Ann: SSH: FCG: SSH Notice - FSF Management Company Limited

• Release Date: 25/09/15 14:59
• Summary: SSH: FCG: SSH Notice - FSF Management Company Limited
• Price Sensitive: No
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					FCG
25/09/2015 14:59
SSH
NOT PRICE SENSITIVE
REL: 1459 HRS Fonterra Co-operative Group Limited

SSH: FCG: SSH Notice - FSF Management Company Limited

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:  24 September 2015

To: NZX Limited

And:  Fonterra Co-operative Group Limited ("Fonterra")

Date this disclosure made:  25 September 2015
Date last disclosure made:  7 August 2014

Substantial security holder(s) giving disclosure
Name(s):  FSF Management Company Limited ("Manager")

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:  FSF Management Company Limited

For this disclosure,--
(a)  total number held in class:  94,474,734

(b)  total in class:  1,599,093,577

(c)  total percentage held in class:  5.9080%

For last disclosure,--
(a)  total number held in class:  113,542,226

(b)  total in class:  1,597,833,461
(c)  total percentage held in class: 7.1060%

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) the date of the transaction or event: 7 August 2014 -  24 September 2015
(b) the nature of the transaction or event: Transfer of additional
Co-operative shares to Fonterra Farmer Custodian Limited ("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 in the Fonterra Shareholders' Fund ("Fund") previously issued by the
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: In
consideration for the transfer of each Co-operative share to the Custodian
(acting in its capacity as custodian for the Trustee) 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:  8,912,786
 Total dispositions:  27,980,278
 Net decrease: 19,067,492

Details of relevant interests in substantial holding after relevant event
Details for:  FSF Management Company Limited

Nature of relevant interest(s):  Under the Custody Trust Deed for the
Fonterra Economic Rights Trust, the Custodian holds the Economic Rights in
Co-operative shares on trust for the Trustee.
 Under clause 4.7 of the Custody Trust Deed for the Fonterra Economic Rights
Trust, the Manager, in its capacity as manager of the Fund, has the power to
direct the Custodian to dispose of a Co-operative share to a permitted
person, whenever the Manager redeems a unit in the Fund held by that
permitted person.
 Under clause 4.9 of the Custody Trust Deed, the Manager covenants that it
will not, directly or indirectly, at any time request, direct or instruct the
Custodian to cast any votes attached to or arising from Co-operative shares
held under the Custody Trust Deed, requisition or join in the 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 at any meeting of shareholders of Fonterra,
unless invited to do so by Fonterra. This qualification does not prevent the
Manager from directing the Custodian how to exercise any voting right arising
under sections 116 and 117 of the Companies Act 1993.
For that relevant interest,--

(a) number held in class:  94,474,734

(b) percentage held in class:  5.9080%

(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:  N/A

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: Fonterra Farmer Custodian 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:00270787 For:FCG    Type:SSH        Time:2015-09-25 14:59:31