PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
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Information memorandum | For an offer of units in: Pongakawa Kiwifruit LIMITED PARTNERSHIP OFFER DOCUMENT | 25th MAY, 2020 This offer is open to persons investing no less than $50,000 and who fall within the exclusions applicable to offers made to “wholesale investors” as set out in Schedule 1, clause 3 of the Financial Markets Conduct Act 2013 (FMCA). You can obtain further information on FMCA requirements, and whether you come within the exclusions and their requirements at www.myfarm.co.nz/fmca
DIRECTORY Offeror and AgInvest Trading Limited trading as MyFarm Issuer: PO Box 91 Feilding 4740 Phone: 0800 693 276 Issuing Entity: Pongakawa Kiwifruit Limited Partnership c/- MyFarm Investments, a division of AGInvest Trading Limited. PO Box 91 Feilding 4740 Solicitor: Sharp Tudhope Lawyers Private Bag TG12020 Tauranga 3143 Phone: 07 578 2149 Accountant KPMG KPMG Centre 85 Alexandra Street Hamilton Phone: 07 858 6500 Warning The law normally requires people who offer financial products to give information to If you fall within Schedule 1, Clause 3 of the FMCA, as a result of this exclusion, you may investors before they invest. This requires those offering financial products to have not receive a complete and balanced set of information. You will also have fewer other disclosed information that is important for investors to make an informed decision. The legal protections for this investment. Investments of this kind are not suitable for retail usual rules do not apply to this offer if you are a person who comes within Schedule 1, investors. Ask questions, read all documents carefully, and seek independent financial clause 3(2)(a)-(c) or 3(3)(a)-(b)(ii) (inclusive) of the Financial Markets Conduct Act 2013. This advice before committing yourself. includes where the amount invested upfront by the investor (plus any other investments the Investor has already made in the financial products) is $750,000 or more. 2 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
DISCLAIMER AND DECLARATION OF PARTNERSHIP Interest This Information Memorandum has been prepared The Offer is not a regulated offer under the FMCA. This disclaim all liability in relation to the matters referred solely for the purpose of providing general information Information Memorandum is therefore not a product to above and no person may take legal action against to prospective investors in Pongakawa Kiwifruit LP. It has disclosure statement (PDS) under the FMCA. It does not Pongakawa Kiwifruit LP, MyFarm (or their respective been prepared from information provided by various contain all the information that would be in a PDS. directors officers, advisers, agents, related companies parties. and employees) for any loss or damages suffered as a NO GUARANTEE result of such person’s decision to invest in Pongakawa This Information Memorandum does not contain all the Neither Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP Kiwifruit LP or in relation to any acquisition made by information required to make an informed decision about limited, MyFarm nor any of their respective directors, such person, whenever made. the Offer. It does not constitute, and is not a substitute officers, advisers, agents, related companies and for, financial, legal, tax, accounting or other professional employees, guarantees the performance of Pongakawa Benefit of Disclaimer advice. It does not take into account the investment Kiwifruit LP, nor guarantees any return on investment, This provision is intended to confer a benefit on each of objectives, financial or taxation situation or particular nor makes any representation or warranty, express or Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP limited, needs or circumstances of any prospective investor. implied: MyFarm and their respective directors, officers, advisers, Any forward-looking statements in this Information agents, related companies and employees, and may be • in relation to the units in Pongakawa Kiwifruit LP, nor Memorandum (such as indications of future earnings enforced by those persons pursuant to subpart 1 of part any recommendation on the suitability of acquisition and financial performance) are based on assumptions 2 of the Contract and Commercial Law Act 2017. by, or an investment in, Pongakawa Kiwifruit LP; about future events which may or may not be correct. They are subject to risks and uncertainties. Actual results • in relation to, nor accepts any responsibility for, the Declaration of Interest and conditions may differ materially. accuracy or completeness of any information or MyFarm is the promoter of the Offer. MyFarm specialises analysis contained in the Information Memorandum in primary sector investments. The Directors of MyFarm Recipients of this Information Memorandum should or in any document distributed with this Information are Andrew Watters and Grant Rowan, neither of whom satisfy themselves that they have obtained all the Memorandum; or have been declared bankrupt at any stage nor have information, taken appropriate advice, and investigated what they may deem necessary to satisfy themselves of • that any of the information (including, without any criminal convictions. Upon creation of Pongakawa the accuracy of the information herein. limitation forward looking statements) in this Kiwifruit LP, one of the Directors of MyFarm will, on a Information Memorandum, or in any document trustee basis, act as the initial Limited Partner (holding FINANCIAL MARKETS CONDUCT ACT distributed with this Information Memorandum, will one unit) until the Offer closes successfully. The Part of the FMCA applies to the offer of the financial remain unchanged after its distribution, nor accepts Directors of MyFarm parent company, AGInvest, are product made in this Information Memorandum. any responsibility to update such information. John Macfarlane Andrew Watters, Grant Rowan and Paul Richardson. INVESTMENT IN PONGAKAWA KIWIFRUIT LP IS No Liability ONLY OPEN TO INVESTORS THAT FALL WITHIN THE To the maximum extent permitted by law, each of EXCLUSIONS APPLICABLE TO OFFERS MADE TO Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP “WHOLESALE INVESTORS” AS SET OUT IN SCHEDULE 1, limited, MyFarm and their respective directors, officers, CLAUSES 3(2)(A) – (C) AND 3(3)(A) - (B)(II) (INCLUSIVE) OF advisers, agents, related companies and employees THE FMCA. 3 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
