- Ucol-shareholders - list.king.net.nz

A catch-up with Feye
by Anne Thomson 18 Jul '19

18 Jul '19

Hi all Feye Lyall-Lobb will be in Dunedin over the weekend and is keen to meet up with some cohousers again. What about 4.00pm on Monday at Nova? That has worked on other occasions - would anyone be interested and available to come along then? Anne Sent from my iPad

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Minutes from meeting 11 July 19 - Final
by Maria Callau 15 Jul '19

15 Jul '19

Hi all, Please find attached minutes from meeting 11 July 19 - Final verison. Thanks to those who provided feedback/comments and to Frances for proofreading. Maria Callau Architectural Graduate / LBP / Energy Consultant ________________________________________ SUR ARCHITECTURE ASB House, Level 6 248 Cumberland Street, PO Box 5510, Dunedin 9058 www.sur-architecture.com

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Minutes from last meeting 11 July 19
by Maria Callau 14 Jul '19

14 Jul '19

Hi all, Minutes - yesterday's meeting attached. Please get back to me with any comments and I will issue a final version. Thanks, Maria Callau Architectural Graduate / LBP / Energy Consultant ________________________________________ SUR ARCHITECTURE ASB House, Level 6 248 Cumberland Street, PO Box 5510, Dunedin 9058 www.sur-architecture.com

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site visit
by Rainer Beneke 12 Jul '19

12 Jul '19

Hi all I spoke to Bill the site foreman this morning and booked us in for Wednesday 17th, Friday19th and Friday26 for a site visit from12.30 to 1 each day. We need to sign everybody in and out at the office and wear hardheads. He thinks an induction is not necessary. I’ll guide you around on Thursday, Maria on Friday the 19th and if its ok with Tim, he’ll guide you on Friday the 26th. see you there Rainer Please call me if you need an urgent reply. Rainer Beneke +64 21 144 7700 rainer.ucol(a)gmail.com

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Fwd: UCOL decision
by High Street Cohousing 12 Jul '19

12 Jul '19

---------- Forwarded message --------- From: Helen Davidson <helen(a)klinkertlaw.co.nz> Date: Fri, Jul 12, 2019 at 10:44 AM Subject: RE: UCOL decision To: High Street Cohousing <ucoldunedin(a)gmail.com> Thank you Anne. My best wishes for the remainder of the project. Kind regards *Helen Davidson* *LAWYER* *[image: Header_Size_klinkert_law_logo_ - Copy]* 29 Hope Street, Dunedin , 9016 PO BOX 767, Dunedin 9054 *P *03 477 7267 *F *03 477 2053 *E *helen(a)klinkertlaw.co.nz www.klinkertlaw.co.nz *From:* High Street Cohousing <ucoldunedin(a)gmail.com> *Sent:* Friday, 12 July 2019 10:37 AM *To:* Helen Davidson <helen(a)klinkertlaw.co.nz> *Subject:* UCOL decision Dear Helen, At the meeting of Urban Cohousing Otepoti Ltd on 11 June 2019, the shareholders voted to retain McMillan and Co. as our legal representatives. We recognise the huge amount of work that you have done for the High Street Cohousing project, and the many hours you have put in to get us through the complicated documentation and negotiations required to reach the stage we are now at. We want to express our grateful thanks for all of that. Thank you for the belief and passion and commitment you have brought to the work you have done for us and with us. The decision we have come to has not been made lightly or easily - it is the most difficult thing we have had to work through so far. As Urban Cohousing Otepoti Ltd, we have decided to remain with McMillan and Co. However, we hope that you will continue to be interested in the progress of High Street Cohousing. There will be an invitation for you to whatever we do to celebrate completion at the end of 2020. Yours sincerely, Anne Thomson

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Site Visit by Marama Davidson
by Tim Ross 12 Jul '19

12 Jul '19

Hi All, I have received a request via the NZ Passive House Institute for Marama Davidson to visit the project in early August. Kia ora I work in the Office of Marama Davidson, co-leader of the Green Party. Marama has the Housing Portfolio, and is in Dunedin in early August. I understand the Passive House Institute has been involved in a co-housing development in Dunedin - combining two housing options which we're very interested in! Would someone be able to put me in touch with the appropriate person to organise a site visit for Marama? Thanks! Nicole I am happy to organise a suitable time and show Marama around. Perhaps one or two others would be interested in attending? Cheers, Tim.

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A draft letter to Helen - for comment
by High Street Cohousing 12 Jul '19

12 Jul '19

If anyone has alternative suggestions, let me know - Anne Dear Helen, At the meeting of Urban Cohousing Otepoti Ltd on 11 June 2019, the shareholders agreed to retain McMillan and Co. as our legal representatives. We recognise the huge amount of work that you have done for the High Street Cohousing project, and the many hours you have put in to get us through the complicated documentation and negotiations required to reach the stage we are now at. We want to express our grateful thanks for all of that. Thank you for the belief and passion and commitment you have brought to the work you have done for us and with us. The decision we have come to has not been made lightly or easily - it is the most difficult thing we have had to work through so far. For the lifetime of Urban Cohousing Otepoti Ltd, we have agreed to remain with McMillan and Co. However, we hope that you will continue to be interested in the progress of High Street Cohousing. There will be an invitation for you to whatever we do to celebrate completion at the end of 2020.

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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.

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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.

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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)

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Ucol-shareholders