John Malcolm Carr CPA has been a director of New Zealand Petroleum Exploration Limited [“NZPEL”] (Co. No. 21102, Incorp. 3 July 1968) since 9 November 1994 and according to the latest Financial Report (Year ending 31 March 2007) holds 21,000 ordinary shares in the company. (No other more recent financial reports have been registered with the NZ Companies Office). [For full details on the history of NZPEL see Appendix section 3 below]. [Update: NZPEL Struck Off Register of NZ Companies on 8 January 2015]
For colour photo of John M Carr CPA See:
Photo 1: http://www.carr.co.nz/images/jmc.jpg
For company directors and contact details see: http://www.nzpetroleum.co.nz/
and for more on John M Carr see
“US-based critic of economy has lots more to say”
The largest current shareholder of NZPEL (known as Triton Oil NZ Ltd prior to 16 December 1996) is Triton Energy Corporation, a defunct entity, that is recorded in the 2010 Annual Returns as holding 5,752,130 of NZPEL’s 19,200,688 shares. The sixth largest parcel of NZPEL shares is currently listed as held by another defunct corporation Triton Oil & Gas Cotrporation/Triton Energy Limited. The latter which was purchased by Amerada Hess Corporation in August 2001 which then changed its name to Hess Corporation on 8 May 2006.
A careful examination of the share listing on the 2010 Annual Report for New Zealand Petroleum Exploration Limited [“NZPEL”] and its latest Financial Report for the Year ended 31 March 2007, registered online with the NZ Companies Office 21 January 2010, reveals disturbing evidence of breaches of the Companies Act 1993 by the company directors.
Ten shareholders are listed in the NZPEL Annual Return registered online on 4 February 2010, including three US corporations. The two defunct “Triton Energy” ‘shareholders’ have been dealt with in an earlier SPCS report (5 Feb, 2010).
Seven shareholders of NZPEL are NZ based companies or individuals.
Let us examine the falsehoods related to the entries relating to these companies.
Access Nominees Limited (Co. No. 325368)
Access Nominees Limited is recorded as holding 230,000 NZPEL shares as of the 2010 Annual Return.
This is odd to say the least. This company, incorporated on 2/11/86, was struck off the NZ Register of Companies on 14/12/04. Its owner, Access Brokerage Limited was placed into liquidation by an order of the High Court on 8 September 2004. Despite this the 230,000 shares have been listed as held by Access Nominees Ltd in each successive Annual Return for which records are available online, from 4 April 2002 to 4 Feb. 2100!! Furthermore the address given for this defunct entity is now meaningless.
Wilbur Nominees Limited (Co. No. 654526)
Wilbur Nominees Limited is recorded as holding 775,000 shares together with South British Insurance Limited, a company owned and directed by NZPEL director Stuart Hamilton Cairns. This record does not comply with the Companies Act 1993. The shares held by each company must be recorded separately, if indeed they each hold shares and the individual addresses of the shareholders must be recorded. Furthermore, Wilbur Nominees Ltd, which was incorporated on 21/10/94 was struck off the registrar on 22 October 2003 after failing to file its annual return in 2003. Despite this, its “live” shareholding has been recorded in the same manner each year from 4 April 2002 to 4 Feb. 2010 on successive NZPEL Annual Returns.
Wilbur Nominees Limited was wholly owned by DF Mainland Securities Limited[DFMSL] which was struck off the register after having been in liquidation from 16/12/02 to 26/08/06 with Meltzer Mason Heath. DFMSL was wholly owned by DF Mainland Group Limited [DFMGL] which was a holding company for the DF Mainland Group of companies. DFMGL was placed into liquidation with Meltzer Mason Heath on 16/12/02 and was struck off the Register of Companies on 6/01/09.
At the time DFMGL – the holding company – was placed into liquidation, its major shareholder was My Kinda Company Limited [MKCL] which held 1,417,894 (40.3%) of the shares. MKCL was directed by Stuart Hamilton Cairns who together with Peter John Davidson held all MKCL shares (100) on behalf of Omega Trust. The registered office of MKCL was given as “C/ – Davidson & Associates Limited, Level 6, 182 Broadway, Newmarket, Auckland.” MKCL was placed into liquidation on 19 August 2004 and struck off the Register of Companies on 5 November 2004. The final liquidators report dated 4 October 2004 notes that unsecured creditors owed $2,270,883 by MKL would get nothing and their were no funds available to pay off the preferential creditor, the IRD, owed $57,883.
