ALF
03/11/2015 08:36
GENERAL
PRICE SENSITIVE
REL: 0836 HRS Allied Farmers Limited
GENERAL: ALF: Purchase of Shares in NZ Farmers Livestock Limited
3 November 2015
Allied Farmers (NZX: ALF) is pleased to announce that its wholly owned
subsidiary, Allied Farmers Rural Limited (AFRL), has entered into an
agreement with Stockmans Holdings Limited (Stockmans), conditional on
shareholder approval, to purchase 950 shares in NZ Farmers Livestock Limited
(NZFL) for a purchase price of $1 million (Transaction). 950 shares
represents 9.26 percent of the total NZFL shares on issue. The purchase
price is within the range of an independent valuation of NZFL prepared by
Campbell MacPherson (Valuation).
The purchase price will be satisfied by either:
o the issue of 19,267,822 ALF new ordinary shares at $0.0519 per share to
Stockmans, being the 20 day volume weighted average price of ALF's shares
(VWAP) one business day prior to 2 November 2015, or
o if the VWAP one business day prior to the settlement date of the
Transaction (which is expected to be 4 December 2015) is lower than $0.0519
per share, the issue of that number of new ordinary shares equivalent in
value to $1 million at that lower share price.
The Transaction is deemed to be a Material Transaction of ALF pursuant to
Listing Rule 9.2.2. Whilst Stockmans is not a subsidiary or associated entity
of ALF (i.e. ALF has no economic or other interest in Stockmans), pursuant to
Listing Rule 9.2.3 it is deemed to be a Related Party of ALF because Oliver
Carruthers and Bill Sweeney, both of whom are directors of subsidiaries of
ALF, are the two directors and shareholders of Stockmans. Accordingly, the
Transaction is a Material Transaction with a Related Party and requires ALF
shareholder approval pursuant to Listing Rules 9.2.1. In addition, the issue
of the new ordinary shares in ALF requires shareholder approval pursuant to
Listing Rule 7.3.1.
Shareholder approval will be sought at ALF's Annual Meeting to be held in
Hawera on 24 November 2015. The Notice of Annual Meeting will be distributed
on or before 9 November 2015, and will set out in detail further background
to, and information on, the Transaction. A copy of the Valuation will be made
available on the NZX and ALF websites at the same time. ALF has requested a
waiver from NZX from the requirement of Listing Rules 6.2.2 (b) and 9.2.5 (b)
to prepare an Appraisal Report on the Transaction, on the basis that the
Valuation will be made available to shareholders.
Garry Bluett
Chairman
End CA:00272734 For:ALF Type:GENERAL Time:2015-11-03 08:36:26
