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2017 Full Year Results

Full Year Results1 March 2018TGGConsumer Staples

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T&G Global Limited Consolidated Financial Statements 2017

FINANCIAL STATEMENTS

DECEMBER 2017

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

PHIL & KIRSTY GREER

T&G GROWERS

Weighing up

the numbers

04061067

Financial SummaryIndependent

Auditor’s Report

Financial

Statements

Five Year Financial

Review

CONTENTS

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

Financial

Summary

WOLFGANG LOOSE

CHIEF FINANCIAL OFFICER

In 2017, T&G celebrated its

120th year by surpassing a

billion dollars of revenue for

the first time, growing its global

presence with new ventures

in the United States (US) and

the United Kingdom (UK), and

achieving a strong result in its

New Zealand Markets business.

The past year was not without its

challenges however as poor weather

conditions negatively impacted on fruit

quality and domestic and international

harvests. The lack of quality fruit combined

with increasing costs in its businesses saw

T&G’s net profit after income tax decrease

by $9.8 million from $32.4 million in 2016

to $22.6 million in 2017.

Growing a global presence

One of T&G’s strategic focuses is to grow

and strengthen key markets both locally

and overseas. During the year, T&G

acquired 39.4% of the shares in Grandview

Brokerage LLC, a US company that holds

100% of the shares in David Oppenheimer

& Company I, L.L.C. with whom T&G has

had a long association. This venture gives

T&G greater access to the US market for

T&G’s own grown and sourced pipfruit.

In 2017, T&G also consolidated

Worldwide Fruit Limited (Worldwide Fruit)

into its results for the first time. This

consolidation was made possible through

the renegotiation of the shareholders’

agreement between Worldwide Fruit’s two

50% shareholders. By working closely with

Worldwide Fruit, T&G further strengthens

its presence in the UK market.

Apart from these two significant

transactions, T&G also became the

licence holder of 16 proprietary blueberry

varieties in Australia. This investment

enables T&G to work with growers to

develop and market a range of varieties in

a category that is rapidly growing globally.

Achieving a key revenue milestone

The 2017 financial year saw revenue

increase by $234.7 million from

$871.8 million in 2016 to $1.1 billion in

2017, marking the first time T&G has

recorded a billion dollars of revenue. Most

of this revenue growth was through the

consolidation of Worldwide Fruit in the UK

contributing $212.6 million of revenue.

In addition, continued strong pricing for

T&G’s apple varieties and a good result

for the New Zealand Markets contributed

to organic revenue growth for the Pipfruit

and New Zealand Produce divisions.

This landmark revenue result for T&G did

not translate to operating profit growth as

operating costs increased by

$33.4 million from $226.8 million in 2016

to $260.2 million in 2017 and purchases,

raw materials and consumables used

increased by $203.9 million from

$630.4 million in 2016 to $834.3 million

in 2017.

The majority of the increase was again

due to the consolidation of Worldwide

Fruit. The growing maturity of T&G’s

international operations, inflationary

increases in employee wages and

salaries, and incentive payments to staff

recognising the 2016 result, have also

added to the increase in operating costs.

Operating profit was also affected

by significant weather events in New

Zealand and internationally. In the Pipfruit

division, significant unseasonal rain in

Hastings, New Zealand in the early part

of 2017 impacted on apple quality and

harvests, reducing the amount of quality

fruit available for local and international

markets.

Adverse weather conditions also impacted

on most of the International Produce

division’s product lines, with the most

affected being T&G’s key grape and

high margin cherry businesses. In Peru,

the division’s grape growing operations

were severely impacted by flooding with

extensive damage to the vines resulting in

the loss of this season’s harvest.

The New Zealand Produce division had an

excellent year and outperformed 2016 on

an operating profit level. This was possible

due to a record result in the New Zealand

Markets business which was driven by

higher fresh produce prices overall in 2017

and hence higher commissions earned by

the business.

Profit after tax for 2017 includes one-off

gains of $15.4 million and $8.2 million,

relating to the acquisition of Grandview

Brokerage LLC and first-time consolidation

of Worldwide Fruit respectively. These

gains were offset by impairments recorded

in the business.

Robust financial position

T&G continues to have a solid balance

sheet with total net assets of

$425.6 million representing a

$78.8 million increase from 2016.

$56.1 million of the increase was from

the revaluations of commercial land and

improvements, buildings, and orchard

land and improvements in line with T&G’s

accounting policy for property, plant and

equipment.

The consolidation of Worldwide Fruit and

the investment in Grandview Brokerage

LLC also contributed to the increase in net

assets compared to 2016.

2017 saw continued investment in

T&G’s local infrastructure and growing

operations as evidenced by a capital

investment programme of $20.4 million.

This included the planting of 62 hectares

of new apple orchards and 140,000 new

apple trees, ensuring a steady future

supply of key variety apples for T&G’s

export programmes.

The increase in net assets has seen net

tangible assets per share increase from

$2.62 in 2016 to $3.17 in 2017, driven

in part by a higher asset base from

asset revaluations and the first-time

consolidation of Worldwide Fruit. Earnings

per share however has declined from 25.1

cents per share in 2016 to 15.8 cents per

share in 2017 due to the difficult year

experienced by T&G.

Wolfgang Loose

Chief Financial Officer

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

Independent Auditor’s Report

To the Shareholders of T&G Global Limited

Opinion

Basis for opinion

Audit materiality

Key audit matters

We have audited the consolidated financial statements of T&G Global Limited and its subsidiaries (the

‘Group’), which comprise the consolidated balance sheet as at 31 December 2017, and the consolidated

income statement, statement of comprehensive income, statement of changes in equity and statement

of cash flows for the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 10 to 66, present fairly, in

all material respects, the consolidated financial position of the Group as at 31 December 2017, and its

consolidated financial performance and its consolidated cash flows for the year then ended in accordance

with New Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International

Financial Reporting Standards (‘IFRS’).

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International

Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further

described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and

the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants, and

we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor including the provision of audit related services, agreed upon

procedures and review of solvency return for a captive insurance subsidiary, the provision of whistle

blower hotline services, and administration of the corporate tax payer group of which the Group is a

member, we have no relationship with or interests in the Company or any of its subsidiaries. These

services have not impaired our independence as auditor of the Company and Group.

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements

of the Group that in our judgement would make it probable that the economic decisions of a reasonably

knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we

also assess whether other matters that come to our attention during the audit would in our judgement

change or influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in

planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined the quantitative materiality for our audit of the

Group’s financial statements as a whole to be $7.0 million (2016: $6.5 million).

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the consolidated financial statements of the current period. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERSHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTERS

Valuation of Biological Assets (Note 14)

The Group’s biological assets of $27.0 million (2016: $22.9

million) predominantly represent produce including apples,

blueberries, citrus fruit, kiwifruit and tomatoes growing on

bearer plants (e.g. trees and vines) at balance date.

Biological assets are measured at fair value less estimated

point-of-sale costs. This is determined by the Group using

discounted cash flow models.

The valuation of biological assets is a key audit matter due to

the subjective judgements and assumptions in the valuation

models, many of which are specific to the present location

and condition of the asset and therefore unobservable in

the market. As disclosed in Note 14 of the Group’s financial

statements, these unobservable inputs and assumptions

include the forecast production per hectare per annum by

weight, prices expected to be received per season, costs

expected to be incurred and a discount rate reflecting the risks

inherent in growing the crops.

The discount rate takes into account the risk of unknown

adverse events including natural events, the possible impact of

diseases and other adverse factors that may impact the quality,

yield or price of the crop.

We held discussions with management to understand if there

were changes in market or environmental conditions, or other

risks inherent in the current crop valuations. Our audit procedures

were focused on the higher value biological assets, or where in

our professional judgement there is a greater level of uncertainty

associated with the cash flow forecasts.

We engaged our internal valuation specialist to consider whether the

valuation methods applied were reasonable.

We compared the forecast production per hectare, forecast prices,

and forecast costs to the approved budgets for the relevant fruit

growing activities, and assessed the historical accuracy of the Group’s

forecasts.

With input from our internal valuation specialist we assessed the

discount rates assumed in the model and evaluated changes from

the prior year. We also performed sensitivity analysis to assess the

impact that a change in the discount rate has on the valuation of the

biological assets.

We checked the mechanical accuracy of the discounted cash flow

models.

Valuation of Land and Improvements and Buildings (Note

15)

Commercial and orchard land, improvements and buildings

(‘land and buildings’) of the Group amounting to $325.7

million (2016: $263.2 million) are measured at fair value less

accumulated depreciation and impairment losses at balance

date. Revaluations are performed with sufficient regularity to

ensure that the carrying amount does not differ materially from

the fair value. Land and buildings have been revalued this year

and have increased by $56.1 million.

As disclosed in Note 15, land and buildings were valued using a

combination of market comparison, income capitalisation and

depreciated replacement cost methodologies.

The valuation of land and buildings is a key audit matter

because changes to key assumptions used in the valuation

methods could have a material impact on the carrying amount

of land and buildings, with changes recognised in either other

comprehensive income or profit or loss, as appropriate.

Our procedures have focused on the appropriateness of the

valuation methodologies and the reasonableness of the underlying

inputs and assumptions.

We obtained an understanding of the Group’s process for valuing the

commercial and orchard land and buildings as at 31 December 2017.

We evaluated the independence and competence of the Group’s

external valuers engaged to perform the valuation of land and

buildings.

On a sample basis:

• We considered whether the underlying assumptions used by

the external valuers were consistent with our knowledge of the

properties in their specific locations;

• We compared sales prices for similar properties to

independently sourced information for consistency; and

• We compared capitalisation rates used to market reports to

check that those rates were within reasonable range of those

market reports.

We also performed sensitivity analysis to assess the robustness of

the methods used by the Group’s external valuers on valuation of the

land and buildings.

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

Other information

The directors are responsible on behalf of the Group for the other information. The other information

comprises the information in the Annual Report that accompanies the consolidated financial statements

and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent with

the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. If so, we are required to report that fact. We have nothing to report in this regard.

KEY AUDIT MATTERSHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTERS

Changes in Ownership of the Group’s American Registered

Entities (Note 19)

In the previous year, the Group held a 15% direct shareholding

interest in both David Oppenheimer & Company I, L.L.C. (‘DOC’)

and David Oppenheimer Transport Inc. (‘DOT’). Both DOC

and DOT were accounted as investments in associates in the

financial statements of the Group. On 6 April 2017, as a result

of mergers involving a subsidiary - ENZA Fresh Inc. (‘ENZA

Fresh’), the Group now has a direct shareholding of 39.4% in

Grandview Brokerage LLC (‘GB LLC’), an associated company

that wholly owns DOC and a 15% shareholding in DOT.

The changes in ownership of the Group’s investments in USA

is a key audit matter as the Group has exercised significant

judgement to determine the most appropriate accounting

treatment based on the terms of the merger agreement.

As stated in Note 19 to the financial statements, there is

currently an accounting policy choice available when there is

a contribution of a subsidiary to an associate or joint venture.

Loss of control in a subsidiary results in the recognition of a full

fair value gain on the portion retained, whereas only a partial

gain can be recognised for the portion no longer retained when

there is a non-monetary contribution to an associate.

As a result of the above transaction and the related accounting

policy choice, the Group has measured its investment in GB LLC

on the transaction date at fair value with a corresponding gain

amounting to $15.4 million recognised in profit or loss for the

year.

We obtained an in-depth understanding of the transaction by:

• Reading the relevant merger agreements;

• Meeting with the directors and management of the Group to

discuss the substance of the transaction; and

• Reading the Group’s assessment of the terms of the merger

agreements against the relevant accounting standards.

We assessed the process taken by the Group to conclude on the

chosen accounting policy based on the commercial substance of the

transaction.

We evaluated and challenged the Group’s accounting treatment of

the transaction. We considered the requirements of the applicable

accounting standards and evaluated whether the accounting policy

applied reflected the substance of the transaction.

We considered the appropriateness of the disclosures made by the

Group concerning the accounting policy choice made and the factors

leading to the choice.

Directors’ responsibilities

for the consolidated

financial statements

Auditor’s responsibilities

for the audit of the

consolidated financial

statements

Restriction on use

Andrew Dick, Partner

for Deloitte Limited

Auckland, New Zealand

28 February 2018

The directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

directors determine is necessary to enable the preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group

for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either intend to

liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs and ISAs (NZ) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located

on the External Reporting Board’s website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so

that we might state to the Company’s shareholders those matters we are required to state to them in

an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company’s shareholders as a body, for our audit work, for

this report, or for the opinions we have formed.

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

For the year ended 31 December 2017

INCOME STATEMENT

NOTES

2017

$’000

2016

$’000

Revenue51,106,466871,771

Other operating income68,79418,817

Purchases, raw materials and consumables used(834,296)(630,388)

Employee benefits expenses7(158,270)(127,840)

Depreciation and amortisation expenses7(23,379)(21,296)

Other operating expenses7(78,524)(77,660)

Operating profit20,79133,404

Net financing expenses8(11,144)(11,951)

Share of profit from joint ventures209082,865

Share of profit from associates214354,733

Other income625,28913,044

Other expenses7(13,954) -

Profit before income tax22,32542,095

Income tax benefit / (expense)9272(9,659)

Profit after income tax22,59732,436

Attributable to:

Equity holders of the Parent19,37930,478

Non-controlling interests3,2181,958

Profit for the year22,59732,436

Earnings per share

Basic and diluted earnings (in cents)2815.825.1

The accompanying notes form an integral part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2017

NOTES

2017

$’000

2016

$’000

Profit for the year22,59732,436

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss:

Gain on revaluation of property, plant and equipment:

Held by subsidiaries of the Group55,120 -

Held by equity-accounted associate600 -

Deferred tax effect on revaluation of property, plant and equipment9(8,300) -

Deferred tax effect on sale of property, plant and equipment9 -1,286

47,4201,286

Items that may be reclassified subsequently to profit or loss:

Gain on revaluation of available-for-sale investments261,265404

Exchange differences on translation of foreign operations3,167(3,205)

Cash flow hedges:

Fair value gain, net of tax4,91310,550

Reclassification of net change in fair value to profit or loss(8,414)(7,108)

931641

Other comprehensive income for the year48,3511,927

Total comprehensive income for the year 70,94834,363

Total comprehensive income for the year is attributable to:

Equity holders of the Parent 66,66432,568

Non-controlling interests4,2841,795

70,94834,363

The accompanying notes form an integral part of these financial statements.

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

For the year ended 31 December 2017

STATEMENT OF CHANGES IN EQUITY

NOTES

Share

capital

$’000

Revaluation

and other

reserves

$’000

Retained

earnings

$’000

Total

$’000

Non-

controlling

interests

$’000

Total

equity

$’000

2017

Balance at 1 January 2017176,35781,28986,793344,4392,383346,822

Profit for the year - -19,37919,3793,21822,597

Other comprehensive income

Revaluation of property, plant and equipment26 -55,720 -55,720 -55,720

Deferred tax effect on revaluation of property, plant and

equipment

26 -(8,300) -(8,300) -(8,300)

Revaluation of available-for-sale investments26 -1,265 -1,265 -1,265

Exchange differences on translation of foreign operations -2,108 -2,1081,0593,167

Movement in cash flow hedge reserve26 -(3,508) -(3,508)7(3,501)

Total other comprehensive income -47,285 -47,2851,06648,351

Transactions with owners

Dividends27 - -(7,353)(7,353)(2,261)(9,614)

Purchase price adjustment to acquisition of non-

controlling interest in subsidiary

- -387387 -387

Total transactions with owners - -(6,966)(6,966)(2,261)(9,227)

Sale of shares in subsidiary19 -2159,4229,6372,74712,384

Acquisition of subsidiary18 -(25)25 -4,6664,666

Balance at 31 December 2017176,357128,764108,653413,77411,819425,593

2016

Balance at 1 January 2016170,31785,74062,193318,2502,696320,946

Profit for the year - -30,47830,4781,95832,436

Other comprehensive income / (expense)

Deferred tax effect on sale of property, plant and

equipment

26 -1,286 -1,286 -1,286

Revaluation of available-for-sale investments26 -404 -404 -404

Exchange differences on translation of foreign operations26 -(3,039) -(3,039)(166)(3,205)

Movement in cash flow hedge reserve26 -3,439 -3,43933,442

Total other comprehensive income / (expense) -2,090 -2,090(163)1,927

Transactions with owners

Dividends27 - -(7,188)(7,188)(550)(7,738)

Issued share capital276,040 - -6,040 -6,040

Acquisition of non-controlling interest in subsidiary - -(5,231)(5,231)(1,558)(6,789)

Total transactions with owners6,040 -(12,419)(6,379)(2,108)(8,487)

Transfer from asset revaluation reserve due to asset

disposal

26 -(6,541)6,541 - - -

Balance at 31 December 2016176,35781,28986,793344,4392,383346,822

The accompanying notes form an integral part of these financial statements.

BALANCE SHEET

As at 31 December 2017

NOTES

2017

$’000

2016

$’000

Current assets

Cash and cash equivalents26,40017,064

Trade and other receivables11153,729108,544

Inventories1237,53641,372

Taxation receivable6,087 -

Derivative financial instruments133,6826,681

Biological assets1427,04722,943

Total current assets254,481196,604

Non-current assets

Trade and other receivables1110,0378,903

Derivative financial instruments131,6482,826

Available-for-sale investments2,192928

Property, plant and equipment15450,981393,974

Intangible assets1637,63226,335

Investments in joint ventures204,5439,505

Investments in associates2137,20211,511

Total non-current assets544,235453,982

Total assets798,716650,586

Current liabilities

Trade and other payables22135,444101,147

Borrowings2318,4975,503

Taxation payable -679

Derivative financial instruments132,0181,582

Total current liabilities155,959108,911

Non-current liabilities

Trade and other payables221,1483,851

Borrowings23164,162144,564

Derivative financial instruments134,9764,825

Deferred tax liabilities946,87841,613

Total non-current liabilities217,164194,853

Total liabilities373,123303,764

Equity

Share capital26176,357176,357

Revaluation and other reserves26128,76481,289

Retained earnings108,65386,793

Total equity attributable to equity holders of the Parent413,774344,439

Non-controlling interests11,8192,383

Total equity425,593346,822

Total liabilities and equity798,716650,586

Prof. K.J. Lutz C.A. Campbell

Director (Chairman) Director (Chair of Finance, Risk and Investment Committee)

28 February 2018 28 February 2018

The accompanying notes form an integral part of these financial statements.

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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

For the year ended 31 December 2017

STATEMENT OF CASH FLOWS

NOTES

2017

$’000

2016

$’000

Cash flows from operating activities

Cash was provided from:

Cash receipts from customers1,111,642889,145

Income tax refund562,111

Other527197

Cash was disbursed to:

Payments to suppliers and employees(1,080,642)(837,829)

Interest paid(8,952)(9,041)

Income taxes paid(8,909)(4,827)

Net cash inflow from operating activities1013,72239,756

Cash flows from investing activities

Cash was provided from:

Dividends received from joint ventures and associates5,1676,228

External loan repayments from suppliers, customers, joint ventures and

associates

228414

Proceeds from sale of Floramax2,280 -

Proceeds from sale of the Fruit Case Company - 15,391

Proceeds from sale of other property, plant and equipment14010,032

Acquisition of business182,094 -

Other - 260

Cash was disbursed to:

Purchase of property, plant and equipment15(20,374)(31,021)

Purchase of intangible assets16(3,284)(3,024)

Purchase of equity interest(1,045) -

Other(224) -

Net cash (outflow) from investing activities(15,018)(1,720)

Cash flows from financing activities

Cash was provided from:

Net proceeds from short-term borrowings12,100 -

Proceeds from long-term borrowings25,000 -

Cash was disbursed to:

Dividends paid to non-controlling interests27(2,261)(550)

Dividends paid to Parent's shareholders27(7,353)(1,148)

Repayment of long-term borrowings(9,812)(20,500)

Deferred consideration on purchase of non-controlling interests(3,094)(2,064)

Deferred consideration on purchase of business(500)(1,500)

Purchase of non-controlling interest in subsidiary - (4,421)

Bank facility fees and transaction fees8(3,480)(3,055)

Other(514)(449)

Net cash inflow / (outflow) from financing activities2410,086(33,687)

Net increase in cash and cash equivalents8,7904,349

Foreign currency translation adjustment546(939)

Cash and cash equivalents at the beginning of the year17,06413,654

Cash and cash equivalents at the end of the year26,40017,064

The accompanying notes form an integral part of these financial statements.

1. GENERAL INFORMATION

Reporting entity and statutory base

T&G Global Limited (the Parent) and its subsidiary companies

(the Group), are recognised as New Zealand’s leading grower,

distributor, marketer and exporter of premium fresh produce in

over 60 countries around the world. Key categories for the Group

include apples, pears, grapes, citrus (lemons, mandarins and navel

oranges), kiwifruit, asparagus, berries and tomatoes.

These consolidated financial statements presented are for the

Group which comprises the Parent and its subsidiaries, joint

ventures and associates as at 31 December 2017.

The Parent is registered in New Zealand under the Companies Act

1993 and is a FMC Reporting Entity under the Financial Market

Conducts Act 2013, and the Financial Reporting Act 2013.

The Parent is a limited liability company incorporated and

domiciled in New Zealand and is listed on the New Zealand Stock

Exchange. The address of its registered office is 1 Clemow Drive,

Mount Wellington, Auckland.

BayWa Aktiengesellschaft (the Ultimate Parent) is the ultimate

parent of the Group.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in

accordance with New Zealand Generally Accepted Accounting

Practice (NZ GAAP). They have been prepared in accordance with

New Zealand equivalents to International Financial Reporting

Standards and other applicable New Zealand Financial Reporting

Standards as appropriate for profit-oriented entities (NZ IFRS), and

International Financial Reporting Standards (IFRS).

These consolidated financial statements are expressed in New

Zealand dollars which is the presentation currency. All financial

information has been rounded to the nearest thousand ($’000)

unless otherwise stated.

