Rules Explained

THE SHARE CAP IS A KEY MEASURE TO IMPROVE ALIGNMENT BETWEEN PRODUCTION AND SHAREHOLDING OVER THE LONG TERM.

If approved, there will be a maximum shareholding of four shares for each tray of production. A producer would not be able to acquire more shares if they are overshared or if the acquisition would make them overshared. This would be introduced through a change to the Constitution.

The new regulations permit the Board of Zespri to introduce this change to the Constitution. The proposed Constitution will provide Zespri with the ability to require a compulsory sale of shares held in excess of the cap based on two conditions:

  • Seven years: there is a transition period of seven years for producers already overshared when the sanctions under the new Constitution rules apply. During this period there is no compulsory sale for the number of overshared shares held on the day the rules are approved or, if the grower becomes less overshared during the seven year period, that lower number (a ‘sinking lid’ exemption).
  • Three years: there is a period of three years for producers who become overshared after the new Constitution rules are introduced.

SINKING LID

Zespri proposes to apply a ‘sinking lid’ rule during the seven year transitional period for producers who are overshared when the rules are introduced.

For example, if a shareholder in the transitional period is overshared by 500 shares at the introduction of the new rules, then reduces their overshared amount to 300 shares, but later becomes overshared by 500 shares again, that increase of 200 shares is subject to the new three year rule (i.e 200 shares must be sold within three years).

Scenarios

I am a grower with 20,000 shares and 10,000 trays of production. I own KPIN 1 which has a historical production of 6,000 trays and KPIN 2 which has a historical production of 4,000 trays. What is my share entitlement?

Grower A
Owns Production Shares owned
KPIN 1 6,000
KPIN 2 4,000
10,000 20,000
Share Entitlement (Share Cap) 40,000 (4 x 10,000 trays)
Headroom 20,000 (40,000 entitlement less 20,000 current shareholding)

I sell KPIN 1 after the new rules are introduced. My production therefore drops to 4,000 trays (which is the historical production of KPIN 2). What is my new share entitlement?

Grower A
Grower A sells KPIN 1
Owns Production Shares owned
KPIN 2 4,000
4,000 20,000
Share Entitlement (Share Cap) 16,000 (4 x 4,000 trays)
Headroom -4,000 (the current shareholding of 20,000 shares exceeds the share cap of 16,000)
Overshared amount 4,000 (difference between the current shareholding and the share cap)

Common Questions

How will Zespri enforce the four-to-one share cap rule?

Under the amended Constitution, the Board is entitled to sell the over-shared portion of the shares on the producer’s behalf, if the producer does not sell them within the required period.

How will Zespri decide on a price for the shares it sells on behalf of the overshared producer?

The shares would be sold at the best price that is reasonably obtainable at the time of the sale.

Will undershared growers be required to purchase Zespri shares?

No, undershared growers won’t be compelled. However, we hope to make it easier for growers who are either undershared or own no shares to become shareholders. A future targeted share buyback and issue programme is intended as part of this process.

How does the rule deal with dry shareholders (non-producers) who get back into production i.e they buy or lease an orchard?

A dry shareholder who later becomes a producer again will have to sell their over-shared shares if they are above the four-to-one cap within a three year time period of becoming a producer.

Whilst Zespri has endeavoured to ensure that the information provided in these documents is accurate, the proposals for amendments to Zespri's constitution are still in the process of being finalised, and therefore may be subject to change. Zespri shall not be directly or indirectly liable (whether in contract, tort or otherwise) to any person for any statement, representation, misrepresentation inaccuracy, omission or otherwise in respect of, or any reliance by any person on, any information or documentation Zespri or any of its representatives directly or indirectly makes available or otherwise discloses (whether orally or in writing) in this document or in relation to this document. Updates to the proposals will be made available here on the website and the final proposals will be contained in the proposed constitution issued for voting purposes prior to the Special Meeting.