Ricegrowers Ltd. Class B · ASX:SGLLV
Ricegrowers Ltd. Class B — Shareholder Meeting (August 2018)
51 slides from Ricegrowers Ltd. Class B's shareholder meeting presentation, August 2018
Slide 1: ASX Proposal Information Sessions August 2018
ASX PROPOSAL INFORMATION SESSIONS AUGUST 2018
Slide 2: Welcome - Chairman Laurie Arthur
WELCOME CHAIRMAN LAURIE ARTHUR 2
Slide 3: Directors' Intentions
DIRECTORS’ THE SUNRICE BOARD CONSIDERS THAT THE ASX PROPOSAL IS IN THE BEST INTERESTS OF A CLASS SHAREHOLDERS AND B CLASS INTENTIONS SHAREHOLDERS HAVING REGARD TO THE POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE ASX PROPOSAL Each Director recommends that: A Class Shareholders vote in favour of
Slide 4: ASX Proposal Documentation
ASX PROPOSAL DOCUMENTATION 4
Slide 5: Agenda
AGENDA WHY IS THE ASX KEY ELEMENTS ADVANTAGES AND PROPOSAL OF THE ASX DISADVANTAGES REQUIRED? PROPOSAL Laurie Arthur, Chairman Rob Gordon, CEO Rob Gordon, CEO IER AGM DOCUMENTS, QUESTIONS CONCLUSION VOTING AND Questions and Answers Laurie Arthur, Chairman RESOLUTIONS Laurie Arthur, Chairman 5
Slide 6: CEO Rob Gordon
CEO ROB GORDON 6
Slide 7: Why is the ASX Proposal Required?
WHY IS THE ASX PROPOSAL REQUIRED? SunRice has achieved strong results since 2012, when the Company pursued a strategy that moved from just marketing the Australian rice crop to servicing growing market demand for branded rice product from multiple origins 7
Slide 8: Why is the ASX Proposal Required?
WHY IS THE SunRice is now well positioned to: ASX PROPOSAL Embed resilience for the future REQUIRED? Take advantage of global food trends driving consumption The 2022 Growth Strategy is our roadmap to do this. Its The 2022 Growth Strategy objectives are to: is designed to further strengthen
Slide 9: Why is the ASX Proposal Required?
WHY IS THE ASX PROPOSAL REQUIRED? The 2022 Growth Strategy has been developed to capitalise on global food trends and the Company’s competitive advantages 9
Slide 10: Why is the ASX Proposal Required?
WHY IS THE ASX PROPOSAL REQUIRED? In addition, the Strategy seeks to leverage SunRice’s competitive advantages: The provenance of Riverina Rice SunRice’s Global Supply Chains 10
Slide 11: Strategic Initiatives and Investment
Approximately $200-$300 million STRATEGIC INITIATIVES AND would be required over the next three to five years to implement INVESTMENT the 2022 Growth Strategy Initiative Investment Capital requirement Expanding our Low GI and Sushi rices into ✓ Develop agronomic packages $30-50 million new markets ✓
Slide 12: Improving Returns Over Time
IMPROVING For Growers and A Class Shareholders, RETURNS OVER SunRice is targeting initiatives to strengthen the Rice Pool business and TIME improve the Paddy Price For B Class Shareholders, SunRice is targeting initiatives to strengthen the Profit businesses and deliver shareholder value 12
Slide 13: Improving Returns Over Time
IMPROVING RETURNS OVER TIME The Rice Pool and the Profit businesses - do not operate in isolation. The two are complementary and work together to minimise risk across the entire SunRice Group 13
Slide 14: Reducing Risk
REDUCING SunRice needs to be well placed to face known challenges RISK in the form of: Sovereign risk in our key markets SunRice’s 2022 Growth Increased competition Strategy is also designed Reduced consumer affordability to mitigate challenges by building a global Oversupply situations bu
Slide 15: Why the ASX?