Measurement basis

The measurement basis adopted in the preparation of these

consolidated financial statements is historical cost except for

certain assets and liabilities identified in specific accounting

policies which are stated at fair value.

Basis of consolidation

In preparing these consolidated financial statements, subsidiaries

are fully consolidated from the date on which the Group gains

control until the date on which control ceases. All intercompany

transactions, balances, income and expenses between the Group’s

companies are eliminated. Accounting policies of subsidiaries, joint

ventures and associates have been aligned where necessary to

ensure consistency with policies adopted by the Group.

The Group applies the acquisition method to account for business

combinations. The consideration transferred for the acquisition of

a subsidiary is the fair value of the assets transferred, the liabilities

incurred to the former owners of the acquiree and the equity

interests issued by the Group. The consideration transferred

includes the fair value of any asset or liability resulting from a

contingent consideration arrangement.

Identifiable assets acquired, and liabilities and contingent liabilities

assumed in a business combination are measured initially at fair

values at the acquisition date. The Group recognises any non-

controlling interest in the acquiree on an acquisition-by-acquisition

basis, either at fair value or at the non-controlling interest’s

proportionate share of the recognised amounts of the acquiree’s

identifiable assets.

Acquisition related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition

date fair value of the acquirer’s previously held equity interest in

the acquiree is initially remeasured at fair value at the acquisition

date through profit or loss.

Goodwill is initially measured as the excess of the aggregate of the

consideration transferred and the amount of any non-controlling

interest and fair value of the acquirer’s previously held interest

(if any) over the net identifiable assets acquired and liabilities

assumed. If this consideration is lower than the fair value of the

net assets of the subsidiary acquired, the difference is recognised

in profit or loss.

Basis of accounting

Significant accounting policies are set out within the notes to

which those policies are applicable and are designated with a

symbol. Other significant accounting policies that are pervasive

throughout the financial statements are set out on the following

page. There have been no changes made to accounting policies

during the year.

NOTES TO THE FINANCIAL STATEMENTS

16
17

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

2. BASIS OF PREPARATION (CONTINUED)

Foreign currency translation

The assets and liabilities of the Group’s companies that do

not have New Zealand dollars as their functional currency are

translated to New Zealand dollars at foreign exchange rates

ruling at balance sheet date. The revenues and expenses of these

foreign operations are translated to New Zealand dollars at rates

approximating the foreign exchange rates ruling at the dates of

the transactions. Exchange differences arising from the translation

of foreign operations are recognised in other comprehensive

income and accumulated in the foreign currency translation

reserve.

Non-monetary assets and liabilities that are measured at historical

cost in a foreign currency are translated using the exchange rate

on the date of the transaction. Non-monetary assets and liabilities

denominated in foreign currencies that are stated at fair value are

translated to New Zealand dollars at the foreign exchange rate on

the dates that the fair value was determined.

Fair value estimation

Where fair value measurement has been applied, a symbol

designates the paragraph describing the valuation method used.

The Group uses various valuation methods to determine the fair

value of certain assets and liabilities. The inputs to the valuation

methods used to measure fair value are categorised into three

levels:










Goods and Services Tax (GST)

The income statement, statement of comprehensive income

and statement of cash flows have been presented with all items

exclusive of GST. All items in the balance sheet are stated net

of GST, except for receivables and payables, which include GST

invoiced.

Critical accounting estimates and judgments

The Group makes estimates and judgments concerning the future.

The resulting accounting estimates may, by definition, not equal

the related actual results. The estimates and judgments that have

a potential risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year

are discussed within the notes to which those judgments are

applicable and are designated with a symbol.

3. NEW ACCOUNTING STANDARDS,

AMENDMENTS AND INTERPRETATIONS

New standards, amendments and interpretations adopted in

the current year

The following amendment is mandatory for the Group’s current

accounting period.

Disclosure Initiative - Amendments to NZ IAS 7 Statement of

Cash Flows (NZ IAS 7)

Amendments to NZ IAS 7 requires disclosures that enables users

of financial statements to evaluate changes in liabilities arising

from financing activities, including both cash and non-cash

changes. The amendment is effective for periods beginning on or

after 1 January 2017 and applies prospectively. This amendment

has no impact on the financial statements, other than additional

disclosures. Refer to note 24 for further information.

New standards, amendments and interpretations not yet

adopted

New standards, amendments and interpretations have been

published that will be mandatory for the Group’s accounting

periods beginning on or after 1 January 2018. The standards that

will have an impact on the Group are discussed below. None of

these have been early adopted:

NZ IFRS 9 Financial Instruments (NZ IFRS 9)

NZ IFRS 9 addresses the classification, measurement and

derecognition of financial assets and financial liabilities, introduces

a new impairment model for financial assets, and introduces new

rules for hedge accounting. The standard is effective for periods

beginning on 1 January 2018 and replaces the guidance currently

in NZ IAS 39 Financial Instruments: Recognition and Measurement

(NZ IAS 39).

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

Level 1: Quoted prices (unadjusted) in active markets for

identical assets or liabilities.

Level 2: Inputs other than quoted prices included within

level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from

prices).

Level 3: Inputs for the asset or liability that are not based on

observable market data (that is, unobservable inputs).

3. NEW ACCOUNTING STANDARDS,

AMENDMENTS AND INTERPRETATIONS

(CONTINUED)

New standards, amendments and interpretations not yet

adopted (continued)

NZ IFRS 9 Financial Instruments (NZ IFRS 9) (continued)

The Group has reviewed its financial assets and liabilities and is

expecting the following impacts from the adoption of the new

standard.

Classification and measurement

NZ IFRS 9 removes the existing NZ IAS 39 financial asset categories

of ‘Held to maturity’, ‘Loans and receivables’, and ‘Available for

sale’ and replaces these with new measurement categories of

‘Measured at amortised cost’ and ‘Fair value’. ‘Fair value’ can be

classified as ‘Fair value through Other Comprehensive Income’

(FVTOCI), or ‘Fair value through Profit or Loss’ (FVTPL).

The Group does not believe that the new classification and

measurement requirements of NZ IFRS 9 will have a material

impact on its balance sheet or equity.

The Group’s cash and cash equivalents, loans receivable, and

trade and other receivables are held to collect contractual cash

flows that are expected to represent solely payments of principal

and interest. On adoption of NZ IFRS 9 these financial assets

will continue to be measured at amortised cost and classified as

‘Measured at amortised cost’.

The Group has unlisted shares which it intends to hold for the

foreseeable future. Fair value movements in the shares are

currently recorded in other comprehensive income and the

unlisted shares are classified as ‘Available-for-sale’. On adoption of

NZ IFRS 9, the Group will elect to classify these shares as FVTOCI.

This will not have a significant impact on the accounting for the

unlisted shares with some changes to presentation and disclosure

in the financial statements.

There is no significant impact on the Group’s accounting for

financial liabilities as the new requirements only affect the

accounting for financial liabilities that are designated at fair value

through profit or loss, and the Group does not have any material

financial liabilities that are designated at fair value through profit

or loss.

Impairment

NZ IFRS 9 introduces a new impairment model that requires the

recognition of impairment provisions based on expected credit

losses (ECL) rather than only incurred credit losses as was the case

under NZ IAS 39.

The new impairment model applies to the Group’s financial assets

measured at amortised cost and consequently the Group will be

required to record expected credit losses, either on a 12-month

or lifetime basis, on all loans receivable and trade and other

receivables.

The Group will apply the simplified approach and record lifetime

expected losses on all trade receivables. With its loans receivable,

the Group intends on applying the general approach recognising

12-month expected credit losses as the Group expects there

will not be any significant increases in credit risk for its credit

exposures. This will be monitored on an on-going basis.

In general, the Group anticipates that the application of the new

impairment model will result in earlier recognition of credit losses,

and will increase the amount of loss allowance recognised on

applicable items.

Hedging

The Group expects that all existing hedge relationships that

are currently designated in effective hedging relationships will

continue to qualify for hedge accounting under NZ IFRS 9.

For its foreign exchange options, the Group expects to continue

designating both the intrinsic value and time value of the option

as the hedging instrument. Changes in the fair value of options

will continue to be recorded in the ‘cash flow hedge reserve’ within

equity.

For its forward exchange contracts, the Group expects to continue

designating both the spot element and the forward element of the

forward contract as the hedging instrument. Changes in the fair

value of the forward contract will continue to be recorded in the

‘cash flow hedge reserve’ within equity.

Any ineffectiveness from the hedge relationship will be recognised

in profit or loss.

Disclosure

NZ IFRS 9 also introduces expanded disclosure requirements

and changes in presentation for financial instruments. These

are expected to change the nature and extent of the Group’s

disclosures of its financial instruments particularly in the year of

adoption.

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

18
19

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

3. NEW ACCOUNTING STANDARDS,

AMENDMENTS AND INTERPRETATIONS

(CONTINUED)

New standards, amendments and interpretations not yet

adopted (continued)

NZ IFRS 15 Revenue from Contracts with Customers (NZ IFRS 15)

NZ IFRS 15 is the new standard for the recognition of revenue

effective from 1 January 2018. This new standard replaces the

guidance in NZ IAS 18 Revenue, which covers revenue from

contracts for goods and services, and NZ IAS 11 Construction

Contracts, which covers accounting for revenue earned through

construction contracts.

NZ IFRS 15 is based on the core principle that revenue is

recognised when control of goods or services transfers to a

customer, and that the amount of revenue recognised reflects

the consideration to which an entity expects to be entitled to

in exchange for those goods or services which are delivered or

performed under contracts with customers.

The Group recognises revenue from the following major sources:

• Sale of fresh fruit and vegetables to local and export markets.

• Provision of coolstore and packhouse services.

• Agency commission earnt on fresh fruit and vegetables and

processed food products.

Sale of goods and provision of services

Revenue from goods and services is currently recognised when

ownership of goods changes hands, or when services are

performed. Under NZ IFRS 15, revenue is recognised and allocated

to performance obligations as they are met.

With regards to the sale of goods and provision of services it is

expected that the timing of revenue recognition and allocation of

revenue under NZ IFRS 15 will be consistent with current practices.

No significant impacts are anticipated as there is a simultaneous

transfer of goods and services on delivery of those goods and

services.

Principal and agency arrangements

Currently the Group determines that it acts as an agent in specific

arrangements as it does not have:

• Rights to the title of goods or responsibility in respect of

goods sold.

• Credit risk in respect of the supply of the goods.

• Ability to vary the selling prices of the goods.

• Primary responsibility for providing the goods or services to

the end-customer or for fulfilling the order.

Under NZ IFRS 15, to determine if the Group is acting as a principal

or an agent the Group is required to assess whether it controls a

specified good or service before it is transferred to the customer.

This is not dissimilar to the Group’s current practice in determining

if it is acting as a principal or agent.

The Group intends to use the modified retrospective method to

transition to NZ IFRS 15. The above represents the Group’s initial

analysis on adoption of NZ IFRS 15 and it will continue to refine its

assessment.

NZ IFRS 16 Leases (NZ IFRS 16)

NZ IFRS 16 deals with the recognition, measurement, presentation

and disclosure of leases and replaces the current guidance in NZ

IAS 17 Leases (NZ IAS 17). The new standard introduces a single

model for lessees which recognises all leases on the balance sheet

through an asset representing the rights to use the leased item

during the lease term and a liability for the obligation to make

lease payments. This removes the distinction between operating

and finance leases and aims to provide users of the financial

statements relevant information to assess the effect that leases

have on the balance sheet, income statement and cash flows of

the reporting entity. Lessor accounting remains largely unchanged

from NZ IAS 17. This standard is effective for periods beginning 1

January 2019 with early adoption permitted. The Group is yet to

assess the impact of adopting NZ IFRS 16.

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

3. NEW ACCOUNTING STANDARDS,

AMENDMENTS AND INTERPRETATIONS

(CONTINUED)

New standards, amendments and interpretations not yet

adopted (continued)

Amendments to NZ IFRS 10 Consolidated Financial Statements

(NZ IFRS 10) and NZ IAS 28 Investments in Associates and Joint

Ventures (NZ IAS 28)

The amendments to NZ IFRS 10 and NZ IAS 28 deal with situations

where there is a sale or contribution of assets between an

investor and its joint venture or associate. The amendments

state that gains or losses resulting from the loss of control of a

subsidiary that does not contain a business in a transaction with

a joint venture or associate that is accounted for using the equity

method, are recognised in the income statement only to the

extent of the unrelated investors’ interests in that joint venture or

associate.

Gains and losses resulting from the remeasurement of

investments retained in any former subsidiary to fair value are

recognised in the income statement only to the extent of the

unrelated investors’ interests in the new joint venture or associate.

The effective date of the amendments has yet to be set by the

International Accounting Standards Board. In New Zealand,

an effective date for periods beginning on 1 January 2020

was determined. Early application of the amendments is

permitted. Management anticipates that the application of these

amendments may have an impact on the Group’s consolidated

financial statements in future periods should such transactions

arise.

Other standards, amendments and interpretations

There are other standards, amendments and interpretations

which have been approved but are not yet effective. The Group

expects to adopt other standards when they become mandatory.

None are expected to materially impact the Group’s financial

statements, although may result in change in disclosure.

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

20
21

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

4. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The

chief operating decision-makers have been identified as the Chief Executive Officer and the Chief Financial Officer for the Group.

The chief operating decision-makers assess the performance of the operating segments based on operating profit, which reflects earnings

before net financing expenses, share of profit from joint ventures and associates, other income, other expenses and income tax benefit /

(expense). Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment

as well as those that can be allocated on a reasonable basis.

No single external customer’s revenue accounts for 10% or more of the Group’s revenue.

Operating segments

The Group comprises the following main operating segments:

Segment information provided to the chief operating decision-makers for the reportable segments is shown in the following tables:

OPERATING SEGMENTSIGNIFICANT OPERATIONS

PipfruitGrowing, packing, cool storing, sales and marketing of pipfruit worldwide.

International Produce

International trading activities other than pipfruit. Major markets are Asia, Australia and the

Pacific. Product is sourced from New Zealand, Australia, North America, South America and

Europe.

New Zealand Produce

Growing, trading and transport activities within New Zealand. This incorporates the New Zealand

wholesale markets and the tomato, kiwifruit and citrus growing operations.

Processed Foods

Processed foods includes manufacturing in New Zealand, global sales and marketing of

processed foods, and trading activities in Australia, New Zealand, Hong Kong and North America.

Other

Includes properties and corporate costs, as well as flower auction activities until the sale of the

Floramax business unit in March 2017.

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

2017

Total segment revenue575,897231,754242,61574,6577881,125,711

Inter-segment revenue(672)(8,357)(10,216) - - (19,245)

Revenue from external customers575,225223,397232,39974,6577881,106,466

Purchases, raw materials and consumables used(442,792)(198,861)(124,737)(68,225)319(834,296)

Depreciation and amortisation expenses(11,877)(749)(6,341)(2,630)(1,782)(23,379)

Net other operating expenses(92,995)(23,608)(91,856)(8,917)(10,624)(228,000)

Segment operating profit / (loss)27,5611799,465(5,115)(11,299)20,791

Net financing expenses(11,144)

Share of profit from joint ventures908

Share of profit from associates435

Other income25,289

Other expenses(13,954)

Profit before income tax22,325

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

4. SEGMENT INFORMATION (CONTINUED)

The Group is domiciled in New Zealand. The total revenues from external customers in New Zealand and other regions are:

The total non-current assets other than trade and other receivables, derivative financial instruments and available-for-sale investments

located in New Zealand and other countries are:

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

2016

Total segment revenue302,746250,734235,21993,5556,123888,377

Inter-segment revenue(1,428)(7,749)(7,429) - - (16,606)

Revenue from external customers301,318242,985227,79093,5556,123871,771

Purchases, raw materials and consumables used(208,077)(216,491)(120,228)(83,162)(2,430)(630,388)

Depreciation and amortisation expenses(9,764)(538)(6,405)(2,757)(1,832)(21,296)

Net other operating expenses(50,981)(23,794)(92,213)(10,652)(9,043)(186,683)

Segment operating profit / (loss)32,4962,1628,944(3,016)(7,182)33,404

Net financing expenses(11,951)

Share of profit from joint ventures2,865

Share of profit from associates4,733

Other income13,044

Profit before income tax42,095

2017

$’000

2016

$’000

New Zealand301,401278,702

Australia and Pacific Islands136,345141,592

Asia277,950296,802

Americas79,13879,005

Europe311,63275,670

Total1,106,466871,771

2017

$’000

2016

$’000

New Zealand480,086408,163

Other50,27233,162

Total530,358441,325

22
23

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

5. REVENUE

Revenue is measured at the fair value of the consideration received or receivable net of discounts, returns and GST.

Revenue comprises commission earnings and amounts received and receivable by the Group for goods and services supplied

in the ordinary course of business. Revenue from the sale of goods is recognised in the income statement when the significant

risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income

statement in proportion to the stage of completion of the transaction at the balance date. Revenue from royalties is recognised

on an accruals basis in accordance with the substance of the relevant agreements.

Principal and agency arrangements

The Group assesses its revenue arrangements against specific criteria to determine if it is acting as the principal or agent in a

revenue transaction.

When the Group acts in the capacity of the principal, the portion of revenue earned is recognised as gross revenue. When the

Group acts in the capacity of the agent, it recognises net commission revenue from the transaction.

The Group holds arrangements in which it acts as the principal and other arrangements in which it acts as the agent. The

following factors have been used by the Group in distinguishing whether it acts as the principal or the agent in specific

arrangements:

• Rights to the title of the goods and responsibility in respect of the goods sold.

• Credit risk in respect of the supply of the goods.

• Ability to vary the selling prices of the goods.

• Primary responsibility for providing the goods or services to the end-customer or for fulfilling the order.

2017

$’000

2016

$’000

Sale of goods985,396775,311

Commissions45,84230,498

Services68,77661,821

Royalties6,4524,141

Total1,106,466871,771

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

6. OTHER INCOME

Other operating income

Other operating income consists of the following:

Other income

Other income consists of the following non-operating activities:

7. EXPENSES

Depreciation and amortisation expenses

NOTES

2017

$’000

2016

$’000

Gain on sale of investment - 700

Net exchange gains9608,588

Net gain from changes in fair value of biological assets143,8197,352

Net gain from reversal of previous property, plant and equipment

revaluation changes through profit and loss

1,002 -

Rent2,5592,082

Other45495

Total8,79418,817

NOTES

2017

$’000

2016

$’000

Gain on acquisition of equity interest in Grandview Brokerage LLC1915,381 -

Gain on disposal of property, plant and equipment in Floramax1,702 -

Gain on revaluation of investment in Worldwide Fruit Limited188,206 -

Gain on sale of the Fruit Case Company - 11,864

Gain on sale of other property, plant and equipment - 1,180

Total25,28913,044

NOTES

2017

$’000

2016

$’000

Depreciation1521,61419,970

Amortisation161,7651,326

Total23,37921,296

24
25

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

7. EXPENSES (CONTINUED)

Other operating expenses

Other operating expenses includes the following:

NOTES

2017

$’000

2016

$’000

Directors' fees30455480

Fleet costs20,14818,316

Net impairment of trade receivables11693,454

Net loss on disposal of property, plant and equipment224159

Professional fees10,1808,306

Promotion costs7,0045,694

Rental and property related costs22,38619,497

Repairs and maintenance8,8668,676

Research and development1,9841,390

Travel and accommodation5,6334,614

Employee benefits expenses

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as

incurred.

Short-term employee benefits

Employee entitlements to salaries and wages and annual leave, to be settled within twelve months of the reporting date,

represent present obligations resulting from employees’ services provided up to the reporting date, calculated at undiscounted

amounts based on remuneration rates that the Group expects to pay.

During the year, contributions of $3.8 million were made by the Group towards employees’ superannuation schemes (2016: $2.7 million).

Audit fees

Audit fees of the Group and related services from the Group’s auditors consist of the following:

2017

$’000

2016

$’000

Deloitte Limited and affiliated firms

Audit of the financial statements679644

Audit related services1631

Other services3634

Other auditors

Audit services provided314104

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

7. EXPENSES (CONTINUED)

Audit fees (continued)

Services performed by Deloitte Limited in 2017 comprise the following:

• Audit of statutory financial statements for the Group and individual subsidiary companies, including offshore subsidiaries with local

statutory audit requirements where Deloitte Limited, or a member of its network, is the auditor.

• Audit related services including procedures relating to the interim financial statements, scrutineering services at the annual

shareholders’ meeting and forensic services.

• Agreed upon procedures and review of solvency return for a captive insurance subsidiary.

• Other services including whistle blower hotline services and administration of the corporate tax payer group.

During the year, subsidiaries of the Group engaged other auditors to perform audit services and the fees paid were as follows:

Other expenses

Other expenses consists of the following non-operating activities:

2017

$’000

2016

$’000

BDO for Delica (Shanghai) Fruit Trading Company Limited97

Burgess Hodgson LLP for Worldwide Fruit Limited49 -

EY for ENZAFRUIT New Zealand (U.K.) Limited -16

HLB Mann Judd for Delica Australia Pty Limited, Delica Domestic Pty Limited and T&G

Vizzarri Farms Pty Limited

95 -

Hutchinson and Bloodgood LLP for Delica North America, Inc.12041

Moss Adams LLP for ENZAFRUIT Products Inc.4140

Total314104

NOTES

2017

$’000

2016

$’000

Impairment of inventories1,713 -

Impairment of intangible assets16890 -

Impairment of property, plant and equipment1511,351 -

Total13,954 -

26
27

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

8. NET FINANCING EXPENSES

9. TAXATION

Income tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the relevant taxation

authorities based on the current period’s taxable income and any adjustments in respect of previous years.

Deferred tax

Deferred tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their

carrying amounts for financial reporting purposes.

Income tax is recognised in the income statement apart from when it relates to items recognised directly in other comprehensive

income or equity, in which case it is recognised in other comprehensive income or equity.