1. Offeror’s letter Dear Investor, hectares ('cha') of mature SunGold as well as a house A disadvantage of not purchasing the crop is that, in the that is rented. absence of distributions of crop proceeds, unitholder We are fortunate to have secured another high-quality distributions in the first year of syndicate ownership will SunGold orchard for syndication. The main selling The Orchard is currently managed by and partly owned be lower than in subsequent years. This is because first- season for kiwifruit orchards is coming to a close with by principals of our Bay of Plenty kiwifruit partner, DMS year profit share payments will not be received until the the harvest nearly completed, and this is likely to be the Progrowers Limited ('DMS'). second year. last SunGold orchard we bring to the market until later in Following syndication, DMS will lease the Orchard on the year. To mitigate this and even-out distributions, additional the usual terms for a Myfarm syndicate. Key terms are a debt will be used to make an interim profit share Investor demand for SunGold orchards continues to monthly rental of $60,000/cha p.a. (a 5.2% return on the payment aimed at bringing profit share distributions remain strong and all our recent offerings have been Orchard purchase price) and an 85% share of Orchard forward to the year to which they relate. fully subscribed before their respective closing dates. profit. On this basis, expected distributions over the first three This demand has been under pinned by continued On behalf of Pongakawa Kiwifruit Partnership Limited years of ownership are shown in Table 1 below. growth in orchard gate returns ('OGR'), and low interest Partnership ('Pongakawa Kiwifruit LP, the 'Partnership' or rates both contributing to strong cash flow outcomes. the "Syndicate'), MyFarm has a conditional agreement to Table 1: Expected Unitholder Distributions purchase the Orchard for $7.086 million ($1.154 million/ The 2020 kiwifruit harvest has gone better than expected cha plus $0.3 million for the house). despite the advent of Covid-19, Zespri has increased FY21 FY22 FY23 its initial orchard gate return ('OGR') forecast for the The 2020 crop has already been harvested and the 2020 crop three times already (and their early season proceeds from the 2020 crop will be retained by the Expected Distributions % p.a. 7.6% 7.5% 7.5% forecasts have proved conservative in recent years), vendor i.e. the Orchard purchase does not include the and demand for SunGold licences in the current tender 2020 crop. round is expected to be stronger than ever. In another change, in this offer ('Offer') we have reserved This is a change to the normal situation for orchard the right to accept $0.5 million of over-subscriptions Coupled with this, interest rates are at an all-time low purchases at this time of year where the crop is included (subject to the approval of the Board of the Syndicate's and there is an expectation that other asset classes will in the sale because it is still on the vine. General Partner). struggle to maintain dividend levels as businesses come Excluding the crop from the purchase has a number to terms with the post Covid-19 environment. Any over-subscriptions accepted would be used to of beneficial effects, principally; there is no risk to the purchase Zespri shares which, at the current share price, Given the above circumstances, we expect strong purchaser over the size of the crop and the level of OGR have achieved a dividend yield of 16.75% p.a. over the demand for this investment from investors looking to that will be received from Zespri, and, the syndicate last 12 months. This high dividend yield is a result of bolster flagging incomes. avoids the money-go-round whereby additional capital the high prices Zespri has achieved for licences to grow is raised to purchase the crop, the proceeds of which are The orchard ('Orchard' or 'Pongakawa Orchard') is additional areas of SunGold. We expect the value of paid straight back to investors as payments are received located at 693 Maniatutu Road, Pongakawa in the licences issued in 2020 will set new record highs. from Zespri. Western Bay of Plenty and comprises 5.88 canopy 4 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
Additionally, the Partnership is being established with a view to purchasing a second orchard of a similar size and WHO CAN INVEST quality if and when a suitable one becomes available. The Offer is only open to wholesale investors, namely: The Limited Partnership agreement will be drafted in a • Eligible Investors who can certify they have investing way that facilitates this purchase, subject to Unitholder experience that enables them to know their approval by way of an Ordinary Resolution. information needs and assess the merits of offers and An additional orchard will only be considered if it the adequacy of information provided, or; is expected to enhance distributions to existing • Wholesale Investors who either have a business based Unitholders. Equity to fund the purchase of a second on investing, or meet prescribed income or asset orchard would be raised by way of a rights issue of new criteria, or; Units to existing Unitholders. Should the pre-preemptive Units not be taken up in full by existing Unitholders, any • Any Investors who invest $750,000 or more. remaining Units will be offered to new investors. In general terms, these income and asset criteria require an investor to have a portfolio of specified investments investment Highlights of at least $1.0 million or net assets or annual income of more than $5 million. • The Offer is for 490 fully paid units (“Units”) at $10,000/Unit plus 50 Units of over-subscriptions, There are also provisions for investors who have with a minimum investment of $50,000 and one Unit transacted more than $1 million of investments in increments thereafter. the last two years (see Section 16) for more details on qualifying investors). • The total investment requirement is $7.654 million. Of this, $7.086 million is needed to fund the This is a high producing mature orchard in a prime acquisition of the property. The balance of $0.568 SunGold growing location. We have purchased from this million is needed to fund syndicate establishment vendor previously and DMS are the incumbent manager costs, provide a small cash float and make interim so know it well. profit share distributions. If income is your investment priority, reviewing this • The investment will be funded using $4.9 million of investment opportunity should be too. contributed capital to be raised in this Offer (64% Yours Sincerely, of total funding) and $2.754 million of debt from a tier one bank (34% of total funding). • Property settlement date is to be 29 June 2020. The Andrew Watters unconditional date for due diligence and finance is 15 June 2020. MyFarm - Chief Executive • The Partnership will list on Syndex upon completion of the syndication process. 5 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
