BusinessDesk: Fonterra won't seek new non-farmer equity for growth: van der Heyden

 From a farmer supplier perpsective Henry it depends entirely on your position - assuming 100%  ownership and control of Fonterra is absolute and remains with shareholders. TAF gives current Fonterra shareholders an option which doesn't exist at the moment - namely selling off some shares and still remain in the Co-op.  But it is only one consideration for suppliers, milk price, dividend and a philosophical co-op belief all play a part. The Select Committe hearing yesterday heard from the Independent Processors who are wanting a lower milk price.  Lower milk price means higher dividend which for some farmers would mean a disincentive to sell shares. Lower milk price may also mean some farmers may return to Fonterra as at the end of the day the Independents have to compete on 'total' payout to suppliers, not just the milk price. If the share price was $5 and the dividend $1 that's not a bad return and more than the current cost of borrowing for the shares.

The final version of TAF isn't done yet.  There is the vote on 25 June - but hey, we don't even know what we will even be voting on yet. :-)

Omno, good point. How can a past "industry champion" awarded for "confidence" in the industry now be advocating that dairy farmers are paid too much.

(does confidence mean borrowing a lot?)

Bright Dairy wasn't happy when Fonterra plonked a "dryer" in Darfield, which it regarded as its territory. There are also concerns whether the current high margins for New Zealand infant formula will continue in China.

Bright launched "Pure Canterbury" in Shanghai in mid-December. Cans of Pure Canterbury infant formula - complete with their image of the snow-clad Southern Alps rising out of the fertile green Canterbury Plains - are on Shanghai supermarket shelves. According to John Penno, 900g cans retail from between $92 for stage one infant formula, to $84 for stage three infant formula. This is clearly significant when compared to formula on New Zealand supermarket shelves priced between $15 and $30.

http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=107…

Guo expects Pure Canterbury to achieve revenues of 3-4 billion yuan in the next three to five years through direct sales, e-commerce and traditional offline sales channels. On current exchange rates that is $570 million - $760 million revenue.

and

But Richardson says real camaraderie is now building, pointing to the shopping expedition she enjoyed with Ke Li after a board meeting in Manila.

Omno, looking behind the headlines.

Looks like the corp independents say the milk price is 40 to 50c/kg/MS too high. Last time they claimed this the figure was 15c/kgMS.

This is a round about way of saying that they wish to pay less for DIRA milk (this "regulated milk" is farm gate price plus 10c/kg/MS).

They appear to say that whatever the Fonterra farm gate price, that is the price they in turn pay their suppliers (even if transport costs may be lower and product mix may be centred to valua add products).

The Deloitte work they quote does not seem to show its underlying assumptions or preparation instructions

In claiming poor, they say "we need a return on capital", but do not say what their WACC (weighted average cost of capital) or IRR or return on equity used in modelling or actually required. 

Fonterra's WACC seems to be approx. 8.5%

The WACC used to determine the Fixed Asset Capital Charges and the Net Working
Capital Charge is calculated using the ‘simplifi ed Brennan Lally’ methodology
employed by the Commerce Commission.1 The methodology applied through to the
2011 Season provided for input parameters into the WACC to be updated every four
years. Consequently, the WACC has been held constant at 8.5% since the 2009
Season, and refl ects market interest rates as of mid 2008.

http://www.fonterra.com/wps/wcm/connect/5836e100486a33f8a0aae733ddcf772…

Links to the submissions

http://www.parliament.nz/en-NZ/PB/SC/Documents/Evidence/Default.htm?sea…

http://www.parliament.nz/en-NZ/PB/SC/Documents/Evidence/d/7/1/50SCPP_EV…

Executive Summary
Deloitte’s analysis shows that:
i. for any given level of dairy commodity prices, the farmgate milk price has increased
approximately 50 cents per kgMS in the years since FY06, as Fonterra changed from an
“actual FCMP” approach to pricing milk, to one based on a “Notional Efficient Producer”;

ii. the farmgate milk price is now approximately 40 - 50 cents per kgMS higher than either Fonterra’s own commodities business1, or a typical independent processor (operating efficiently), can afford to pay for milk and still earn an appropriate return on capital;

iii. this is occurring because Fonterra sets its farm gate milk price on the basis of a ‘Notional Efficient Producer’, which is in effect a fictional super-competitor that combines the best features exhibited by Fonterra (i.e. economies of scale and low WACC) and independent processors (i.e. focussed product mix) with a plant yield that neither can achieve in practice; and

iv. the resulting high milk price is being funded by a cross-subsidisation of approximately
$600 million per annum out of Fonterra’s equity returns, suppressing those returns
relative to Fonterra’s peers, and suppressing Fonterra’s share price (which could
otherwise have a value of around $9.00 - $9.50 per share).

