WARNING The law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to this offer if you are a person who comes within Schedule 1, clause 3(2)(a)-(c) or 3(3)(a)-(b)(ii) (inclusive) of the Financial Markets Conduct Act 2013. This 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.
If you fall within Schedule 1, Clause 3 of the FMCA, as a result of this exclusion, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for this investment. Investments of this kind are not suitable for retail investors. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.
Note: We urge you to carefully review the information Memorandum and additional attachments (if applicable) before lodging an application. In the event that there are any material changes to the Information Memorandum communications will be added to the attachments for review.
This is an offer to wholesale investors of Units in Otamarakau Kiwifruit Limited Partnership ("The Partnership"). The Partnership is being formed to acquire a SunGold orchard located at 313 Otamarakau Valley Road, Pukehina about 40 km east of Tauranga. The Orchard is being purchased for $17.6 million including the outstanding proceeds of the 2020 crop, and 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. DMS is a leading Bay of Plenty kiwifruit and avocado orchard management and post-harvest operator. It is locally owned and operated with a focus on providing services aimed at increasing orchard productivity and grower profits.
Subject to the success of this Offer, the Partnership will purchase the Orchard, meet syndicate establishment costs using a combination of $12.7 million of contributed capital and $5.753 million of bank debt, a 31% debt funding level and a 34.9% 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 $2.47 million of bank debt and declare the sale and purchase agreement unconditional once it has received applications for $10.22 million of contributed capital. If only $10.22 million of contributed capital is raised, the LVR post settlement would increase to 50%.
While there is currently no underwrite agreement in place, 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.
The Offeror reserves the right to accept or decline over-subscriptions of up to an additional 64 Units (5%) and to determine which applications if any are accepted. At the discretion of the Board of the Syndicate's General Partner, Otamarakau GP Limited ('Otamarakau GP'), any over-subscriptions will be used to invest in shares in Zespri Group Limited ('Zespri') or DMS, or to reduce debt.
In the event that the Offer is under-subscribed at the Closing Date of 23rd October 2020, MyFarm will hold any unsubscribed units as Unpaid Units. These would then continue to be marketed as Unpaid Units on the secondary market after the Offer has closed, at the Offer price of $10,000/Unit.
The Offeror is also entitled to scale, order, or reject any application as it sees fit.
The Offer is for 1,270 Units in Otamarakau Kiwifruit LP at an issue price of $10,000/Unit. The minimum investment is 5 Units ($50,000) and thereafter the size of an investment can be increased in multiples of one Unit. As Orchard settlement occurs soon after the unconditional date, payment of the full $10,000/Unit applied for is due at the time of application.
IMPORTANT DATES: Offer Closing Date – 23rd October 2020. Settlement of the purchase of the Orchard – 20th November 2020.
|Otamarakau Kiwifruit Orchard||313 Otamarakau Valley Road, Otamarakau and is about a 30 minutes from Te Puke and 45 minutes from Tauranga||313 Otamarakau Valley Road, Otamarakau, 3186|