According to the Liquidator of My Kinda Company Ltd [MKCL], Chartered Accountant Anthony John McCullagh of Horwath Corporate (Auckland) Limited, he had been informed by the liquidator of DFMGL that the 1,417,894 shares MKCL held in DFMGL were “worthless”.
The reference to Wilbur Nominees Limited in the 2010 Annual Report as jointly holding the 775,000 shares with South British Insurance Ltd is false, as this now defunct entity and its holding company DFMGL were struck off the register and all links from Wilbur Nominees Ltd to the DF Mainland Group of companies had well and truly been severed.
it would appear that NZPEL Director Stuart Cairns has made it his business to ensure that every one of the 775,000 shares once owned by Wilbur Nominees Ltd were transferred to South British Insurance Limited [SBIL]. The transfer must have occurred prior to the filing of the 2009 Annual Return on Tuesday 19 January 2008. DFMGL was struck off the register on Wednesday 6/01/09 and one suspects that the transfer of all the shares to SBIL was done just prior to this action.
Forbar Nominees Limited (Co. No. 148341)
Another shareholder of New Zealand Petroleum Exploration Limited (NZPEL) is listed in the 2010 Annual Report as Forbar Nominees Limited holding 918,000 shares. Its address is recorded as C/- Level 4, 60 Khyber Pass Road, Grafton, Auckland.
This information is false. The company concerned had its name changed to Forbar Custodians Limited on 12 July 1996 then to Forsyth Barr Custodiand Limited on 18 January 2007. Its current registered office is Forsyth Barr House, Cnr Octagon & Stuart St, Dunedin.
Forsyth Bar Custodians representaives have confirmed that the company has no records of it ever having ever held any NZPEL shares over the last ten years.
Hendry Nominees Ltd (Co. No. 66341)
Company representaives have confirmed there are no records of it having ever held any NZPEL shares over the last ten years. Despite this the Companies Office records have for years recorded that the company holds 245,000 shares.
New Zealand Central Securities Depository Ltd (NZCD) – also Refer to Appendix 2.
NZPELC directors have recorded on each Annual Returmn filed with the Companies Office since 1995 that NZCSD has held 3,057,416 NZPEL shares. However, NZCSD has not held any shares in NZPEL for over eight years and directors of NZPEL have failed to update shareholding records on the Companies Office website.
In August 2005, NZCSD instructed all its members who held shares in NZP to uplift those shares out of NZCSD’s name into the members’ own names. NZCSD sent to the NZP register signed transfer forms required to effect transfer of shares on the register from NZCSD into the names of the NZClear members on whose behalf NZCSD held the NZP shares.
Prior to the share transfers NZCSD did hold approxately 3 million NZPEL shares.
In the financial year ended 31 May 2004 the operating revenue for NZPEL was $185 and the net deficit after income tax was $23,054. Administratve expenses were $19,877. The shareholders deficit moved from $321,802 (2003) to $344,856 (2004).
In the year ended 31/05/2005 the net deficit after tax was $18,234 with adminstrative fees recorded as $15,000. The total shareholders equity fell to $363,080. In 2006 the net deficit after tax fell to $650,558.70 and the total shareholder’s equity was $312,529.52.
The Financial Report for the Year ending 31 March 2007, records that it cost the company $10,370.08 in 2007 for “maintenance of the share registry”. In addition costs of $1,670 were incurred in accountancy fees and $15,000 in administration fees. The total of these costs is $27,040.
The loss for taxation purposes carried forward by New Zealand Petroleum Exploration Limited was $7,342,904.78 in 2006 and $7,339,123.39 in 2007. In 2007 the company made $3,605.97.
Maintenance of the NZPEL share registry with the correct up-to-date information in compliance with the Companies Act 1993 is the responsibility of the company directors: John M Carr, Stuart H. Cairns and Malcolm JH Brown.
The falsehoods, out-of-date information etc. constitutes a veritable ‘dog’s breakfast’ as one chartered accountant has put it after examination of NZPEL Annual Returns.