And

Contrary to the stated policy intent, the Bill enshrines the current Notional Producer supercompetitor approach to pricing milk. The major negative consequences of perpetuating the overpricing of wholesale milk as identified by Deloitte include:

i. significant economic distortions and mis-allocation of resources (e.g. over-stimulated farm land values, milk production and associated externalities, while Fonterra has lower profits from which to fund expansion into new markets and opportunities);

ii. a material squeezing of independent processors’ margins, leading in the long term to a reduction in competition and innovation in the dairy sector as independents are forced to exit the industry;

iii. under TAF, the sale of economic interests in Fonterra to outside investors at depressed prices;

iv. the inherent tensions created between those investors’ desire for an economically rational split of Fonterra’s total payout into the milk price and dividends, and the legislated
entrenchment of the current over-pricing of milk and consequential depression of
dividends; and

v. unnecessary risks to New Zealand’s international trade aspirations, because an anticompetitive legislative regime could provide the basis for angst from major trade partners.

http://staging.fonterra.com/wps/wcm/connect/bcfbb900486782dc8041ba8ca2e…

9. For all that, isn’t the farm-gate Milk Price too high? We’ve heard estimates of a wealth
transfer of $195 million

That estimate is from a report commissioned by a group of Fonterra’s competitors which has attracted some media coverage (An Analysis of Fonterra’s Milk Pricing Methodology by Rōpere Consulting).

The asserted wealth transfer estimate of $195 million reflects an unsubstantiated claim that Fonterra has overstated the farm-gate Milk Price by 15 cents per kgMS. This amount is then multiplied by Fonterra’s entire production of 1.3 billion kgMS, including 1.2 billion kgMS of exports, to derive an asserted transfer of wealth of $195 million. The precise identities of the winners and losers from this supposed wealth transfer are unclear in the Rōpere Consulting report, but some press coverage has interpreted the report to mean that New Zealand consumers are worse off by $195 million.4

However, less than 5% of Fonterra’s milk is sold on the New Zealand domestic market and therefore relevant in considering any potential wealth transfer. The remaining 95% (assuming the 15 cents per kgMS overstatement is correct – see below) is exported and so has no impact on New Zealand consumers. So the asserted wealth transfer is at most only 5% of the $195 million, or around $10 million.

But even a wealth transfer of this much smaller amount relies on the assumption in the Rōpere report that the farm-gate Milk Price is ‘boosted’ by 15 cents per kgMS because of what the report refers to as ‘footloose cash’. This extra cash supposedly arises because Fonterra has valued its shares on a ‘restricted market basis’ from Fonterra’s 2009/10 season. The report claims this enables Fonterra to pay a lower dividend leaving surplus cash available to boost the farm-gate Milk Price.
However, valuing shares on a restricted market basis is simply intended to generate a better estimate of the value to Fonterra shareholders of a given level of expected earnings, given the underlying reality that Fonterra’s shares are only traded (through the Co-operative) among supplying shareholders. The valuation parameters incorporated in the calculation of the restricted market share price are determined by Fonterra’s Independent Valuer, and reflect typical relationships between earnings and share prices for companies with characteristics similar to Fonterra’s.

So if Fonterra irrationally responded to a lower share price by paying a higher farm-gate Milk Price, its future earnings would be reduced and its share value would accordingly fall further, contrary to the logic of the Rōpere report. The concept of ‘footloose cash’, and therefore the basis of the conjectured wealth transfer in the Rōpere report is without foundation in any conventional valuation theory or practice.