2. letter from dms Dear Investor, Pongakawa Kiwifruit LP will be the eighth kiwifruit orchard DMS lease from a MyFarm syndicate. We currently manage the Orchard for the existing owners (some of whom are DMS personnel) so we are very familiar with it, and pleased that it will be joining our stable of leased orchards. The Orchard is fully mature and is in a location noted for its ability to produce high levels of SunGold. We have assessed the Orchard and are comfortable budgeting on average production of 15,000 trays/cha. This level of production has been exceeded in the past and is less than that produced on similar well managed orchards in this location, but it is more than what the Brett Kerrisk Orchard has achieved in the last three years. DMS - Orchard Operations manager Production in the last three years has been affected by a succession of factors that have been addressed, and yields are now on the increase. These factors involve poor pollination, gaps in the canopy and a high reject rate related to sooty mold. Mitigating actions included the use of artificial pollination, stringing to bolster the level and vigour of replacement canes and removal of weeds from boundary areas to reduce the habitat of the passion vine hopper whose excretia provides a substrate for sooty mold. Scott St George The Orchard will be managed by Mat Greenbank, a past DMS - Client Services manager winner of kiwifruit grower of the year. Yours sincerely, Brett Kerrisk & Scott St George DMS Progrowers 6 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
3. TABLE OF CONTENTS DISCLAIMER AND DECLARATION OF PARTNERSHIP Interest 3 9. SELECTED FINANCIAL INFORMATION 35 No Liability.........................................................................................................3 Forecast Financial Information.................................................................... 35 Benefit of Disclaimer.......................................................................................3 Underlying SunGold Profitability................................................................. 37 Declaration of Interest.....................................................................................3 Operating Profit.............................................................................................. 37 Operating Cashflow and Distributions....................................................... 38 1. Offeror’s letter 4 Net Cashflow . ................................................................................................ 39 Investment Highlights......................................................................................5 Balance Sheet................................................................................................. 40 2. letter FROM DMS 6 10. RISKS TO RETURNS FROM Pongakawa Kiwifruit LP 41 Important Questions..................................................................................... 41 3. TABLE OF CONTENTS 7 Risk Management.......................................................................................... 41 4. Key information summary 9 11. What are the fees? 43 5. WHAT Pongakawa Kiwifruit LP INVESTS IN 13 12. TAX 43 Statement of Investment Policy and Objectives........................................ 13 Consequences of Insolvency........................................................................ 43 Property Description..................................................................................... 13 The New Zealand Kiwifruit Industry............................................................ 19 13 . ABOUT MYFARM AND OTHERS INVOLVED IN THE SCHEME 44 About DMS...................................................................................................... 24 Listing on Syndex........................................................................................... 26 14. HOW TO COMPLAIN 47 Key Personnel and Experience..................................................................... 27 Governance of Pongakawa Kiwifruit .......................................................... 29 15. WHERE YOU CAN FIND MORE INFORMATION 48 Nature of Returns.......................................................................................... 30 16. HOW TO APPLY 50 6. KEY DATES AND OFFER PROCESS 31 Application Instructions:............................................................................... 50 7. TERMS OF THE OFFER 32 17. GLOSSARY 57 8. HOW Pongakawa Kiwifruit LP WORKS 33 APPLICATION FORM 58 Related Party Benefits................................................................................... 34 7 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
4. Key information summary What is this The Offer is to wholesale investors of Units in Pongakawa Kiwifruit LP, a Limited Partnership to be formed to acquire a 5.88 cha SunGold orchard Offer? located at 693 Maniatutu Road, Pongakawa in the Western Bay of Plenty. The Orchard is being acquired for $7.086 million excluding the 2020 crop, and the purchase is conditional on finance and due diligence. The Orchard will be leased to DMS for a term of 10 years with one right of renewal for five years. Who manages The Scheme is offered and will be managed by divisions of AGInvest Trading Limited, which trades as MyFarm, or a subsidiary. The MyFarm this Syndicate? Investments division is the Offeror, the MyFarm Business division is the manager (“Manager”) of the Partnership and governance will be provided by the Board of a new subsidiary company, Pongakawa Kiwifruit GP Limited, which is the Partnership General Partner. The Manager will administer the Partnership and provide the business with governance, and governance support and administration services under contract. Notably, the Manager will supervise and monitor the Partnership's lease and agreement with DMS. What are you The investment is in Units in Pongakawa Kiwifruit LP. Pongakawa Kiwifruit LP is being formed to acquire the Orchard. As a Pongakawa Kiwifruit LP investing In? unitholder ('Unitholder'), you will become a Limited Partner in Pongakawa Kiwifruit LP. Subject to the success of this Offer, the Partnership will purchase the Orchard, meet syndicate establishment costs using a combination of $4.9 million of contributed capital to be raised in this Offer and $2.754 million of bank debt, a 36% debt funding level and a 37.5% loan to value ratio (‘LVR’). The LVR is higher than the debt funding ratio because the calculation of LVR excludes establishment fees and costs. The Offeror reserves the right to use up to a further $0.907 million of bank debt and declare the sale and purchase agreement unconditional once it has received applications for $4.028 million of contributed capital. If only $4.028 million of contributed capital is raised, the LVR post settlement would increase to 50%. The Offeror also reserves the right to itself, or through associated entities, underwrite up to $1.0 million of contributed capital for a 2.0% fee payable by the Partnership. In the event that the Offer is under-subscribed at the Closing Date of 12th June 2020, MyFarm will hold any unsubscribed units as Unpaid Units and continue to market these Unpaid Units on the secondary market after the Offer has closed, at the Offer price of $10,000/Unit. Distributions are expected to average 7.5% p.a. DMS is a leading Bay of Plenty kiwifruit and avocado orchard management and post-harvest operator. It is locally owned and operated and focused on providing services aimed at increasing orchard productivity and grower profits. 9 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