The New Zealand Registrar of Companies, Mr Neville Harris, needs to urgently examine the state of the share register of this company and determine whether the serious allegations levelled against these three company directors by the Society necessitates prosecutions under the Companies Act 1993.
1. Other Directors’ Shareholdings in NZPEL
As well as Director John Malcolm Carr, Director Stuart Hamilton Cairns also has financial interests in New Zealand Petroleum Exploration Limited. He holds 1,646,610 ordinary shares, via the company he directs called Catalyst Finance Limited [CFL], according to the 2007 Financial Report. Currently, South British Insurance Company Limited which is owned and directed by Cairns, holds 775,000 shares (Note: None of these are held by the defunct Wilbur Nominees Limited as the 2010 Annual Return records). In addition 871,610 shares are owned by Rotomanu Native Plant Company Limited (Co. No. 496686) which Stuart Cairns co-directs and owns. Director Malcolm JH Brown owns 85,597 ordinary shares as at 31/05/07.
2. New Zealand Central Securities Depository Ltd
NZCSD is a wholly owned subsidiary of the Reserve Bank of New Zealand. NZCSD does not actually trade, but acts as the legal (registered) owner of securities that are beneficially owned by members of the NZClear real-time settlement system
For more about NZClear and NZCSD see: http://www.rbnz.govt.nz/payment/nzclear/0091771.html
Members of the NZClear system include banks, fund managers, custodians, trustee companies, investment funds and insurance companies etc. Currently the value of all securities in NZCSD’s name is $140 billion (of which $15 billion relates to equities).
The Reserve Bank and NZCSD do not have a beneficial interest in these securities, with the ownership rights and investment risk lying with the beneficial owners, who are free to deal with the securities in the system.
To summarise, NZCSD is merely a custodian trustee which administers the shares on behalf of the beneficial owners, with the NZClear system allowing beneficial owners to electronically settle transactions of the securities that have been lodged into NZCSD’s name.
3. An Inquiry Into New Zealand Petroleum Exploration Limited (formerly Triton Oil NZ Ltd), the involvement of the DF Mainland Group in the reinvention of this company and its owner, and the financial collapse of DF Mainland.
New Zealand Petroleum Company Limited (Co. No. 13802) [henceforth referred to as “NZPCL”], once owned by the now defunct Triton Energy Corporation1 of Dallas, Texas, was listed on the NZ share market in 1962. In 1969 its name was changed and shortened to New Zealand Petroleum Co. Ltd and up until November 1996 it had been involved in about 20 largely unsuccessful wells in New Zealand. From 1992 to November 1996 NZPCL had relied on financiers or its major United States shareholder Triton Energy to remain afloat.
The focus of this inquiry is New Zealand Petroleum Exploration Limited [“NZPEL”] (formerly Triton Oil NZ Ltd), currently directed by Chairman of the Board of Directors, Stuart Hamilton Cairns of Auckland, John Malcolm Carr of San Antonio Texas, and Malcolm James Hamilton Brown of Wellington. It also deals with the involvement of the DF Mainland Group of companies in the reinvention of New Zealand Petroleum (“NZPCL”) and Triton Oil into NZPEL, and the financial collapse of the litigation-prone DF Mainland Group and their directors, including Stuart Cairns, John M Carr and Malcolm JH Brown.
The directors’ Balance Sheet and Accounts for NZPCL and its subsidiaries presented to shareholders at its 33rd Annual General Meeting held on 9 November 1994, recorded an aggregate indebtedness to Triton Energy of $9.035 million for the financial year ending 31 May 1994, and accumulated losses for NZPCL of $21.868 million.
On 29 July 1994 Triton Energy reduced its holding of voting securities in NZPCL from 63.66% to 33.66% and on 5 August 1994 it withdrew all its financial support. At that time Petrocorp Ltd owned 7 per cent of NZPCL and the remaining 30 percent of NZPCL shares were spread between some 2500 United States resident shareholders and 700 New Zealand resident shareholders, including its three directors: Cairns, Carr and Brown.
