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.
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 Securities Exchange (USX) share trading platform, or with the registered USX broker directly.
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.
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 please downloadthis document and return to Zespri Grower Support Services (firstname.lastname@example.org or PO Box 4043, Mt Maunganui, 3149). 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.
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.
In 2015, our industry asked the Government of New Zealand to update the Kiwifruit Export Regulations to allow us to develop a sustainable and long-term plan to maximise the wealth of New Zealand kiwifruit growers.
One particular need is to strengthen grower ownership and control of Zespri. The need is significant. A growing number of New Zealand orchard owners do not own Zespri shares, and over 18 million shares are held by people who have left the kiwifruit industry.
Left unaddressed, the issue is a source of destabilisation to the future growth of the industry. Consequently, some 92 percent of the growers who voted in the Kiwifruit Industry Strategy Project referendum in 2015 backed proposals to improve alignment.
As a result of the change to the regulations, Zespri is now able to propose a number of changes to its constitution to firstly reduce and then secondly reverse non-alignment over time. We are committed to a fair process that is respectful of shareholders, with proposed changes coming into effect over a number of years.
For more information on the Kiwifruit Industry Strategy Project (KISP) visit the website here.