Key terms of The Offer will be for 490 fully paid Units in Pongakawa Kiwifruit LP at an issue price of $10,000/Unit, plus over subscriptions of up to 50 units. the Offer The minimum investment will be five Units ($50,000) and thereafter the size of an investment can be increased in multiples of one Unit. Because Orchard settlement occurs soon after the unconditional date, payment of the full $10,000/Unit applied for is due at the time of application. As a limited partner the maximum amount payable would be $10,000 per Unit and no other payments would be required to be made other than those specifically agreed to. IMPORTANT DATES: Offer Closing Date – 12th June 2020. Settlement of the purchase of the Orchard – 29th June 2020 How can Units in Pongakawa Kiwifruit LP will be quoted and may be traded on Syndex (https://www.syndex.exchange), a peer to peer trading platform for you get your proportionally owned investments. A listing on Syndex facilitates liquidity, but does not ensure that you will be able to sell your Units at a fair price money out? at a time of your choosing. Syndex helps maintain the Partnership register, hosts all Unitholder communications from the Manager, and facilitates trading in Units between qualified wholesale investors. The costs and benefits of Syndex are covered on page 26. Key drivers of The key drivers of the return to Unitholders will be the OGR that is achieved for the fruit that the Partnership supplies, the levels of fruit yields returns achieved, lease rental payments, and operating costs incurred. Other factors which may have an influence on returns are the level of bank debt and interest rates on this debt. Financial Contributed Capital: $4.9 million Forecast Cash Distributions Information (% p.a. of Contributed Capital) Bank debt $2.754 million FY21 FY22 FY23 Distributions % p.a. 7.6% 7.5% 7.5% 10 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
KEY RISKS Investments in managed investment schemes are risky. You should consider if the degree of uncertainty around Pongakawa Kiwifruit LP’s future performance and returns are acceptable to you. The Offeror considers the most significant investment specific risk factors that could impact on the value of the LP Units are: At maturity, the SunGold area is expected to produce an average yield of 15,000 trays/cha. This estimate is based on DMS's experience on the Orchard which it currently manages. While the Orchard has exceeded this production level Orchard Yield historically, production has been variable and there is a risk that yields may be less than budgeted. Budgets assume an Orchard OGR of $10.00/tray and there is a risk that the Industry OGR will be less than this. An industry OGR of $10.00/tray represents a significant drop on industry OGR levels in recent years, but is at the top end SunGold OGR of the medium term OGR outlook provided by Zespri of $8.00-$10.00/tray. This forecast OGR range is the basis on which growers are tendering for new SunGold licences. OGR could also be adversely affected by changes in demand for SunGold as a result of things like Covid-19 or the introduction of new varieties. Values for established SunGold orchards are at historically high levels. These values reflect the high levels of profit that are being achieved as a result of high OGRs and yields. There is a risk that orchard values and profit levels will reduce if Orchard Value OGRs and yields reduce. A range of pests and diseases, adverse biosecurity or weather events such as flooding could reduce Orchard profitability, necessitate remedial capital expenditure or make growing kiwifruit unviable in the short or medium term. Force Majeure If DMS fails to pay rent when due, maintain the orchard in accordance with the lease terms, or otherwise defaults under the lease, the Partnership would need to exercise its rights to terminate the lease and take possession of the property. Lessee default In that event the Partnership could either look to find another lessee, operate the Orchard or sell it. The lease agreement with DMS provides for base rent reviews every five years. The base rent review will be assessed as 60% of the expected average Orchard EBITDA for the next five years. Both the lessee and lessor have the right to not Rent Review renew the lease if the base rent is not acceptable to them. There is a risk at each review, that the base rent may decrease and/or a risk that the lessee will choose not to renew the lease for a further five years. This summary does not cover all risks and investors are advised to read Section 10 (Risks) on pages 41-42. If investors require further information on material risks, they should seek professional advice. This Information Memorandum does not take into account the personal circumstances, financial position or investment requirements of any one person in particular. It is therefore imperative that before making investment decisions, investors give consideration to the suitability of investing in the Partnership in light of their investment needs, objectives, financial position and other circumstances. 11 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
What fees will The table below summarises the fees and expenses that you will be charged to invest in this scheme. Further information about fees is set out in you pay? Section 11 (What are the Fees). FEE BASIS FOR $322,332 one-off charge 4.75% of the price MyFarm Promotion/Establishment Fee covers: sourcing the Land and planning the (GST exempt) of purchasing the development of the Orchard, structuring the Offer, due diligence (excluding third Orchard party costs), financial modelling, preparation of an information memorandum and factsheet, marketing, promotion, referral fees (if any) and management of the syndication process. $39,330 p.a. adjusted 0.5% of the value MyFarm annual fee for managing the syndicate, governance (excluding the for assets managed and of assets under independent chair), governance support, property inspections, supervision of the inflation at CPI management Orchard manager, financial control and preparation of financial reports, banking liaison, contract negotiation and communication with the Board and Unitholders. Subject to Board approval the Manager may charge additional fees at commercial rates for services outside the scope of the standard services agreement. $79,328 one-off charge Third Party One-off set up expenses including legal costs, an independent valuation, a establishment costs horticultural consultant due diligence report and underwriting. 12 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