(a) Taxation on profit before income tax

2017

$’000

2016

$’000

Finance expenses

Interest expense on borrowings(8,169)(8,817)

Effective interest on long-term receivables(252)(123)

Effective interest on deferred consideration(102)(155)

Interest expense on finance lease liabilities(32)(45)

Bank facility and line fees(3,480)(3,055)

Total(12,035)(12,195)

Finance income

Interest income784244

Other107 -

Total891244

Net financing expenses(11,144)(11,951)

2017

$’000

2016

$’000

Current tax (expense)(3,809)(11,339)

Deferred tax credit4,0811,680

Total272(9,659)

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

9. TAXATION (CONTINUED)

(b) Reconciliation of prima facie taxation and tax expense

The taxation expense that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:

(c) Deferred taxation

Balance of temporary differences

Expected settlement

2017

$’000

2016

$’000

Profit before income tax22,32542,095

Prima facie taxation at 28% (2016: 28%)(6,251)(11,787)

(Add) / deduct tax effect of:

Non-deductible items(364)(3,606)

Non-taxable items6,7856,314

Overstatement / (understatement) of prior year's provision516(766)

Imputation credit / foreign tax credits available for future periods164359

Other(578)(173)

Total272(9,659)

Property,

plant and

equipment

$’000

Intangible

assets

$’000

Biological

assets

$’000

Provisions

and accruals

$’000

Other

$’000

Total

$’000

2017

Balance as at 1 January(37,397)(995)(6,560)3,25188(41,613)

Recognised in income statement2,837(47)(1,013)(490)2,7944,081

Recognised in equity(8,300) - - - - (8,300)

Recognised on acquisition(399)(647) - - - (1,046)

Balance as at 31 December(43,259)(1,689)(7,573)2,7612,882(46,878)

2016

Balance as at 1 January(38,410)(940)(5,290)2,61914(42,007)

Recognised in income statement2,299(55)(1,270)632741,680

Recognised in equity(1,286) - - - - (1,286)

Balance as at 31 December(37,397)(995)(6,560)3,25188(41,613)

2017

$’000

2016

$’000

Deferred tax liabilities expected to be settled within 12 months(1,930)(3,221)

Deferred tax liabilities expected to be settled in more than 12 months(44,948)(38,392)

Total(46,878)(41,613)

28
29

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

9. TAXATION (CONTINUED)

(d) Imputation credits

The Group had a negative imputation credit account balance of $0.4 million as at 31 December 2017 (2016: $2.3 million negative balance)

and the Group will be making a voluntary payment before 31 March 2018 to ensure the balance is in credit at that time.

10. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM

OPERATING ACTIVITIES

NOTES

2017

$’000

2016

$’000

Profit for the year22,59732,436

Adjusted for non-cash items:

Amortisation expense161,7651,326

Depreciation expense1521,61419,970

Effective interest on deferred consideration8102155

Movement in deferred tax9(4,081)(1,680)

Movement in provision for receivables impairment11693,454

Share of profit of joint ventures20(908)(2,865)

Share of profit of associates21(435)(4,733)

Other movements2,373483

20,49916,110

Adjusted for investing and financing activities:

Bank facility and line fees83,4803,055

(Gain) on acquisition of equity interest in Grandview Brokerage LLC6(15,381) -

(Gain) on revaluation of investment in Worldwide Fruit Limited6(8,206) -

(Gain) on reversal of previous property, plant and equipment revaluation

changes through profit and loss

6(1,002) -

(Gain) on sale of investment6 - (700)

(Gain) on disposal of property, plant and equipment in Floramax6(1,702) -

(Gain) on sale of the Fruit Case Company6 - (11,864)

(Gain) / loss on sale of other property, plant and equipment224(1,021)

Impairment of intangible assets7890 -

Impairment of property, plant and equipment711,351 -

(10,346)(10,530)

Impact of changes in working capital items net of effects of non-cash

items, and investing and financing activities

(Increase) / decrease in debtors and prepayments(25,411)497

(Increase) in biological assets(4,104)(3,875)

Increase / (decrease) in creditors and provisions11,191(1,025)

Decrease in inventories6,2632,645

(Increase) / decrease in taxation receivable and increase / (decrease) in

taxation payable

(6,967)3,498

Total(19,028)1,740

Net cash inflow from operating activities13,72239,756

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

11. TRADE AND OTHER RECEIVABLES

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest

method, less any provision for doubtful debts for uncollectible amounts.

A provision for doubtful debts is established when there is objective evidence that the Group will not be able to collect all

amounts due according to the original terms of receivables.

NOTES

2017

$’000

2016

$’000

Current

Gross trade receivables132,80697,996

Less: Provision for doubtful debts(540)(4,190)

Prepayments13,7489,890

GST and other taxes4,9903,386

Receivables from joint ventures2048507

Receivables from associates211,768534

Receivables from Ultimate Parent30536181

Receivables from Ultimate Parent's associate3083 -

Other receivables290240

Total153,729108,544

Non-current

Trade receivables 7,7446,320

Prepayments1,6771,689

Receivables from associates21179252

Other receivables437642

Total10,0378,903

2017

$’000

2016

$’000

Analysis of non-impaired trade receivables

Not past due98,22276,355

Past due 1-30 days28,47116,430

Past due 31-60 days6,6104,932

Past due 61-90 days4,393792

Past due over 90 days2,3141,617

Total140,010100,126

30
31

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

11. TRADE AND OTHER RECEIVABLES (CONTINUED)

The Group has numerous credit terms for various customers. These credit terms vary depending on the services provided and the

customer relationship.

All trade receivables are individually reviewed regularly for impairment as part of normal operating procedures and provided for where

appropriate.

The Group makes advances to customers, suppliers, joint ventures and associates. All advances are within the agreed credit periods. The

Group’s policy requires security to be taken for advances to third parties. This security ranges from charges over property and assets to

personal guarantees.

12. INVENTORIES

Inventories are stated at the lower of cost (first in, first out basis) or net realisable value. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

The cost of inventories recognised as an expense and included in ‘Purchases, raw materials and consumables used’ in the income

statement for the year ended 31 December 2017 amounted to $768.9 million (2016: $576.0 million).

2017

$’000

2016

$’000

Analysis of movements in the provision for doubtful debts

Balance at 1 January4,190736

Additions to provision for doubtful debts5563,821

Reversal of unused provision for doubtful debts(487)(241)

Receivables written off during the year as uncollectible(3,719)(126)

Balance at 31 December5404,190

2017

$’000

2016

$’000

Finished and semi-finished goods31,00332,967

Raw materials6891,122

Consumables (including packaging)5,8447,283

Total37,53641,372

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

13. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are used to hedge exchange rate and interest rate risks. The Group does not hold or issue

derivative financial instruments for trading purposes. Derivative financial instruments are recognised at fair value. Any resulting

gains or losses are recognised in the income statement unless the derivative financial instrument has been designated into a

hedge relationship that qualifies for hedge accounting.

Cash flow hedges

Cash flow hedges are currently applied to forecast transactions that are subject to foreign currency fluctuations and future

interest cash flow on loans. The Group recognises the effective portion of changes in the fair value of derivative financial

instruments that qualify as cash flow hedges in other comprehensive income. These accumulate as a separate component of

equity in the cash flow hedge reserve.

Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income statement. Amounts taken to

equity are transferred to the income statement when the hedged transaction affects the income statement.

2017

$’000

2016

$’000

Current assets

Cash flow hedges

Forward foreign exchange contracts2,5212,911

Foreign currency options1,0563,741

Fair value through profit or loss

Forward foreign exchange contracts10529

Total3,6826,681

Non-current assets

Cash flow hedges

Forward foreign exchange contracts1,2931,696

Foreign currency options297614

Interest rate swaps58516

Total1,6482,826

Current liabilities

Cash flow hedges

Forward foreign exchange contracts1,2561,224

Foreign currency options466248

Interest rate swaps25359

Fair value through profit or loss

Forward foreign exchange contracts4351

Total2,0181,582

32
33

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

13. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

14. BIOLOGICAL ASSETS

Biological assets consist of unharvested fruit growing on bearer plants, and are stated at fair value based on their present

location and condition less estimated point-of-sale costs. Any gain or loss from changes in the fair value of biological assets is

recognised in the income statement.

Point-of-sale costs include all other costs that would be necessary to sell the assets.

The fair value of the Group’s apples, blueberries, citrus fruit, kiwifruit and tomatoes is determined by management using a

discounted cash flow approach.

Costs are based on current average costs and referenced back to industry standard costs. The costs are variable depending on

the location, planting and the variety of the biological asset. A suitable discount rate has been determined in order to calculate

the present value of those cash flows. The fair value of biological assets at or before the point of harvest is based on the value of

the estimated market price of the estimated volumes produced, net of harvesting and growing costs. Changes in the estimates

and assumptions supporting the valuations could have a material impact on the carrying value of biological assets and reported

profit.

The following significant assumptions and considerations have been taken into account in determining the fair value of the

Group’s biological assets:

• Forecasts for the following year based on management’s view of projected cash flows, including sales and margins, adjusted

for inflation, location and variety of crops.

• Discount rates to adjust for risks inherent to the crop, including natural events, disease or any other adverse factors that

may impact the quality, yield or price.

• Any significant changes to management of the crop in the current and following year.

2017

$’000

2016

$’000

Non-current liabilities

Cash flow hedges

Forward foreign exchange contracts963738

Foreign currency options250312

Interest rate swaps3,7633,775

Total4,9764,825

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Fair value measurement

Techniques applied by the Group which are used to value biological assets are considered to be level 3 in the fair value

hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have been no transfers between

levels during the year.

The unobservable inputs used by the Group to fair value its biological assets are detailed below:

2017

$’000

2016

$’000

Balance at 1 January22,94319,068

Capitalised costs36,57328,715

Change in fair value less costs to sell3,8197,352

Decrease due to harvest(36,288)(32,192)

Balance at 31 December 27,047 22,943

PRODUCEUNOBSERVABLE INPUTS

RANGE OF UNOBSERVABLE INPUTS

20172016

Apples

Tray carton equivalent (TCE) per hectare per annum

Export prices per export TCE

Risk-adjusted discount rate

1,800 to 6,000

$20 to $60

25%

2,500 to 4,750

$20 to $50

25%

Blueberries

Tonnes per hectare per annum

Annual gate price per kilogram (kg) per season

Risk-adjusted discount rate

6.1

$12.95 to $19.65

18%

10.9

$9.65 to $19.65

18%

Citrus

Tonnes per hectare per annum

Annual gate price per tonne per season

Risk-adjusted discount rate

16 to 35

$1,000 to $1,800

14%

23 to 40

$1,300 to $2,430

14%

Kiwifruit

Trays per hectare per annum

Annual gate price per trays per season

Risk-adjusted discount rate

8,500 to 15,000

$2.20 to $8.77

18%

8,500 to 15,000

$4.67 to $7.10

18%

Tomatoes

Tonnes per hectare per annum

Annual price per kg per season

Risk-adjusted discount rate

174 to 620

$1.21 to $17.59

25%

182 to 580

$1.73 to $17.80

25%

As the yield per hectare and gate price or export price per TCE increases, the fair value of biological assets increases. As the discount rate

used increases, the fair value of biological assets decreases.

34
35

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Fair value measurement (continued)

The following table details the fair values of the Group’s biological assets at 31 December:

(1)

Included in ‘Other’ are grapes and strawberries.

Risk

Being involved in agricultural activity, the Group is exposed to financial risks arising from adverse climatic or natural events. Financial risk

also arises through adverse changes in market prices or volumes harvested, and adverse movements in foreign exchange rates.

Price risk is mitigated by close monitoring of commodity prices and factors that influence those commodity prices. The Group also takes

reasonable measures to ensure that harvests are not affected by climatic and natural events, disease, or any other factors that may

negatively impact on the quality and yield of crop. Foreign currency risk is mitigated by using derivative instruments such as foreign

currency hedging contracts to hedge foreign currency exposure.

Activity on productive owned and leased land

The owned and leased land growing different types of biological assets are detailed in the table below:

2017

$’000

2016

$’000

Apples19,92617,822

Blueberries496453

Citrus2,2031,962

Kiwifruit1,9131,335

Tomatoes2,5091,065

Other

(1)

- 306

Total27,04722,943

2017

HECTARES

2016

HECTARES

Apples756721

Blueberries1111

Citrus153155

Grapes4874

Kiwifruit4642

Tomatoes2929

Other12

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Activity on productive owned and leased land (continued)

The production on owned and leased land by agricultural produce type for the 2016 and 2017 years is presented in the table below:

15. PROPERTY, PLANT AND EQUIPMENT

Commercial land and improvements, orchard land and improvements, and buildings are stated at their fair value less

accumulated depreciation and impairment losses. All other items of property, plant and equipment are stated at their cost less

accumulated depreciation and impairment losses.

Revaluations

The Group’s policy is to revalue commercial land and improvements, orchard land and improvements, and buildings every three

years with valuations being performed by independent registered valuers based on the price that would be received to sell

the asset in an orderly transaction between market participants under current market conditions. Valuation assessments are

performed earlier than every three years if market evidence suggests that property values have moved materially since the time

of the last valuation assessment.

All property valuers used are members of the New Zealand Institute of Valuers, with the exception of the valuers appointed in

Belgium, Peru and the United Kingdom who have the appropriate expertise as required in those jurisdictions.

The revaluations are conducted on a systematic basis across the Group so that the asset revaluations are performed with

sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair

value at balance date. Where valuations are not obtained for land and improvements, and buildings, the carrying values of these

assets are reassessed for any material change.

Any increase in value that offsets a previous decrease in value of the same asset is charged to the income statement. Any other

increase is recognised directly in other comprehensive income and accumulated in the asset revaluation reserve. Any decrease

in value that offsets a previous increase in value of the same asset is charged against the revaluation reserve. Any other decrease

in value is charged to the income statement.

20172016

PRODUCTION

UNITS

Apples1,800,2722,046,889TCE

Blueberries58,99669,454kg

Citrus3,825,9684,014,432kg

Grapes - 349,320kg

Kiwifruit340,712416,471class 1 trays

Tomatoes12,265,00012,375,159kg

Other32,87023,880kg

36
37

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Depreciation

Depreciation of property, plant and equipment, other than commercial and orchard land which is not depreciated, is calculated

on a straight-line basis so as to expense the cost of the assets, or the revalued amounts, to their expected residual values over

their useful lives as follows:

• Commercial land improvements 15 to 50 years

• Orchard land improvements 15 to 50 years

• Buildings 15 to 50 years

• Bearer plants 7 to 40 years

• Glasshouses 33 years

• Motor vehicles 5 to 7 years

• Plant and equipment and hire containers 3 to 15 years

Impairment

Items of property, plant and equipment are assessed for indicators of impairment at each reporting date. Impairment losses are

recognised in profit or loss in the period in which they arise.

Commercial

land and

improvements

$’000

Orchard

land and

improvements

$’000

Buildings

$’000

Bearer plants

$’000

Glasshouses

$’000

Motor vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

At 1 January 2016

Cost or valuation69,49155,759157,15325,18627,8456,351224,51515,825582,125

Accumulated depreciation

and impairment

(198)(455)(5,196)(2,227)(8,044)(3,956)(160,654) - (180,730)

Net carrying amounts 69,29355,304151,95722,95919,8012,39563,86115,825401,395

Year ended 31 December

2016

Opening net carrying

amounts

69,29355,304151,95722,95919,8012,39563,86115,825401,395

Additions and transfers9254785661,262453014,84712,40931,021

Depreciation(860)(413)(5,639)(1,361)(1,252)(541)(9,904) - (19,970)

Impairment through profit

or loss

- - - - - - (254) - (254)

Disposals(2,658)(528)(5,233)(824) - (14)(8,921)(136)(18,314)

Foreign exchange

movements

(12) - (18) - - (14)3610496

Closing net carrying

amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

At 31 December 2016

Cost or valuation67,74555,697152,28125,49527,8506,626207,65128,202571,547

Accumulated depreciation(1,057)(856)(10,648)(3,459)(9,297)(4,270)(147,986) - (177,573)

Net carrying amounts 66,68854,841141,63322,03618,5532,35659,66528,202393,974

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Leased assets

‘Glasshouses’ and ‘Plant and equipment and hire containers’ asset classes include the following amounts where the Group is a lessee

under a finance lease:

The Group leases glasshouses and other sundry equipment under non-cancellable finance lease agreements. The lease terms are

between three and six years, and ownership of the assets lies with the Group.

Commercial

land and

improvements

$’000

Orchard

land and

improvements

$’000

Buildings

$’000

Bearer plants

$’000

Glasshouses

$’000

Motor vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

Year ended 31 December

2017

Opening net carrying

amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

Additions and transfers(1,403)2,8743,4306,94749967,753(227)20,374

Additions through business

acquisition

1,725 - 8,323 - - - 2,895 - 12,943

Depreciation(925)(461)(6,160)(1,695)(1,247)(629)(10,497) - (21,614)

Impairment through profit

or loss

- - (1,870) - - (7)(9,254)(220)(11,351)

Disposals(4)(6)(473) - - (103)(291)(234)(1,111)

Revaluations12,29515,13515,999 - - - - - 43,429

Depreciation write back on

revaluations

1,72059410,379 - - - - - 12,693

Foreign exchange

movements

221341,107 - - (63)499(154)1,644

Closing net carrying

amounts

80,31773,011172,36827,28817,3102,55050,77027,367450,981

At 31 December 2017

Cost or valuation80,56473,682178,49832,65227,8547,122204,42227,367632,161

Accumulated depreciation(247)(671)(6,130)(5,364)(10,544)(4,572)(153,652) - (181,180)

Net carrying amounts 80,31773,011172,36827,28817,3102,55050,77027,367450,981

2017

$’000

2016

$’000

Cost of capitalised finance leases3,1143,114

Accumulated depreciation(2,439)(2,080)

Carrying amount6751,034

38
39

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations

The methods and valuation techniques used for assessing the current market value of commercial land and improvements,

orchard land and improvements, and buildings by external valuers are disclosed on the following pages. Changes in the

estimates and assumptions underlying the valuation approaches could have a material effect on the carrying amounts of

the properties, with changes in value reflected either in other comprehensive income or through the income statement as

appropriate in accordance with the Group’s accounting policy.

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s commercial land and

improvements, and buildings, carried out between September and November 2017.

PROPERTYVALUER

Depreciation replacement cost / discounted cash flow / income

capitalisation approach

153 Waipapa Road, KerikeriTelfer Young

29 Stuart Road, PukekoheTelfer Young

20 Mihaere Drive, Roslyn, Palmerston NorthTelfer Young

39 Dakota Crescent, Wigram, ChristchurchTelfer Young

484 Nayland Road, Stoke, NelsonTelfer Young

490 Nayland Road, Stoke, NelsonTelfer Young

220 Fryatt Street, Dunedin Central, DunedinTelfer Young

Depreciation replacement cost / discounted cash flow / income

capitalisation / market comparison approach

2-6 Monahan Road, Mt Wellington, AucklandTelfer Young

Depreciation replacement cost / income capitalisation approach

5125 Roxburgh-Ettrick Road, Ettrick, RoxburghTelfer Young

Depreciation replacement cost / market comparison approach

153 Harrisville Road, Tuakau, WaikatoTelfer Young

292 Harrisville Road, Tuakau, Waikato Telfer Young

133 Lynd Road, Ohaupo, WaipaTelfer Young

3057 Broadlands Road, Broadlands, RotoruaTelfer Young

657 Main Road, Riwaka, MotuekaTelfer Young

99 Swamp Road, Riwaka, MotuekaTelfer Young

83 Swamp Road, Riwaka, MotuekaTelfer Young

101 Motueka River West Bank Road, Brooklyn, MotuekaTelfer Young

Income capitalisation approach

241 Evenden Road, Twyford, HastingsLogan Stone

22-32 Whakatu Road, Whakatu, HastingsLogan Stone

2 Anderson Road, Whakatu, HastingsLogan Stone

Market comparison approach

37 Goodall Road, Riwaka, MotuekaTelfer Young

655 Main Road, Riwaka, MotuekaTelfer Young

3800 Sint-Truiden, BelgiumVangronsveld & Vranken

Apple Way, Pinchbeck, Spalding, United KingdomJones Lang LaSalle

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations (continued)

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s orchard land and

improvements, carried out between October and December 2017.

The principal valuation approaches used by the valuers during their valuations of commercial land and improvements, orchard land and

improvements, and buildings, and the impact of a change in a significant unobservable valuation input are described below.

PROPERTYVALUER

Depreciation replacement cost / market comparison approach

Kerikeri orchards, KerikeriLogan Stone

Apollo orchards, Heretaunga Plains, Hawke's BayLogan Stone

2 Anderson Road, Whakatu, HastingsLogan Stone

66 Trotter Road, Twyford, HastingsLogan Stone

Ormond Road, Twyford, HastingsLogan Stone

Raupare Road, Twyford, HastingsLogan Stone

Tambo Grande District, Sullana Province, Piura, PeruInvalsa

PRINCIPAL VALUATION APPROACH AND DESCRIPTION OF

APPROACH

RELATIONSHIPS OF UNOBSERVABLE INPUTS

TO FAIR VALUE

Depreciation replacement cost approach

This approach involves assessing the replacement cost of building and site

improvements, adjusting this cost for depreciation and any obsolescence

and the market value of land.

The higher the replacement cost after adjustments, the

higher the fair value.

Discounted cash flow approach

This approach is based on the future projection of rental income cash flows

discounted back to their present value, with inputs which include:

• Discount rates with a range from 8.5% to 13.5% (2016: 8.5% to 13.5%).

• Terminal yield rates with a range from 7.5% to 12.3% (2016: 8.0% to

12.5%).

• Investment horizon of 10 years (2016: 10 years).

• Rental growth estimated at between 0.1% to 9.3% per annum (2016:

0.1% to 12.0%).

The higher the discount rate, the lower the fair value.

The higher the terminal yield rate, the lower the fair value.

The longer the investment horizon, the higher the fair

value.

The higher the rental growth rate, the higher the fair

value.

