Ricegrowers Ltd. Class B · ASX:SGLLV
Ricegrowers Ltd. Class B — Merger or Acquisition (May 2011)
27 slides from Ricegrowers Ltd. Class B's merger presentation, May 2011
Slide 1: SunRice Shareholder Meeting
SunRice Shareholder Meeting May 2011
Slide 2: Important Notice
Important Notice You should have received a Scheme Booklet. If there are any Shareholders who have not, please contact 1800 643 604 The Scheme Booklet contains the information you need to know in order to make an informed decision on how to vote The Scheme Booklet includes a report by the Inde
Slide 3: Contents
Contents Section Description Page 1 Key Transaction Terms 4 2 Regulatory & Industry Body Decisions 10 3 SunRice Debt and its Implications 11 4 Alternatives considered by the Board 12 5 Implications of the Proposal 13 6 Why You May Consider Voting in Favour 15 7 Why You May Consider Voting Against 17
Slide 4: 1. Key Transaction Terms – Value
1. Key Transaction Terms – Value SunRice shareholders will receive the following proceeds per share: A Class B Class Total cash consideration $50,000 $5.025 plus Franking credits n.a. $0.603 (subject to favourable tax ruling. SunRice has applied for a Class Ruling from the ATO for the availability
Slide 5: 1. Key Transaction Terms – Purchase Commitments
1. Key Transaction Terms – Purchase Commitments SunRice will continue to act as a “buyer of last resort” under Sole and Exclusive Export Agreement Medium grain pricing mechanism based on California prices for an initial 7 year period commencing with the 2012 crop and thereafter on a rolling 7 ye
Slide 6: 1. Key Transaction Terms – Purchase Commitments
1. Key Transaction Terms – Purchase Commitments Medium Grain Pool 3 ԟ Volume – above 800,000 tonnes ԟ Price - Prevailing market price in locations where the pool is sold ԟ Termination ԟ End of a rolling 7 year period if a material adverse change in business conditions exists and notice g given dur
Slide 7: 1. Key Transaction Terms – Grower Advisory Board
1. Key Transaction Terms – Grower Advisory Board Intended to operate indefinitely unless its members all agree otherwise Initially three Grower Representatives and three Ebro Group representatives agreed between Ebro and SunRice Subsequent Grower Representatives appointed by RGA after a grower
Slide 8: 1. Key Transaction Terms – Grower Advisory Board
1. Key Transaction Terms – Grower Advisory Board First Grower Representatives: – Gerry Lawson (Chairman) – put forward by SunRice – Mark Robertson – put forward by SunRice – Noel Graham (Elected RMB Member) First Ebro Group representatives: – Gary Helou (CEO, SunRice) – Mandyy Del Gigante g ((Co
Slide 9: 1. Key Transaction Terms – Industry Support
1. Key Transaction Terms – Industry Support Ongoing support for the industry will be maintained… Ebro Eb undertakes d t k tto supportt rice i research h and dddevelopment l t th through h Rice R&D RRAPL equivalent to the average annual amount contributed by SunRice over the past 3 years prior and
Slide 10: 2. Regulatory & Industry Body Decisions
2. Regulatory & Industry Body Decisions The RMB has consented to the change of control of SunRice which will occur on implementation of the Proposal If the Proposal is implemented implemented, the Sole and Exclusive Export Agreement will Rice be extended to 30 June 2016 Marketing During the te
Slide 11: 3. SunRice Debt and its Implications
3. SunRice Debt and its Implications Approximately 90% of SunRice’s debt (in total $303m) is now provided by banks compared to 60% in April 2000 – In this period, period the attitude of banks to SunRice has become more conservative As a result of the impact of the drought and its capital structu
Slide 12: 4. Alternatives considered by the Board
4. Alternatives considered by the Board The Board evaluated alternative strategic options against the Proposal – After evaluating the alternatives, the Board considers that the Proposal is likely to provide a better outcome for Shareholders than any of the other alternatives 1. Retaining the curre
Slide 13: 5. Implications of the Proposal
5. Implications of the Proposal Description Ebro As we are Growers will be paid for paddy under the existing payment instalments and have facilitation of forward financing and authorities to enable third party and SunRice Yes Yes payments from rice payments for crop inputs such as seed, fertilisers
Slide 14: 5. Implications of the Proposal