On 31 August 1994 John Malcolm Carr of San Antonio Texas and Stuart Hamilton Cairns of Auckland, were both appointed directors of the ‘valueless’ debt-ridden NZPCL. At that time John M Carr was a director of D.F. Mainland and Company Limited [“DFMCL”], having been appointed on 18 December 1988. Cairns and Brown later joined the board as co-directors on 30 November 1998. Cairns had been appointed together with Richard (Rick) Braddock, as a founding co-director of the owner of DFMCL, DF Mainland Group Ltd (“DFMGL”), on 18 September 1990.
Both John M Carr and Stuart H Cairns had significant financial interests in DFMGL.
On the same day Cairns and Carr were appointed as directors of NZPCL, its board appointed DFMCL as its managers and financiers – formally agreeing in a letter dated 1 September 1994 to provide “limited financial support” for NZPCL for 12 months, commencing from the date of the letter. Carr, Cairns and Brown therefore had significant financial stakes in the reinvention of Triton and NZPCL by means of the DF Mainland Group assisted restructuring.
DFMCL, incorporated in 1951, was a privately owned investment and advisory service to small NZ public companies, and was directed by Robert (Rick) Braddock and Stuart Hamilton Cairns of Auckland. Both had held their positions since October 1988.
Eight years later, along with its holding company D.F. Mainland Group Ltd (“DFMGL” Co. No. 576542), also directed by Cairns and Braddock, both were put into liquidation by “special resolution” of their respective shareholders on 16 December 2002.
Cairns resigned as director of DFMCL on 23 July 2003, seven months after it was put into liquidation. Neither Cairns nor Braddock is recorded on the Companies Office records as having ever resigned from DFMGL prior to them being struck off the register. Those records show that the secretary of what the NZ Herald once called “The litigation-prone DF-Mainland Group of Companies”, resigned on 5 May 1997.
DFMCL was therefore owned by DF Mainland Group Ltd (“DFMGL”), both directed by Cairns and Braddock. Cairns and John Malcolm Carr had significant financial interests in the latter. DFMGL, which was incorporated on 18 September 1990, was put into liquidation on 16 December 2002 and struck off the register on 6 January 2009. Earlier, on 26 August 2006 nine DF Mainland companies had been struck of the register.
In 1996, the second-tier broker DF Mainland, set up as an investment bank in 1989 by Cairns and Braddock, increased its capital and became a corporate member of the Stock Exchange. It worked on the reinvention of companies and its involvement in the restructuring of the ‘valueless’ New Zealand Petroleum Company Ltd (NZPCL) to Eldercare New Zealand Ltd, and of the former’s subsidiary – Triton Oil New Zealand Ltd – to New Zealand Petroleum Exploration Ltd (NZPEL), relied heavily on the fact that three of its directors were both directors of NZPEL and DF Mainland Management Ltd (“DFMML” Incorporated30/11/98): John Malcolm Carr, Malcolm James Hamilton Brown and Stuart Hamilton Cairns.
On 9 November 1994, just over nine weeks after John M Carr and Stuart Cairns had been appointed directors of the ‘valueless’ NZPCL; they were both appointed directors of its ‘valueless’ debt-ridden subsidiary Triton Oil (NZ) Ltd. The latter had been deemed “valueless” by its directors, a view confirmed in an independent expert report prepared by accountancy firm Arthur Anderson. On 16 December 1996 Triton Oil NZ Ltd had its name changed to New Zealand Petroleum Exploration Ltd (“NZPEL”).
The Arthur Anderson report said Triton Oil had no assets. Its liabilities were recorded as $2.46 million, all owed to NZPCL. Triton Oil had $7.24 million of tax losses which would disappear when and if NZ Petroleum’s convertible notes were turned into shares on July 1, 1998, and the continuity provisions of tax legislation ceased to be met (see below) – should this happen.
Price Waterhouse advised the directors of NZPCL that the only commercial way to use the $7.24 million tax losses was to distribute the Triton Oil shares to NZ Petroleum shareholders, thus maintaining continuity of ownership.
The Triton shares were not offered to NZPCL note holders, whose conversions would have caused the end of the tax losses but the note holders would benefit from the share distribution to the extent of their future share of the first $200,000 earned by Triton Oil. That was the amount of liability NZ Petroleum directors Stuart Cairns, John M Carr et al. had proposed leaving in Triton Oil in the form of newly subscribed capital. This funding came from a subordinated loan from NZPCL.
