On 23 August 2023, the Natural and Built Environment Act 2023 expanded the scope of the call-in regime under part 3 of the Overseas Investment Act 2005 aimed at managing national security and public order risks associated with transactions by overseas persons. Businesses involved in an irrigation scheme and having "one or more resource consents under the Natural and Built Environment Act 2023 to take (in total) more than 25 million cubic meters of water per year" are now identified as strategically important businesses under section 3C of the Overseas Investment Regulations 2005. Acquisitions by foreign investors in such businesses may thus be subject to the Overseas Investment Act 2005 call-in regime.
"3C Strategically important businesses
(1) This regulation prescribes classes of businesses that are SIBs for the purposes of the definition of SIB or strategically important business in section 6(1) of the Act. [...]
Irrigation
(6) A business that is involved in an irrigation scheme is a SIB if—
(a) the scheme involves a water supply system for the collection and storage or reticulation (or both) of water primarily for agricultural production; and
(b) the business has 1 or more resource consents under the Resource Management Act 1991 to take (in total) more than 25 million cubic meters of water per year. [...]" (Overseas Investment Regulations 2005 (SR 2005/220), last amended on 24 August 2023, Section 3C)
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"81 Purpose of Part
(1) The purpose of this Part is to manage significant national security and public order risks associated with transactions by overseas persons.
(2) In order to give effect to that purpose, the Minister may—
(a) review call-in transactions in accordance with subpart 1; and
(b) take any of the following actions in accordance with subpart 2:
(i) make a direction order in relation to a call-in transaction (see sections 88 to 90):
(ii) make a prohibition order in relation to a call-in transaction (see section 92):
(iii) make a disposal order in relation to an investment given effect to under a call-in transaction or a transaction of national interest (see section 93):
(iv) make a recommendation that a person be put into statutory management (see section 96).
(3) The Minister may also make an interim direction order if the Minister is considering whether to take any of those actions, or what kind of action to take, in relation to a call-in transaction (see section 91).
82 What is call-in transaction and overseas investment in SIB assets
(1)A  call-in transaction is a transaction by an overseas person or an associate of an overseas person that—
(a) is an overseas investment in SIB assets; but
(b) does not require consent (see section 10).
(2) An overseas investment in SIB assets is—
Investment in strategically important businesses
(a) the acquisition by an overseas person, or an associate of an overseas person, of rights or interests in securities of a person (A) who is (directly or indirectly) carrying on a SIB if,—
Investment in media businesses with significant impact
(i) in the case of a SIB that is a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) a more than 25% ownership or control interest in A; or
(B) an increase in an existing more than 25% ownership or control interest in A of a type referred to in subsection (3); or
Investment in listed issuers
(ii) in the case of A being a listed issuer (or an issuer that would be within the definition of listed issuer if references in that definition to a licensed market operator included equivalent overseas market operators) that is not carrying on a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) a 10% or more ownership or control interest in A; or
(B) an increase in an existing 10% or more ownership or control interest in A that is of a type referred to in subsection (3); or
(C) any or more disproportionate access to or control of a SIB; or
Any other investment in SIB business
(iii) in any other case, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—
(A) any ownership or control interest in A; or
(B) an increase in any existing ownership or control interest in A that is of a type referred to in subsection (3); or
Investment in SIB property
(b) the acquisition by the overseas person or the associate of property (including goodwill and other intangible assets) in New Zealand used in carrying on a SIB,—
(i) in the case of an acquisition of property used by a critical direct supplier, if that supplier considers that the acquisition may impact its ability to provide contracted services to an intelligence or security agency; or
(ii) in the case of an acquisition of property that is used by a media business with significant impact, if the value of the property acquired is more than 25% of the value of all property owned by the media business immediately before the acquisition; or
(iii) in any other case, if the acquisition of the property would result in the overseas person or associate becoming or being a SIB, or being capable of being a SIB if it were to use the property for an activity of a type referred to in the definition of a SIB in section 6, (for example, because it acquires intellectual property on military or dual-use technology).
(3) An increase is of a type referred to in this subsection if it—
(a) results in an ownership or control interest in A that equals or exceeds their ownership or control interest limit as follows:
(i) if their existing ownership or control interest in A amounted to 25% or less, their ownership or control interest limit is 25%:
(ii) if their existing ownership or control interest in A amounted to more than 25% but less than 50%, their ownership or control interest limit is 50%:
(iii) if their existing ownership or control interest in A amounted to 50% or more but less than 75%, their ownership or control interest limit is 75%:
(iv) if their existing ownership or control interest in A amounted to 75% or more, their ownership or control interest limit is 100%; or
(b) is in securities of A of a different class to the class in which their existing interest is held; or
(c) gives the overseas person or the associate (either alone or together with its associates) any or more disproportionate access to or control of a SIB. [...]" (Overseas Investment Act (2005 No 82); last amended on 5 July 2021; Sections 81 and 82)
Overseas Investment Regulations 2005 (SR 2005/220), last amended on 24 August 2023
Overseas Investment Act (2005 No 82); last amended on 5 July 2021
[<a href="https://www.legislation.govt.nz/regulation/public/2005/0220/126.0/whole.html#LMS357396">Reg</a>],[<a href="https://www.legislation.govt.nz/act/public/2005/0082/latest/DLM356881.html">Act</a>],[<a href="https://www.treasury.govt.nz/publications/guide/foreign-investment-policy-and-national-interest-guidance">Other</a>]