5. WHAT Pongakawa Kiwifruit LP INVESTS IN STATEMENT OF INVESTMENT POLICY • a post-harvest operator like DMS can provide attractive lease terms because it secures its fruit Table 2: Pongakawa Kiwifruit LP Legal description AND OBJECTIVES supply and enables them to earn additional returns Identifier Legal Description Land Area on the fruit produced on the orchards it leases, INVESTMENT OBJECTIVES through its post-harvest activities (i.e harvesting, Lot 2 DP 383150 packing and storing fruit). 331995 11.137 ha Pongakawa Kiwifruit LP’s investment objective is to South Auckland acquire a SunGold kiwifruit at Pongakawa in the Western PROPERTY DESCRIPTION Bay of Plenty. Legal Descriptions – The legal description of the More specifically, the Partnership aims to: Orchard is shown in Table 2. • purchase a 5.88 cha property at 693 Maniatutu The Orchard is situated at 693 Maniatutu Road, Road, Pongakawa for settlement on 29 June 2020, Pongakawa. Surrounding properties include kiwifruit, and; avocados and grazing land. The orchard is near Te Puke • engage DMS to lease the Orchard for a 10 year term and is in a prime location for kiwifruit production. from June 2020, with one five year right of renewal. The mild and balanced climate is well suited to avocados and Gold kiwifruit and characterised by low winds, low INVESTMENT RETURN OBJECTIVE frost risk and warm temperatures. The investment objective is to provide Unitholders with a high level of regular monthly income from net operating Due Diligence cash flow. Independent consultant Fruition Horticulture has completed an orchard inspection, and will provide At budgeted costs, prices and fruit yield, Orchard profits a written report on their assessment as part of due are expected to support annual distributions of 7.5% p.a. diligence. INVESTMENT RATIONALE Their initial verbal assessment is that this is a good The Partnership is being proposed because MyFarm SunGold orchard in a good growing location. They also expects that profits from mature SunGold kiwifruit endorse the management changes being implemented orchards will provide investors with a high level of (stringing, artificial pollination, some shelter removal and regular distributions. This expectation is based on a clearing of boundary areas) and believe that the Orchard belief that: should be capable of producing 15,500 trays/cha on an • high returns from SunGold kiwifruit will be ongoing basis. sustainable because of Zespri’s ability to control The Orchard is also being independently valued. global fruit volumes via its plant variety rights, and; 13 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
Contour and improvements Soils and drainage Photo Below: Frost fan improvement The Orchard is thought to be about thirty years old and The predominant soil type is Paengaroa sandy loam was converted to SunGold in 2012. Vines appear to be in which is considered highly suitable for SunGold good health. production. The topsoil is around 150mm deep and the subsoil is stoneless with no rooting barriers and good Shelter is predominantly natural but there has been drainage characteristics. some strategic use of artificial shelter. The pergola structure is made of metal agbeams supported by Photo Below: Pongakawa Kiwifruit orchard soil profile quarter round posts. Bay size is variable and agbeams in areas with larger bays will need to be braced as part of normal maintenance. The Orchard is relatively flat in contour and it appears that there has been minimal contouring. Improvements include two frost fans, but no irrigation system. Irrigation is not considered necessary because of the soil type, and the age of the rootstock and the depth to which roots have grown. Photo Below: undervine canopy with flat contour 14 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
Figure 1: Zespri GPS map of orchard area in kiwifruit and SunGold grafting dates DMS MODIFIED MELLINGA ORCHARD: 693 Maniatutu Road | TE PUKE 23/04/18 Owner: Golf Course Limited Partnership Status: DMS Managed DMS Manager: Shirley Maxwell MA Name Var Blocks Phone: 07 573 4141 Mobile: 027 573 6659 PURPL 2.93 GA 1,2,3,4,5 BLUE 1.00 GA 6,7 ORANG 1.95 GA 8,9 HAZARDS ORCHARD ENVIRONMENTS CAN BE HAZARDOUS EXERCISE CAUTION AT ALL TIMES Please notify management of any ACCIDENT or new HAZARD - Power pole and Phone connections at entrance 2019 MATURITY AREA MAP 59 - No access at NW Block 3 - No car access east of Blocks 3-5 - Narrow headland between block 5 and shelter SURVEY:25/10/2012 Block1 Block 9 AD 0.26 ha 0.75 ha - Deadman ties in headland East of Block 6 RO Gold3 Gold3 - Concrete water tank East corner & center of Block 6 TU Pergola IA TU 2012 Pergola - Shelter with anchor wires across blocks 6/7/8 N Block 2 - 4WD only in Blocks 6,7,8,9; steep land MA 0.36 ha 1 2012 693 - Block 7, Row 17; lip on row and no headland Gold3 Pergola - Culvert at end of Block 7, Row 20 1 2012 - No exit in Block 7 R15&16 - No headland access NW of Block 7 - Tieback wires in Block 7 NW shelter 7 - Rabbit holes across Block 7-8 1 30 - Overhead/under-canopy windbreak poles NW of 29 block 8 SURVEY:25/10/2012 Block 3 15 - Dead shelter along Block 9 West L.A. 9 1.33 ha Gold3 Block 8 SURVEY:25/10/2012 Pergola 1 1.20 ha 2012 ORANG Gold3 R PL 6 Pergola PU 2012 ! 7 10 Block 4 9 SURVEY:25/10/2012 Block 7 0.82 ha 0.52 ha Gold3 15 WHITE Pergola BLUE Gold3 Pergola 1 ! HAZARDS 2012 ! 1 2012 - Steep bank along loadout bay 9 ! Block 5 SURVEY:25/10/2012 - Powerline across orchard Block 6 No exit in rows 15 & 16 - Old irrigation pipes throughout 0.15 ha 0.48 ha Gold3 9 - Tight corners in headlands throughout - Old anchor points/hoods at end of rows throughout ! Pergola ! 1 Gold3 Pergola KPIN 5494 - Concrete posts in shelters throughout 2012 2012 - Steep drop in Block 2 Row 7 - Steep banks between orchard and road, and around North boundary Orchard Area: 5.87 ha Gold 3 Area: 5.87 ha NP Scale in Metres 25 20 15 10 5 0 25 50 75 Copyright © 2014 GPSit Limited ● PO Box 13396 Tauranga ● 0800 2 477 48 (0800 2 GPS IT) ● Fax 07 573 8877 ● service@gpsit.co.nz ● www.gpsit.co.nz ● All Rights Reserved ● Version :: CH-MU 30 October 2014 25 October 2012 93.0 MSL 176° 26' 48.95" E, 37° 52' 14.94" S 331995 DMS DISCLAIMER: This modified map is provided as a visual aid for navigation and safety, and compliance. It is not suitable documentation for construction, valuation, or legal purposes. DMS cannot guarantee the accuracy of this map and has not assessed the orchard or hazards that may affect safe use of quad bike or machinery. All users should undertake their own dynamic hazard assessment and communicate with the manager or owner any appropriate controls prior to working in or on the orchard. Source: DMS Progrowers 15 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
regional map: pongakawa orchard | western bay of plenty Figure 2: Property regional location map western bay of plenty | new zealand • tauranga • te puke • paengaroa 693 Maniatutu Road, Pongakawa •whakatane • lake rotorua 16 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
local map: 693 Maniatutu Road, Pongakawa, western bay of plenty Figure 3: Property map indicating orchard location and approximate outline of property boundary. ^ north west to paengaroa / tepuke ^ north east to pongakawa & bay of plenty coast oad uR tut nia Ma • pongakawa kiwifruit orchard V North 17 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
18 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