5. Implications of the Proposal Description Ebro As we are You will receive $50,000 per A Share and $5.025 per B Share Yes No Grower control of SunRice will cease and Growers’ interests will be represented through the Grower Advisory Board Yes No No, SunRice The Grower Advisory Board will determine
Slide 15: 6. Why You May Consider Voting in Favour
6. Why You May Consider Voting in Favour 1. The Independent Expert confirms that “the Scheme is fair and reasonable and in the best interests of the A and B Class Shareholders of SunRice in the absence of a superior proposal” proposal 2. The proposed payment of $5.025 per B Share represents a signif
Slide 16: 6. Why You May Consider Voting in Favour
6. Why You May Consider Voting in Favour 7. Growers will be selling their rice to SunRice/Ebro, a global rice group – Ebro has a significant capital base, extensive market reach and low debt 8. SunRice will be subject to continuing competition globally and in Australia which may impact its operation
Slide 17: 7. Why You May Consider Voting Against
7. Why You May Consider Voting Against 1. You may disagree with the Board and the Independent Expert and believe that the Proposal is not in your best interests 2. If the Proposal proceeds, you will no longer be a Shareholder and you will not partake in any benefits of being a Shareholder Grower 3 I
Slide 18: 7. Why You May Consider Voting Against
7. Why You May Consider Voting Against 8. You may perceive that you and the majority of other Shareholders are prepared to accept a lower paddy price and/or dividend return or provide capital to address SunRice’s SunRice s debt position and provide funds for future growth and capital expenditure 9.
Slide 19: 8. Key Elements of the SunRice Update Letter
8. Key Elements of the SunRice Update Letter The Pool Price for the Number 2 Pool 2010 will be $320 per tonne (medium grain) SunRice’s S Ri ’ profit fit after ft ttax for f the th financial fi i l year ended d dAAprilil 2011 iis expected t d tto b be at a similar level to the prior year The in
Slide 20: 9. Review of Holdings of A Shares
9. Review of Holdings of A Shares SunRice has assessed and addressed all complaints it has received from former holders of A Shares which were redeemed in February 2010 Ebro is aware that some former holders of A Shares have continued to press their complaints Ebro has included a mechanism und
Slide 21: 10. Process Overview
10. Process Overview There will be three meetings of Shareholders 1. A meeting of the holders of A Shares to consider the Proposal 2 A meeting of the holders of B Shares to consider the Proposal 2. 3. A general meeting of the holders of A Shares to approve changes to the Constitution and the issue
Slide 22: 10. Process Overview
10. Process Overview Holders of A Shares (use the yellow proxy form) – how to vote IN FAVOUR Resolution for the A Scheme Meeting (meeting number 1) To approve the A Scheme Resolution FOR AGAINST Resolution for the Extraordinary General Meeting (meeting number 3) To approve the Resolution for Con
Slide 23: 10. Process Overview
10. Process Overview Holders of B Shares (use the blue proxy form) – how to vote IN FAVOUR Resolution for the B Scheme Meeting (Meeting number 2) To approve the B Scheme Resolution FOR AGAINST Holders of B Shares (use the blue proxy form) – how to vote AGAINST Resolution for the B Scheme Meeting
Slide 24: 10. Process Overview
10. Process Overview Scheme Meeting Details – Tuesday, 31 May 2011 Scheme Meeting Timing Location A Scheme Meeting Jerilderie Civic Hall – 10.00am – 33 Jerilderie Street, Jerilderie, NSW 2716 B Scheme Meeting – At the later of 11.00am and the conclusion or adjournment of the A Scheme Meeting
Slide 25: 10. Process Overview
10. Process Overview Date Event 27 April Scheme Booklet and Notices of Meetings despatched to Shareholders 10:00am, 29 May Proxies to be received from Shareholders not later than 31 May A Scheme Meeting Meeting, B Scheme Meeting and Extraordinary General Meeting cheme proved 31 May SunRice Dividend
Slide 26: 11. Questions
11. Questions The Rice Food Experts 26
Slide 27: Important Notice
Important Notice You should have received a Scheme Booklet. If there are any Shareholders who have not, please contact 1800 643 604 The Scheme Booklet contains the information you need to know in order to make an informed decision on how to vote The Scheme Booklet includes a report by the Inde
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