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Fonterra Shareholders’ Fund 2017 Interim Results

Half Year Results21 March 2017FSFConsumer Staples

Page 1


Reporting Period Six months ended 31 January 2017

Previous Reporting Period Six months ended 31 January 2016



31 January 2017

(NZD million)

31 January 2016

(NZD million)

Percentage

Change

Revenue from ordinary activities 71 138 (48.6)%

Net profit from ordinary activities after

tax attributable to members

– – –%

Net profit attributable to members – – –%

Fonterra Shareholders’ Fund interim financial statements are prepared in accordance with New Zealand

Equivalents to International Financial Reporting Standards. Revenue from ordinary activities comprises net fair

value movements of Economic Rights of Fonterra Shares, and dividend income.


Net Tangible Assets per Security

31 January 2017

(NZ cents)

31 January 2016

(NZ cents)

Net tangible assets per security 619 592


Interim/Final Distribution

Amount per Security

(NZ cents)

Imputed / Franked Amount

per Security

(NZ cents)

Interim 20.0 Nil


Record Date Interim: 5 April 2017

Distribution Payment Date Interim: 20 April 2017


Comments On 21 March 2017, the Board of FSF Management Company

Limited declared an interim distribution of 20.0 cents per unit

payable on 20 April 2017 to unit holders on the register at 5 April

2017.


To be followed by the balance of the information required in the report pursuant to Appendix 1.

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2017
INTERIM

REPORT

FONTERRA SHAREHOLDERS’ FUND

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017 1
DEAR INVESTORS

I am pleased to present the Fonterra

Shareholders’ Fund (the Fund) Interim

Report for the six months ending

31 January 2017.

Global conditions have been

challenging, however Fonterra has

produced a strong result for the first

half, which builds on the progress

made last financial year.

As the return on a unit is driven by the

underlying performance of Fonterra,

I encourage you to read Fonterra’s

2017 Interim Report, available online

at www.fonterra.com/our-financials to

gain a good understanding of the Co-

operative’s results.

Unit holders will receive an interim

distribution of 20 cents per unit¹.

The record date for the Interim

distribution is 5 April 2017 and the

payment date is 20 April 2017.

The Distribution Reinvestment Plan

(DRP) continues to operate at a

discount of 2.5 per cent to the strike

price. Eligible shareholders who would

like to participate for the interim

distribution need to submit a notice

of participation by 6 April 2017.

More details on the DRP can be

found in the offer document,

which is available in hard copy

from Computershare or online at

www.investorcentre.com/nz and

www.fonterra.com/our-financials/

dividends.

Unit trading remains strong with the

Fund ranked consistently one of the

most liquid on the NZX50. On average,

511,294 units were traded on a daily

basis over the past six months².

Analysis of the unit register shows

that New Zealand and Australian unit

holders are the largest group by region,

holding more than 88 per cent of units

on issue³.

I would once again like to thank

you for your continued support of,

and investment in, the Fonterra

Shareholders’ Fund.

JOHN SHEWAN

CHAIRMAN

FSF MANAGEMENT COMPANY LIMITED

(Australian Registered Body Number 160 539 935,

incorporated in New Zealand)

CHAIRMAN’S

REPORT

1 Less any PIE (Portfolio Investment Entity) tax or any other adjustments for tax in relation to that unit.

2 Liquidity has been calculated as median daily value (6 months) / Average Daily New Zealand Free Float

Cap (6 months).

3 Merlin Consulting Shareholder Identification Report January 2017.

MANAGER’S STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
STATEMENT OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO UNIT HOLDERS . . . . .3

STATEMENT OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

CASH FLOW STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . .5

NOTES TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

DIRECTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

FSF Management Company Limited

(the Manager) is pleased to present

to the unit holders the interim

financial statements for the Fonterra

Shareholders’ Fund (the Fund) for the

six months ended 31 January 2017.

The Manager is responsible for

presenting interim financial statements

for the six months which fairly present

the financial position of the Fund and

its financial performance and cash

flows for that period.

The Manager considers the interim

financial statements of the Fund have

been prepared using accounting policies

which have been consistently applied and

supported by reasonable judgements and

estimates, and that all relevant financial

reporting and accounting standards

have been followed.

The Manager believes that proper

accounting records have been kept

which enable, with reasonable

accuracy, the determination of the

financial position of the Fund and

facilitate compliance of the interim

financial statements with the NZX

Listing Rules and the Fonterra

Shareholders’ Fund Trust Deed.

The Manager considers that it has

taken adequate steps to safeguard the

assets of the Fund, and to prevent and

detect fraud and other irregularities.

The Manager hereby approves and

authorises for issue the interim

financial statements for the six months

ended 31 January 2017 presented on

pages 3 to 7.