Income capitalisation approach

This approach capitalises the actual contract and/or potential income at

an appropriate market derived rate of return. Capitalisation rates applied

range from 7.3% to 12.0% (2016: 7.8% to 12.5%).

The higher the capitalisation rate, the lower the fair value.

Market comparison approach

This approach analyses comparable sales evidence to a sale price per

square metre of floor area and makes adjustment to these rates to reflect

differences in the location, size and quality of the buildings, together with an

adjustment for any market movement since the sales occurred.

The higher the sale price per square metre after

adjustments, the higher the fair value.

40
41

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Land and buildings at historical cost

If land and buildings were stated on the historical cost basis, the amounts would be as follows:

Fair value measurement

Techniques applied by the Group which are used to value certain classes of property, plant and equipment are considered to

be level 3 in the fair value hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have

been no transfers between levels during the year.

The following values represent fair value at the time of valuation, plus additions and less disposals and accumulated depreciation, since

the date of valuations. Management have assessed that these values represent fair value.

2017

$’000

2016

$’000

Commercial land and improvements

Cost 36,47036,201

Accumulated depreciation and impairment(6,220)(5,300)

Net carrying amount30,25030,901

Orchard land and improvements

Cost 74,14971,332

Accumulated depreciation and impairment(19,893)(19,484)

Net carrying amount54,25651,848

Buildings

Cost 146,643138,037

Accumulated depreciation and impairment(50,080)(44,762)

Net carrying amount96,56393,275

2017

$’000

2016

$’000

Commercial land and improvements80,31766,688

Orchard land and improvements73,01154,841

Coolstores83,93373,851

Packhouses4,2492,808

Orchard buildings6,7854,172

Processing plant6,2557,660

Commercial buildings71,14653,142

Total325,696263,162

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

16. INTANGIBLE ASSETS

Intangible assets, except for goodwill, that are acquired by the Group are stated at cost less accumulated amortisation and

impairment losses.

Software, licences and capitalised costs of developing systems are recorded as intangible assets, unless they are directly related

to a specific item of hardware and recorded as property, plant and equipment, and are amortised over a period of three to eight

years.

Acquired brands are amortised over their anticipated useful lives of 10 to 25 years where they have a finite life.

Goodwill is recorded at cost less any accumulated impairment losses. Goodwill and any other intangible assets with indefinite

useful lives are tested for impairment at each reporting date.

Goodwill

$’000

Software

$’000

Plant variety

rights

$’000

Other

intangibles

$’000

Total

$’000

At 1 January 2016

Cost15,00719,2743,7606,04644,087

Accumulated amortisation - (14,826)(3,669)(439)(18,934)

Net carrying amounts15,0074,448915,60725,153

Year ended 31 December 2016

Opening carrying amounts15,0074,448915,60725,153

Additions - 2,774166843,024

Amortisation - (1,093)(1)(232)(1,326)

Disposals - (135) - - (135)

Foreign exchange movements(149)(92) - (140)(381)

Net carrying amounts14,8585,9022565,31926,335

At 31 December 2016

Cost14,85820,8923,9265,97845,654

Accumulated amortisation - (14,990)(3,670)(659)(19,319)

Net carrying amounts14,8585,9022565,31926,335

Year ended 31 December 2017

Opening carrying amounts14,8585,9022565,31926,335

Additions - 2,2447093313,284

Additions through business acquisition5,595111 - 3,5829,288

Amortisation - (1,338)(2)(425)(1,765)

Impairment through profit or loss - (890) - - (890)

Disposals - 47 - (5)42

Foreign exchange movements6162616951,338

Net carrying amounts21,0696,1029649,49737,632

At 31 December 2017

Cost21,06922,8224,63710,63259,160

Accumulated amortisation - (16,720)(3,673)(1,135)(21,528)

Net carrying amounts21,0696,1029649,49737,632

42
43

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

16. INTANGIBLE ASSETS (CONTINUED)

Impairment tests for goodwill

The discount rate used for the purposes of goodwill impairment testing is based on a calculated weighted average cost of capital

adjusted for risks specific to the cash-generating units. The weighted average cost of capital is based on the cost of debt and cost

of equity weighted accordingly between the relative percentages of debt and equity. The cost of debt is the actual cost of debt

and the cost of equity is calculated using the capital asset pricing model.

The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations

require the use of estimates as to future profitability of the relevant cash-generating units to which goodwill has been allocated

and the choice of a suitable discount rate in order to calculate the present value of those cash flows.

Goodwill held by the Group relates to acquisitions of the Status Produce Group, the Delica Group (including cash-generating units of

Delica Limited, Delica Australia Pty Limited and T&G Vizzarri Farms Pty Limited) and Worldwide Fruit. Of the Group’s goodwill balance, 38%

is allocated to the Status Produce Group (2016: 54%), 34% is allocated to the Delica Group (2016: 46%) and 28% is allocated to Worldwide

Fruit (2016: 0%).

The calculation uses cash flow projections based on budgets approved by management to December 2018, and a discount rate of

between 10.6% and 13.0% (2016: 10.3%) which approximates the Group’s weighted average cost of capital. Cash flows beyond December

2018 have been extrapolated using a steady growth rate of 2.0% (2016: 1.5%).

The calculations support the carrying amount of recorded goodwill. Management believes that any reasonable change in the key

assumptions used in the calculations would not cause the carrying amount to exceed its recoverable amount.

17. COMMITMENTS

Capital commitments

As at 31 December, the Group is committed to the following capital expenditure:

Operating leases

When the Group is the lessee

The Group leases certain property, plant and equipment. Payments made under operating leases (net of any incentives received

from the lessor) are expensed on a straight-line basis over the lease term.

When the Group is the lessor

Rental revenue (net of any incentives given to lessees) is recognised as revenue on a straight-line basis over the lease term.

Assets leased to third parties under operating leases are included in ‘Property, plant and equipment’ on the balance sheet. They

are depreciated over their expected useful lives on a basis consistent with similar property, plant and equipment.

2017

$’000

2016

$’000

Property, plant and equipment2,8765,543

Intangible assets - 7

Total2,8765,550

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

17. COMMITMENTS (CONTINUED)

Operating leases payable

Operating leases held over properties give the Group the right, in most cases, to renew the lease subject to a redetermination of the lease

rental by the lessor. There are no renewal options or options to purchase in respect of operating plant and equipment.

The following amounts have been committed to by the Group, but are not recognised in the financial statements:

Operating leases receivable

The following amounts are minimum committed lease payments receivable from tenants / sub-tenants, but are not recognised in the

financial statements:

Operating leases receivable amounts are generated from the following properties:

2017

$’000

2016

$’000

Within one year15,94014,767

One to two years12,41712,662

Two to five years24,80224,126

Later than five years25,72131,632

Total78,88083,187

2017

$’000

2016

$’000

Within one year1,5841,940

One to two years1,0601,210

Two to five years1,6952,141

Later than five years19484

Total4,3585,775

2017

$’000

2016

$’000

Commercial land and buildings

Cost or valuation at 31 December8,65413,943

Accumulated depreciation(23)(314)

Carrying amounts8,63113,629

Depreciation charged during the year227277

44
45

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

17. COMMITMENTS (CONTINUED)

Operating leases receivable (continued)

All properties, including those leased to third parties, are revalued on a cyclical basis (refer to note 15). This results in accumulated

depreciation up to the date of revaluation being reversed and subsequently the asset is depreciated on the revalued amount from the

date of revaluation.

The properties leased to third parties are still part occupied by the Group. The proportion leased externally has been estimated based on

land area occupied by third party tenants and this estimation method has been applied consistently across all leased properties.

18. BUSINESS COMBINATIONS

Worldwide Fruit Limited

Worldwide Fruit Limited (Worldwide Fruit) is a company based in Spalding, United Kingdom, that predominantly sources apples for

packaging and distribution within the United Kingdom. On 2 January 2017, the shareholders’ agreement of Worldwide Fruit was

renegotiated. ENZAFRUIT New Zealand (U.K.) Limited (ENZAFRUIT UK), a wholly owned subsidiary of the Group, is a 50% shareholder of

Worldwide Fruit and the remaining 50% is owned by Fruition PO Limited.

The renegotiated shareholders’ agreement now specifies that ENZAFRUIT UK has the right to approve Worldwide Fruit’s annual business

plan and annual budget, and the right to approve the appointment of the Chief Executive Officer. This satisfies the criteria set out in NZ

IFRS 10 Consolidated Financial Statements around achieving control over an entity. Consequently, from 2 January 2017 Worldwide Fruit was

accounted for as a subsidiary.

The carrying value of the Group’s equity interest in Worldwide Fruit immediately prior to the acquisition was $4.9 million. The fair value of

the Group’s investment of $13.1 million resulted in a gain arising from remeasurement of $8.2 million, recognised in ‘Other income’ in the

income statement. Acquisition related costs have been excluded from the consideration transferred and recognised in ‘Other operating

expenses’ in the income statement for the period ended 31 December 2017.

Non-controlling interest is recognised by the Group based on the non-controlling interest’s proportionate share of the recognised

amounts of the acquiree’s identifiable assets.

Goodwill arose upon the acquisition of Worldwide Fruit because the cost of combination included amounts relating to its future

profitability expectations, forecast revenue growth and future market development. These benefits are not recognised separately from

goodwill because they do not meet the recognition criteria for identifiable intangible assets.

Worldwide Fruit contributed $212.6 million of revenue and $1.4 million of profits to the Group for the period from 2 January 2017 to 31

December 2017.

On the following page is an analysis of the assets and liabilities acquired as at acquisition date.

2017

$’000

Current assets

Cash and cash equivalents2,094

Trade and other receivables20,837

Inventories4,321

Total current assets27,252

Non-current assets

Property, plant and equipment12,943

Intangible assets3,693

Investments in associates706

Total non-current assets17,342

Current liabilities

Trade and other payables(26,404)

Borrowings(776)

Total current liabilities(27,180)

Non-current liabilities

Borrowings(4,171)

Deferred tax liabilities(1,046)

Total non-current liabilities(5,217)

Total identifiable net assets12,197

Goodwill on acquisition5,595

Total17,792

Total consideration is comprised of:

Fair value of Group's investment13,126

Non-controlling interest's share of identifiable net assets4,666

Total17,792

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

18. BUSINESS COMBINATIONS (CONTINUED)

Worldwide Fruit Limited (continued)

46
47

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

19. CHANGES IN OWNERSHIP OF THE GROUP’S AMERICAN REGISTERED ENTITIES

Delica North America, Inc.

The Group previously wholly owned Delica North America, Inc. (Delica North America). As part of its merger agreement with Grandview

Brokerage LLC, on 6 April 2017 the Group sold 50% of its shares in Delica North America to Grandview Brokerage Limited, which holds a

majority shareholding in Grandview Brokerage LLC.

The terms of the renegotiated shareholders’ agreement of Delica North America specify that the Group has the right to appoint three of

the entity’s five directors. The Group therefore has the ability to approve the annual business plan and annual budget, as well as dictate

the direction of other fundamental business matters of the entity.

This satisfies the criteria set out in NZ IFRS 10 Consolidated Financial Statements around control over an entity and consequently, Delica

North America is still accounted for as a subsidiary by the Group. As the Group has not lost control, the sale of 50% of its shares has

been accounted for as an equity transaction with the recognition of non-controlling interests. The net impact of this transaction in equity

attributable to equity holders of the Parent is summarised as follows:

Grandview Brokerage LLC

ENZA Investments USA, Inc. (ENZA Investments), a wholly owned subsidiary of the Group, previously held a 15% direct shareholding in two

US based produce businesses, David Oppenheimer & Company I, L.L.C. and David Oppenheimer Transport Inc. (Oppy US). On 20 March

2017, ENZA Investments merged into ENZA Fresh, Inc. (ENZA Fresh), also a wholly owned subsidiary of the Group.

On 6 April 2017, the Group and Total Produce plc, through its subsidiary Grandview Brokerage LLC (GB LLC), agreed to combine their

activities related to Oppy US. As a result of the merger, the Group lost its controlling interest in ENZA Fresh and obtained a 39.39%

shareholding in GB LLC. The Group’s interests in Oppy US are now held indirectly through GB LLC.

There is currently an accounting policy choice available between NZ IFRS 10 Consolidated Financial Statements and NZ IAS 28

Investments in Associates and Joint Ventures when there is a contribution of a subsidiary to an associate or joint venture. Losing

control of a subsidiary results in the recognition of a full fair value gain on the portion retained, whereas only a partial gain can be

recognised for the portion no longer retained when there is a non-monetary contribution to an associate.

The Group has elected to recognise its investment in GB LLC at fair value, which is supported by a commercial transaction with a

third party. The difference between the fair value of the Group’s investment in GB LLC and the consideration provided to acquire

the investment (the full fair value gain) has been recognised in ‘Other income’ in the income statement.

In making this accounting policy choice, the Group considers that there has been a substantive change in the nature of its

investments in Oppy US and subsequent relationship with GB LLC. Shareholder agreements have changed the Group’s decision-

making rights in relation to its interests in Oppy US, and the Group is now only permitted to sell part or all of its interests in Oppy

US subject to agreement between the Group and GB LLC.

2017

$’000

Consideration received from Grandview Brokerage Limited12,384

Recognition of 50% non-controlling interest in Delica North America(2,747)

Net impact in equity attributable to equity holders of the Parent9,637

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

19. CHANGES IN OWNERSHIP OF THE GROUP’S AMERICAN REGISTERED ENTITIES

(CONTINUED)

Grandview Brokerage LLC (continued)

The impact of the Group disposing of its investment in ENZA Fresh and acquiring the equity interest in GB LLC is summarised as follows:

The Group has equity accounted for GB LLC in accordance with NZ IAS 28 Investments in Associates and Joint Ventures since the date of the

merger.

20. INVESTMENTS IN JOINT VENTURES

Under the equity method, an investment in a joint venture is initially recognised in the balance sheet at cost. The investment is

adjusted for the Group’s share of the profit or loss and other comprehensive income of the joint venture which is recognised

from the date that joint control begins, until the date that joint control ceases.

Investments in joint ventures are assessed for indicators of impairment at each reporting date.

Set out below are the joint ventures of the Group as at 31 December 2017. The joint ventures have share capital consisting solely of

ordinary shares, which are held directly by the Group.

The Group’s investments in joint ventures in 2017 and 2016 are:

(1)

Worldwide Fruit has a 50% direct shareholding in Growers Direct Limited. From 2 January 2017, the Group has equity accounted for this entity.

(2)

From 2 January 2017, the Group has accounted for Worldwide Fruit as a subsidiary in accordance with NZ IFRS 10 Consolidated Financial Statements. Refer to

note 18 for further information.

The balance date of all joint ventures is 31 December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period ended 31

December 2017 have been used. Differences in accounting policies between the Group and the joint ventures have been adjusted for.

2017

$’000

Disposal of carrying amount of investment in ENZA Fresh on date of merger(12,692)

Acquisition of equity investment in GB LLC at fair value28,073

Net gain recognised in the income statement15,381

NAME OF ENTITY

PLACE OF BUSINESS

AND COUNTRY OF

INCORPORATION

OWNERSHIP

INTEREST (%)

PRINCIPAL ACTIVITY

20172016

Growers Direct Limited

(1)

United Kingdom50-Pipfruit importer

Wawata General Partner LimitedNew Zealand5050Horticulture operations

Worldwide Fruit Limited

(2)

United Kingdom5050

Pipfruit importer and packing

services

48
49

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

20. INVESTMENTS IN JOINT VENTURES (CONTINUED)

None of the Group’s joint ventures as at 31 December 2017 are considered to be material to the Group during the period. In the prior

period, Worldwide Fruit was considered to be material to the Group.

The Group’s share of profit and the carrying amounts of the Group’s interest in all joint ventures are presented below:

Transactions with joint ventures of the Group

The Group has entered into the following transactions with its joint ventures during the year:

21. INVESTMENTS IN ASSOCIATES

Under the equity method, an investment in an associate is initially recognised in the balance sheet at cost. The investment is

adjusted for the Group’s share of the profit or loss and other comprehensive income of the associate which is recognised from

the date that significant influence begins, until the date that significant influence ceases.

Investments in associates are assessed for indicators of impairment at each reporting date.

Set out on the following page are the associates of the Group as at 31 December 2017. The associates have share capital consisting solely

of ordinary shares, which are held directly by the Group.

2017

$’000

2016

$’000

Group's share of profit and comprehensive income of joint ventures

Worldwide Fruit Limited - 1,968

Other908897

Total9082,865

Carrying amount of the Group's interest in joint ventures

Worldwide Fruit Limited - 4,920

Other4,5434,585

Total4,5439,505

2017

$’000

2016

$’000

Sale of produce to joint ventures1,72624,038

Purchase of produce from joint ventures(371)(296)

Services provided to joint ventures1,0401,653

Current receivables owing from joint ventures48507

Dividends from joint ventures received by the Group9503,159

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

21. INVESTMENTS IN ASSOCIATES (CONTINUED)

The Group’s investments in associates in 2017 and 2016 are:

(1)

On 6 April 2017, the Group obtained a 39.39% shareholding in GB LLC, which replaced its previous shareholdings of 15% in David Oppenheimer &

Company I, L.L.C., and 15% in David Oppenheimer Transport Inc. Refer to note 19 for further information.

(2)

Worldwide Fruit has a direct shareholding between 20% and 24% in Intelligent Fruit Vision Limited, POP Worldwide Limited and The Fruit Firm Limited. From

2 January 2017, the Group has equity accounted for these entities.

(3)

Although the Group holds less than 20% of the ownership of Mystery Creek Asparagus Limited (Mystery Creek), the Group is deemed to have significant

influence over this entity. A member of the Group’s management sits on the Board of Directors of Mystery Creek, and transactions between Mystery Creek

and the Group are significant to its operations.

(4)

During 2017, N.Z. Kumara Distributors Limited ceased trading and on 14 July 2017, the Company was liquidated with a final dividend paid to the Group.

POP Worldwide Limited has a balance date of 28 February, and Allen Blair Properties Limited, Mystery Creek Asparagus Limited and The

Fruit Firm Limited have a balance date of 31 March. These were the reporting dates established when these companies were incorporated

and it is impractical for these companies to change their balance dates. The remaining associates of the Group have a balance date of 31

December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period ended 31

December 2017 have been used. Differences in accounting policies between the Group and the associates have been adjusted for.

NAME OF ENTITY

PLACE OF BUSINESS

AND COUNTRY OF

INCORPORATION

OWNERSHIP

INTEREST (%)

PRINCIPAL ACTIVITY

20172016

Allen Blair Properties LimitedNew Zealand3333Property investment

David Oppenheimer & Company I, L.L.C.

(1)

United States of America-15Produce wholesale distributors

David Oppenheimer Transport Inc.

(1)

United States of America-15Transport

Grandview Brokerage LLC

(1)

United States of America39-Investment company

Intelligent Fruit Vision Limited

(2)

United Kingdom24-Orchard technology development

McKay Shipping LimitedNew Zealand2525Transport

Mystery Creek Asparagus Limited

(3)

New Zealand1515Horticulture operations

N.Z. Kumara Distributors Limited

(4)

New Zealand-20Horticulture operations

POP Worldwide Limited

(2)

United Kingdom24-Stonefruit importer

The Fruit Firm Limited

(2)

United Kingdom20-

Stonefruit importer and packing

services

50
51

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

21. INVESTMENTS IN ASSOCIATES (CONTINUED)

Summarised financial information for material associate

Set out below is the summarised financial information for Grandview Brokerage LLC, the associate considered to be material to the Group

for the period. In the prior period, David Oppenheimer & Company I, L.L.C was considered to be a material associate for the Group. This

entity is no longer a direct shareholding of the Group.

Grandview Brokerage LLC summarised financial information

2017

$’000

Balance sheet

Current assets113,303

Current liabilities(117,971)

Non-current assets17,436

Net assets12,768

Cash and cash equivalents1,609

Income statement

Revenue643,292

Depreciation and amortisation expenses(214)

Interest expense(675)

Income tax expense(1,382)

Profit after tax and total comprehensive income(1,992)

Group's share of carrying amount

Carrying amount from Group's share in associate5,029

Goodwill on acquisition25,796

Other adjustments(2,176)

Group's adjusted share of carrying amount in associate28,649

Group's share of profit from continuing operations

Loss from Group's share in associate(785)

Other adjustments1,361

Group's adjusted share of profit from continuing operations in associate576

Dividend received from associate -

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

21. INVESTMENTS IN ASSOCIATES (CONTINUED)

The Group’s share of profit and the carrying amounts of the Group’s interest in all associates are presented below:

Transactions with associates of the Group

The Group has entered into the following transactions with its associates during the year:

2017

$’000

2016

$’000

Group's share of profit and comprehensive income of associates

Grandview Brokerage LLC576 -

David Oppenheimer & Company I, L.L.C.1081,653

Other(249)3,080

Total4354,733

Carrying amount of the Group's interest in associates

Grandview Brokerage LLC28,649 -

David Oppenheimer & Company I, L.L.C. - 2,816

Other8,5538,695

Total37,20211,511

2017

$’000

2016

$’000

Sale of produce to associates45,65052,301

Purchase of produce from associates(20,880)(23,730)

Services provided to associates314 -

Services received from associates(2,694)(153)

Current receivables owing from associates1,768534

Non-current receivables owing from associates179252

Current payables owing to associates(8,239)(9,754)

Dividends received from associates4,2173,069

52
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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

22. TRADE AND OTHER PAYABLES

Trade and other payables are initially recognised at fair value and then subsequently measured at amortised cost.

23. LOANS AND BORROWINGS

Borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition,

borrowings are stated at amortised cost using the effective interest method.

Borrowing costs are recognised in the income statement using the amortised cost method.