Other MAF and Fonterra earlier links

http://www.mpi.govt.nz/Portals/0/documents/agriculture/pastoral/dairy/f…

http://www.fonterra.com/wps/wcm/connect/fonterracom/fonterra.com/home/m…

http://www.mpi.govt.nz/news-resources/consultations/reviews-of-fonterra…

Omno, the wonder of the interwebnet

Why WACC matters:

http://www.sinoendless.com/en/component/content/article/6349?task=view

This appears to be a Board note showing the approval of the Bright investment into Synlait at an IRR of 18%. IRR is the internal rate of return - the return on invested equity.

No wonder every last production cost (supplier pmts, DIRA pmts) is under the hammer.

Looks like the forecast NZ currency numbers may have had comma/decimal points dropped ..

..........

3) The share subscription price

By mutual agreement, the proposed 3.15 per share, New Zealand, subscription 26,021,658 shares, for a total of about 8,200 million New Zealand dollars (about 382 million yuan).

4) The investment rate of return

According to financial projections, the project's internal rate of return (IRR) of 18.0%.

Third, foreign investment risk analysis

1, the risk of fluctuations in the international milk powder prices

Target company's products are sold to global commodity markets milk, global milk price fluctuations brought to the financial performance of the impact of uncontrollable.....

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Full Copy:

JFGT (20120501-08:32:19 to UTF-8) ART 6349 zh => en
Bright Dairy & Food Co., Ltd. announced foreign investment

All members of the Company and the Board to ensure that notice does not contain any false, misleading statements or material omissions, and its contents are true, accurate and complete jointly and severally accept responsibility.

Important tips:

● Target Company Name: Synlait Milk Limited (hereinafter referred to as "Target Company").

● the amount of investment shares and the shareholding ratio: intended to be 8,200 million New Zealand dollars (about 382 million yuan), to subscribe for 26,021,658 shares of new common shares at 3.15 New Zealand dollars, holding proportion of shares of 51%.

● Investment Horizon: Long-term

● Estimated investment rate of return: Internal Rate of Return (IRR) of 18.0%.

● The foreign investment does not constitute connected transactions of listed companies.

Special Risk Warning:

● International milk price fluctuations, exchange rate fluctuations, the risk of milk prices, milk risk, competitive risk, approval risk, provision for impairment of long-term equity investment risk.

First, the target Company

1, the basic situation of the target company

Target Company in 2005 in New Zealand, Canterbury (Canterbury) was established officially put into operation in August 2008, mainly engaged in milk production and processing operations, mainly for large packages of quality milk products, is New Zealand's five independent milk processors one.

2, the target company's current shareholding structure

Target company is currently Synlait Limited (hereinafter referred to as "the original shareholders") 100% wholly owned subsidiary of the shares held. The current shareholding structure of the original shareholders were: Mitsui 22.5% of the shares held by the Company; company founder John Penno, Ben Dingle and Juliet Maclean holds a total of 34.3% of the shares; about 87 other small shareholders, including employees , suppliers and other investors held 43.2% of the shares.

3, the main financial indicators of the target company

Target company's financial year is August 1 each year to the next July 31.

Deadline April 30, 2010 management report, paid-in capital 2,500 million New Zealand dollars, the total assets of 185 million New Zealand dollars, the net assets of 3.07 million New Zealand dollars, fiscal year 2010, the first 9 months sales revenue of 1. NZ 6.5 billion, net income -511 million New Zealand dollars.

Second, the basic situation of foreign investment

1, the main content of external investment agreement

Wholly owned subsidiary of the Company or intended to be 8,200 million New Zealand dollars (about 382 million yuan), 26,021,658 shares of Target Company to subscribe for new ordinary shares of 3.15 New Zealand dollars. After subscription, the Company 51% stake. Target funds for subscription returned to No. 2 bank loans and the construction of the factory.

Subscription is completed, the target company board of directors has seven seats, the Company accounted for 4 seats, the original shareholders, 3 seats (including the Chairman), every director has one vote, the chairman is not the decisive vote, by resolution, under normal circumstances the Board simple majority vote.

The company recognized the target company after the completion of this transaction listing of 3-5 years, and have the right to offer new shares in the target company is listed when a certain amount of subscription of new shares in order to maintain the 51% of companies in the target company's ownership percentage.

2, source of funding for foreign investment

This will take about 382 million yuan of foreign investment in cash, the initial part of its own funds will be some bank loans means.

