected her ability to work with us over the years? Has it affected our ‘reputation’? Have people been put off joining/working with u-col because of it? We just don’t know if any other lawyer we might employ – or actually any of us - might have ever indulged in ‘creative’ accounting, driven over the speed limit, used work vehicles for private use, exaggerated an insurance claim, driven whilst perhaps over the limit, taken an illegal substance, lied to protect a loved one, felt lucky to have avoided being found out.... ? Any group project works best when people act as a team, and I have always thought of Helen as a vital member of that team. To have a lawyer who has an in-depth understanding of, and sympathy for the common goals is surely the sort of treasure you want to hold on to. She did an amazing job for Northern Downs – and is clearly knowledgeable, capable and compassionate. Being part of a community is never about being pure and blameless but rather about being inclusive and supportive - working together in spite of differences or perceived imperfections. Best wishes, Rachel

1 0

Names in order listed in shareholders register
by Anne Thomson 10 Jul '19

10 Jul '19

*Shareholders and shareholders as at 1/6/18* Rainer Beneke and Marian Quinn Gay Buckingham Jan Burch Maria Callau and Juan Puricelli Dennis Chan and Adelyn Lau Sara Ferreira Rachel Gibb Warren Hurley Kristin and Susan Jack Alex King Claire Loftus Sandy and Frances Ross Philippa and Tim Ross Jess and James Ross Catherine Spencer Sue Taylor Anne and Ian Thomson Michael and Roz Wilson Sander Zwanenburg and Nga Fong Or

6 5

Fwd: Please read before UCOL meeting - Email from Conrad Anderson preceded by an explanation from Sue T.
by Susan Taylor 10 Jul '19

10 Jul '19

Hi All, Conrad Anderson, a planning and business specialist, and his father, Don Anderson, were employed by UCOL to do our Resource Consent. Before joining his father at Anderson and Co, Conrad worked at UPSTART Business Incubator which was jointly owned by DCC, Otago University and Otago Polytechnic. UPSTART helped high-growth companies get started. Conrad is also my neighbour and a highly valued friend and his email comes, at my request, out of a casual conversation we had recently. Conrad was not aware, at the time of our conversation, of my lawyer preference. Please note that I have made Conrad aware that we have a COMMERCIAL CONSTRUCTION LOAN with Kiwibank. Lastly, when Conrad writes "UCOL's current legal adviser and former firm" he is referring to Helen Davidson and McMillan & Co respectively. Read on and thanks, Sue T Sent from my iPhone Begin forwarded message: > From: Conrad Anderson <conrad_a(a)xtra.co.nz> > Date: 9 July 2019 at 8:38:46 PM NZST > To: taysue70(a)gmail.com > Subject: Comments from Conrad > > Hi Sue, > > Further to our general discussion on legal representative associated with UCOL you ask for me to make some notes for you. Please see the following: > > First, I think it is appropriate to highlight the following: > > I have previously undertaken paid activity for UCOL, but the following has not been requested by UCOL and is not a paid activity. > My office has had prior involvement with UCOL’s current legal advisor and former firm. > As part of my work activities we are/have been engaged as part of a wider team working on larger projects. These situations assist to inform the following comments. > I am not a lawyer. The following are my personal general comments, and should not been considered professional advice. > Nothing in the following is intended to make direct comment on anyone’s abilities. > Comments: > > Usually there is a significant ‘understanding’ held by those working closely on a project. Some of the finer detail is not necessarily documented, or becomes buried within the paperwork. Hence, anyone picking up the file for the first time can either take significant time (cost?) to come up to speed, or initially might lack an appreciation of the finer details. In these situations, it is good to have someone with knowledge providing close oversight – this usually requires further additional resources. > > In terms of the legal work required by UCOL going forward, while I do not have (or need) details on that, it would seem the following applies: > > Much of the work is fairly straightforward in legal terms. If one-off specialist advice is required, this could be contracted-in for a specific matter. > I imagine much of the work can be drafted early. This could provide the opportunity for UCOL to insist on early drafting deadlines. > On settlement, there will be a lot of paper work/agreements to be completed in a short space of time. This is where junior staff/legal assistants are well placed to assist. > In terms of the ‘risk’ associated with the decision on legal representation: > > If legal services are provided by a new individual, the risks could include the potential for a loss of the finer detail and the time/cost for getting a new provider up to speed. > If legal services are provided by someone with existing knowledge but with fewer support options, the risks could include limited office support. Early drafting timeline should assist, and perhaps, the provider could provide a clear outline on how they intend to complete all the documents on settlement date and their ability to call on external expert/specialist legal resource, if required. > Overall, risk is part of all decisions. My experience suggests consistency has its benefits in most (but not all) situations. My suggestion would be to see if UCOL can reduce any concerns to the point where there is comfort to make a unanimous decision. > > Hope this is helpful. Kind regards, Conrad Anderson

