FSF
07/08/2014 16:27
SSH
REL: 1627 HRS Fonterra Shareholders' Fund (NS)
SSH: FSF: SSH Notice - Fonterra Farmer Custodian Ltd
Securities Markets (Substantial Security Holders) Regulations 2007
Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Movement of 1% or more in the substantial
holding
Date of relevant event: 6 August 2014
To: NZX Limited ("NZX")
And: Fonterra Co-operative Group Limited ("Fonterra")
Date this disclosure made: 7 August 2014
Date last disclosure made: 30 May 2013
Substantial security holder(s) giving disclosure
Name(s): Fonterra Farmer Custodian Limited ("Custodian")
Contact details: Mike Cronin, +64 9 374 9000
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Co-operative shares
Summary for: Fonterra Farmer Custodian Limited
For this disclosure,--
(a) total number held in class: 113,642,185
(b) total in class: 1,597,833,461
(c) total percentage held in class: 7.1123%
For last disclosure,--
(a) total number held in class: 100,899,257
(b) total in class: 1,657,807,062
(c) total percentage held in class: 6.0863%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
(A) In relation to the Custodian's capacity as custodian for the Trustee of
the Fonterra Economic Rights Trust:
(a) the date of the transaction or event: 30 May 2013 - 6 August 2014
(b) the nature of the transaction or event: Transfer of additional
Co-operative shares to the Custodian (in its capacity as custodian for the
trustee ("Trustee") of the Fonterra Economic Rights Trust).
Transfer of Co-operative shares by the Custodian upon the redemption of
units previously issued by FSF Management Company Limited (in its capacity as
manager of the Fonterra Shareholders' Fund ("Fund")) ("Manager"), in
accordance with the terms of the Fonterra Shareholders' Fund Unit Trust Deed.
(c) the name of any other party or parties to the transaction or event (if
known and if not an on-market trade): N/A
(d) the consideration, expressed in New Zealand dollars, paid or received
for the acquisition, disposal, or change in nature of the relevant interest:
No consideration was paid or received by the Custodian. In consideration for
the transfer of each Co-operative share (in respect of which the Economic
Rights were held on behalf of the Trustee) to the Custodian the Manager
issued to (or on behalf of ) the transferor of that Co-operative share one
unit in the Fund, in accordance with the terms of the Fonterra Shareholders'
Fund Unit Trust Deed.
In consideration for the redemption of a unit in the Fund, the Manager
instructed the Custodian to transfer a Co-operative share (in respect of
which the Economic Rights were held by the Custodian on behalf of the
Trustee) to the unit holder, in accordance with the terms of the Fonterra
Shareholders' Fund Unit Trust Deed.
(e) the number of securities to which the transaction or event related:
Total acquisitions: 84,208,436
Total dispositions: 71,500,708
Net increase: 12,707,728
(B) In relation to the Custodian's capacity as custodian for Craigs
Investment Partners Limited, acting as Registered Volume Provider:
(a) the date of the transaction or event: 30 May 2013 - 6 August 2014
(b) the nature of the transaction or event: Transfers of additional
Co-operative shares to the Custodian (in its capacity as custodian for the
trustee of the RVP Custody Trust).
Transfers of Co-operative shares by the Custodian to permitted
shareholders, upon receipt of transfer instructions from Craigs Investment
Partners Limited.
(c) the name of any other party or parties to the transaction or event (if
known and if not an on-market trade): N/A
(d) the consideration, expressed in New Zealand dollars, paid or received
for the acquisition, disposal, or change in nature of the relevant interest:
No consideration was paid or received by the Custodian
(e) the number of securities to which the transaction or event related:
Total acquisitions: 25,506,258
Total dispositions: 25,471,058
Net increase: 35,200
1. Details of relevant interests in substantial holding after relevant event
Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Registered Holder
Under the Custody Trust Deed for the Fonterra Economic Rights Trust:
(a) the Custodian holds the Economic Rights in Co-operative shares on trust
for the Trustee.
(b) Under clause 4.9, the Custodian covenants that it will not cast any
votes attached to or arising from Cooperative shares held under the Custody
Trust Deed, requisition or join in requisitioning any meeting of shareholders
of Fonterra, propose or join in proposing any matter for discussion or
resolution at any meeting of shareholders of Fonterra, or attend or speak to
any meeting of shareholders of Fonterra unless invited to do so by Fonterra.
This qualification does not prevent the Manager from instructing the
Custodian how to exercise any voting right arising under sections 116 and 117
of the Companies Act 1993.
A copy of the Custody Trust Deed for the Fonterra Economic Rights Trust was
attached to a previous disclosure made by the Manager on 30 November 2012.
For that relevant interest,--
(a) number held in class: 113,542,226
(b) percentage held in class: 7.1060%
(c) current registered holder(s) of securities: Fonterra Farmer Custodian
Limited
(d) registered holder(s) of securities once transfers registered: N/A
2. Details of relevant interests in substantial holding after relevant event
Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Registered holder.
Under the Custody Deed relating to Co-operative shares held for the RVP:
(a) the Custodian holds the Co-operative shares on trust for Craigs
Investment Partners Limited ("Craigs"), acting in its capacity as Registered
Volume Provider appointed by Fonterra in accordance with Fonterra's
constitution.
(b) Under clause 3.8 of the above Custody Deed, Craigs covenants that it
will not cast any votes attached to or arising from Co-operative shares held
under the Custody Deed, requisition or join in requisitioning any meeting of
shareholders of Fonterra, propose or join in proposing any matter for
discussion or resolution at any meeting of shareholders of Fonterra, or
attend or speak to any meeting of shareholders of Fonterra unless invited to
do so by Fonterra.
A copy of the Custody Deed relating to Fonterra Shares held for the RVP was
attached to a previous disclosure made by the Custodian on 30 November 2012.
For that relevant interest,--
(a) number held in class: 99,959
(b) percentage held in class: 0.0063%
(c) current registered holder(s) of securities: Fonterra Farmer Custodian
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Additional information
Nature of connection between substantial security holders: Not applicable
Address(es) of substantial security holder(s): 9 Princes Street, Auckland
1010, New Zealand
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: FSF Management Company Limited.
Declaration
I, Mike Cronin, declare that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00253599 For:FSF Type:SSH Time:2014-08-07 16:27:09