THE NEW ZEALAND KIWIFRUIT INDUSTRY Industry Overview How Kiwifruit is Grown The New Zealand kiwifruit industry was founded in the fruit in both Europe and China have a cost advantage Kiwifruit is grown on deciduous vines that are trained 1970s based on the production of the green Hayward for both transportation and on-shore costs, but most of to grow over support structures in such a way that the variety and is currently expanding based on production their fruit is supplied at a different time of the year. vines provide a full canopy over the land on which they of SunGold, a new gold variety that was released Other key factors that underpin New Zealand’s are grown. The fruit hangs beneath the canopy which is following the outbreak of the disease Psa in 2010. competitive position include: typically around 1.8m above the ground. Zespri has ambitious growth plans to grow global supply • Consistency of supply of a high quality and high To mitigate against wind damage to the fruit, orchards from 58 million trays in 2018 to c.250 million trays by taste product supported by a world leading supply are divided into north-facing blocks separated by either 2025. To this end it is progressively releasing a planned chain, through which growers receive market-based artificial shelter or shelter trees and the headlands 4,550 cha of new SunGold licences over the seven-year payments that reflect the quality of their fruit. Fruit associated with these. period ending 2022. quality parameters (taste and sweetness) now account Orchards are operated on the basis of canopy hectares In 2019 SunGold volumes surpassed Hayward volumes for 40% of total grower payments for Hayward and which is less than total hectares because of headland for the first time, reflecting the widespread ‘cutting over’ 70% for SunGold. areas and areas taken up with houses, buildings and and re-grafting of Hayward to SunGold. • An innovative portfolio of Zespri-exclusive product access roads and fruit load-out areas. Zespri’s growth plan is based on its expectation of offerings (SunGold and organic), and a pipeline of new Kiwifruit is harvested between March and June each increased consumption in North America, China, Korea, varieties. year and the packed fruit is kept in cool storage until it is Taiwan, and South East Asia. It estimates that demand • Significant investment and support of brand progressively sold down during an April-December sales for kiwifruit could reach 350 million trays in 10 years’ marketing and category growth. window. time. Growing the demand for SunGold will be key to • A comprehensive understanding of the health Some fruit may be stored in bins in controlled achieving this. benefits of kiwifruit. atmosphere storage. This fruit is packed and sold later In its key markets, Zespri is one of the top five most in the season. Storage premiums are paid on this fruit to recognised fruit brands. Zespri branded fruit is perceived • Deep penetration of core markets. compensate for the risk of losses in storage. as having good quality, taste, sustainability, nutrition and • Focused development of new high-growth markets – Premiums are also paid for taste (determined by fruit food safety attributes. This reputation is a result of long- North America and China are both on the ascent. dry matter content) and fruit that is harvested early. term market commitment, continuous investment and • Year-round supply of Zespri-branded fruit with New Premiums can add significantly to the orchard gate operational excellence. Zealand supply augmented with product from the returns that are received for fruit produced. By way of The Zespri brand, and the associated values and Northern Hemisphere. This approach enables Zespri illustration, in 2018, 48% of the orchard gate return for promises the brand delivers, help underpin attractive to support its branded offering to consumers all year SunGold kiwifruit came from fruit payments and the price premiums. The premiums for both green and round and provide a category management solution remaining 52% came from incentives/premiums. gold varieties help compensate for the higher costs of to large retailers. Category management is particularly Vine management is key to orchard performance. The production for New Zealand fruit. Chilean fruit tends important to Zespri’s leadership position, and its annual management programme commences with to have a cost-of-production advantage due to lower ability to maintain shelf space and commercialise new winter pruning when new fruiting canes are tied down orchard and post-harvest costs. Domestically produced varieties. 19 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
and old wood is removed, and continues through the Table 4: Gold Industry Data summer when further pruning and fruit thinning is undertaken to manage the crop load and ensure that 2012 2013 2014 2015 2016 2017 2018 2019 fruit grows to a good size. The number, size and quality of the fruit produced is Hectare 2,596 1,609 2,521 3,804 4,116 4,630 4,996 5,501 also affected by such things as pollination, nutrition, vine OGR $/tray $10.69 $12.88 $9.45 $8.21 $8.64 $10.01 $10.89 $11.71 health, pest control and climate. Trays/cha 9,906 7,072 6,954 8,518 11,439 11,292 13,216 13,632 Climate and soil type are key reasons why the New Zealand industry has stayed concentrated around Average size 32.1 33.1 29.7 32.6 26.7 26.7 27.3 29.5 the Bay of Plenty where the Hayward variety was first commercially developed. However, while the Hayward Total Trays (m) 25 11.1 18.7 32.6 46.7 52.7 66 74 variety does not grow well in other regions of New Zealand, this is not proving to be the case with SunGold which is growing well in Northland, Gisborne and These yield increases are a consequence of improved Hawke's Bay. management techniques and new varieties, the introduction of which was driven by the need to improve Orchard Profitability and Yields profitability as volumes increased and prices declined in Kiwifruit orchard profitability is primarily determined the early 1990s. by the yield, size and the taste (dry matter) of fruit produced, the market prices realised by Zespri and to a Orchard Gate Returns lesser but increasing extent, the costs of production. Orchard gate returns over the last eight years are shown in Table 4. The high prices achieved for the 2012, 2013 Orchard yield and fruit size are a function of both and 2014 crops were a consequence of very low fruit orchard design and management and orchard location. volumes as a result of Psa. The current high prices Generally, the highest producing orchards are in low are supported by the high price of kiwifruit in China, altitude, north facing coastal locations. and the fact that, on a per tray basis, the high level Pongakawa Kiwifruit has both these characteristics. of expenditure on marketing New Zealand SunGold Orchards in these types of locations also withstand the reduces as volumes increase. effects of Psa better and are less susceptible to early Furthermore, Zespri has control of global supply of frosts which can damage flower buds and fruitlets. SunGold because it owns the plant variety rights. Their Orchard yields have increased significantly over the last confidence in future returns for SunGold is evidenced 25 years, increasing from around 5,000 trays/cha to by their plan to release 700 cha of licence annually until around 14,000 trays/cha. Top orchards now produce up 2022. to 20,000 trays/cha. 20 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