3, the value of foreign investment projects

1) The financial value

According to financial projections, the target company's sales are expected next 3 years were 2.8 billion New Zealand dollars, 385 million and 4.59 million. Net profit attributable to the Company expects 1.84 million New Zealand dollars, respectively, 423 million and 1,082 million.

2) The strategic value

The investment objective of the company is mainly based on strategic considerations and long-term holders of the target company's shares. New Zealand has a good environment for dairy development; low-cost dairy production base; target integration and advanced production facilities to increase the marketing highlights high-end products, excellent management team, etc., can enhance the company's image.

3) The share subscription price

By mutual agreement, the proposed 3.15 per share, New Zealand, subscription 26,021,658 shares, for a total of about 8,200 million New Zealand dollars (about 382 million yuan).

4) The investment rate of return

According to financial projections, the project's internal rate of return (IRR) of 18.0%.

Third, foreign investment risk analysis

1, the risk of fluctuations in the international milk powder prices

Target company's products are sold to global commodity markets milk, global milk price fluctuations brought to the financial performance of the impact of uncontrollable.

2, exchange rate fluctuations

The nature of the target company's business will be to the financial performance of New Zealand and the U.S. dollar exchange rate fluctuations. The consolidated statements of account in Renminbi, RMB exchange rate and adverse movements in New Zealand may have exchange rate losses of the Company.

3, the milk price risk

Target price of milk paid to farmers is now Fonterra milk collection in the price of 0.25 yuan on the basis of the low. Fonterra's milk price received may be adjusted each year, the target company's milk collection costs will be Fonterra, the uncertainty of price adjustment.

4, the risk of milk

Target company's business depends on raw milk supply, the current supply of raw milk to meet the company's production plant No. 1. With the establishment of the 2nd factory, the company's demand for raw milk will be increased significantly. Construction of new plant also will rival the target company's milk face further competition.

5, the risk of competition

Fonterra, the New Zealand dairy industry leadership position, may use its leadership position in the milk supply a negative impact on the target company.

Fourth, foreign investment, the impact of the Company

1, to the establishment of a stable supply of good quality raw material supply base

Through this project, established in overseas steady supply of quality raw material supply base and production platforms. At the same time, benefit from the New Zealand dairy products in the global cost advantage for the enterprise implementation of 3-year strategic plan provides a good supply of raw materials security.

2, is conducive to cultivate new growth points

International reputation of New Zealand dairy products and consumer awareness for the company into high-end infant formula market with a good market entry point and production base, but also for companies seeking new profit growth point of the industry provides an ideal platform to meet enterprises bigger and stronger long-term strategic thinking.

3, is conducive to enhance corporate and brand image

Good stable overseas industrial investment and operation, can effectively enhance the company's corporate brand image, strengthen the confidence of existing investors and attract potential investors for the listed companies in the smooth operation of financial markets to provide the impetus, but also help to ensure and expand the company's competitive edge in the industry.

4, may be due to provision for impairment of long-term equity investments which affect the company's profit or loss.

Fourth, the project consultant team

Taking into account the complexity of international acquisitions, the Company acquired the overseas-based project to build an international, professional team of consultants, whose main members include: Financial Consultant - Dutch cooperative bank; Legal Counsel - DLA Piper UK; Accountants - PricewaterhouseCoopers.

V. Consideration of Board of Directors

July 16, 2010, the company fourth in the third meeting of the Board meeting room of the company. Mr. Pan Fei independent directors because of the public unable to personally attend the board meeting, Mr. Liu Xiangdong by independent directors to attend and vote on behalf of the Directors, Mr. Shen Weiping because of the public unable to personally attend the board meeting, commission chairman, Mr Chong Wei took the country to attend and exercise right to vote. The remaining directors to attend board of directors. All members of the board of supervisors and senior management to attend part of the company board of directors. After deliberation, unanimously adopted the "New Zealand on the subscription Synlait Milk 51% additional shares of the motion."

