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Farmer shareholders vote 89.9% in favour of Fonterra share trading

Posted in Rural News

Fonterra farmers have voted overwhelmingly in favour of share trading proposal, says Chairman Henry van der Heyden.

Fonterra's farmer shareholders have voted over-whelmingly in favour of a proposal allowing them to trade Fonterra shares between each other. The proposal also allows outside investors to buy into a fund that benefits from Fonterra dividends and share price moves.

The historic vote changes the capital structure of Fonterra and ends years of debate about whether outside investors should be able to buy into Fonterra. A simpler proposal in 2008 to list Fonterra on the NZX was rejected by farmers who did not want to risk giving up control of the cooperative, which is New Zealand's largest exporter.

Fonterra said votes representing 77.8% of Fonterra's milk solids were lodged and 89.9% of those were in favour of the proposal, surpassing the 75% threshold needed for the proposal to be adopted.

"It is great to see farmers taking part and having their say," said Fonterra Chairman Henry van der Heyden. "Their participation is the strongest since Fonterra was formed. It signals a clear mandate and shows that the unity and spirit of our Co-op is alive and well," he said.

 "Effectively our vote today for Trading Among Farmers will, together with the Co-op’s new retention policy, take capital structure off the table for the foreseeable future."

Van der Heyden said the proposal removes 'redemption risk' from Fonterra, where farmers can sell shares back to the cooperative whenever they want to leave the industry or set up a rival.

“This will stop money washing in and out of Fonterra’s balance sheet from season to season and provide permanent capital to grow returns," he said.

“As farmers we’ll also know exactly what a Fonterra share is worth at any time. We’ll have the flexibility to buy and sell shares when it suits our cash flows. And we’ll have the choice to free-up some of our share capital through the Fonterra Shareholders’ Fund. Trading Among Farmers will ensure Fonterra remains farmer controlled and owned, and that our loyal shareholders have an incentive to hold Fonterra shares and put more equity into our Co-op.”

“This is a great outcome for our co-operative,” said Blue Read, chairman of the Council.

“Successful implementation of Trading Among Farmers will give Fonterra a stable platform while making sure the business remains owned and controlled by farmers. “Shareholders have delivered a strong and decisive mandate that will give the business certainty,” Read said.

“There is now a raft of design detail to be developed. The mechanisms yet to be put in place for the operation and governance of the Shareholders Fund and the formation of an efficient and effective market for Fonterra shares will be defining.”

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13 Comments

Where did the earlier thread

Where did the earlier thread on the vote go? It was start to get interesting.

Colin Here's the earlier

Colin

Here's the earlier story with the thread

http://www.interest.co.nz/rural-news/fonterra-farmers-poised-historic-vo...

cheers
Bernard

I'm a little surprised by

I'm a little surprised by this result. *shrug*

I am not. The result makes no

I am not. The result makes no sense until you look at the way Fonterra has controlled information around the process. There has been no informed debate.

Most farmers thought the vote was about share trading. They have no idea that they have just swapped the $6 billion of debt they have lent Fonterra for equity, and that impacts on how their banks will in future view Fonterra shares as security.

Colin "They have no idea that

Colin

"They have no idea that they have just swapped the $6 billion of debt they have lent Fonterra for equity"

I'd welcome the explanation.

cheers
Bernard

How much will banks normally

How much will banks normally lend against shares?

Fonterra has an obligation to pay farmers the value of their shares. As such that is a liability. Fonterra gained accountancy dispensation to treat such liabilities as equity but it never was. That treatment of liabilities has had some interesting effects:
1. The industry has double counted some of its assets - the co-operative counts Fonterra shares as equity and banks/farmers as debt owed by Fonterra.

2. Banks have typically lent farmers 100% of Fonterra share values - not because Fonterra shares are special but because Fonterra has an obligation to pay out on those shares.

All of which goes largely unnoticed until redemption risk develops as a co-operative starts to fail.

Banks won't view them any

Banks won't view them any differently.
a.They haven't been able take a first security over the shares as Fonterra has had first call on them. In my dealings with bank mortgage documents shares aren't even mentioned in them.

b.Lending is not restricted to supplying a particular processor so a farmer has the ability to move between co-op and corporate processors.

Perhaps in theory it should make a difference, but in reality it doesn't.

For a lot of farmers it was about being able to sell out some shares for cash but still remain a supplier in Fonterra - a choice that was not possible before.

It is still going to be a

It is still going to be a swap of debt for equity.

What has interested me is

What has interested me is guys on the radio already saying this great as institutional investers can now invest in the dairy sector. I did not think this was what the farmers wanted.

Is there a cap? What would

Is there a cap?

What would stop institutional investors getting their foot in the door via a corporate farm set up and then start hoovering up shares?

Farmers all up shareholding

Farmers all up shareholding is limited to 200% of their production. e.g. if a farm is producing 100,000kg/ms they will be required to have 100,000 production based shares and can hold an additional 100,000 Dry Shares for which they will receive dividends only.

The new constitution provides an overall threshold on Dry Shares of 25% of all Co-op shares on issue at any time.

It also provides that no shareholder, including related parties, associates etc would be allowed to hold interests in Dry Shares exceeding 5% of the total number of shares regardless of their production level.

Fonterra has stated that all retentions will come out of profit (dividends).

Thanks.

Thanks.

Hamish as I understand it

Hamish as I understand it there will be investment units for outsiders which come into play in two years. These have not voting rights ( so the farmers still have control).Someone else maybe able to expand on this -- I'm not in the business , just an interested Kiwi. But having watched both TV1 and TV3 last night you'd be confused as TV3 made absolutely no mention of this.
Your idea of the corporate farmer / institution --- I presume that could happen in theory but it gets down to how they get a return on their money.