Orchard Operations to contract to supply kiwifruit to Zespri. Supply Entities different Supplier. These differences are magnified by typically involve one or more post-harvest operators and Zespri’s pooling arrangements for fruit payments which Most orchard operations need to be performed in a the growers for whom they pack and store fruit. are zero sum. i.e. one Supplier can only achieve higher timely and expeditious manner, meaning that there are premiums if another Supplier achieves lower premiums. concentrated periods of high demand for labour and Through their Supply Entities, suppliers are responsible machinery. for delivering kiwifruit to the side of the ship according Similarly one Supply Entity can only achieve higher to the pack types, quantities and varieties scheduled by premiums over another Supply Entity supplying the This, together with the small average orchard size, has Zespri. Fruit is drawn down evenly on a pro-rata basis same Supplier, if the other Supply Entities receive lower favoured the development of specialised contractors across all Suppliers, and all Suppliers receive the same premiums. with the capacity (labour and equipment) to operate over payments and premiums for the fruit they supply. large areas in a short space of time. Post-harvest operators can influence grower premiums Suppliers do not have to draw fruit evenly from their by such things as the timing of harvest (which affects dry Typically these contractors are associated with post- Supply Entities, and individual Supply Entities endeavour matter and fruit size), the pack types they use and the harvest operators like DMS who manage orchards as to maximise the fruit payments they receive from their level of fruit loss they incur. a way of securing fruit to pack and store and as a way supplier in order to achieve a better price for the growers of utilising their resources outside of the main harvest who pack and store with them. Kiwifruit Markets period. New Zealand is the third biggest producer of kiwifruit The Boards of Supply Entities typically comprise Industry Organisation behind Italy and China, both of whom produce kiwifruit representatives of both growers and post harvest in New Zealand’s off-season. The only southern The New Zealand kiwifruit industry is vertically operators and decide things such as how premiums hemisphere supplier New Zealand competes with is Chile integrated. All export quality kiwifruit is marketed and will be allocated to the growers who supply them. For which produces about 30% less fruit than New Zealand. sold by grower owned and controlled Zespri Group Ltd. example, a post harvest operator will try to maximise Southern hemisphere fruit accounts for about 30% of the value of time storage premiums by minimising fruit Zespri contracts with kiwifruit suppliers to acquire fruit world supply. losses across their pool of fruit. They can do this by Free on Board and Stowed (FOBS) and aims to maximise retaining, until late in the season, fruit from a grower While China is the biggest producer of kiwifruit in price by selling fruit in different markets. who supplies them with fruit that they know will store the world, all the fruit that it produces is consumed The net proceeds from the fruit it sells are pooled by well, while drawing down early, fruit from a grower who domestically and it is still a significant importer of New variety, so that all suppliers get the same prices and supplies fruit that they know will not store well. Zealand kiwifruit. premiums for the fruit they supply. The Boards of Supply Entities look to be fair to both Nearly all of New Zealand’s kiwifruit is exported. Its major For each price pool, a number of price premiums are these growers by adopting policies that give some of the markets are the EU-27 (notably Italy, Spain and Belgium) paid. Premiums are paid for fruit size (larger fruit is benefit of the storage premiums to the pool (because and Asia (notably China, Japan, South Korea and Taiwan). typically worth more), fruit that is harvested early to individual growers have no control over when their World trade in kiwifruit expanded significantly in the 10 extend the selling window (called KiwiStart), fruit that fruit is drawn down) and some of the premium to the years to 2010 and during this time Zespri was able to tastes better (namely, fruit with a higher dry matter individual growers whose fruit was retained longer (to achieve price premiums for its green and gold kiwifruit content) and time in storage (to compensate for fruit lost compensate them for the fruit losses they incurred). compared with its competitors. It was also able to earn due to natural deterioration in store). a significant premium for its gold kiwifruit over its green By this process, growers who supply one Supply Entity kiwifruit without decreasing the value of the green Kiwifruit suppliers (‘Suppliers’) are groupings of supply are able to achieve better fruit prices than growers who kiwifruit. entities (‘Supply Entities’) who have banded together supply another Supply Entity who may work through a 21 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
This performance is a consequence of the branding, quality control and superior marketing and distribution that Zespri is able to achieve as a single desk seller and its plant variety rights to the gold variety Hort 16A and its successor SunGold. Following the Psa outbreak in 2010, world production of kiwifruit went in to a modest decline, the only exception being China where output has continued to grow. Notwithstanding, volumes of New Zealand produced kiwifruit are expected to increase significantly as SunGold kiwifruit expands. This increasing volume of fruit will have to be marketed against a backdrop of on-going economic constraint in the major market of EU-27 and potentially the economic impacts of Covid-19. Maintaining prices and premiums in this environment will be a challenge, but one that Zespri is well placed to manage. The success of SunGold kiwifruit will be a big determinant of how well the New Zealand industry performs in the short to medium term. Zespri has an on-going variety development programme and growers buy licences to grow new varieties like SunGold when they are ready for commercialisation. 22 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
23 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