Sixth, the approval process

According to relevant laws and regulations, "Shanghai Stock Exchange Listing Rules" Company "company" and "Rules of Procedure of the Board" and other provisions, this foreign investment required to obtain the Board of Directors and shareholders in general meeting, shareholders of the target company and the original board approval, Bright Food (Group) Co., Ltd. Board of Directors approval and access to the Shanghai SASAC, the State Development and Reform Commission, Shanghai Municipal Commission of Commerce, the State Administration of Foreign Exchange and the New Zealand Foreign Investment Office (OIO) approval before being implemented .

VII reference file directory

Third 次会议决议 the fourth Board of Directors.

Bright Dairy Co., Ltd.

Board of Directors

July 16, 2010

Bright Dairy & Food Co., Ltd. cum-fourth held three times a bulletin board resolution for the first time in 2010 Notice of Extraordinary General Meeting

All members of the Company and the Board to ensure that notice does not contain any false, misleading statements or material omissions, and its contents are true, accurate and complete jointly and severally accept responsibility.

Important tips:

● Conference Time: August 5, 2010

● record date: July 28, 2010

● Conference Venue: No. 1446 Hongqiao Road, Shanghai Ancient North Bay Hotel function room

● Meeting: on-site meeting

● the availability of Internet voting: No

Bright Dairy & Food Co., Ltd. (hereinafter referred to as the "Company"), the third meeting of the Fourth Board of Directors (hereinafter referred to as "the meeting") at July 16, 2010 in the company conference room, the meeting should go to director seven people attended the meeting in person or by agent seven directors, in line with the "Company Law" and the Company "Articles" The quorum for board meetings. All supervisors of the company, part of the senior management staff to attend this meeting. After deliberation, the meeting unanimously adopted the following resolution:

First, the review by "New Zealand on the subscription Synlait Milk 51% additional shares of the motion";

Second, consider adoption, "the first time in 2010 on the convening of Extraordinary General Meeting of the motion":

(A), meeting the basic situation

According to the "Company Law" and the Company "Articles" the relevant provisions of the decision in 2010 8 月 5 日 (Thursday) 9:00 pm at the Old No. 1446 Hongqiao Road, Shanghai Hotel, North Bay, held in the multi-functional conference hall company in 2010 the first provisional shareholders meeting.

(B), the meeting deliberations

(C) attendance to:

1, the fourth board of directors and the supervisory board of the company all directors and supervisors, senior management of the Company;

In 7 月 28 日 2,2010 (周三) Shanghai Stock Exchange at the end of the China Securities Depository and Clearing Corporation Limited Shanghai Branch registered in 2010 7 月 29 日 (周四) for the meeting of shareholders or their legal registration authorized representative;

3, other relevant staff.

(Iv) Conference Registration options:

1, the shareholders meeting the above conditions, July 29, 2010 (9:00-11:00 am, 1:30-4:30 pm) to the East Zhu An Bang Road, Shanghai, Lane 165, Room 403, No. 29 on the Hedwig an Software eligible for registration to attend the meeting, shareholders in different places can register by fax or by letter, fax or letter to reach the Registrar or the Company based on the time.

2, corporate shareholders by the legal representative or power of attorney documents, business license, a copy of my ID card to register.

3, the natural person shareholder equity account by copy of registration card and my ID card. Account Card stock by the principal agent, agent ID card copy, Power of Attorney Registration (See Attachment A power of attorney).

4, the meeting is not registered as a shareholder general meeting of shareholders by law prerequisite to participate.

(E) Participants method

1, the corporate shareholders by the legal representative or power of attorney documents, business license, a copy of my ID card participants.

2, the natural person shareholder equity account by copy of ID card and my participants. Account Card stock by the principal agent, agent ID card copy, power of attorney participants (See Attachment A power of attorney).

(F) Other matters:

1, the expected period of half a day, the shareholders attending the meeting room and board, transportation and other expense.

2, the Company Address: 578 Wu Zhong Road, Shanghai

Contact: Sha Bing Shen Xiaoyan

Tel :021 -54,584,520

Fax :021 -64,013,337

Zip Code: 201103

3, Registry Address: 165 East Zhu An Bang Road, Room 403, Lane 29, a Software Company on the Hedwig

Contact: Tang Yining

Tel :021 -52,383,317

Fax :021 -52,383,305

Zip Code: 200052

Notice is hereby given.

Bright Dairy & Food Co., Ltd. Board of Directors

July 16, 2010

Annex I:

Power of Attorney