For and on behalf of the Board of the Manager:


JOHN SHEWAN PIP DUNPHY

CHAIRMAN DIRECTOR

FSF MANAGEMENT COMPANY LIMITED FSF MANAGEMENT COMPANY LIMITED

21 MARCH 2017 21 MARCH 2017

INTERIM FINANCIAL

STATEMENTS

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

MANAGER’S

STATEMENT

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

2 FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017 3
The accompanying notes form part of these interim financial statements.

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

$ MILLION

SIX MONTHS ENDEDYEAR ENDED

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Net fair value gain on revaluation of Economic Rights of Fonterra shares59124101

Dividend income121446

Investment income71138147

Net change in fair value of liability to unit holders(59)(124)(101)

Distributions to unit holders(12)(14)(46)

Finance cost (71)(138)(147)

Profit before tax–––

Tax expense–––

Profit for the period–––

There are no items of other comprehensive income.

STATEMENT OF CHANGES IN NET ASSETS

ATTRIBUTABLE TO UNIT HOLDERS

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

$ MILLION

Net assets attributable to unit holders at 1 August 2016637

Movements:

Revaluation of liability to unit holders59

Issue of units132

Redemption of units(64)

Net assets attributable to unit holders at 31 January 2017 (unaudited)764

Net assets attributable to unit holders at 1 August 2015494

Movements:

Revaluation of liability to unit holders124

Issue of units91

Redemption of units(94)

Net assets attributable to unit holders at 31 January 2016 (unaudited)615

Net assets attributable to unit holders at 1 August 2015494

Movements:

Revaluation of liability to unit holders101

Issue of units152

Redemption of units(110)

Net assets attributable to unit holders at 31 July 2016 (audited)637

4 FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017
STATEMENT OF

FINANCIAL POSITION

AS AT 31 JANUARY 2017

$ MILLION

NOTES

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Assets

Economic Rights of Fonterra shares2764615637

Total assets764615637

Total liabilities (excluding net assets attributable to unit holders)–––

Net assets attributable to unit holders – liability3764615637

CASH FLOW

STATEMENT

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

$ MILLION

SIX MONTHS ENDEDYEAR ENDED

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Cash flows from operating activities

Cash was provided from:

–Sale of Economic Rights of Fonterra shares6494110

–Dividends received (net of dividends reinvested)101238

Cash was applied to:

–Purchase of Economic Rights of Fonterra shares(130)(89)(144)

Net cash flows from operating activities(56)174

Cash flows from financing activities

Cash was provided from:

–Proceeds from issue of units13089144

Cash was applied to:

–Outflows on redemption of units(64)(94)(110)

–Distributions paid to unit holders (net of dividends reinvested)(10)(12)(38)

Net cash flows from financing activities56(17)(4)

Net (decrease)/increase in cash and cash equivalents–––

Cash and cash equivalents at the beginning of the year–––

Cash and cash equivalents at the end of the period–––

The accompanying notes form part of these interim financial statements.

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017 5
STATEMENT OF SIGNIFICANT

ACCOUNTING POLICIES

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

A) GENERAL INFORMATION

The Fonterra Shareholders’ Fund (FSF or the

Fund) is a New Zealand managed investment

scheme established to be the ‘Authorised

Fund’ under Fonterra’s Trading Among

Farmers scheme. It is registered under the

Financial Markets Conduct Act 2013 and

its governing document is the Fonterra

Shareholders’ Fund Trust Deed (the Trust

Deed) dated 23 October 2012 (as amended)

and has a life of 80 years. Under the Trust

Deed, the Fund may invest only in authorised

investments, which are Economic Rights of

Fonterra shares (Economic Rights), and issue

units to investors. It may not invest directly in

Fonterra shares.

The Fund is listed on the NZX Main Board

operated by NZX Limited and as an exempt

foreign entity on the Australian Securities

Exchange operated by ASX Limited. The

Manager is an FMC reporting entity under the

Financial Markets Conduct Act 2013.

These condensed interim financial statements

were authorised for issue by the Manager on

21 March 2017.

Fonterra interim financial statements

Investors are encouraged to read the interim

financial statements of Fonterra Co-operative

Group Limited (Fonterra), together with the

interim financial statements of the Fund,

given that the performance of the Fund is

driven by the performance of Fonterra. The

Fonterra interim financial statements can be

found at www.fonterra.com/our-financials.

Activities

The principal activity of the Fund is to acquire

Economic Rights and issue units to investors.

It allows investors in the Fund an opportunity

to earn returns based on the financial

performance of Fonterra.

