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 only individuals or entities who own or lease a New Zealand kiwifruit orchard can purchase Zespri shares. Zespri’s share register is held by Computershare. A factsheet on trading Zespri shares, both on-market and off-market can be accessed here.
Furthermore, shareholders are entitled to hold up to 4 shares for every tray of production. Production is calculated by taking the average of the best 2 of the last 5 seasons. Shareholders who were overshared at 14 March 2018 will have 7 years before they are required to sell their overshared portion of shares. Shareholders who become overshared after this date will have 3 years to sell. Shareholders are entitled to vote their number of shares, or their number of trays, whichever is the lesser.
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 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 Securities Exchange (USX) share trading platform, or with the registered USX broker directly.
Shareholders without production (usually retired growers who did not sell their shares when they exited the industry) cannot vote their shares. Non-Producer shareholders, also known as ‘dry’ shareholders, will also stop receiving dividends after they have been dry for a certain amount of time. Shareholders who were dry at 14 March 2018 will have 7 years before they stop receiving dividends, while shareholders who become dry after this date will have 3 years before dividends cease. There is no requirement for dry shareholders to sell their shares.
We have planned and consulted with the industry on a targeted share issue and buy-back for sometime, with the intent of trying to improve alignment of current producers and shareholders. We will proceed with the planned share issue that targets under-shared (under one share per tray of production) and unshared growers, and the planned buy-back from over-shared shareholders and dry (ex-grower) shareholders.
Over-shared shareholders for the purposes of the buy-back will be shareholders that hold more than one share per tray of production plus a margin which satisfies the tax tests for reduction of shareholding interests on a tax free basis.
The share issue and buy-back will be at the same price. This price will be determined by Zespri’s Board on the basis of an independent valuation. As Zespri will be paying out a dividend shortly before the offer documents are issued, the price offered will be ex-dividend.
Growers entitled to participate should regularly check this website page for updated information and relevant forms.
There will be a product disclosure statement for the share issue and a straight-forward application form. For the buy-back, there will be a buy-back offer document and application form issued.
Please click here to continue to learn more about Zespri’s planned targeted share offer.
No money is currently being sought. Financial products (i.e. Zespri shares) cannot currently be applied for or acquired under the proposed share issue nor sold to Zespri under the proposed buy-back. If the share issue and buy-back are offered, they will be implemented in accordance with the Financial Markets Conduct Act 2013 and the Companies Act 1993. No expressions of interest are currently being sought.
Click here 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.
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 we recommend that you first contact Zespri to confirm your eligibility to purchase shares, and how many shares you are entitled to purchase. Once you have received confirmation from Zespri please downloadthis document and return to Zespri Grower Support Services via post (PO Box 4043, Mt Maunganui, 3149). Alternatively the off-market share transfers can be posted directly to Computershare who will process the transfer once they have received confirmation from Zespri that the purchaser is a current NZ kiwifruit producer. Please note that the original signed form is required to be sent in to Zespri or Computershare before the transfer can be processed.
If you have any questions regarding completion of the form please contact Grower Support Services on 0800 155 355 or email@example.com.
Zespri Group Limited’s share registry, Computershare, will issue a Securities Transaction Statement on transfers of Zespri Group Limited shares. If a shareholder wishes to receive a share certificate, one can be requested from Computershare.
If a shareholder has been issued physical share certificate(s), any sales of shares will still require the shareholder to surrender their physical share certificate(s). If a share certificate was physically issued and has been lost, the shareholder will need complete a Deed of Indemnity form and return to Computershare prior to any sale transaction.
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.
Changes to Zespri’s constitution were voted in by shareholders on 14 March 2018. The changes include a 4:1 share cap, change to voting entitlements and a dividend cap for non-producer (dry) shareholders. For more information on the Kiwifruit Industry Strategy Project (KISP) visit the website here.