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The Tatua Co-Operative Dairy Company Limited
(The information in this section is required under the Securities Act 1978 and has been prepared as at 1 July 2003) Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:
In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request. CHOOSING AN INVESTMENT ADVISER You have the right to request from any investment adviser a written disclosure statement stating his or her experience and qualifications to give advice. That document will tell you -
You are strongly encouraged to request that statement. An investment adviser commits an offence if he or she does not provide you with a written disclosure statement within 5 working days of your request. You must make the request at the time the advice is given or within 1 month of receiving the advice. In addition:
You should tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes. WHAT SORT OF INVESTMENT IS THIS? This investment statement relates to supply shares (“Shares”) in The Tatua Co-operative Dairy Company Limited (“Tatua”) for which you may be required to subscribe as a “Supplying Shareholder” as defined in Tatua’s Constitution (“Constitution”). The rights, and liabilities attaching to the Shares are governed by the Constitution, the Companies Act 1993 and the Co-operative Companies Act 1996. Please refer to them for additional information about the Shares. WHO IS INVOLVED IN PROVIDING IT FOR ME? Tatua is the issuer of the Shares, which are issued only to Supplying Shareholders and persons who have been accepted as Supplying Shareholders of Tatua. The full name and address of the company is:
Tatua is a co-operative dairy company registered under the Co-operative Companies Act 1996. Its principal activities are the collection, processing and marketing of milk supplied to it by its Supplying Shareholders. Tatua has been carrying out these activities since 1914. Requirements in relation to your shareholding are specified in the Constitution. The Constitution provides that a Supplying Shareholder must hold a minimum shareholding in Tatua, which is based on the quantity of qualifying milksolids contained in milk supplied to Tatua by that Supplying Shareholder in the previous year ending 31 May (“the Share Standard”). The number of Shares that you must hold depends upon the Share Standard, which is specified in the Constitution. Tatua’s present Share Standard provides that each Supplying Shareholder must hold five Shares for each kilogram of qualifying milksolids in the milk supplied by that Supplying Shareholder. You may obtain the required shareholding either by subscribing for new Shares issued by Tatua or purchasing Shares from another shareholder if such purchase is part of the consideration for the purchase of a farming property from which milk is currently supplied to Tatua. At the end of each season Tatua will calculate the quantity of qualifying milksolids you supplied in the season and, if you hold fewer Shares than you are required to hold under the Share Standard, will require you to take up any additional Shares required to comply with the Share Standard. You will also be required to purchase further Shares if the Share Standard increases in future seasons. On the issue of a new Share to you by Tatua you must pay the nominal value of that Share, being 50 cents. If Tatua ever required you to pay less than the nominal value of 50 cents you would be required subsequently to pay an additional amount to make up the shortfall. Any amounts payable on Shares must be paid in accordance with Tatua’s directions for payment and Tatua may deduct from any money payable to you any amounts due but not paid on Shares. Payments for new Shares must be made to Tatua at the time of issue (or at such other intervals as Tatua may from time to time determine) at the address set out under the heading WHO IS INVOLVED IN PROVIDING IT TO ME? Other than the cost of Shares, there are no charges payable by you arising from the purchase of Shares. However, as a Supplying Shareholder, you may be required to pay the Company for the transport, handling, manufacture and administration of particular supplies of dairy produce under the terms and conditions of supply. The Shares are not being offered as a financial investment, instead they are a requirement of your relationship with Tatua as a Supplying Shareholder. As a result, no returns are promised. The amount paid by you for the Shares is only repayable by Tatua if the Shares are surrendered as described in the section HOW DO I CASH IN MY INVESTMENT? or in the event of the liquidation of Tatua. In the event of liquidation, monies due to third parties would need to be paid before any payment was made to shareholders. The amount then paid to you could be more or less than the nominal value of the Shares. The person legally liable to pay any amounts which become due to you in respect of the Shares is Tatua. Under the Constitution, Tatua may pay dividends on Shares as determined by the directors of Tatua from time to time. There is, however, no obligation on Tatua to pay any dividends and Tatua may retain any profits earned. Any dividends paid will be subject to tax and will have imputation credits attached and/or resident withholding tax deducted. Tatua has a lien upon each Share, upon the proceeds of sale of each Share, upon all distributions made in respect of each Share, and upon any other amounts which may be payable to you in any capacity by Tatua, for:
The Shares are not promoted as a financial investment and no return is promised. You will only be entitled to recover amounts for the Shares from Tatua if either the Shares are surrendered or Tatua is liquidated. As set out in the section headed WHAT RETURNS WILL I GET? Tatua is under no obligation to pay dividends. However any decision to declare and pay dividends may be influenced by the industry and business factors affecting Tatua, including those set out below. In the case of surrender the principal risk of you not being paid the nominal value of the Shares (or the amount paid up on the Shares if that is less than the nominal value) is that Tatua’s directors form the opinion that surrender of all Shares expected to be surrendered over the next two years for such an amount could cause Tatua to fail to meet the solvency test set out in the Companies Act 1993, in which case the Constitution provides that the Shares would be surrendered for a lesser amount. In the case of liquidation the principal risk is that Tatua has insufficient funds to pay you such amount at the relevant time. Tatua’s Constitution also provides that the directors may defer payment of the amount due on surrender of the Shares for up to 10 years after the date of surrender. As Tatua’s principal business is concentrated in the dairy industry, its profitability, cash flows and, in the long run, solvency may be affected by factors impacting on that industry and on Tatua’s business including:
Your claims as a holder of Shares will rank equally with the claims of other Shareholders in Tatua. In a liquidation of Tatua, those claims will rank after the claims of all secured or unsecured creditors. As a shareholder you are not liable to pay money to any person upon the insolvency of Tatua except if your Shares are only partly paid. In that case, you may be called upon to pay up the balance of the nominal value of those Shares to Tatua. CAN THE INVESTMENT BE ALTERED? All Shares are issued on the terms provided in the Constitution, to which you should refer. The Constitution only allows the rights and obligations attaching to Shares to be altered by a special resolution of holders of Shares (a special resolution is one passed by 75% of the shareholders voting on the resolution). Under certain circumstances a shareholder whose rights are affected by a special resolution may require Tatua to purchase their Shares. Where any Shares have been issued on an unpaid or partly paid basis, the directors of Tatua may determine the times at which unpaid amounts are required to be paid. HOW DO I CASH IN MY INVESTMENT? SURRENDER You may offer to surrender your Shares to Tatua if you have ceased to be a Supplying Shareholder. Tatua is not obliged to accept any surrender offer except where it is required to do so pursuant to the Constitution or the Co-operative Companies Act 1996, which provide that Tatua must accept a request to surrender Shares:
In addition, Tatua can require you to surrender your Shares where:
Usually the amount payable to you on surrender of any Shares is the nominal value of the Shares on the date the surrender takes effect or, if it is less than the nominal value of the Shares, the amount paid up on the Shares. However, Tatua may pay a lesser amount if Tatua’s directors are of the opinion that surrender of all Shares expected to be surrendered over the next two years, for the nominal value or the amount paid up on the Shares, could cause Tatua to fail to meet the solvency test set out in the Companies Act 1993. At the date of this investment statement the nominal value of each Share is 50 cents. Any surrender is subject to the statutory requirement that Tatua can continue to meet the requirements of the solvency test after that surrender. You should refer to the Constitution if you require more information about the surrender of Shares. TRANSFER Your right to transfer Shares is limited and subject to restrictions contained in the Constitution. In particular, no Shares can be transferred to:
Any transfer of your Shares is also subject to the requirement that you hold the minimum number of Shares required to be held by a Supplying Shareholder under the Constitution as described in the section headed HOW MUCH DO I PAY? WHO DO I CONTACT WITH ENQUIRIES ABOUT MY INVESTMENTS? Any enquiries about shareholding requirements or the issue, transfer or surrender of Shares or their value should be directed to The Company Secretary, The Tatua Co-operative Dairy Company Limited, Main Road, Tatuanui. Telephone (07) 889 3999 - facsimile (07) 889 6492. Note that the Company Secretary is not an investment adviser. IS
THERE ANYONE TO WHOM I CAN COMPLAIN IF I HAVE PROBLEMS Any enquiries about shareholding requirements or the issue, transfer or surrender of Shares or their value should be directed to the Company Secretary, The Tatua Dairy Co-operative Dairy Company Limited, Main Road, Tatuanui, telephone (07) 889 3999, facsimile (07) 889 6492. Note that the Company Secretary is not an investment adviser. There is no ombudsman available to whom complaints can be made, WHAT OTHER INFORMATION CAN I OBTAIN ABOUT THIS INVESTMENT? Other information about the Shares and Tatua can be found in the prospectus and in the financial statements of Tatua. A copy of the financial statements and the prospectus can be obtained from Tatua free of charge at the address specified under the heading WHO DO I CONTACT WITH ENQUIRIES ABOUT MY INVESTMENTS? A copy of the financial statements, prospectus, Constitution and all other documents required to be filed with the Registrar of Companies are available on a public register at the Companies Office of the Ministry of Economic Development and are available for public inspection. A copy of Tatua’s annual report, containing its financial statements, will be provided by Tatua to each shareholder annually. Copies of the following documents are also available free of charge to Shareholders on request from the address specified above:
If you do not receive this Investment Statement before applying to become a Supplying Shareholder then you may, within 10 working days of the date on which this Investment Statement is sent to you, withdraw your application by written notice to Tatua. 1 July 2003
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