WHY THE ASX? ASX IS AUSTRALIA’S LEADING SECURITIES EXCHANGE, PROVIDING ACCESS TO A MUCH DEEPER POOL OF CAPITAL Compared to the limited funding options currently available to SunRice, equity raising through the ASX is anticipated to be: The Board is clear that there is no better Less dilutive d
Slide 16: Key Elements of the ASX Proposal
KEY ELEMENTS OF THE ASX PROPOSAL 16
Slide 17: ASX Proposal: A Change in Listing Location, Not Structure
ASX A CHANGE IN LISTING LOCATION, NOT STRUCTURE PROPOSAL THE BOARD IS RECOMMENDING WE RETAIN SUNRICE’S EXISTING STRUCTURE AND TRANSFER OUR LISTING OF B CLASS SHARES FROM THE NSX An ASX listing will allow TO THE ASX new investors to hold SunRice B Class Shares THE ASX PROPOSAL WILL NOT CHANGE: withou
Slide 18: Material Changes Under the ASX Proposal
MATERIAL CHANGES UNDER THE ASX PROPOSAL Removing the ownership restrictions, allowing anyone* to invest in SunRice up to the B Class Shareholding Limit Transferring SunRice’s listing and quotation of B Class Shares from the NSX to the ASX, with SunRice subject to the ASX Listing Rules Disclosu
Slide 19: Key Implications: A Class Share Features
For A Class Shareholders, the ASX Proposal will KEY IMPLICATIONS not result in any change to the fundamental nature and key voting rights of A Class Shares A CLASS SHARE FEATURES FEATURE EXISTING ARRANGEMENT ARRANGEMENT UNDER ASX PROPOSAL Director election rights Director election (50% vote required
Slide 20: Key Implications: B Class Share Features
For B Class Shareholders, there will be a series KEY IMPLICATIONS of changes, however there will be no change to the rights of B Class Shares to dividends that the Board may declare from time to time B CLASS SHARE FEATURES FEATURE EXISTING ARRANGEMENT ARRANGEMENT UNDER ASX PROPOSAL B Class Share Rep
Slide 21: Deemed Variation Matters
If the ASX Proposal is implemented, SunRice’s New DEEMED VARIATION MATTERS Constitution will include Deemed Variation Matters which are deemed to vary B Class Share rights RIGHT EXISTING ARRANGEMENTS ARRANGEMENTS UNDER ASX PROPOSAL Person acquiring >10% voting power in A Class and B Class approval
Slide 22: Deemed Variation Matters
DEEMED VARIATION MATTERS If the ASX Proposal is implemented, SunRice’s New Constitution will include Deemed Variation Matters which are deemed to vary B Class Share rights RIGHT EXISTING ARRANGEMENTS ARRANGEMENTS UNDER ASX PROPOSAL Issue of new class of shares A Class approval (75%) required A a
Slide 23: ASX Listing Rules
The ASX has its own listing ASX LISTING RULES rules, which are different to the listing rules of the NSX MATERIAL CHANGES FOR A AND B CLASS SHAREHOLDERS MATTER NSX ASX Appropriate structure for No requirement to review SunRice’s dual Disclosure in sixth and tenth annual reports after Listing, an
Slide 24: ASX Listing Rules
The ASX has its own listing ASX LISTING RULES rules, which are different to the listing rules of the NSX MATERIAL CHANGES FOR A AND B CLASS SHAREHOLDERS MATTER NSX ASX Major or significant If required by NSX, A Class Shareholder If required by the ASX, both A and B Class Shareholder transactions
Slide 25: Constitutional Changes
CONSTITUTIONAL AS A PART OF THE ASX PROPOSAL VARIOUS AMENDMENTS ARE PROPOSED TO BE MADE TO THE EXISTING SUNRICE CONSTITUTION CHANGES The main change to the Existing Constitution will be to remove the ownership restrictions on SunRice B Class Shares Other changes include increasing the B Class Sh
Slide 26: Change of Control Transactions
CHANGE The ASX Proposal does not change the way in which a takeover OF CONTROL approach for SunRice* will be managed, which will remain the same as it does today TRANSACTIONS A takeover is most likely to involve a transaction to acquire both A and B Class Shares and make changes to the Constitut
Slide 27: Equity Raising and Other Investment Plans
EQUITY RAISING Equity Raising AND OTHER SunRice currently has headroom for growth in its balance sheet INVESTMENT and does not require access to new capital immediately However, if the ASX Proposal is successful, a small capital PLANS raising may be considered The ultimate timing, size and met
Slide 28: Chairman Laurie Arthur
CHAIRMAN LAURIE ARTHUR 28
Slide 29: Advantages of an ASX Listing
ADVANTAGES FOR A CLASS SHAREHOLDERS: OF AN ASX Preserving existing Control of A Class Shareholders on an ongoing basis* LISTING Improving ability to raise capital and support future growth initiatives Enhancing SunRice’s ability to grow its business to increase Paddy Prices *A Class grower s
Slide 30: Advantages of an ASX Listing Cont.
ADVANTAGES FOR B CLASS SHAREHOLDERS: OF AN ASX Expected increased liquidity and potential for increase in the share price** over time LISTING CONT. Improved ability to raise capital and support future growth initiatives, designed to increase Shareholder value over time Estate and succession
Slide 31: Disadvantages of an ASX Listing
DISADVANTAGES FOR A CLASS SHAREHOLDERS: OF AN ASX Possible increased cost of entry for A Class shareholders, LISTING for the minimum B Class Share purchase As B Class Shares can be purchased by anyone, there is likely to be an increasing proportion of B Class Shareholders with no rice industry
Slide 32: Disadvantages of an ASX Listing Cont.