NOTES

2017

$’000

2016

$’000

Current

Trade payables84,10356,905

Employee entitlements14,28111,166

Accrued expenses26,53819,839

Payables to associates218,2399,754

Payables to Ultimate Parent3016 -

Payables to Ultimate Parent's subsidiary3058638

Deferred payments611 -

Deferred payments to related parties301,0703,445

Total135,444101,147

Non-current

Employee entitlements84 -

Deferred payments1,0642,828

Deferred payments to related parties30 - 1,023

Total1,1483,851

2017

$’000

2016

$’000

Current

Secured borrowings17,9645,000

Unsecured borrowings - 150

Finance lease liabilities533353

Total18,4975,503

Non-current

Secured borrowings163,778144,000

Finance lease liabilities384564

Total164,162144,564

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

23. LOANS AND BORROWINGS (CONTINUED)

Interest rates

As at 31 December 2017 the weighted average interest rate on the secured and unsecured borrowings is 3.1% (2016: 3.3%), fixed for

periods up to three months.

Security and bank facilities

As at 31 December 2017 the Group had a term debt facility from Bank of New Zealand, HSBC, Rabobank and Westpac amounting to

$200.0 million (2016: $210.0 million). The seasonal facility is renewed annually and is not drawn as at 31 December 2017. These facilities

are secured by a guarantee from the Ultimate Parent for no consideration.

The banking facilities for the 2018 year are as follows:

2017

$’000

2016

$’000

Secured and unsecured borrowings repayment schedule

Within one year17,9645,150

Between one and two years163,778 -

Between two and five years - 144,000

Total181,742149,150

Amount

$’000Expiry date

Banking facilities in New Zealand

Term debt facility190,000January 2019

Seasonal facility90,000November 2019

Money market facility40,000January 2019

Overdraft facility3,000Uncommitted

Banking facilities in the United Kingdom

Term debt facility7,851March 2019

Overdraft facility3,925Uncommitted

Banking facilities in Australia

Overdraft facility3,318Uncommitted

54
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T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

23. LOANS AND BORROWINGS (CONTINUED)

Gross finance lease liabilities – minimum lease payments

24. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The table on the following page details changes in the Group’s liabilities from financing activities, including both cash and non-cash

changes.

Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s

statement of cash flows from financing activities.

2017

$’000

2016

$’000

Within one year554381

Between one and five years394581

948962

Future finance charges on finance leases(31)(45)

Present value of finance lease liabilities917917

The present value of finance lease liabilities is as follows:

Within one year533353

Between one and five years384564

Total917917

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

24. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

(CONTINUED)

(1)

Financing cash flows are made up of the net cash inflow / (outflow) from financing activities in the statement of cash flows with the exception of dividends

paid, and bank facility fees and transaction fees, which do not result in liabilities on the balance sheet.

25. CONTINGENCIES

The Group has the following guarantees:

During 2015, the Group received a statement of claim from a grower regarding materials supplied by the Group. The Group continues to

defend this claim.

Notes

Balance at 1

January 2017

$’000

Reclassifications

$’000

Non-cash

changes

$’000

Recognised on

acquistion

$’000

Non-financing

cash flows

$’000

Financing cash

flows

(1)


$’000

Balance at 31

December 2017

$’000

Current borrowings

Secured borrowings235,00086436776 - 11,28817,964

Unsecured borrowings23150 - - - (150) - -

Finance lease liabilities23353533161 - - (514)533

Total5,5031,397197776(150)10,77418,497

Non-current borrowings

Secured borrowings23144,000(864)4714,171 - 16,000163,778

Finance lease liabilities23564(533)353 - - - 384

Total144,564(1,397)8244,171 - 16,000164,162

Other current liabilities

Deferred payments22 - 557554 - - (500)611

Deferred payments to related

parties

223,4451,070(351) - - (3,094)1,070

Total3,4451,627203 - - (3,594)1,681

Other non-current liabilities

Deferred payments222,828(557)(108) - (1,099) - 1,064

Deferred payments to related

parties

221,023(1,070)47 - - - -

Total3,851(1,627)(61) - (1,099) - 1,064

Total liabilities arising from

financing activities

157,363 - 1,1634,947(1,249)23,180185,404

2017

$’000

2016

$’000

Bonds and sundry facilities8080

Guarantees of bank facilities for associated companies24,5953,236

Total24,6753,316

56
57

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

26. CAPITAL AND RESERVES

Share capital

All ordinary shares on issue are fully paid and have no par value. All ordinary shares rank equally with one vote attached to each fully paid

ordinary share. There are no other classes of shares issued and no ordinary shares were issued during the year.

Revaluation and other reserves

2017

SHARES

2016

SHARES

2017

$’000

2016

$’000

Balance at 31 December122,543,204122,543,204176,357176,357

2017

$’000

2016

$’000

Asset revaluation reserve

Balance at 1 January 83,22488,479

Gain on revaluation of property, plant and equipment55,720 -

Deferred tax effect on revaluation of property, plant and equipment(8,300) -

Transfer to retained earnings due to sale of property, plant and equipment - (6,541)

Deferred tax effect on sale of property, plant and equipment - 1,286

Movements from acquisition of subsidiary(25) -

Balance at 31 December130,61983,224

Foreign currency translation reserve

Balance at 1 January(4,790)(1,751)

Exchange differences on translation of foreign operations2,323(3,039)

Balance at 31 December(2,467)(4,790)

Cash flow hedge reserve

Balance at 1 January2,293(1,146)

Movements in fair value3,55211,861

Reclassification of net change in fair value to income statement(8,421)(7,111)

Taxation on reserve movements1,361(1,311)

Balance at 31 December(1,215)2,293

Available-for-sale investment reserve

Balance at 1 January562158

Gain on revaluation of available-for-sale investments1,265404

Balance at 31 December1,827562

Total128,76481,289

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

2 6. CAPITAL AND RESERVES (CONTINUED)

Revaluation and other reserves (continued)

Revaluation and other reserves consists of the following:

27. DIVIDENDS

On 7 April 2017, the Group declared and paid a dividend of $0.06 per share, resulting in a total cash dividend of $7.4 million (2016:

dividend declared of $0.06 per share, of which $1.15 million was paid in cash and $6.04 million was settled through new shares issued as

part of a dividend reinvestment plan).

2 8. EARNINGS PER SHARE

The earnings used to calculate basic and diluted earnings per share is net profit after tax attributable to equity holders of the Parent of

$19.4 million (2016: $30.5 million).

The weighted average number of shares used to calculate basic and diluted earnings per share is 122,543,204 shares (2016: 121,390,355

shares).

The basic and diluted earnings per share is 15.8 cents (2016: 25.1 cents).

RESERVEPARTICULARS OF RESERVE

Asset revaluation reserve

The revaluation reserve relates to commercial land and improvements,

orchard land and improvements, and buildings.

Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange

differences arising from the translation of the consolidated financial

statements of foreign operations into New Zealand dollars.

Cash flow hedge reserve

The cash flow hedge reserve accounts for the fair value movements of

hedging instruments designated as cash flow hedges.

Available-for-sale investment reserve

The available-for-sale investment reserve accounts for the fair value

movements of available-for-sale investments.

2017

$’000

2016

$’000

Ordinary shares

Dividend to shareholders7,3537,188

Dividends to non-controlling interests in Group subsidiaries2,261550

Total9,6147,738

58
59

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT

The Group is subject to a number of financial risks which arise as a result of its activities, including importing, exporting and domestic

trading. Treasury activities are performed by a central treasury function and the use of derivative financial instruments is governed by the

Group’s policies approved by the Board. The Group does not engage in speculative transactions.

Market risk

(i) Foreign exchange risk

The Group operates internationally and has exposure to foreign currency risk as a result of transactions denominated in foreign

currencies from normal trading activities. Major trading currencies include the Australian dollar, United States dollar, Euro, Japanese yen

and British pounds.

At year end, the Group had foreign exchange exposures relating to cash, debtors and creditors.

Foreign exchange risk is identified by detailed cash flow forecasting, in conjunction with the allocation of produce to the various markets.

The Group uses forward foreign exchange contracts and currency options to manage these exposures. As at 31 December 2017, the

Group held foreign exchange contracts and currency options with a contract value of $300.8 million (2016: $279.2 million).

Exchange rate sensitivity

Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical movements. A

movement of plus or minus 10% has therefore been applied to the exchange rates to demonstrate the sensitivity to foreign currency risk

of the Group.

The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date. The impact of a plus or minus

10% foreign exchange movement on New Zealand dollars against all trading currencies, with all other variables held constant, is illustrated

below:

(ii) Interest risk

The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates.

Interest rate risk is identified by forecasting cash flow requirements, short-term through to long-term. Short-term seasonal funding is

provided by a syndicate of three banks. These funding arrangements are negotiated at the start of each season, on behalf of pipfruit

growers who bear the interest cost.

The Group has floating rate borrowings used to fund ongoing activities, which are repriced on roll-over dates.

As at 31 December 2017, $181.7 million of interest bearing loans are subject to interest rate repricing within the next 15 months (2016:

$149.0 million).

-10%+10%

2017

$’000

2016

$’000

2017

$’000

2016

$’000

Pre-tax (profit) / loss220(996)(180)852

Equity(6,680)(15,978)4,00312,773

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk (continued)

(ii) Interest risk (continued)

The table below highlights the weighted average interest rate and the currency profile of interest bearing loans and borrowings:

Interest rate derivatives

The Group’s treasury policy allows up to 100% (2016: 100%) of forecasted core debt to be fixed via interest rate derivatives to protect the

Group from exposure to fluctuations in interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it

is obliged to receive interest at variable rates and to pay interest at fixed rates.

Swaps currently in place cover approximately 70% (2016: 83%) of the principal outstanding. The fixed interest rates average 3.8% (2016:

3.8%). The variable rates are set at the BBR 90 day settlement rate, which at balance date was 2.0% (2016: 2.2%). The contracts require

settlement of net interest receivable or payable each 90 days as appropriate, and are settled on a net basis. As at 31 December 2017, the

Group held swaps with a contract value of $114.6 million (2016: $130.0 million).

Interest rate sensitivity

At year end, $160.0 million (2016: $144.0 million) of loans are at fixed rates for defined periods of up to three months, after which interest

rates will be reset. Additionally, the Group has overnight deposits that are subject to fluctuations of interest rates. If the Group’s year end

loan and deposit balances had remained the same throughout the year and interest rates moved by 1% then the impact would be a $1.8

million gain or loss on pre-tax profits (2016: $1.5 million).

A 1% sensitivity has been used as this is what management estimates is a likely interest rate movement for the year.

(iii) Price / commodity risk

The Group does not trade in commodity instruments and therefore is not exposed to commodity price risk.

Credit risk

In the normal course of business, the Group is exposed to counterparty credit risks. The maximum exposure to credit risk at 31 December

2017 is equal to the carrying value for cash and cash equivalents, trade and other receivables and derivative financial instruments. Credit

risk is managed by restricting the amount of cash and derivative financial instruments which can be placed with any one institution and

these institutions are all New Zealand registered banks with at least a Standard & Poor’s rating of A. The financial condition and credit

evaluation of trade and other receivables are continuously considered.

Due to the nature and dispersion of the Group’s customers and growers, the Group’s concentration of credit risk is not considered

significant.

20172016

Weighted average

interest rate

Loans and

borrowings

$’000

Weighted average

interest rate

Loans and

borrowings

$’000

Australian dollars12%238%28

British pounds3%4,8280% -

New Zealand dollars3%177,6213%149,963

United States dollars5%1874%76

Total182,659150,067

60
61

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

Liquidity risk

The Group manages liquidity risk by continuously monitoring cash flows and forecasts, and matching maturity profiles of financial assets

and liabilities. The Group also maintains adequate headroom on its loan facilities.

Policies are established to ensure all obligations are met within a timely and cost effective manner.

The following table analyses the Group’s financial liabilities into relevant contractual maturity groupings based on the remaining period

at the reporting date to the contractual maturity date. For the purpose of this table, it is assumed that year end interest rates applicable

to the term loan will apply through to expiry of the term loan facility, even though the Group has the option to repay the loan prior to its

expiry date. For cash flow hedges, the impact on the profit and loss is expected to occur at the same time as the cash flows occur.

The amounts disclosed below are contractual undiscounted cash flows at reporting date:

Carrying

amount

$’000

Less than

six months

$’000

Between

six months

and one

year

$’000

Between

one and

two years

$’000

Between

two and

five years

$’000

Over five

years

$’000

Total

$’000

2017

Borrowings181,74220,1843,066164,472 - - 187,722

Trade and other payables (excluding

employee entitlements)

122,227121,239 - 557579 - 122,375

Derivative financial instruments -

cash flow hedges:

6,951

Inflows(3,906)(99,694)(48,146)(2,103)(100)(153,949)

Outflows4,955103,64451,2003,73958163,596

Derivative financial instruments - fair

value through profit or loss:

43

Inflows(2,958) - - - - (2,958)

Outflows3,002 - - - - 3,002

Finance lease liabilities91722932530193 - 948

Financial guarantees24,67524,675 - - - - 24,675

Total336,555167,4207,341168,3842,308(42)345,411

2016

Borrowings149,1507,3902,3904,780144,163 - 158,723

Trade and other payables (excluding

employee entitlements)

93,83289,981 - 3,385645 - 94,011

Derivative financial instruments -

cash flow hedges:

6,356

Inflows(24,551)(73,681)(66,538)(7,640)(12,365)(184,775)

Outflows25,84575,86969,29510,35712,639194,005

Derivative financial instruments - fair

value through profit or loss:

51

Inflows(1,709) - - - - (1,709)

Outflows1,762 - - - - 1,762

Finance lease liabilities917191190381200 - 962

Financial guarantees3,3163,316 - - - - 3,316

Total253,622102,2254,76811,303147,725274266,295

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

Capital risk management

The main objective of capital risk management is to ensure that the Group operates as a going concern, meeting debts as they fall due,

maintaining the best possible capital structure and reducing the cost of capital. Group capital consists of share capital, other reserves and

retained earnings. To maintain or alter the capital structure, the Group has the ability to review the size of dividends paid to shareholders,

return capital or issue new shares, reduce or increase debt, or sell assets.

There are a number of externally imposed bank financial covenants required as part of seasonal and term debt facilities. These covenants

are calculated monthly and reported to the banks on a monthly and quarterly basis.

The key covenants are as follows:

In addition, the Group also makes the following undertakings:

• At all times, the tangible assets of the Group entities that form part of the guaranteeing group shall not be less than 90% (2016: 90%)

of the total tangible assets of the whole Group.

• At all times, the total earnings before interest and tax (EBIT as defined within the banking agreement) of the Group entities that form

part of the guaranteeing group shall not be less than 75% (2016: 80%) of the total EBIT of the Group.

The Group has complied with all financial covenants during the year.

Seasonality

Due to the seasonal nature of the business the risk profile at year end is not representative of all risks faced during the year. Seasonality

causes large fluctuations in the size of borrowings and debtors.

FINANCIAL COVENANTREQUIREMENT IMPOSED

Contingent liabilities

Contingent liabilities of the Group shall not at any time exceed 6% (2016: 5%)

of total tangible assets of the Group.

Debt to debt and equity

The debt to debt and equity percentage shall not exceed the specified

percentage as at the end of each month. This percentage ranges from 45%

to 55% (2016: 45% to 55%).

Tangible net worth

The tangible net worth of the Group shall not be less than $270.0 million

(2016: $250.0 million).

Seasonal facility stock and debtors

Seasonal facility stock and debtors of the Group shall at all times be equal to

or exceed the specified ratio as at the end of each month. This ratio ranges

from 1.1:1 to 1.25:1 (2016: 1.1:1 to 1.25:1).

Total net worth

The total net worth of the Ultimate Parent shall not at any time be less than

EUR 750 million (2016: EUR 750 million).

62
63

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments by category

The classification of the Group’s financial assets and liabilities depends on the purpose for which the assets were acquired or

liabilities were incurred. Management determines the classification of its financial assets and liabilities at initial recognition and

re-evaluates this designation at every reporting date.

Financial assets classed as loans and receivables and financial liabilities classed as measured at amortised cost are carried at

amortised cost less any impairment. Loans and receivables includes cash and cash equivalents which comprises cash balances

and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are

included in current liabilities in the balance sheet and as a financial liability measured at amortised cost, unless there is a right of

offset, and included as a component of cash and cash equivalents in the statement of cash flows.

Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value. Realised and

unrealised gains arising from changes in fair value are included in the income statement.

Financial assets and financial liabilities classed as derivatives for hedging are recognised at fair value. The Group recognises

the effective portion of changes in the fair value of derivative financial instruments that qualify as cash flow hedges in other

comprehensive income. Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income

statement. Amounts taken to equity are transferred to the income statement when the hedged transaction affects the income

statement.

Available-for-sale financial assets are carried at fair value. Unrealised gains and losses arising from changes in fair value are

recognised in other comprehensive income, except for foreign exchange movements in monetary assets which are recognised in

the income statement. When available-for-sale financial assets are sold, the accumulated fair value adjustments are included in

the income statement as gains or losses.

Financial assets

Loans and

receivables

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Available-

for-sale

$’000

Total

$’000

2017

Cash and cash equivalents26,400 - - - 26,400

Trade and other receivables (excluding prepayments and taxes)143,351 - - - 143,351

Available-for-sale financial assets - - - 2,1922,192

Derivative financial instruments - 1055,225 - 5,330

Total169,7511055,2252,192177,273

2016

Cash and cash equivalents17,064 - - - 17,064

Trade and other receivables (excluding prepayments and taxes)102,482 - - - 102,482

Available-for-sale financial assets - - - 928928

Derivative financial instruments - 299,478 - 9,507

Total119,546299,478928129,981

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

29. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial liabilities

Fair value measurement

Techniques applied by the Group which use methods and assumptions to estimate the fair value of financial assets and liabilities

are considered to be level 2 in the fair value hierarchy. Inputs other than quoted prices included within level 1 of the fair value

hierarchy are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). There

have been no transfers between levels during the year.

The estimated fair values of all of the Group’s other financial assets and liabilities approximate their carrying values.

30. RELATED PARTY TRANSACTIONS

Transactions with the Group’s related parties comprise of sales and purchases of produce, and services, in the ordinary course of

business. Related party sales and purchases of produce are at amounts similar to those with third parties, and services provided and

received are agreed at negotiated amounts between the related parties.

Transactions with the Ultimate Parent

The Group has related party transactions with the Ultimate Parent as follows:

Measured

a t

amortised

cost

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Total

$’000

2017

Borrowings181,742 - - 181,742

Trade and other payables (excluding employee entitlements)122,227 - - 122,227

Finance lease liabilities917 - - 917

Derivative financial instruments - 436,9516,994

Total304,886436,951311,880

2016

Borrowings149,150 - - 149,150

Trade and other payables (excluding employee entitlements)93,832 - - 93,832

Finance lease liabilities917 - - 917

Derivative financial instruments - 516,3566,407

Total243,899516,356250,306

2017

$’000

2016

$’000

Services provided to the Ultimate Parent259181

Services received from the Ultimate Parent(61) -

Current receivables owing from the Ultimate Parent536181

Current payables owing to the Ultimate Parent(16) -

64
65

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

30. RELATED PARTY TRANSACTIONS (CONTINUED)

Transactions with the Ultimate Parent’s subsidiaries and associates

The Group has related party transactions with R.I. Solution GmbH, a wholly-owned subsidiary of the Ultimate Parent, and the transactions

with this subsidiary are detailed as follows:

The Group also has related party transactions with Obst vom Bodensee Vertriebsgesellschaft mbH, an associate of the Ultimate Parent,

and the transactions with this associate are detailed as follows:

Transactions with joint ventures and associates

The Group has related party transactions with its joint ventures and associates. The details of the transactions are contained in notes 20

and 21 respectively.

Transactions with directors and key management personnel

In previous years, the Group signed agreements to purchase the remaining shares in Delica Limited and Delica North America which

included deferred consideration to the entities’ former directors and management.

The Group has a $1.1 million payable due within 12 months to former directors and management of Delica North America (2016: $2.1

million due within 12 months to former directors and mangement of Delica Limited and $1.3 million due within 12 months to former

directors and management of Delica North America, and $1.0 million due in more than 12 months to former directors and management

of Delica North America).

The final deferred consideration payment owing to the former directors and management of Delica Limited was made in the current year.

Key management personnel compensation

2017

$’000

2016

$’000

Services received from the Ultimate Parent's subsidiary(553)(1,047)

Current payables owing to the Ultimate Parent's subsidiary(586)(38)

2017

$’000

2016

$’000

Sale of produce to the Ultimate Parent's associate4,4623,621

Services provided to the Ultimate Parent's associate4 -

Services received from the Ultimate Parent's associate(3,344)(1,698)

Current receivables owing from the Ultimate Parent's associate83 -

2017

$’000

2016

$’000

Short-term employee benefits3,6123,476

Long-term employee benefits236138

Termination benefits1,611 -

Directors' remuneration455480

Total5,9144,094

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

31. INVESTMENTS IN SUBSIDIARIES

Significant subsidiaries of the Group are listed below:

NAME OF ENTITY

PLACE OF BUSINESS

AND COUNTRY OF

INCORPORATION

OWNERSHIP

INTEREST (%)

PRINCIPAL ACTIVITY

20172016

Apollo Apples (2014) LimitedNew Zealand100100Horticulture operations

Berryfruit New Zealand LimitedNew Zealand100100Horticulture operations

Delica LimitedNew Zealand100100Fruit exporter

Delica Australia Pty LimitedAustralia100100Fruit exporter

Delica Domestic Pty LimitedAustralia8080

Fruit and produce wholesale

distributor

Delica North America, Inc.

(1)

United States of America50100Fruit exporter

Delica (Shanghai) Fruit Trading Company

Limited

China100100

In-market services and fruit

importer

ENZA Fresh, Inc.

(2)

United States of America - 100Pipfruit promotion

ENZA Investments USA, Inc.