1 0

ITEMS for agenda to me
by Maria Callau 09 Jul '19

09 Jul '19

Please send Items for next meetings agenda to me with: Subject: Item for agenda To help me go through as I am getting on overwhelming amount of emails... Thanku, Maria Callau 021 1847490 Sent from my iPhone Begin forwarded message: > --_000_29395d4be2df4dd7b526aa306f3436e4itsmailp03registryotago_ > Content-Type: text/plain; charset="utf-8" > Content-Transfer-Encoding: base64 > > SGkgYWxsDQoNCknigJlsbCBjaGFpciBhbmQgTWFyaWEgd2lsbCB0YWtlIG5vdGVzLg0KDQpUb25p > Z2h0IEnigJlsbCB1c2UgdGhlIGVtYWlscyByZWNlaXZlZCB0byBkcmFmdCBhbiBhZ2VuZGEgYW5k > IGNpcmN1bGF0ZSBpdCB3aXRoIGEgY2FsbCBmb3IgYW1lbmRtZW50cywgYWRkaXRpb25zLCBhbmQg > YXBvbG9naWVzLg0KDQpSZWdhcmRzDQpTYW5kZXINCg0KRnJvbTogVWNvbC1zaGFyZWhvbGRlcnMg > PHVjb2wtc2hhcmVob2xkZXJzLWJvdW5jZXNAbGlzdC5raW5nLm5ldC5uej4gT24gQmVoYWxmIE9m > IEdheSBCdWNraW5naGFtDQpTZW50OiBUdWVzZGF5LCA5IEp1bHkgMjAxOSA0OjM1IFBNDQpUbzog > QWxleCBLaW5nIDxhbGV4QGtpbmcubmV0Lm56Pg0KQ2M6IHVjb2wtc2hhcmVob2xkZXJzQGxpc3Qu > a2luZy5uZXQubnoNClN1YmplY3Q6IFJlOiBbVWNvbC1zaGFyZWhvbGRlcnNdIEFycmFuZ2VtZW50 > cy

1 0

Arrangements for vote on Thursday.
by Alex King 09 Jul '19

09 Jul '19

Given that a number of questions have come up about the voting procedures, I thought it would be prudent to propose a some procedural motions to clarify. Could these be put on the agenda? They (or an amended version) can be agreed by our normal card process. If you are not attending on Thursday and want to have a say on these, you can email your thoughts to ucoldunedin(a)gmail.com. Item 1 "Where votes are held under the UCOL agreement clause 16.3: * Shareholders shall be entitled to split their votes, with some votes voting for and some against the motion, as long as the total of votes cast by the shareholder does not exceed the number of votes allocated to the shareholder. * For joint shareholders, any of the named shareholders present at the meeting in person or by proxy or where the chairperson has received a valid postal vote, may exercise the voting right of their shareholding. In the case where more than one shareholder exercises a vote for the same joint shareholding, only the vote of the first named shareholder will be accepted as valid and counted. * For the quorum clause in 16.3.6(a), where a shareholding is joint, only one of the joint shareholders is counted as entitled to vote." Item 2 "For the shareholder vote to be held on 9 July 2019 regarding legal representation, we agree to hold a secret ballot. We appoint xxx to count the vote and certify the result." Item 3 "We agree that valid notice was given for the shareholder vote to be held on 9 July 2019 regarding legal representation." Item 4 On the night, I or the directors will also make a statement that the shareholdings and loan amounts have not changed since this spreadsheet was prepared and hence are valid as of the date of meeting. Item 5 (as previously notified, as a vote under the UCOL Agreement 16.3) "That we choose to engage Helen as our lawyer" I think there is a good chance these (1-4) will be uncontroversial and therefore quick to deal with. It is best to clarify them so there is no question of the validity of the vote. (Item 5 has been discussed already :) If anyone has serious reservations about anything in item 1 or item 3, please let me or one of the directors know well before the meeting so we have time to clarify the voting arrangements. I have attached the voting spreadsheet with the updated "First named shareholder" for joint shareholdings. Thanks, Alex

4 3

Shareholders list
by Anne Thomson 09 Jul '19

09 Jul '19

Attached are copies of the official list of shareholdings from the minute book.

2 1

2024

2023

2022

2021

2020

2019

Ucol-shareholders July 2019