DISADVANTAGES FOR B CLASS SHAREHOLDERS: OF AN ASX Potential for greater volatility in the market price of B Class LISTING CONT. Shares As is the case with any capital raising, potential dilution of B Class Shareholding if further B Class Shares are issued in the future Increased fees and adm
Slide 33: I.E.R. Conclusion
I.E.R. The Independent Expert’s Report is attached to Explanatory CONCLUSION Booklet as Annexure A Shareholders are strongly encouraged to read it in its entirety The Independent Expert has concluded that the ASX Proposal is in the best interests of the A class Shareholders and, separately, also
Slide 34: ASX Proposal Implementation
ASX PROPOSAL TO BE IMPLEMENTED, THE ASX PROPOSAL MUST BE APPROVED BY SHAREHOLDERS AT THE ANNUAL GENERAL IMPLEMENTATION MEETING AND THE B CLASS MEETING, WHICH WILL TAKE PLACE IN JERILDERIE NSW ON THURSDAY, 20 SEPTEMBER 2018 In general terms the ASX Proposal will not be implemented unless a 75% majo
Slide 35: What if the ASX Proposal Doesn't Proceed
WHAT IF THE If the ASX Proposal is not implemented, SunRice will ASX PROPOSAL remain listed on the NSX with its current Constitution in place: DOESN’T B Class Shares will continue to be restricted for estate PROCEED and succession planning SunRice’s ‘Business as SunRice will not gain access to
Slide 36: AGM Documentation and Voting
AGM DOCUMENTATION AND VOTING 36
Slide 37: Timetable & Key Dates
TIMETABLE & KEY DATES* EVENT INDICATIVE DATE (LOCAL TIME APPLIES) Explanatory Booklet and Notices of Meeting sent to Shareholders Friday, 27 July 2018 Latest time and date by which the white Annual General 10.30am on Tuesday, 18 September 2018 Meeting Proxy Form must be received by the Share Registr
Slide 38: Voting
VOTING YOUR VOTE IS IMPORTANT It is not compulsory to vote on the ASX Proposal, but your Directors encourage you to do so given the significance of the outcome to SunRice’s future and the implications for A and B Class Shareholders The ASX Proposal will not be implemented unless each ASX Resolut
Slide 39: ASX Resolutions
ASX RESOLUTIONS ANNUAL GENERAL MEETING: New Constitution Resolution – Resolution 8 B Rights Variation Resolution – Resolution 9 B CLASS MEETING: B Rights Variation Resolution – Resolution 1 Delisting Resolution – Resolution 2 39
Slide 40: Other AGM Resolutions
OTHER AGM Remuneration Report – Resolution 1 RESOLUTIONS Election of External Director – Resolution 2 The election of Ms Luisa Catanzaro following the retirement of Mr Grant Latta from the Board Re-Election of External Director, Mr Ian Glasson – Resolution 3 Confirmation of Appointment of
Slide 41: AGM Voting
AGM VOTING YOUR VOTE IS IMPORTANT You will be entitled to vote at the AGM if you are registered as an A Class Shareholder on the Share Register as at 7.00pm (Local Time) on 18 September 2018 In accordance with the Constitution, B Class Shareholders will be entitled to attend, but not vote at, th
Slide 42: B Class Meeting
B CLASS YOUR VOTE IS IMPORTANT MEETING You will be entitled to vote at the B Class Meeting if you are registered as a B Class Shareholder on the Share Register as at 7.00pm (Local Time) on the 18 September 2018 Voting at the Meetings will be by way of poll. Under the Constitution, on a poll: A
Slide 43: How to Vote
HOW TO YOUR VOTE IS IMPORTANT VOTE Detailed information can be found in Voting Information Schedule: Voting in person Voting by proxy Voting through your attorney Other arrangements 43
Slide 44: Voting by Proxy
VOTING BY YOUR VOTE IS IMPORTANT PROXY If you are not able to attend a Meeting but still wish to vote, you can do so by appointing a proxy to attend and vote on your behalf at that Meeting: Use the white proxy form for the Annual General Meeting Use the yellow proxy form for the B Class Meetin
Slide 45: Online Proxy Lodgement
ONLINE YOUR VOTE IS IMPORTANT PROXY The online voting facility will open on Friday, 10 August 2018 LODGEMENT Click on the link in your personalised email OR visit www.linkmarketservices.com.au Shareholders will need to login using the holding details as shown on the relevant proxy form 45
Slide 46: Online Proxy Lodgment
ONLINE YOUR VOTE IS IMPORTANT PROXY Select “Voting” and follow the prompts to lodge your vote: LODGMENT Shareholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form) The deadline for online voting is the same a
Slide 47: Lodgment of a Proxy Form
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Slide 48: Lodgment of a Proxy Form
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Slide 49: Summary and Next Steps
SUMMARY SHAREHOLDERS ARE ENCOURAGED TO HAVE THEIR SAY IN THE FUTURE OF SUNRICE BY ACTIVELY VOTING AT THE AGM AND B AND NEXT CLASS MEETING ON 20 SEPTEMBER STEPS If you haven’t received your ASX Proposal documentation, including Explanatory Booklet, Notices of Meetings, Voting Schedule and personali
Slide 50: Questions & Answers
QUESTIONS & ANSWERS Laurie Arthur, Chairman, SunRice Group Rob Gordon, CEO, SunRice Group Li-Jean Chew, Partner, Addisons 50
Slide 51: Thank You
THANK YOU SUNRICE.COM.AU/ASX 1800 020 806 51
Ricegrowers Limited (SunRice) — Shareholder Meeting (August 2018) on 6ix