(3)

United States of America - 100Investment company

ENZAFOODS New Zealand LimitedNew Zealand100100

Manufacturer of processed fruit

and vegetable products

ENZAFRUIT New Zealand (CONTINENT)Belgium100100Pipfruit marketing

ENZAFRUIT New Zealand (U.K.) Limited

(4)

United Kingdom - 100Investment company

ENZAFRUIT New Zealand International

Limited

New Zealand100100Pipfruit sales and marketing

ENZAFRUIT Peru S.A.CPeru100100Horticulture operations

ENZAFRUIT Products Inc.United States of America100100

Fruit variety development and

propagation

Fruit Distributors LimitedNew Zealand100100Investment company

Fruitmark NZ LimitedNew Zealand100100Processed foods broking

Fruitmark Pty LimitedAustralia100100Processed foods broking

Fruitmark USA Inc.United States of America100100Processed foods broking

Great Lake Tomatoes Limited

(5)

New Zealand - 100Horticulture operations

Invercargill Markets LimitedNew Zealand100100Investment company

Safer Food Technologies Limited

(6)

New Zealand - 100Investment company

Status Produce LimitedNew Zealand100100Horticulture operations

Status Produce Favona Road LimitedNew Zealand100100Leased property holding

T&G Fruitmark HK LimitedHong Kong100100Processed foods broking

T&G Insurance Limited

(7)

New Zealand100 - Captive insurance provider

T&G Japan LimitedJapan100100

In-market services and fruit

importer

T&G South East Asia LimitedThailand100100

In-market services and fruit

importer

T&G Vizzarri Farms Pty LimitedAustralia5050

Fruit and produce wholesale

distributor

Taipa Water Supply LimitedNew Zealand6565Water supply

Turners & Growers (Fiji) LimitedFiji7070Fresh produce importer

Turners & Growers Fresh LimitedNew Zealand100100

Fresh produce wholesale

distributor

Turners & Growers New Zealand LimitedNew Zealand100100Shared services provider

Turners and Growers Horticulture LimitedNew Zealand100100Horticulture operations

Worldwide Fruit Limited

(8)

United Kingdom5050

Pipfruit importer and packing

services

66
67

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

31. INVESTMENTS IN SUBSIDIARIES (CONTINUED)

(1)

On 6 April 2017, the Group sold 50% of its shares in Delica North America to Grandview Brokerage Limited, which holds a majority shareholding in GB LLC.

Refer to note 19 for further information.

(2)

On 6 April 2017, ENZA Fresh, Inc. merged into GB LLC. Refer to note 19 for further information.

(3)

On 20 March 2017, ENZA Investments USA, Inc. merged into ENZA Fresh, Inc.

(4)

On 2 October 2017, the assets of ENZAFRUIT New Zealand (U.K.) Limited were distributed to ENZAFRUIT New Zealand International Limited and the entity

was liquidated.

(5)

On 1 August 2017, Great Lake Tomatoes Limited was amalgamated into Status Produce Limited.

(6)

On 10 October 2017, Safer Foods Technologies Limited was amalgamated into Invercargill Markets Limited.

(7)

On 7 August 2017, T&G Insurance Limited was incorporated. The entity is located in Auckland, New Zealand.

(8)

From 2 January 2017, the Group has accounted for Worldwide Fruit as a subsidiary in accordance with NZ IFRS 10 Consolidated Financial Statements. Refer to

note 18 for further information.

The balance date of all subsidiaries is 31 December.

32. EVENTS OCCURING AFTER THE BALANCE DATE

Potential sale of ENZAFOODS New Zealand Limited

As at the date of these accounts being issued, the Group was in negotiations to sell the assets and business of its wholly-owned subsidiary,

ENZAFOODS New Zealand Limited. This entity forms part of the Processed Foods segment and has processing operations in Hastings,

New Zealand and Nelson, New Zealand.

Amalgamation of Apollo Apples (2014) Limited

On 1 January 2018, Apollo Apples (2014) Limited (Apollo) was amalgamated into ENZAFRUIT New Zealand International Limited

(ENZAFRUIT NZ), bringing together the horticultural operations in Apollo with the pipfruit sales and marketing activities in ENZAFRUIT NZ.

Final dividend announced

On 28 February 2018, the Board resolved to pay a final dividend to the shareholders of $0.06 per share.

There are no other events post balance date that would cause a material misstatement to the financial information presented in this

report.

FIVE YEAR FINANCIAL REVIEW

2017

$’000

2016

$’000

2015

$’000

2014

$’000

2013

$’000

Revenue

Continuing activities1,106,466871,771812,764727,022732,221

Profit

Pre-tax profit22,32542,09524,66916,84023,420

Net profit after tax22,59732,43619,45010,61417,238

Funds employed

Paid up capital176,357176,357170,317165,147165,147

Retained earnings and reserves 237,417168,082147,933110,058102,324

Non-controlling interests11,8192,3832,6961,7611,200

Non-current liabilities 217,164194,853214,855167,95199,005

Current liabilities155,959108,911118,167106,53192,140

798,716650,586653,968551,448459,816

Assets

Property, plant and equipment450,981393,974401,395338,299250,773

Other non-current assets 93,25460,00857,42634,93752,219

Current assets254,481196,604195,147178,212156,824

798,716650,586653,968551,448459,816

20172016201520142013

Statistics

Number of ordinary shares on issue122,543,204122,543,204119,803,316117,010,550117,010,550

Earnings per share - cents15.825.115.48.413.8

Net tangible assets per security$3.17$2.62$2.47$2.27$2.19

Percentage of equity holders funds to total assets 53%53%49%50%58%

Ratio of current assets to current liabilities1.631.811.651.671.70

Ratio of debt to equity

(1)

0.880.881.040.990.71

Dividends

Cents per share on paid up capital 6665 -

Total dividend paid$7,352,592$7,188,199$7,020,633$5,850,528 -

(1)

Debt includes trade payables.

68
69

T&G Global Limited Consolidated Financial Statements 2017T&G Global Limited Consolidated Financial Statements 2017

DIRECTORY

DIRECTORS

Prof. K.J.Lutz

Chairman and Non-independent Director

C.U.G. Bell

Non-independent Director

C.A. Campbell

Independent Director

A. Helber

Non-independent Director

M.W. Liu

Non-independent Director

R.T. Priske

Non-independent Director

J.S. Wilson

Independent Director

REGISTERED OFFICE

1 Clemow Drive

Mt Wellington

Auckland 1060, New Zealand

REGISTERED OFFICE CONTACT DETAILS

PO Box 290

Shortland Street

Auckland 1140, New Zealand

Telephone: (09) 573 8700

Website: www.tandg.global

Email: info@tandg.global

AUDITORS

Deloitte Limited

PRINCIPAL BANKERS

Bank of New Zealand

HSBC

Rabobank

Westpac New Zealand

PRINCIPAL SOLICITORS

Russell McVeagh

SHARE REGISTRY

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622, New Zealand

SHARE REGISTRY CONTACT DETAILS

Private Bag 92119

Victoria Street West

Auckland 1142, New Zealand

Investor enquiries: (09) 488 8700

Website: www.computershare.co.nz

Email: enquiry@computershare.co.nz

www.tandg.global

---

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:

InterimYear

X

SpecialDRP Applies

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

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:

30 March 201806 April 2018

$$0.003000$0.023333

$

NZD

$7,352,592.24

Date Payable

NEW ZEALAND DOLLARS

Enter N/A if not

applicable

NZTURE0002S5

In dollars and cents

CASH HELD

$0.060

(09) 573 8899(09) 573 478928022018

Ordinary Shares

EMAIL: announce@nzx.com

Notice of event affecting securities

T&G GLOBAL LIMITED

Doug Bygrave - Company SecretaryDirectors' Resolution

---

1


NZX Announcement

1 March 2018


T&G GLOBAL CONTINUES GROWTH PATH DESPITE CHALLENGING YEAR


T&G Global Limited (T&G) had plenty to celebrate in its 120th year despite climatic challenges which

impacted its overall business result and contributed to a reduced profit after tax of $22.6m, down 30% on

the previous year.

The Group reported over a billion dollars of revenue for the first time, due to continued growth in its core

business and aided by the consolidation of UK subsidiary Worldwide Fruit.

Continued strong pricing for T&G’s apple varieties supported revenue growth for the Pipfruit business.

Additionally, improved local trading conditions led to an improved result for the New Zealand Markets

business.

However, 2017 was overall a challenging year with poor weather conditions negatively impacting on fruit

quality and domestic and international harvests. Adverse weather conditions also impacted the

International Produce division’s product lines with the most affected being T&G’s key grape and high

margin cherry businesses. The growing maturity of T&G’s international operations, inflationary increases in

employee wages and salaries also added to an increase in operating costs.

T&G’s Chief Financial Officer, Wolfgang Loose, states “despite the difficult environmental conditions, the

business overall remains on track to achieve its long-term strategic objectives. These include further

vertical integration, additional investment in plant variety rights, produce marketing, and a continued focus

on customer value and investment in people.”

One-off gains of $23.6m, relating to the acquisition of shares in Grandview Brokerage LLC and the first-

time consolidation of Worldwide Fruit, were largely offset by asset impairments recorded in the business.

T&G continued to invest in its local infrastructure and growing operations during 2017 as evidenced by a

capital investment programme of $20.4 million. This included the planting of 62 hectares of new apple

orchards and 140,000 new apple trees, ensuring a steady future supply of key variety apples for T&G’s

export programmes.

The Group will pay a fully-imputed dividend of $0.06 per share to its shareholders in April 2018.

ENDS


For more information please contact:

Jo Jalfon, Head of Corporate Brand/Communications, T&G Global

Tel: 027 201 2645

Email: joanne.jalfon@tandg.global

www.tandg.global

---

1
T&G Global Limited Annual Report 2017

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SECTION HERE

ANNUAL REPORT

DECEMBER 2017

Grow

 3'2

2
3

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T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

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041608

2434

14

2836

Our Core

Results

Our Divisions

Our Board

Global GrowthCorporate

Governance

Financial

Summary

Growing GreenStatutory

Information

CONTENTS

š8(-&


1$2'

The T&G Global (T&G) story and that of its

entities began in Auckland, New Zealand

in 1897 when English-born Edward Turner

Esquire started a fruit auction business

which went on to become the city’s

largest.

Now, we’re over 120 years fresh thanks to

consistent growing practices, committed

growers, valued customers and

SDVVLRQDWHVWD΍DURXQGWKHZRUOG

We are one of New Zealand’s largest

vertically integrated growing, packing,

shipping and marketing companies. We

have the people, structure and brands to

further support the global communities in

which we operate and provide a return for

all stakeholders.

Like you, we’re fresh food lovers. We’re

constantly striving for quality produce

while exploring sustainable growing

practices to maintain year-round

freshness and provide a healthier lifestyle

for everyone we share the planet with.

T&G continues to invest extensively in

new varieties, technology and innovation,

from seed to sale, while supporting our

H[LVWLQJEUDQGVWRIXOȴOFXVWRPHUGHPDQG

in the future.

NATALIE SHARPLES AND

MICHELLE SINGH

T&G MARKETERS

4
5

T&G Global Limited Annual Report 2017

|

OUR CORE RESULTSOUR CORE RESULTS

|

T&G Global Limited Annual Report 2017

Prof. Klaus Josef Lutz

Chairman

Our core

1$24+32

The Board of Directors

presents the Annual Report

for T&G Global Limited and

its subsidiary companies

(“T&G“) for the year ended 31

December 2017.

Undoubtedly, 2017 was a challenging year

with increasing disruption from severe

weather events in virtually all regions

of the world where T&G either grows

or sources its produce. This is just one

factor driving the need to adopt more

sustainable, innovative and smarter best

practice in both our own and third-party

supplier operations to ensure that grower

and customer needs can still be met even

during the more challenging seasons.

While these events negatively impacted

WKHȴQDQFLDOSHUIRUPDQFHLQLWGRHV

not alter the positive, underlying trends

for T&G. Management has continued to

diligently execute T&G’s Strategy 2022.

As a result, the foundations for long-term

sustainable growth continue to be pursued

through the investment in new plantings,

digital enablement, strengthened

operational assets and additional

H[SHUWLVHLQRXUJOREDOWHDP7KHEHQHȴWV

of this investment will become evident as

the volumes from T&G’s own and third

party licensed growers increase and our

FXVWRPHUVEHJLQWREHQHȴWIURPWKHJOREDO

insights, marketing support and account

management provided by T&G’s in-market

teams.

Serving the needs of our customers

It was a pleasure to share our 120th

anniversary celebrations with so many

of our growers and customers this year

without whom we would not be as strong

as we are today.

H[HPSOLȴHGKRZUHVLOLHQWRXUJURZHU

partners must be with increasing severity

RIȵRRGVGURXJKWKHDWZDYHVDQGIURVWV

around the world. Europe was a prime

example, with an estimated 15% of the

European apple crop lost due to severe

frosts.

In such conditions, the value of a global

QHWZRUNRIRɝFHVDQGWKHȵH[LELOLW\RI

multiple supply regions helps T&G’s

customers to continue to receive quality

fresh produce year-round. T&G recognises

the value it can create for its customers

from its global intelligence and these

insights can help meet the customers’

needs depending on varietal trends,

grower development and seasonal impacts

in one or more territories. The increasing

use of information inherent within the T&G

network may become as valuable to the

customer as the quality of the produce

delivered to the consumer.

Strengthening relationships

I am pleased to report that during 2017

T&G has continued to mature its supply

chain as it seeks to get closer to the needs

of its customers in key markets and reduce

the risk posed by disintermediation.

T&G strengthened its position in existing

important markets including the United

Kingdom and the United States through

WKHȴUVWWLPHFRQVROLGDWLRQRI:RUOGZLGH

Fruit Limited and acquiring an equity

interest in Grandview Brokerage LLC,

which owns David Oppenheimer &

Company I, L.L.C. (Oppy US), one of North

America’s leading fresh produce traders.

The United States is the second largest

consumer of fresh produce and one of the

fastest growing markets for fresh produce

after China. Oppy US and T&G’s key

produce categories are perfectly aligned

and we look forward to working closely

with Oppy US to further grow this business

DQGR΍HUJURZHUVXSSOLHUVDFFHVVWRERWK

US domestic and export markets.

PROF. KLAUS

JOSEF LUTZ

CHAIRMAN

Simplify and focus

T&G has continued to divest of

underperforming or non-core assets as it

focuses on growth markets and produce

categories. Earlier in the year, the non-core

EXVLQHVVRI)ORUDPD[ȵRZHUDXFWLRQZDV

sold and in October the potential sale or

closure of our processed foods business

T&G Foods (ENZAFOODS New Zealand

Limited) was announced. We hope to

conclude this process shortly.

Looking forward

Smart farming is one of the most

important developments in primary

LQGXVWU\7KHEHQHȴWVIURPJURZHU

to customer, are numerous and the

consequences reach far beyond the

industry and deep into the communities

and consumers of fresh produce.

The use of technology and information

will, among other things, improve

grower returns, reduce waste, improve

sustainable farming practices, reduce

water consumption, provide cost savings,

maximise yield and ultimately feed more

people from the same resources with less

impact on the environment.

T&G is no exception and there are many

areas where process and technology

improvements are being made to

further empower our people and enable

the sharing of knowledge across T&G

and with our growers and customers.

FirstPick™ and OrchardHand™ are two

examples of innovation that are driving the

business forward. FirstPick™, our digital

produce buying platform, continued

to grow strongly in 2017 and T&G has

already adopted its orchard application

OrchardHand™, on its own apple orchards

and has extended it to growers in New

Zealand and the United States.

T&G strengthened its commitment

to ‘Growing Green’ in 2017 through a

number of initiatives including joining New

Zealand’s Soft Plastics Recycling Initiative

which encourages consumers to return

soft plastics to supermarkets for recycling.

We also signed a new collaboration

DJUHHPHQWZLWKWKH(QHUJ\(ɝFLHQF\

and Conservation Authority (EECA) after

formalising our relationship in late 2015.

At the time we set an initial target of

reducing energy use by two GWh by 2018.

However, that target was reached after 12

months with EECA’s support.

During 2017 T&G made improvements

LQKLJKHQHUJ\DUHDVLWVRɝFHVJURZLQJ

sites and market sites across New Zealand.

T&G is intent on reducing the cost of food

production but also food wastage through

enhancements to its growing programmes

and donations to organisations such as

KiwiHarvest which redistributes excess

food to those in need.

Thank you

On behalf of the board, I would like to

thank Alastair Hulbert for his leadership

DV&KLHI([HFXWLYH2ɝFHUIURPWR

2017. During his tenure, the strategy and

YDOXHVWKDWPDQDJHPHQWDQGVWD΍VHWIRU

T&G has delivered the most stable and

SURȴWDEOHSHULRGLQ7 *ȇVKLVWRU\

The Board also wishes to thank Sir John

$QGHUVRQIRUKLVVLJQLȴFDQWFRQWULEXWLRQ

and leadership and wishes him all the

very best for his retirement which he

announced in December 2017. We equally

appreciate the contribution Rob Campbell

made to our Board over six years prior to

his resignation in April 2017.

Finally, thank you to the management

and employees of T&G who have worked

diligently in 2017 to support our growers,

customers and each other.

We look forward to continuing this

momentum and a positive 2018.

6
7

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T&G Global Limited Annual Report 2017

T&G GLOBAL CELEBRATED

120 YEARS FRESH IN 2017

Our Board
CAROL CAMPBELL

BCom, CA, ChMinstD

Independent Director

Director since June 2010

Board committees: Chair of the Finance,

Risk and Investment Committee, Member

of the Human Resources Committee

Carol Campbell is a chartered accountant

and a member of Chartered Accountants

Australia and New Zealand. Mrs Campbell

KDVH[WHQVLYHȴQDQFLDOH[SHULHQFHDQGD

VRXQGXQGHUVWDQGLQJRIHɝFLHQW%RDUG

governance.


She holds a number of directorships

across a broad spectrum of companies

including Kiwibank, New Zealand Post,

NZME, NPT and Fisher Listed Investment

&RPSDQLHVȂ.LQJȴVK%DUUDPXQGLDQG

Marlin Global where she is Chair of the

Audit and Risk Committee.

PROF. KLAUS JOSEF LUTZ

Chairman & Non-Independent Director

Director since April 2012

Prof. Klaus Josef Lutz has been the Chief Executive

2ɝFHURI%D\:D$NWLHQJHVHOOVFKDIW %D\:D 

since July 2008. He began his career initially as a

lawyer but soon assumed managerial positions

LQDQXPEHURIGL΍HUHQWVHFWRUVZKLFKHQDEOHG

him to gain extensive experience, above all in the

restructuring and development of companies.

He is a member of the supervisory boards of a

number of listed and private companies including

Euro Pool System International B.V. (chairman),

5:$5DL΍HLVHQ:DUH$XVWULD$*8QVHU/DJHUKDXV

Warenhandelsgesellschaft m.b.H and Giesecke &

Devrient GmbH (chairman).

ΖQ3URI/XW]ZDVDSSRLQWHGDVDQ

honorary professor of Managerial Economics

of Co-operative Societies at the Technische

Universität München.

MAU WAH LIU

Non-Independent Director

Director since April 2017

0DX:DK/LXKDVPRUHWKDQ\HDUVRI

experience in the produce industry and

enterprise management. In 1998, he

founded Golden Wing Mau Enterprise

Development Co., Limited. He is

the Chairman of Golden Wing Mau

Agricultural Produce Corporation (Joy

Wing Mau Group), which he established

LQ

Mr Liu has won numerous industry

honours and awards including receiving

the China Fruit Marketing Association

Award “Person of the Year” in 2016.

ANDREAS HELBER

Non-Independent Director

Director since April 2012

Board committees: Member of the

Finance, Risk and Investment Committee

Andreas Helber has been Chief Financial

2ɝFHU &)2 RI%D\:DVLQFHDQG

began his career as a business graduate

at KPMG in Munich. In 2000, Mr Helber

joined BayWa as Head of Finance. He

subsequently took over as manager of

Investor Relations and was appointed

Executive Manager in 2007 before his

current role as CFO.

Mr Helber is a member of the supervisory

boards of a number of listed and

private companies including R+V

3HQVLRQVYHUVLFKHUXQJ$*5:$5DL΍HLVHQ

Ware Austria AG, and Unser Lagerhaus

Warenhandelsgesellschaft m.b.H.

JOHN WILSON

B.Agr.Sc

Independent Director

Director since April 2012

Board committees: Chairman of the

Human Resources Committee, Member

of the Finance, Risk and Investment

Committee

John Wilson is currently the chairman

of dairy co-operative Fonterra. He is a

chartered member of the Institute of

Directors in New Zealand and on the

Executive Board of the New Zealand

China Council.

Mr Wilson lives on his farm near Te

Awamutu and jointly owns a dairy

farming business based near Geraldine,

South Canterbury.

CHRISTIANE BELL

Non-Independent Director

Director since February 2014

Christiane Bell is the current General

Manager Fruit at BayWa and responsible

for BayWa’s Global Produce. Ms Bell has

served as head of fruit, vegetables and

baked goods at discounters Penny and

as Sales Director Germany / Scandinavia

with Dutch company The Greenery.

Ms Bell is currently director of Obst

vom Bodensee Vertriebsgesellschaft

m.b.H. and TFC Holland B.V.

RALF TOBIAS PRISKE

Non-Independent Director

Director since December 2017

Ralf Tobias Priske started working for

BayWa in 1998 as member of the legal

department providing advice to the

various branches of the company and

had a leading role in the acquisition of

the majority of the shares of T&G by

BayWa in 2012.


)URPWRKHZRUNHGIRU

the renewable energy sector of the

BayWa Group as Deputy Legal Counsel

focusing on establishing the renewable

energy business in the USA. In July

2015, Mr Priske was appointed as

BayWa’s Company Secretary and lives in

Rosenheim near Munich, Germany.

8 OUR BOARD

|

T&G Global Limited Annual Report 2017

11
T&G Global Limited Annual Report 2017

|

GLOBAL PRESENCE

We grow, source,

market, distribute and

sell produce across

the globe.