About DMS group limited DMS Overview All managed and leased orchards are harvested, packed DMS and the kiwifruit industry and cool-stored by the DMS team. The DMS Group is a leading Bay of Plenty kiwifruit In addition to its founders, Craig Greenlees and Paul and avocado orchard management and post-harvest DMS’s post-harvest company is 50% owned by growers Jones, the board of DMS comprises an independent operator. It is locally owned and operated and focused and 50% owned by DMS founding partners, Craig chairman, Hamilton lawyer Peter De Luca, orchard owner on providing services aimed at increasing orchard Greenlees and Paul Jones. This ownership balance has and supplier, Tony Leicester, former Zespri CEO, Lain productivity and grower profits. Its services include: proven to be a successful model. Jager, and John Cook. • Consulting and orchard assessment relating to DMS and the kiwifruit industry Paul Jones leads the orchard management team and has orchard purchases more than 25 years experience as a grower and manager. DMS recognised early-on that SunGold was the key • Orchard management and development to industry recovery following the outbreak of Psa, contractual arrangements with dms because it had superior yield and fruit quality, was Psa • Orchard leasing Subject to the successful purchase of the Orchard, resilient and conversion was easy. DMS considers itself • Harvesting and packing MyFarm has negotiated an agreement with DMS, for the an industry leader in growing, packing and cool-storing lease of the Orchard. this variety and is well positioned to service growth as • Cool storage production of SunGold increases. Orchard Lease • Crop inventory management As a company, DMS is a strong supporter of Zespri, with The key terms of the lease are expected to be: • Technical advice and support both founding partners holding significant industry roles at various times. Craig Greenlees was a director of Zespri • 10 year term from June 2020 with one five-year right The DMS business was established in 1989 by its two of renewal. executive directors, Craig Greenlees and Paul Jones. for 15 years, including six as chairman. Paul Jones is It currently manages more than 100 orchards, has 70 currently a Zespri director. Each season: full-time staff and employs another 500-plus seasonal The DMS Supply Entity is a member of the G4 Kiwi Group, • DMS pays the Partnership a base rental of $60,000/ kiwifruit workers during the annual harvest period. DMS a Supplier that provides 32% of Zespri's Class One Crop. cha p.a; has administration offices in Tauranga and two pack- DMS works with G4 Supply Limited on export logistics house facilities, one in Te Puna and the other at Te Puke. • DMS pays all orchard operating expenses and to ensure its kiwifruit is loaded at the optimum times overheads; to achieve the best returns for its growers. This work orchard management and leasing includes contract negotiation, packaging and delivery • An operating budget (which includes an orchard The Company leases and manages about 520 hectares allocations, inventory management and port and management fee to DMS of $2,500/cha ) is agreed in the Bay of Plenty, making it one of the largest kiwifruit transport services. between DMS and the Partnership’s general partner; management companies in New Zealand. Both orchard As a medium-sized operator, DMS believes it is big • DMS recovers base rent and orchard operating costs management and leasing options are tailored to suit enough to be operationally efficient, yet small enough to plus a 6% cost of capital charge on these costs from the specific needs of the grower. The company actively adapt quickly to change. It recently joined with several initial Zespri orchard gate returns, and; communicates with its growers and runs regular other post-harvest entities to create their own Class-Two educational field days and focus groups. • thereafter the Partnership receives 85% of all orchard brand, NutriKiwi. Fruit under this brand is marketed gate returns from Zespri and DMS retains 15%. directly into Australia. 24 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
The lease will also provide that if the Orchard makes a loss in any particular season, this loss will be carried forward and set-off against profit in subsequent seasons, before any profit share determination. This process will continue until losses have been extinguished. For each particular year, the Partnership’s 85% share of profit will not be determined and paid until the following year when all revenue from Zespri has been received. Zespri makes a submit payment at harvest and then regular progress payments from June to the following May. It is expected that orchard and base rental costs incurred by DMS the previous season will be recovered by the November following harvest and that Partnership profit share payments will be received progressively between December and May. Lease revenue received by the Partnership in most seasons will therefore comprise a base rental paid on the current season and a share of profits from the previous season. The Partnership will get to approve the DMS annual operating budget for the leased area and while DMS will have to account to the Partnership for any budget variance, the lease provides that they will be reimbursed for the actual expenditure incurred. The lease will include a force majeure provision that will allow DMS to terminate the lease if there is a natural disaster, such as an outbreak of a disease like Psa which makes it uneconomical to continue to grow kiwifruit. The lease will also provide for a review of the base rent every five years. Rent reviews will be based on 6% of the expected EBITDA/cha for the next five years (i.e. $/tray OGR x expected trays/cha less picking costs and orchard working expenses). 25 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
listing on syndex Pongakawa Kiwifruit LP will list on Syndex (www. syndex.exchange), a peer-to-peer trading platform for proportionally-owned assets. Syndex was founded in New Zealand in 2015 and provides an independent secondary market. Syndex provides services to over 180 investment schemes worth over $2.8 billion with nearly 7,000 account holders. The platform is privately owned and utilises proprietary capital market software on a publicly accessible platform. The platform, Syndex.Exchange, allows investors to trade proportionally-owned assets and acts as an intermediary exchange for both potential investors and vendors. Syndex offers a number of services to MyFarm and MyFarm managed investment schemes, including registry, compliance and investor relations services, and a peer-to-peer market that supports capital raising and secondary market trading. Syndicators like MyFarm list their syndicates on Syndex, and have to comply with listing rules aimed at ensuring a fair and fully informed market. The listing rules require that the syndicator provide quarterly reports and information on valuation. Syndex offers its services via a subscription-based pricing model (see website for more information). MyFarm will create a Syndex account for each new investor/investment entity as part of the application process for Pongakawa Kiwifruit LP. Investors will need to log in to their Syndex account in order to access all reporting and communications. There is no charge to investors to access or view information on Syndex. Charges only apply when buying or selling units. 26 | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020 www | myfarm.co.nz
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