B) BASIS OF PREPARATION

These condensed interim financial statements

have been prepared in accordance with

International Accounting Standard 34:

Interim Financial Reporting and New Zealand

Equivalent to International Accounting

Standard 34: Interim Financial Reporting. They

have also been prepared in accordance with

New Zealand Generally Accepted Accounting

Practice (NZ GAAP). They should be read in

conjunction with the financial statements for

the year ended 31 July 2016. These interim

financial statements are as at and for the

six months ended 31 January 2017, and are

unaudited.

These interim financial statements are

presented in New Zealand dollars ($), which

is the Fund’s functional and presentation

currency, and rounded to the nearest million,

except where otherwise stated.

The same accounting policies are followed

in these financial statements as were applied

in the financial statements for the year ended

31 July 2016.

Adoption of NZ IFRS 9 Financial

Instruments

NZ IFRS 9 Financial Instruments (NZ IFRS 9)

addresses the classification, measurement

and derecognition of financial assets, financial

liabilities and hedge accounting. The Fund

elected to adopt NZ IFRS 9 from 1 August

2016. The changes required by NZ IFRS

9 do not impact the financial position or

performance of the Fund.

C) OPERATING SEGMENTS

The Fund’s investments only include

Economic Rights assets and the Fund’s

performance is evaluated on an overall basis.

Therefore the Fund is a single-segment entity.

All of the Fund’s income is from investments

in the Economic Rights.

The internal reporting provided to the Board

of the Manager, which is the Fund’s chief

operating decision maker, for the Fund’s

assets, liabilities and performance is prepared

on a consistent basis with the measurement

and recognition principles of NZ IFRS. The

Board of the Manager reviews the Fund’s

internal reporting in order to assess the

performance and position of the Fund.

6 FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017
NOTES TO THE

FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 JANUARY 2017

1 FAIR VALUE MEASUREMENT

The Fund measures fair values for recognition of both Economic Rights assets and unit holder liabilities.

The Fund uses the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

–Level 1: Quoted price (unadjusted) in an active market for an identical instrument.

–Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes

instruments valued using; quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that

are considered less than active; or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.

–Level 3: Valuation techniques using significant unobservable inputs. The Fund has no Level 3 instruments.

The Fund’s liability to unit holders is a Level 1 instrument as the unit price is quoted on the NZX Main Board, which is considered to be an active

market. The Manager considers market prices to be the most representative measure of fair value as they are used by market participants as

a practical expedient for fair value measurement. The market will be monitored on an on-going basis to confirm that it remains active for the

purposes of establishing fair value.

Economic Rights are Level 2 instruments as Economic Rights are not listed and there is no active market for Economic Rights assets. Economic

Rights are valued using the quoted price of units (which are considered to be a materially comparable instrument) in the Fund listed on the NZX

Main Board. The on-going validity of that assumption is regularly reviewed to support this area of significant judgement.

There have been no transfers between the categories in the fair value hierarchy during any of the periods presented.

2 ECONOMIC RIGHTS OF FONTERRA SHARES

The Economic Rights are held on trust for the Fund by the Custodian under the Fonterra Economic Rights Trust.

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Value of Economic Rights ($ million)764615637

Number of Economic Rights123,422,471103,926,303111,991,937

The Economic Rights are measured at fair value, calculated as the number of Economic Rights held multiplied by the established fair value for each

Economic Right.

$ MILLION

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Opening value of Economic Rights 637494494

Movements:

Purchase of Economic Rights

1

13291152

Sale of Economic Rights(64)(94)(110)

Revaluation of Economic Rights59124101

Closing value of Economic Rights764615637

1 Purchase of Economic Rights includes $2.4 million for Economic Rights acquired in conjunction with Fonterra’s Dividend Reinvestment Plan (31 January 2016: $2.3 million, 31 July 2016:

$7.8 million).

FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017 7
3 LIABILITY TO UNIT HOLDERS

31 JAN 2017

UNAUDITED

31 JAN 2016

UNAUDITED

31 JUL 2016

AUDITED

Value of unit holder liability ($ million)

1

764615637

Opening number of units on issue

2

111,991,937105,480,366105,480,366

Number of units issued

3

22,222,59716,374,97627,137,036

Number of units redeemed (10,792,063)(17,929,039)(20,625,465)

Closing number of units on issue123,422,471103,926,303111,991,937

1 The liability to unit holders is measured at fair value, calculated as the number of units on issue multiplied by the unit market price of $6.19 (31 January 2016: $5.92, 31 July 2016: $5.69).

2 Included in the total number of units is one Fonterra unit which was issued at launch.

3 Included in the number of units issued are 419,397 units with a total value of $2.4 million that were issued under the Distribution Reinvestment Plan (31 January 2016; 451,285 units with

a total value of $2.3 million; 31 July 2016: 1,400,416 units with a total value of $7.8 million).