At the time John M Carr was appointed director of NZPCL he was Chairman of CBS Forests Ltd and President and CEO of the US registered corporation Better Business Services, Inc. When Mr Cairns was appointed director, on the same day, as noted, he was director of DFMCL – the company that had undertaken to keep NZPCL financially afloat for one year. He remained director of DFMCL until 23 July 2003, seven months after it was put into liquidation along with its holding company.
NZPCL was restructured in 1994 to refocus as an investor in listed mining and oil securities. This was effected through the issue in 1995 of $3.6 million worth of mandatory convertible notes to shareholders. The notes converted in June 1998 and it was this that drove the distribution of Triton Oil’s shares approved at the company’s AGM on 23 November 1996. Triton shares were distributed at the rate of one for every 10 NZPCL shares held.
Directors who bought into the company in 1994 and used the notes to restructure the former oil explorer into what Stuart Cairns he called “a seed/catalyst-type investor,” were in onto a good deal, even at the 29c excise price for options they received (payable on the condition that shareholders approved the conversion plan – which they did at the 22 November 1996 General Meeting).
The 80 million 25c notes offered 5% interest, paid half-yearly, and converted to 10 shares to each note in July 1998. The converted shares were marketed by the directors to investors in the oil and gas sector as offering an interest payment with the potential of a very good capital gain. It was claimed that it would be easier for the converted shares to double in value to 5c than for the notes to double from 25c to 50c.
The NZPCL tax losses reported to shareholders for the financial year ending 31 May 1996 were $10.478 million, which included a tax loss of $7.23 million held by its subsidiary Triton Oil NZ Ltd. The Arthur Anderson report noted above, said that directors had indicated that NZPCL had no realistic prospect of generating the income in three years required to use and benefit from all the $3.24 million of tax losses available from the rest of the group, let alone Triton’s $7.23 million of tax losses, so the losses’ value would be lost.
As noted, if Triton Oil was sold to third parties, the continuity provisions would be breached and the tax losses would disappear. Such losses cannot be used after the note conversion as their ownership is deemed to have changed for tax purposes.
However, by quaranteening Triton’s share of the losses – $7.23 million – through the share distribution, some of that value was protected. As noted, Price Waterhouse had advised NZPCL directors that the only commercial way to use the losses was to distribute the Triton Oil shares to NZPCL shareholders, thus maintaining continuity of ownership and this was done.
Under its articles of association, NZPCL was restricted to investing no more than $50,000 in any one-year directly in oil exploration and other more speculative activities. The cost of an oil exploration licence and the analysis of existing seismic data was estimated at the time by director Stuart Cairns to be between $50,000 and $100,000.
The Arthur Anderson Report noted that although NZPCL shareholders might receive some comfort in again holding some exploration scrip (NZPCL shares), there was no guarantee that anything would come of it. Triton Oil had no particular proposals under consideration they noted. Neither Triton’s future activities nor its funding had been investigated.
The company name NZPCL was changed to ElderCare New Zealand Ltd on 17 June 1999. John Malcolm Carr resigned as its director on 20 July 1999, having secured a significant financial windfall.
On 27 August 2003 Eldercare was renamed Abano Healthcare Group Ltd. After failing to generate any income a mining and oil stock investment company, NZPCL was restructured as an investment company involved in the care of the elderly.
On 16 December 1996 NZPCL’s subsidiary Triton Oil (NZ) Ltd had its name changed to New Zealand Petroleum Exploration Limited (NZPEL). This change in name was made soon after the Chairman of the Board of Directors of Triton Oil. Stuart Cairns claimed publicly on 22 November 1996, that Triton would ideally be active in the oil exploration industry and would be likely to seek exploration capital over the next 18 months to apply for licence areas. He spoke after shareholders approved the distribution of Triton’s shares to them at the rate of one for every 10 Petroleum shares held.
The debt-laden and ‘valueless’ company – Triton Oil (NZ) Ltd, now called NZPEL – was dressed up as a “seed/catalyst-type investor” to use Stuart Cairn’s words but it appears that shareholders have never got anything for Triton shares, let alone anything significant related to investment revenue in the oil industry.
