Zespri is grower-owned and grower-controlled by way of growers owning and voting their Zespri shares. For it to stay that way, growers need to own sufficient Zespri shares to maximise the voting entitlement that is based on the production from their orchards.
Zespri’s company constitution provides that shareholders can only vote their Zespri shares in proportion to their kiwifruit production. Shareholders without production (usually retired growers who did not sell their shares when they exited the industry) cannot vote their shares. New or existing growers who provide fruit to Zespri but do not own shares are unable to vote and exercise a degree of control over Zespri to which they would otherwise be entitled.
Growers buying orchards should therefore be looking to negotiate the purchase of some or all of any Zespri shares held by the vendor as part of the orchard purchase. Alternatively, Zespri shares can be purchased on the open market through the Unlisted (www.unlisted.co.nz) share trading platform.
From 1 February 2016 Zespri Group Limited shares are traded via the share trading platform Unlisted*. Shareholders are required to register with one of six Unlisted registered brokers to be able to trade shares on-market. Please note that this requirement only affects shares traded on-market, the process for trading Zespri shares off-market remains the same. A factsheet on trading Zespri shares, both on-market and off-market can be accessed here.
All trading on the Unlisted market is conducted by six Unlisted registered brokers: ANZ, First NZ Capital, JB Were, Craigs Investment Partners, Forsyth Barr and Hamilton Hindin Greene. Buyers and sellers of Zespri shares need to be registered with one of these brokers if they wish to trade shares on-market from 1 February 2016. The brokers check that the buyer is eligible to trade shares, and the broker places a valid buy or sell order with Unlisted who match traders and notify Computershare to update the share register once a transaction has settled. Please click here to view the Unlisted brokers contact details and the agreed commission structure (if any) with each broker.
*Unlisted is a Financial Product Market operating under an exemption from subpart 7 of Part 5 of the Financial Markets Conduct Act 2013 (“the Act”) and certain conditions specified in the Exemption Notice.
Click on the Unlisted icon above to view 'ZGL' latest market information. Zespri Group Limited’s Annual Report (available under Investor Publications) is a good place to find information about the financial performance of the company.
Please note: Zespri Group Limited shares ceased trading on the Sharemart share matching platform on 29 January 2016. Zespri shares are now traded on the Unlisted share trading platform and the latest share trading information can be viewed on the Unlisted website.
Off-market trading normally occurs where the buyer and seller have mutually agreed between themselves to transfer shares.
Three examples where this may occur are:
- A share transfer as part of an orchard purchase; or
- A share transfer between financial structures with the same or similar owners; or
- A share sale or purchase where the two parties have privately reached an agreement without having being introduced to each other in a market situation.
Off-market transfers have no charge to the participants, so are cost effective when the buyer and seller already know each other.
To complete an off-market transfer please download the following document and return to the Zespri Contact Centre.
If you have any questions regarding completion of the form please contact the Contact Centre on 0800 155 355. Alternatively the off-market share transfers can be sent directly to Computershare who will process the transfer once they have received confirmation from Zespri that the purchaser is a current NZ kiwifruit producer.
From February 2016 Zespri Group Limited’s share registry (Computershare) will no longer automatically issue physical share certificates on transfers of Zespri Group Limited shares. Computershare will continue to issue a Securities Transaction Statement every time a shareholding changes. If a shareholder wishes to receive a share certificate, one can be requested from Computershare.
If a shareholder has previously been issued physical share certificate(s), any sales of shares will still require the shareholder to send their physical share certificate(s) to their Unlisted sharebroker, or to attach the certificate(s) to the off-market transfer form. No new certificates will be issued by Computershare unless expressly requested by the shareholder. If a share certificate was physically issued and has been lost, the shareholder will need to request a replacement from Computershare prior to any sale transaction.
Once a shareholder no longer has any issued physical share certificates for Zespri shares, any future transactions will not require delivery of a share certificate. If a share certificate is requested, then that share certificate would be required for future sale transactions relating to those shares.
From 1st November 2016, Zespri Group Limited (ZGL) has contracted Craigs Investment Partners (CIP) to provide ‘market maker’ services for ZGL shares for the purposes of promoting ZGL share liquidity and reducing price volatility. Under clause 4.6(a) of the ZGL Constitution, the ZGL Board in October 2016 designated CIP as a ‘Producer’ so that CIP can purchase ZGL shares on the Unlisted share trading platform, solely for the purpose of performing ‘Market Maker’ services. CIP are limited under the signed services agreement to holding no more than 0.125% of issued ZGL shares, and the voting rights on any shares held by CIP for the purposes of ‘Market Making’ under the terms of the signed services agreement have been forfeited.
What is a 'Market Maker'? A broker-dealer firm that assumes the risk of holding a certain number of shares of a particular security in order to facilitate the trading of that security.