4 NET TANGIBLE ASSETS PER SECURITY

As at 31 January 2017, the net tangible assets per unit on issue was $6.19 (31 January 2016: $5.92; 31 July 2016: $5.69).

5 COMMITMENTS AND CONTINGENT LIABILITIES

The Fund has no material commitments or contingent liabilities as at 31 January 2017 (31 January 2016: nil; 31 July 2016: nil).

6 SUBSEQUENT EVENTS

Declaration of interim distribution

On 21 March 2017, the Board of Directors of Fonterra declared an interim dividend of 20 cents per share. Following Fonterra’s dividend declaration,

the Board of the Manager declared an interim distribution of 20 cents per unit. This distribution, will be paid on 20 April 2017 to the unit holders on

the register at 5 April 2017.

The Manager has a Distribution Reinvestment Plan, where eligible unit holders can choose to reinvest all or part of their future distribution in

additional units. The Distribution Reinvestment Plan will apply to this distribution. Full details of the Distribution Reinvestment Plan are available in

the ‘Investors’ section of Fonterra’s website.

Changes in unit price

Units are traded on the NZX and ASX and accordingly the unit price changes regularly, including during the period between balance date and the

date these financial statements were authorised for issue. Changes in the market price of the units result in a corresponding change in the value of

the Economic Rights asset held by the Fund. Daily unit prices are available on the NZX website.

8 FONTERRA SHAREHOLDERS’ FUND INTERIM REPORT 2017
DIRECTORY

REGISTERED OFFICE OF THE MANAGER

OF THE FUND – NEW ZEALAND

109 Fanshawe Street

Auckland Central

Auckland 1010

New Zealand

Telephone: +64 9 374 9000

REGISTERED OFFICE OF THE MANAGER

OF THE FUND – AUSTRALIA

C/o Fonterra Australia Pty Ltd

327 Ferntree Gully Road

Mount Waverley, Melbourne

Victoria 3149

Telephone: +61 3 8541 1588

DIRECTORS OF THE MANAGER OF THE FUND

Philippa Jane Dunphy

Kimmitt Rowland Ellis

Nicola Mary Shadbolt

John Bruce Shewan

Scott Andrew St John

COMPANY SECRETARY

Michael Cronin

SUPERVISOR/TRUSTEE

The New Zealand Guardian Trust Company Limited

Level 14, 191 Queen Street

Auckland 1010

New Zealand

AUDITORS OF THE FUND AND THE MANAGER

OF THE FUND

PricewaterhouseCoopers

Level 22, PwC Tower

188 Quay Street

Auckland 1010

New Zealand

LEGAL ADVISERS TO THE MANAGER

Chapman Tripp

Level 35, ANZ Centre

23 Albert Street

Auckland 1010

New Zealand

SHARE REGISTRAR – NEW ZEALAND

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Private Bag 92119

Auckland 1142

Telephone: +64 9 488 8777

SHARE REGISTRAR – AUSTRALIA

Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street

Abbotsford, VIC 3037

GPO Box 3329

Melbourne, VIC 3001

Telephone: 1800 501 366 (within Australia)

Telephone: +61 3 9415 4083 (outside Australia)

THIS DOCUMENT IS PRINTED ON AN
ENVIRONMENTALLY RESPONSIBLE PAPER

PRODUCED USING ELEMENTAL CHLORINE FREE

(ECF) FSC

®

CERTIFIED MIXED-SOURCE PULP,

SOURCED FROM WELL-MANAGED AND LEGALLY

HARVESTED FORESTS, AND MANUFACTURED

UNDER THE STRICT ISO14001 ENVIRONMENTAL

MANAGEMENT SYSTEM.

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

x

whether:

Interim

x

YearSpecialDRP Applies

x

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Non-resident Inv (see note)

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

EMAIL: announce@nzx.com

Notice of event affecting securities

1

Fonterra Shareholders' Fund (NS)

Mike CroninDirectors' resolution

Units (FSF)

(09) 374 9052(09) 374 9001213

NZFSFE0001S5

2017

N/AN/A

In dollars and cents

Distribution pursuant to Clause 15.1(a) of the

Fonterra Shareholders' Fund Unit Trust Deed and

paid through Computershare

N/AN/A

Enter N/A if not applicable

Resident Inv (see note)

N/A

$0.20nil

NOTE: FSF is a Foreign Investment Variable Rate PIE. The whole distribution is excluded income for NZ

resident investors. PIE tax (for resident investors) or NRWT (for non-residents) may be deducted at the

rate appropriate for the investor

nil$0.20

See note aboveNil

NZD

Approximately $25 million

Date Payable

$Nil (see note above)Nil

5 April, 201720 April, 2017

N/AN/A

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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