Ann: S/HOLDER: FSF: FONTERRA FARMER SHAREHOLDERS&

• Release Date: 27/05/13 10:30
• Summary: S/HOLDER: FSF: FONTERRA FARMER SHAREHOLDERS' SUPPLY OFFER
• Price Sensitive: No
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FSF
27/05/2013 08:30
S/HOLDER

REL: 0830 HRS Fonterra Shareholders' Fund (NS)

S/HOLDER: FSF: FONTERRA FARMER SHAREHOLDERS' SUPPLY OFFER

FONTERRA FARMER SHAREHOLDERS' SUPPLY OFFER

On 2 May 2013 Fonterra provided its Farmer Shareholders with an opportunity
to sell Economic Rights of their Wet Shares to the Fonterra Shareholders'
Fund ("Fund"), and to sell to Fonterra the resulting Units to be issued by
FSF Management Company Limited (the "Manager"), as the manager of the Fund
("Supply Offer").  Under the terms of the Supply Offer, Fonterra would
immediately redeem those Units in exchange for Co-operative Shares.  As a
result of this redemption, the Supply Offer will not ultimately affect the
total number of Units on issue.

Fonterra has previously announced that the purchase price ("Final Price") for
the Supply Offer will be $7.92.

The offer period for the Supply Offer closed at 5:00 pm on Thursday 23 May
2013 with Farmer Shareholders offering to sell 75,223,742 Economic Rights of
Wet Shares.  At the Final Price of $7.92, this represents a total of
$595,772,036.64 in offers from Farmer Shareholders.  As this amount exceeds
the maximum of $475 million which Fonterra has announced was the maximum to
be paid under the Supply Offer, Fonterra has scaled acceptances by 79.7284%
on a pro-rata basis to achieve the maximum $475 million, with the result that
Farmer Shareholders will sell 59,973,601 Economic Rights of Wet Shares to the
Fund pursuant to the Supply Offer.

The transfer of Co-operative Shares by Farmer Shareholders participating in
the Supply Offer, the corresponding issue of Units in the Fund, the
acquisition of those Units by Fonterra and the redemption of those Units in
exchange for Co-operative Shares will all occur on the same day, 30 May 2013

Mandatory disclosure

Following the acquisition of these Units, Fonterra will be required by law to
disclose (by way of a disclosure notice) that it has acquired a substantial
holding in Units in the Fund, as a result of holding more than 5 percent of
the total number of Units then on issue.  This notice will be recorded
against both the FSF ticker, in relation to the Fund, and the FCG ticker in
relation to Fonterra's Co-operative Shares listed on the Fonterra
Shareholders' Market.

Once Fonterra redeems the Units it acquires (in line with the terms of the
Supply Offer) and has the equivalent number of Co-operative Shares
transferred to it, Fonterra will then be required to disclose that it has
ceased to have a substantial holding in Units in the Fund, in a disclosure
notice similar to that referred to in the preceding paragraph.

In addition, both Fonterra Farmer Custodian Limited (the "Custodian") and the
Manager will be required to disclose both the increase in their relevant
interests in Fonterra Co-operative Shares (as a result of the Co-operative
Shares being transferred by Farmer Shareholders participating in the Supply
Offer to the Custodian, who will hold the Economic Rights in those
Co-operative Shares for the Fund), and the corresponding decrease, following
the redemption by Fonterra of the Units it acquires under the Supply Offer
and the transfer of an equivalent number of Co-operative Shares by the
Custodian to Fonterra.
End CA:00236628 For:FSF    Type:S/HOLDER   Time:2013-05-27 08:30:03