The directors’ reports for each of the financial years ending 31 May 2004 through to 31 May 2007 record that ongoing financial support from Catalyst Finance Ltd, a company associated with Stuart Cairns. It has agreed to indemnify NZPEL against all other liabilities. The issued and paid up capital has remained at 19,200,668 ordinary shares. The operating revenue for the year ended 31 May 2004 was a mere $185 and the operating deficit before taxation was $23,054.
Over the years New Zealand Petroleum Co. Ltd (“NZPCL”) has undergone radical restructuring. Leaving aside the $7.23 million tax loss carried by its subsidiary Triton Oil, NZPCL had itself a tax loss of $3.24 million. Such a loss can be viewed as an asset in accounting terms, if the company bearing the loss is bought by or merged with a company with a significant revenue source.
As noted, on 17 June 1999 NZPCL was renamed Eldercare New Zealand Ltd and then on 27 August 2003 it was renamed Abano Healthcare Group Ltd.
On 24 May 2005 listed healthcare and medical services provider Abano Healthcare Group Ltd issued a press release announcing the conditional sale of Eldercare New Zealand Limited to Macquarie Bank Limited. “The sale is for 100 percent of the shares of ElderCare and the related inter-company loan from Abano to ElderCare, for total consideration of NZ $63.5 million.”
Settlement was expected to occur by the end of July 2005, following satisfaction of conditions including approval of the sale by Abano’s shareholders at a special meeting to be held on 27 June 2005, and the approval of the Overseas Investment Commission.
As noted, John M Carr resigned as director of NZPCL on 20 July 1999, just one month after its transmutation to Eldercare New Zealand Ltd. Stuart Cairns remained on as director of Eldercare until 31 October 2001.
Based on the latest NZPEL share register record available on the Companies Office website as at February 2011, and the latest Annual Return filed in February 2012, NZPEL director John M Carr has financial interests in at least 6,456,608 NZPEL shares, the majority of which have for some years been held by foreign-owned entities – all being “Associated Persons”.
The majority of these shares – 5,742,130 – are held by Triton Energy Corporation (not to be confused with the defunct entity with the same name listed as the major NZPEL shareholder on the Companies Office website with a Texas address), an entity incorporated in Florida in 2006 by John M Carr, who remains its registered agent, principal and director. Another 586,576 are held by Triton Oil & Gas/Triton Energy Ltd, which is a defunct entity. The shares are in fact held by an entity associated with John M Carr.
The total number of shares NZPEL has issued is 19,200,688. Therefore John M Carr has financial interest in, and control over, at least 33.6% of the company’s ordinary shares.
The 2002 Annual Return filed on 4 April 2002 records the total number of shares issued by NZPEL as 13,023,486. In the 2003 Annual Return this number increases to 19,352,192. No document is filed signed by directors approving or recording this issue of shares.
NZPEL recorded the balance of losses for taxation purposes carried forward as at 31/05/07 as $7,339,123.39. For the previous year ended 31/05/2006 that loss was recorded as $$7,342,904.76. In 2005 it was $7,393,406. In 2004 it was $7,375,128. In 2003 it was $7,351,888.
The most recent Financial Statements filed on the Companies Office website nu NZPEL directors are for the year ended 31 May 2007. The record of shareholders appear to be inaccurate and to have been out of date for years.
Investor finds the good oil in Australian penny dreadfuls,
NZ Petroleum finds use for ‘valueless’ subsidiary
By Bob Dey
The National Business Review. Nov. 1, 1996, p. 56
Triton likely to seek exploration capital. The Dominion Post 23 Nov. 1996, p. 11
Triton to rejoin exploration. NZ Herald. 23 Nov. 1996
Offshore debut by NZ Pet. NZ Herald 7 June 1989. P3/12
DF Mainland happy to get out of bed for under $10m by Deborah Hill Cone
28 March 2002.
DF Mainland Board probed.
By Paul Panckhurst NZ Herald 31 January 2005
1 Triton Energy Corporation which had its name changed to Triton Energy Limited on 25 March 1996, was one of the largest independent oil and natural gas exploration and production companies in the US. Amerada Hess Corporation purchased it in July 2001 for $3.2 billion. On 3 May 2006 Amerada Hess announced that approval had been granted from its shareholders at its AGM for its corporate name to be changed to Hess Corporation. Its headquarters is in New York