Austria, Chile, France, Germany, Italy,

New Zealand, South Korea, Spain,

Switzerland, United Kingdom, USA

Australia, Mexico, New Zealand, Peru

Australia, Ecuador, Mexico, PeruChile, Italy, New Zealand

Australia, Chile, Mexico, Peru, USA

Ecuador

APPLES

KIWIFRUIT

BANANAS

ASPARAGUS

MANGOES

GRAPES

GLOBAL

BASKET

Australia, Canada, Chile,

New Zealand, USA

Australia, New Zealand, Peru, USAAustralia, Chile, New Zealand,

Peru, USA

Thailand

New ZealandPhilippinesAustralia, Chile, New Zealand, USAAustralia, New Zealand

POTATOESPINEAPPLESSTONE FRUITTOMATOES

CHERRIESCITRUSBERRIESDRINKING COCONUTS

10 GLOBAL PRESENCE

|

T&G Global Limited Annual Report 2017

UK

SOUTH AMERICA

NORTH AMERICA

ASIA

PACIFIC ISLANDS

AUSTRALIA

NEW ZEALAND

CONTINENTAL EUROPE

WHERE WE GROW,

EXPORT FROM OR HAVE

A PRESENCE AND SELL

TO CUSTOMERS.

+.! +

1$2$-"$

12
13

T&G Global Limited Annual Report 2017

|

OUR RESULTSOUR RESULTS

|

T&G Global Limited Annual Report 2017

2017

2016$872$33.4$32.4$347$2.62

$

20.8

MILLION

$

426

MILLION

$

3.17

$

1,106

MILLION

$

22.6

MILLION

REVENUEFINANCIAL YEARNET ASSETSOPERATING PROFITNET TANGIBLE ASSETS

PER SHARE*

PROFIT AFTER

INCOME TAX

- /2'.3



.%.411$24+32

*Total net assets less total intangible assets,

divided by number of ordinary shares.

MILLIONMILLIONMILLIONMILLION

T&G EGM New Zealand Andrew Keaney

(centre) celebrates Lotatoes™ being

named the overall winner of the Ministry

for Primary Industries’ Primary Sector

Award 2017 with T&G potato growers

Eamon Balle, Balle Brothers (left) and

Pravin Masters, Masters Produce (right).

14
15

FINANCIAL SUMMARY

|

T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

|

FINANCIAL SUMMARY

(- -"( +

4,, 18

WOLFGANG LOOSE

CHIEF FINANCIAL OFFICER

In 2017, T&G celebrated its

120th year by surpassing a

billion dollars of revenue for

WKHȴUVWWLPHJURZLQJLWVJOREDO

presence with new ventures

in the United States (US) and

the United Kingdom (UK), and

achieving a strong result in its

New Zealand Markets business.

The past year was not without its

challenges however as poor weather

conditions negatively impacted on fruit

quality and domestic and international

harvests. The lack of quality fruit combined

with increasing costs in its businesses saw

7 *ȇVQHWSURȴWDIWHULQFRPHWD[GHFUHDVH

E\PLOOLRQIURPPLOOLRQLQ

to $22.6 million in 2017.

Growing a global presence

One of T&G’s strategic focuses is to grow

and strengthen key markets both locally

and overseas. During the year, T&G

DFTXLUHGRIWKHVKDUHVLQ*UDQGYLHZ

Brokerage LLC, a US company that holds

100% of the shares in David Oppenheimer

& Company I, L.L.C. with whom T&G has

had a long association. This venture gives

T&G greater access to the US market for

T&G’s own grown and sourced pipfruit.

In 2017, T&G also consolidated

Worldwide Fruit Limited (Worldwide Fruit)

LQWRLWVUHVXOWVIRUWKHȴUVWWLPH7KLV

consolidation was made possible through

the renegotiation of the shareholders’

agreement between Worldwide Fruit’s two

50% shareholders. By working closely with

Worldwide Fruit, T&G further strengthens

its presence in the UK market.

$SDUWIURPWKHVHWZRVLJQLȴFDQW

transactions, T&G also became the

licence holder of 16 proprietary blueberry

varieties in Australia. This investment

enables T&G to work with growers to

develop and market a range of varieties in

a category that is rapidly growing globally.

Achieving a key revenue milestone

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LQFUHDVHE\PLOOLRQIURP

$871.8 million in 2016 to $1.1 billion in

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recorded a billion dollars of revenue. Most

of this revenue growth was through the

consolidation of Worldwide Fruit in the UK

contributing $212.6 million of revenue.

In addition, continued strong pricing for

T&G’s apple varieties and a good result

for the New Zealand Markets contributed

to organic revenue growth for the Pipfruit

and New Zealand Produce divisions.

This landmark revenue result for T&G did

QRWWUDQVODWHWRRSHUDWLQJSURȴWJURZWKDV

operating costs increased by

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to $260.2 million in 2017 and purchases,

raw materials and consumables used

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PLOOLRQLQWRPLOOLRQ

in 2017.

The majority of the increase was again

due to the consolidation of Worldwide

Fruit. The growing maturity of T&G’s

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increases in employee wages and

VDODULHVDQGLQFHQWLYHSD\PHQWVWRVWD΍

recognising the 2016 result, have also

added to the increase in operating costs.

2SHUDWLQJSURȴWZDVDOVRD΍HFWHG

E\VLJQLȴFDQWZHDWKHUHYHQWVLQ1HZ

Zealand and internationally. In the Pipfruit

GLYLVLRQVLJQLȴFDQWXQVHDVRQDOUDLQLQ

Hastings, New Zealand in the early part

of 2017 impacted on apple quality and

harvests, reducing the amount of quality

fruit available for local and international

markets.

Adverse weather conditions also impacted

on most of the International Produce

division’s product lines, with the most

D΍HFWHGEHLQJ7 *ȇVNH\JUDSHDQG

high margin cherry businesses. In Peru,

the division’s grape growing operations

ZHUHVHYHUHO\LPSDFWHGE\ȵRRGLQJZLWK

extensive damage to the vines resulting in

the loss of this season’s harvest.

The New Zealand Produce division had an

excellent year and outperformed 2016 on

DQRSHUDWLQJSURȴWOHYHO7KLVZDVSRVVLEOH

due to a record result in the New Zealand

Markets business which was driven by

higher fresh produce prices overall in 2017

and hence higher commissions earned by

the business.

3URȴWDIWHUWD[IRULQFOXGHVRQHR΍

gains of $15.4 million and $8.2 million,

relating to the acquisition of Grandview

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of Worldwide Fruit respectively. These

JDLQVZHUHR΍VHWE\LPSDLUPHQWVUHFRUGHG

in the business.

Robust financial position

T&G continues to have a solid balance

sheet with total net assets of

$425.6 million representing a

$78.8 million increase from 2016.

$56.1 million of the increase was from

the revaluations of commercial land and

improvements, buildings, and orchard

land and improvements in line with T&G’s

accounting policy for property, plant and

equipment.

The consolidation of Worldwide Fruit and

the investment in Grandview Brokerage

LLC also contributed to the increase in net

assets compared to 2016.

2017 saw continued investment in

T&G’s local infrastructure and growing

operations as evidenced by a capital

investment programme of $20.4 million.

This included the planting of 62 hectares

of new apple orchards and 140,000 new

apple trees, ensuring a steady future

supply of key variety apples for T&G’s

export programmes.

The increase in net assets has seen net

tangible assets per share increase from

LQWRLQGULYHQ

in part by a higher asset base from

DVVHWUHYDOXDWLRQVDQGWKHȴUVWWLPH

consolidation of Worldwide Fruit. Earnings

per share however has declined from 25.1

cents per share in 2016 to 15.8 cents per

VKDUHLQGXHWRWKHGLɝFXOW\HDU

experienced by T&G.

Wolfgang Loose

&KLHI)LQDQFLDO2ɝFHU

16
17

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T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

|

SECTION HERE

Our

õ(2(.-2

Every day, T&G delivers the highest quality

fresh produce around the world. We do this by

growing and sourcing year-round, from the top

of the globe to the bottom, while staying true

to our purpose of a Passion for Freshness.

18 20 22

PipfruitInternational

Produce

New Zealand

Produce

JAMIE LAUFISO AND

WIREMU TAKEREI

T&G NZ PRODUCE

18
19

T&G Global Limited Annual Report 2017

|

PIPFRUITPIPFRUIT

|

T&G Global Limited Annual Report 2017

(/%1—3


O //+$2H/$ 12

T

he North American market was a

key focus for T&G’s Pipfruit (apples

and pears) division in 2017 with

greater collaboration between T&G and

Oppy’s domestic and export account

teams. The enhanced partnership is

EHQHȴWLQJJURZHUVVXSSOLHUVFXVWRPHUV

and consumers of apples in the region.

T&G increased its previous 15%

shareholding in the US produce marketing

and distribution business, David

Oppenheimer & Company I, L.L.C. (Oppy

86 WKURXJKLWVDFTXLVLWLRQRIRI

Grandview Brokerage LLC, which holds

100% of Oppy US.

The two US collaborations have already

led to stronger integration between

T&G’s and Oppy US’s domestic and

H[SRUWDFFRXQWWHDPVIRUWKHEHQHȴWRI

growers, suppliers, key customers and the

consumers of fresh produce.

T&G and Grandview Brokerage Limited

(GBL), a 65% owned subsidiary of Total

Produce plc (Ireland), announced a

partnership with two US produce businesses

in March 2017 to provide their respective

grower suppliers with access to both US

domestic and international customers.

Despite strengthened ties in all

key markets, T&G’s Pipfruit division

experienced a challenging year overall

due to wet weather in the southern

KHPLVSKHUHDQGIURVWVLQ(XURSHD΍HFWLQJ

crop health. The division experienced one

DARREN DRURY

Executive General Manager Pipfruit

of the most challenging crops in 25 years

but achieved close to budget.

JAZZ™ and Envy™ are now top ten

premium varieties in retail in most of

T&G’s key markets including the USA,

Europe, Asia and the UK. Awareness

and value continued to rise with quality

fruit supported by extensive in-market

campaigns including a global JAZZ™

refresh.

Across Europe, demand continues to

grow for both JAZZ™ and Envy™ apples,

from growers and customers, with JAZZ™

reaching its highest sales price in 2017

since the variety was introduced in 2001.

T&G’s expansion in Asia has assisted the

business in growing its relationships and

opportunities across key markets including

China, Thailand, Vietnam and Japan.

Globally, T&G will continue to roll-out new

SODQWLQJVIURPKHFWDUHVRI-$==ȠDQG

Envy™ in 2015 to 615 hectares by 2018.

A strategic refresh through to 2025 and

upweighted marketing activity and brand

communications resourcing will ensure

continued global growth and awareness.

APPLES

T&G currently markets 10 million

crates of apples globally and is on track

to achieve our global target of 20

million cartons globally by 2020.

2020

2017

10

MILLION

20

MILLION

20
21

INTERNATIONAL PRODUCE

|

T&G Global Limited Annual Report 2017

-3$1- 3(.- +

Produce

T

&G’s International Produce division

was negatively impacted by a range

of issues during 2017 including

a delay in the harvesting of key category

table grapes in Peru due to severe weather.

The passing of King Bhumibol of Thailand

led to an extended mourning period for

Thai people and the cessation of sales

and marketing promotions. However

consumption of T&G’s key apple brands

remained steady globally.

In September, T&G announced it was

strengthening its relationship with

long-term partner, Montague, based in

Victoria, Australia. Montague is Australia’s

leading producer and distributor of stone

fruit. The two companies have enjoyed a

positive commercial relationship for 15

years with Montague managing T&G’s

JAZZ™ and Envy™ apples under license for

the Australian market. That arrangement

has now been extended through a

memorandum of understanding that

ZLOOVHH7 *EHFRPHWKHRɝFLDOH[SRUW

partner for Montague stone fruit brands –

CROC EGGS and the MONTAGUE tree.

Under the agreement, T&G is selling and

PDUNHWLQJ0RQWDJXHVWRQHIUXLWR΍VKRUH

ZLWKWKHVXSSRUWRILWVLQPDUNHWRɝFHV

in Asia.

The strengthened partnership is already

opening new export markets for T&G’s

growing volume of fruit across its global

network including China which Australia

gained access to for stone fruit in 2017.

The growth opportunities presented

by berries is supported by an exclusive

licensing agreement with Plant & Food

Research which gives T&G access to a

suite of 16 proprietary blueberry varieties

LQ$XVWUDOLD7KHDJUHHPHQWFRQȴUPHGLQ

September, represents one of the biggest

collections of proprietary commercial

and pre-commercial blueberry varieties

in the world.

SARAH M

C

CORMACK

Executive General Manager International

The arrangement includes varieties

developed by Plant & Food Research and

a collection of premium varieties from Fall

Creek Farm and Nursery in Oregon, USA,

for which Plant & Food Research holds the

Australian licensing rights. The agreement

allows T&G to drive further growth in

one of its key categories and key markets

through managing the supply chain from

plant propagation to plant distribution and

marketing.

The varieties T&G has licensed in Australia

DUHKLJK\LHOGLQJZLWKDJUHDWȵDYRXU

SURȴOHDQG7 *KDVUHFHLYHGVWURQJ

interest from growers wanting to plant

WKHP7KHȴUVWSODQWVDUHH[SHFWHGWREH

available in early 2018 and T&G will scale

up production for commercial plantings

from 2019. Australian fresh blueberry

production has more than tripled since

2007, when volume was 2,000 tonnes per

annum, to 7,660 in 2017.

22
23

T&G Global Limited Annual Report 2017

|

NEW ZEALAND PRODUCENEW ZEALAND PRODUCE

|

T&G Global Limited Annual Report 2017

$6$ + -#

Produce

T

&G’s New Zealand Produce

division is responsible for a range

of business units and customer

relationships. This includes growing

operations for covered crops (tomatoes,

FDSVLFXPVDQGFXFXPEHUV DQGGLYHUVLȴHG

produce (citrus, kiwifruit and berries),

managing the New Zealand markets,

overseeing imports of produce and

transport operations.

The division continues to have strong

relationships with 1,050 third-party growers

across the country who enable T&G to

provide our customers with the full range

of products and ensure continuity and

consistency of supply of quality produce.

Those relationships have been formed over

120 years and now extend to over 2,000

retail customers across New Zealand.

A strong driver of success for the division

has been the team’s focus towards placing

the customer at the heart of what we do.

This has been achieved through working

closer with our customers nationwide and

by providing an improved online ordering

experience with FirstPick™ which supports

purchases from 12 market sites across

New Zealand.

During the year T&G was nominated as

‘Supplier of the Year 2017’ by Countdown,

PDNLQJLWWRWKHȴQDOWKUHH

T&G’s focus on remaining consumer

relevant led to the hugely successful

ODXQFKRI/RWDWRHVȠ7 *ȇVȴUVWORZHU

carbohydrate and calorie potato, which

was named runner up for ‘New Product

of the Year 2017’ by Countdown and was


T&G PRODUCE SUPPLY & DISTRIBUTION

IMP O R T S &

NZ GROWERS

T&G

TRANSPORT

EXPORTS &

INTERNATIONAL

CONSUMERS

NZ RETAIL &

CONSUMERS

crowned the overall winner of the Ministry

for Primary Industries’ Primary Sector

Awards at the 2017 Food Awards – an

enormous accolade.

Other brands that performed well over

2017 include JAZZ™ and Envy™ apples,

as well as Ruby’s Jellybean™ tomatoes,

now number one fresh produce by value

in Countdown. Their sister brand Beekist

Angel showed strong growth and is the

number one in fresh produce item by

YDOXHDFURVVWKH)RRGVWX΍VEDQQHUV

With ethical sourcing becoming more

important to consumers and customers,

the continued success of our partnership

with All Good Fairtrade bananas remains

extremely positive.

The transport division of New Zealand

3URGXFHKDGDGLɝFXOW\HDUZLWKORZHU

volumes of produce being transported

around the country due to roading

challenges as a result of the Kaikoura

earthquake in November 2016. However,

WKHGLYLVLRQȴQLVKHGVWURQJO\1HZ

business development opportunities

were realised through diversifying

our transport capability, winning new

customers and focusing on removing

unnecessary cost in the business.

ANDREW KEANEY

Executive General Manager

New Zealand

NEW ZEALAND MARKETS

FirstPick.co.nz was developed

in-house by T&G’s IT team and

enables customers to order

fresh fruit and vegetables in

real-time from a desktop, tablet

or smartphone 24/7.

ONLINE ORDERING

PLATFORM FOR

WHOLESALE

PRODUCE SECTOR

OPERATING

7 DAYS

A WEEK

12

MARKET

SITES

Jason Creaghan Manic Photography

24
25

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T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

|

SECTION HERE 242424444244222

2525255

SSESESEEECSEECCSTIOOOTTIOOOOON HHNNHN HHHEEERERREEEERREEEERRREERREREE

|||

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+.! +


1.63'

T&G is proud of the people that work in our business

across the globe with a shared passion for freshness. That

passion is what enables our continued growth.

Our focus is on strengthening relationships and being

adjacent to our customers to better respond to trends and

leverage key category opportunities.

2XULQWHQWLRQLVWREHWKHFXVWRPHUȇVȴUVWFKRLFHE\

understanding their needs, providing valued insights and

consistently securing the quality produce they need at the

right time and for the right price.

We want to be the benchmark for fresh produce by

adopting emerging best practice to support sustainable

growth by being an employer of choice known for

talented, hardworking employees supported by premium

produce, expert systems and processes.

26
27

T&G Global Limited Annual Report 2017

|

OUR CORE BRANDSOUR CORE BRANDS

|

T&G Global Limited Annual Report 2017

Our Core

÷1 -#2

T

&G grows, sells, and works with

passionate growers around

the world to deliver the highest

quality, trusted and safe fresh fruit and

vegetables. We love our food so we’re

constantly exploring ways to make it more

sustainable, fresh, and delicious to help

people lead a more healthy, active lifestyle.

Our core consumer brands of JAZZ™,

(QY\Ƞ3DFLȴF5RVHȠDQG%HHNLVWpDUH

now sold in over 60 countries around

the world. Each has a unique story to tell

that enables us to connect and add value

to our trade customers, growers and

consumers’ lives and businesses.

The Beekist® Story

$W%HHNLVWpRXUIULHQGO\JURZHUVDUH

supported by another team of little

helpers – in the form of humble, hard-

working bumble bees. You see, it takes

something of a small miracle to handcraft

WKHSHUIHFWȵDYRXUVRPHWRPDWR6RIW

rainwater. Gentle encouragement.

Minimal interference. And round-the-

FORFNFDUH2XUIULHQGO\EHHVȵ\IUHHO\

between all our specially selected vine

YDULHWLHVJHQWO\YLVLWLQJHDFKȵRZHUWR

ensure pollination just the way nature

intended. The result is a taste sensation

that everyday foodies with a fascination

IRUȵDYRXUORYHȂMXVWKRXUVDIWHUWKH\ȇUH

hand-picked from the vine.

The Envy™ Story: Bite and Believe

Day-after-day, whether in blazing sun,

pouring rain, biting cold or blowing wind,

our dedicated growers remain passionate

about Envy™ apples. You see, the more we

live the way we do, the more of us search

for a little parcel of purity. A perfect piece

of nature. A time when life was quieter

and maybe a little gentler. (And when an

ingredients list wasn’t 12 lines long.) Envy™

is the antidote – bite and believe! It’s an

apple grown for our busy, modern lives. A

pure and pristine apple that’s a genuine

work of orchard-growing genius. And one

you can enjoy just about anywhere. With

its extraordinary crunch and texture,

refreshingly sweet palette and beautiful

colours – it’s nature’s passport to a magical

moment of indulgent time. Brought to you

from the world’s most caring growers.

The JAZZ™ Story:

The JAZZ™ sensation

In some of the world’s most beautiful

orchards, a unique apple is proudly grown

by an enthusiastic group of passionate

growers. The result is a natural work of

art that’s both sun-kissed and carefully

nurtured. Because JAZZ™ apples are, well,

just apples. Right? Until you bite into it,

that is. For this is an apple that’s a true

taste sensation. An apple that zigs when

others zag. An apple that’s zingy, fresh,

zesty – an invigorating, always-refreshing

ȵDYRXUH[SORVLRQWKDWRQFHELWWHQLV

never forgotten. Because the thing

about traditional apples, is that they can

sometimes be a bit...traditional. (There’s

a reason they’re called Granny Smiths,

right?). But this? This little wonder is an

all-year-round, super-wholesome, one-way

WLFNHWWRUHIUHVKPHQWQLUYDQDDȵDYRXUKLW

so good that even we’re surprised it’s legal.

It’s the ultimate convenience food that feels

good, works wonders, and captures all the

best bits of nature into a single snack.

The Lotatoes™ Story

Lotatoes™ have a creamy melt in your

mouth taste, and with just 9.8 grams of

carbs per 100 grams, they contain at least

40% fewer carbs than the commonly

available Rua and Agria potato varieties.

Lotatoes™ are a versatile potato that can

be enjoyed in many ways; try them boiled,

baked or mashed. Virtually fat free, they

are best eaten with skin on for added

ȴEUH1DWXUDOO\EUHG/RWDWRHVȠDUHSURXGO\

grown for T&G by Balle Bros and Master

& Sons in two of the best growing regions

1HZ=HDODQGKDVWRR΍HU2KDNXQH

and Pukekohe have fertile soil and ideal

climate conditions, perfect for growing

ȵDYRXUVRPHKHDOWK\SRWDWRHV

The Pacific Rose™ Story:

Nature’s Perfect Pick-me-up

Life is rosy. Yet it can also be full of

surprises. So, just occasionally, it’s good to

know exactly what you’re getting. And with

D3DFLȴF5RVHDSSOHZHDOPRVWJXDUDQWHH

it. For starters, it looks naturally beautiful.

Its gorgeous natural blush pink colour

LVERWKXQLTXHDQGDȴQHH[DPSOHRID

sun-kissed apple that’s grown with genuine

care, and all-year-round expertise. But

the real proof is in the eating. With its

fragrant aroma, lush texture and satisfying

FUXQFK\RXUȴUVWELWHUHYHDOVDWDVWHDQG

ȴUPQHVVWKDWȇVDVGHOLJKWIXOO\MXLF\DVLWLV

enduringly comforting. It’s a natural apple

sorbet; balanced, hydrating and light. No

surprises, then, that it’s loved and admired

as the perfect pick me up – just the way

nature intended.

Engagement

T&G refreshed its website in 2017 keeping

content relevant and refreshing for

stakeholders.

www.tandg.global

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28
29

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|

T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

|

SECTION HERE 28

9929299299929929

SECTION HHEEREE

|

T&G Globaal LimitedAAnnuaal Repoepoepopoeprrrt rrt2220120122277777777TTT&GT&&&G&GTTTTTTTTTTTT&&GTT&TTT&TTTTT&GTTTTTTTTT&TTTTGGGlGlGlGlGlGGlobobbaobaobaboobbbabaooobl l Ll L LimimiimiiiiiimiimmiitttttededddedtteddedtedteddedttddedtedttteetedtttedtedtttedtedtteeeeddtttttteteeedtteeeedeeeeAAAAAnAAnAAAnAnAAAAnnnnuauuanuanuaunnunnnRlRlRRlRl Rl epoepoepooepoepoepoepooepepopptrttrt rtrt t ttt tt 2201201201201202012012012020101201010777777777777

||||||||||||

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1. -&


1˜-

Growing Green is T&G’s commitment to the land on which

we grow. It leads to healthier, more natural produce.

We’re committed to carving our own sustainable path

globally, be it riparian tree plantings in New Zealand, good

land practices in Europe or water conservation in Peru.

When it came to formalising our best practices, we

chose to work with independent experts Global

Reporting Initiative (GRI) who we knew would set us high

benchmarks. Those benchmarks included guidelines

and a framework like that adopted by the OECD, the UN

Environment Programme, UN Trade & Development and

many others.

From environmental issues like energy, emissions, waste,

water, biodiversity and transport to social initiatives like

health, safety, community and diversity – it’s a big part of

who we are and how we exist.

30
31

T&G Global Limited Annual Report 2017

|

SECTION HERE GROWING GREEN

|

T&G Global Limited Annual Report 2017

31

1. -&


1˜-

G

rowing in importance for

consumers is the knowledge

they’re buying ethically sourced

and sustainably grown produce.

Consumers also want to know where

their produce was grown and those

that produced it care not just for the

environment but the wider community it

stems from.

In 2017, T&G joined the Soft Plastics

Recycling Initiative which encourages

consumers to return soft plastics to

supermarkets for recycling. As a major

producer, T&G is continually looking for

better packaging options for its brands.

As a grower, T&G understands the

challenges growers face in producing

quality fruit and vegetables year-round.

To support growers T&G is intent on

reducing the cost of food production but

also food wastage through improvements

to growing programmes and donations to

organisations such as KiwiHarvest which

redistributes excess food to those in need.

JASON GREENE

T&G GROWER

MANAGER

SAMANTHA

WALMSLEY-BARTLETT

AND ANNA DUNNE

T&G’S SUSTAINABILITY TEAM

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32
33

T&G Global Limited Annual Report 2017

|

GROWING GREENGROWING GREEN

|

T&G Global Limited Annual Report 2017

H2šô

-#ž+4-3˜12

%3$1/+ -3(-&

(-

$1(*$1(P

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24//.13Pj

Magnolia Sonneland, Pipfruit Unit

Manager, T&G.

As a grower in its own right, T&G

appreciates its biggest business partner

is the land on which it grows, hence a

commitment to treating it gently. That

means balancing what is taken out of it

with what is given back. It also means

native riparian plantings on T&G land and

initiatives centred on reducing energy

and water use. These are just a few

activities undertaken during 2017 with

2,000 native species planted on Kerikeri

and Riwaka orchards.

In 2015, T&G set an initial target of

reducing energy use by two GWh by 2018.

However, that target was reached after 12

months with EECA’s support. An energy

saving milestone was achieved in 2017

with T&G signing a new collaboration

agreement with EECA centred on energy

usage improvements.

Growing Green is T&G’s commitment

to reducing energy but also sourcing

programmes. The ongoing partnership with

All Good Fairtrade Bananas by T&G is a

living example of the business’ decision to

work with those that share similar ethics.

Diversity is integral to T&G. The make-up

RIRXUZRUNIRUFHUHȵHFWVQRWMXVWHWKQLFLW\

of a global community but also gender

with an even split of females and males

working across the business.

In 2017, T&G became a partner of Grow

New Zealand Women, a group focused

on encouraging and supporting women

working in the horticulture industry. The

EXVLQHVVDOVRGRXEOHGLWVȴQDQFLDOVXSSRUW

of the Young Horticulturalist of the Year

and the Young Grower Awards.

The growth of the horticulture industry

UHTXLUHVDQLQȵX[RISHRSOHZKLFK7 *

supports through its Grow your World with

T&G activity. It covers the attraction and

retention of people into T&G as well as

career development and support.

Working in parallel is T&G’s commitment to

Protect and Grow its people by providing

a high standard of health and well-being

practices. An education programme to

raise awareness of Protect and Grow took

place over 2017 with updated policies

and improvements in operational areas

alongside greater support for healthy

activity by T&G employees.

ETHICAL SOURCINGREPORTING AND

COMPLIANCE

ENERGY

WASTE AND

MATERIALS

BIODIVERSITY

AND WATER

EMISSIONS AND

TRANSPORT

Improved sourcing practices

Supplier assessment for labour practice

Ensure environmental compliance

Mitigate environmental grievances

Encourage environmental investment

Increasing energy efficiency

Lower emissions

Efficient transport

Support biodiversity

Better use of water

Reduce effluents and waste

Innovative use of materials

SOLOMONA TUPOU

34
35

T&G Global Limited Annual Report 2017

|

CORPORATE GOVERNANCECORPORATE GOVERNANCE

|

T&G Global Limited Annual Report 2017

CORPORATE GOVERNANCE

Role of the Board

The Board is responsible to shareholders

for the performance of the Company,

which includes setting the objectives

and the strategies for achieving those

REMHFWLYHVLGHQWLI\LQJVLJQLȴFDQWDUHDVRI

business risk and implementing policies

to deal with those risks, setting the overall

policy framework and monitoring the

continuing performance of the Company

and its management. The Board also

ensures that procedures are in place to

SURYLGHH΍HFWLYHLQWHUQDOȴQDQFLDOFRQWURO

Responsibility for the day-to-day

management of T&G is delegated by

WKH%RDUGWRWKH&KLHI([HFXWLYH2ɝFHU

(CEO). The Board is committed to act with

integrity and expects high standards of

EHKDYLRXUDQGDFFRXQWDELOLW\IURPDOOVWD΍

members.

Board membership

There are no executive directors across

the Board but a broad mix of skills and

industry experience relevant to the

guidance of the Company’s businesses.

Mrs C.A. Campbell and Mr J.S. Wilson are

independent directors for the purposes of

the NZX listing rules.

Conduct of the Board

The Board has adopted a formal Code

of Ethics which sets out the expected

standards of professional conduct of its

members.

The Board meets at regular intervals and

FRQGXFWVLWVD΍DLUVWRHQVXUHPDWWHUV

can be discussed openly, frankly and

FRQȴGHQWLDOO\$Q\SRWHQWLDOFRQȵLFWVRI

LQWHUHVWUHODWLQJWRGLUHFWRUVDUHLGHQWLȴHG

DQGGLVFORVHG$΍HFWHGGLUHFWRUVDUH

usually not permitted to vote on any

UHODWHGPDWWHUZKHUHDFRQȵLFWH[LVWV

The Board operates a code of conduct

WKDWIRUELGVGLUHFWRUVDQGRWKHUD΍HFWHG

parties to deal in the Company’s shares

at any time when they are in possession

of insider information and during periods

which are deemed by the Board to be

‘closed’ periods. These closed periods

customarily include the end of the six and

12 month reporting cycles, and until such

WLPHDVSURȴWDQQRXQFHPHQWVKDYHEHHQ

publicly disclosed. Closed periods include

any additional period when the Board is

engaged in matters that are likely to have

an impact on the market value of the

shares.

Board access to advice

All directors have access to the advice

and services of the Secretary to the

Board and the Board has established a

procedure whereby directors and Board

committees have the right, in connection

with their duties and responsibilities, to

seek independent professional advice at

the Company’s expense, with the prior

approval of the chairman.

Independent professional advice includes

SURIHVVLRQDOOHJDODQGȴQDQFLDODGYLFH

but excludes any advice on the personal

interests of a director. The Board regularly

invites key managers and executives to

attend and present at Board meetings,

and interaction with directors is routinely

encouraged.

Board committees

The Board has two constituted committees,

the Finance, Risk and Investment

Committee (FRIC) and the Human

Resources Committee (HRC), both of which

operate under Board approved charters.

The FRIC meets at least four times per

year and is responsible for overseeing

FRPSOLDQFHZLWKVWDWXWRU\ȴQDQFLDO

regulations and related responsibilities,

HQVXULQJWKDWH΍HFWLYHV\VWHPVRI

accounting and internal control are

established and maintained, overseeing

internal and external audit, and liaising

with T&G’s independent auditors.

This committee is chaired by Mrs C.A.

Campbell, and comprises Mr J.S. Wilson

and Mr A. Helber. The FRIC members

also meet separately with the auditors as

required.

The HRC is responsible for reviewing,

approving and monitoring T&G’s Health

and Safety Policy, Strategy, Annual Plan

and programme of work. This ensures

the health and safety of all those that

work for or come into contact with

T&G. Additional responsibilities include

ensuring that the remuneration strategy,

policies and practices reward fairly and

responsibly with a clear link to T&G’s

strategic objectives and corporate and

individual performance; and assisting

the Board in succession planning for the

CEO and senior management positions

ZKLFKLGHQWLȴHVDQGWDUJHWVLQGLYLGXDOVIRU

development. This Committee meets at

least four times per year and comprises

Mr J.S. Wilson (chair) and Mrs C.A.

Campbell.

The Board has not at this stage established

a Nominations Committee owing to a

belief that director appointments are of

VXFKVLJQLȴFDQFHWKDWWKH\VKRXOGEHD

direct responsibility of the full Board. This

matter is kept under review.

Interests register

The Company and each subsidiary of the

Company are required to maintain an

interests register in which particulars of

certain transactions and matters involving

the directors must be recorded. The

interests registers for the Company and its

subsidiaries are available for inspection at

LWVUHJLVWHUHGRɝFH

Details of all matters that have been

entered in the interests register of a

company by individual directors during

the year are outlined in the statutory

information section of this annual report,

and should be read in conjunction with the

LQGLYLGXDOGLUHFWRUVȇSURȴOHV

T&G management structure

T&G’s organisational structure is focused

RQLWVȴYHEXVLQHVVGLYLVLRQVEHLQJ3LSIUXLW

International Produce, New Zealand

Produce, Processed Foods and Other.

These operations are managed separately

with direct reporting to the CEO and to the

Board which exercises overall control.

Risk identification and management

T&G has adopted a system of internal

control, based on written procedures,

policies and guidelines. To reinforce this,

an internal audit function exists that

reports to the Board through the FRIC.

The Board acknowledges that it is

responsible for the overall internal

control framework. In discharging this

responsibility the Board has in place

a number of strategies designed to

safeguard T&G’s assets and interests and

to ensure the integrity of reporting.

Procedures are in place to identify areas of

VLJQLȴFDQWEXVLQHVVULVNDQGWRUHPHGLDWH

DQGH΍HFWLYHO\PDQDJHWKRVHULVNV$V

required, the Board obtains advice from

external advisors.

While the Board acknowledges that it

is responsible for the overall control

framework of T&G, it recognises that no

FRVWH΍HFWLYHLQWHUQDOFRQWUROV\VWHPZLOO

preclude all errors and irregularities.

Directors’ and Officers’ insurance

The Company has arranged directors’

DQGRɝFHUVȇOLDELOLW\LQVXUDQFHFRYHULQJ

directors acting on behalf of the Company.

Cover is for damages, judgements,

ȴQHVSHQDOWLHVOHJDOFRVWVDZDUGHGDQG

defence costs arising from wrongful acts

committed while acting for the Company.

The types of acts that are not covered

are dishonest, fraudulent and malicious

acts or omissions; wilful breach of statute,

regulations or duty to the Company;

improper use of information to the

detriment of the Company; and breach of

professional duty.

Tax strategy and governance

T&G operates within a framework

of prudent and proactive tax risk

management.

T&G’s tax strategy is focused on providing

high quality management and governance,

which results in ensuring that T&G pays

the appropriate amount of tax within each

market that it operates.

T&G implements this strategy through the

tax risk management principles within its

Risk Management Framework.

In conducting its activities in New Zealand

DQGR΍VKRUH7 *HQVXUHVWKDWLW

• Complies with all relevant tax legislation

in each tax jurisdiction in which it

operates.

• Meets all its tax obligations on time.

• Pays the correct amount of tax that is due.

• Obtains expert advice as required where

complex international transactions are

involved.

The statutory corporate tax rate in New

Zealand is 28% and on average over the

ȴYH\HDUSHULRG WR 7 *ȇV

H΍HFWLYHWD[UDWHZDV7 *ȇVDYHUDJH

H΍HFWLYHWD[UDWHLVORZHUWKDQWKHVWDWXWRU\

corporate tax rate in New Zealand due to

WKHGL΍HUHQWFRUSRUDWHWD[UDWHVDSSOLFDEOH

for T&G’s subsidiaries operating in foreign

jurisdictions, and the impact of non-

deductible and non-taxable items.

THE BOARD IS THE GOVERNING BODY OF T&G GLOBAL LIMITED

(THE COMPANY) AND ITS SUBSIDIARY COMPANIES (T&G).

36 T&G Global Limited Annual Report 2017
|

STATUTORY INFORMATION

37

STATUTORY INFORMATION

|

T&G Global Limited Annual Report 2017

The current year total remuneration

spread takes into account the impact of

exchange rate movements on employees

paid in foreign currencies.

CEO remuneration

According to the NZX Corporate

*RYHUQDQFH&RGH UHFRPPHQGDWLRQ 

T&G should disclose the remuneration

arrangements in place for the CEO.

Details of CEO remuneration have not

been disclosed on the basis of privacy

issues as Mr Hulbert ceased to be T&G’s

CEO during the period and thus his

consent was unable to be obtained in

relation to such disclosure. The Company

is currently in the process of appointing

a new CEO, whose consent in relation to

disclosure of remuneration arrangements

will be included as an agreed term in their

employment agreement.

Directors’ shareholdings

$VDW'HFHPEHUQRFXUUHQW

directors or parties associated with

current directors held ordinary shares

6LU-RKQ$QGHUVRQKHOG

ordinary shares).

There were no share transactions during

WKH\HDUHQGHG'HFHPEHULQ

which directors held 'relevant interests'.

Indemnification and insurance of

directors and officers

7KH&RPSDQ\LQGHPQLȴHVDOOGLUHFWRUV

named in this report, and current and

IRUPHUH[HFXWLYHRɝFHUVRI7 *DJDLQVW

all liabilities (other than to the Company

or members of T&G) which arise out of

the performance of their normal duties

DVGLUHFWRURUH[HFXWLYHRɝFHUXQOHVVWKH

liability relates to conduct involving lack of

good faith. To manage this risk, T&G has

indemnity insurance. The total cost of this

LQVXUDQFHLQFOXGLQJGLUHFWRUVDQGRɝFHUV

RIR΍VKRUHFRPSDQLHVGXULQJWKHb

PRQWKVZDV  

Information used by directors

No member of the Board of the Company,

or any subsidiary, issued a notice

requesting to use information received in

their capacity as director which would not

otherwise have been available to them.

Interested transactions

No directors disclosed the existence of

any transactions with T&G during the 12

months in which they held an interest.

NZX waiver from listing rule 5.2.3

During the year, the Company held a

waiver from New Zealand Exchange

1=; OLVWLQJUXOH6SUHDGWKDWZDV

JUDQWHGLQ$SULO1=;OLVWLQJUXOH

SURYLGHVWKDWDQLVVXHUɒVVHFXULWLHVZLOO

generally not be considered for quotation

on the NZX unless those securities are

held by at least 500 members of the public

holding at least 25% of the number of

securities of that class issued, and those

requirements are maintained, or the NZX

LVRWKHUZLVHVDWLVȴHGWKDWWKHLVVXHUZLOO

maintain a spread of security holders

VXɝFLHQWWRHQVXUHDVXɝFLHQWO\OLTXLG

market in the class of securities.

As BayWa Aktiengesellschaft and Wo Yang

Limited are not considered members

of the public for the purpose of the

listing rules, less than 25% of the quoted

securities of T&G are held by members

of the public and therefore the Company

does not meet the requirements of listing

UXOH

The NZX granted the Company a waiver

IURPOLVWLQJUXOHXQGHUWKHIROORZLQJ

conditions:

a. The waiver, its conditions, and its

H΍HFWRQWKH&RPSDQ\ɒVVKDUHKROGHUV

STATUTORY INFORMATION

Auditors

Deloitte Limited has continued to act as the principal auditor of

7 *DQGKDVXQGHUWDNHQWKHDXGLWRIWKHȴQDQFLDOVWDWHPHQWVIRU

WKH\HDUHQGHG'HFHPEHU

Directors’ loans

No director is in receipt of any loans from T&G.

Directors’ remuneration

7KHIROORZLQJSHUVRQVKHOGRɝFHDVGLUHFWRUGXULQJ

the year. Remuneration paid or accrued included incentive

SD\PHQWVYHKLFOHVVXSHUDQQXDWLRQDQGRWKHUEHQHȴWVZKHUH

applicable. On top of fees, directors also receive an annual travel

allowance of $1,000.

12 months to 31 December 2017

DIRECTORS OF T&G$’000

Prof. K.J. Lutz45

C.U.G. Bell 

C.A. Campbell (director fees)

C.A. Campbell (commitee chair person)10

A. Helber

M.W. Liu (appointed on 28 April 2017)24

R.T. Priske (appointed on 15 December 2017)1

J.S. Wilson 

Sir John Anderson (resigned on 4 December 2017)89

R.J. Campbell (resigned on 20 April 2017)28

Directors and Officers composition

$W'HFHPEHUWKHJHQGHUFRPSRVLWLRQRI7 *ȇVGLUHFWRUV

DQGRɝFHUVZDVDVIROORZV

MALEFEMALE

Directors52

2ɝFHUV72

Employee remuneration

7 *SDLGUHPXQHUDWLRQLQFOXGLQJEHQHȴWVLQH[FHVVRIWR

employees (other than directors) during the 12 months. The salary

banding for the employees is disclosed in the following table:

12 months to 31 December 2017

NUMBER OF EMPLOYEES

$’000 NZD EQUIVALENT20172016

100-11048

110-12024

20

1720

140-1502718

150-1601110

160-1701614

170-18012

180-19097

190-20075

200-21052

210-2205

51

45

240-25011

250-260-

260-2704-

270-280-1

280-2902

22

11

21

22

1-

11

11

-1

1-

400-4102-

1-

1-

440-450-2

460-47011

490-50021

-1

1-

660-6701-

850-860-1

-1

1,090-1,1001-

Total247201

are disclosed in each annual report

for the year upon which it was relied;

and

b. 7KH&RPSDQ\QRWLȴHVWKH1=;LI

there are any material changes to its

spread.

7KHZDLYHUKDVWKHH΍HFWRIHQVXULQJ

security holders have a ready market to

purchase or sell securities.

Substantial shareholders

The following information is given

pursuant to Section 26 of the Security

Markets Act 1988.

The following parties are recorded by

WKH&RPSDQ\DVDW-DQXDU\

as substantial security holders in the

&RPSDQ\DQGbKDYHGHFODUHGWKHIROORZLQJ

relevant interest in voting securities under

the Securities Markets Act 1988:

BayWa Aktiengesellschaft90,671,206

Wo Yang Limited

The total number of voting securities

LVVXHGE\WKH&RPSDQ\DVDW-DQXDU\

ZDV

38
39

STATUTORY INFORMATION

|

T&G Global Limited Annual Report 2017T&G Global Limited Annual Report 2017

|

STATUTORY INFORMATION

Spread of security holders

DVDW-DQXDU\

RANGE

TOTAL

HOLDERS

% OF TOTAL

HOLDERSUNITS

% OF ISSUED

CAPITAL

1 to 4995914,7690.01%

500 - 9998562,5890.05%

1,000 - 1,999121170,6100.14%

2,000 - 4,99912220.54%

5,000 - 9,99915.65%642,205

10,000 - 49,9999215.49%1.60%

50,000 - 99,999101.68%689,7640.57%

100,000 - 499,99981.11%

500,000 - 999,99910.17%900,658

1,000,000 and above0.51%94.94%

Total594100.00%122,543,204100.00%

Domicile of shareholders

DVDW-DQXDU\

LOCATION

TOTAL

HOLDERS

% OF TOTAL

HOLDERSUNITS

New Zealand5717,278,894

Australia122.02%

Hong Kong0.51%

Germany2 

United Kingdom25,247

Japan10.17%1,000

Malaysia10.17%11,716

Singapore10.17%1,000

United States of America10.17%2,750

Total594100.00%122,543,204

20 largest shareholders

DVDW-DQXDU\

NAMEUNITS

% OF ISSUED

CAPITAL

BayWa Aktiengesellschaft90,671,206

Wo Yang Limited19.99%

Bartel Holdings Limited1,172,9970.96%

National Nominees New Zealand Limited900,658

HSBC Nominees (New Zealand) Limited

R.J. Turner, C.E. Turner, Redoubt Trustees Limited & Evans Pennell Trustees Limited202,6890.17%

S.J. Turner, C.M. Turner & D.H. Turner174,5080.14%

FNZ Custodians Limited150,6700.12%

H.J. Goodwin117,9860.10%

BNZ Paribas Nominees (NZ) Limited111,4140.09%

D.W. Browne, J.F. Browne & M.R. Bangma109,7840.09%

L.R. Hotham101,4820.08%

P.J.S. Rowland0.08%

Tribal New Zealand Traders Limited79,8740.07%

M.C. Goodson, D.D. Perron, Goodson & Perron Independent Trustee Limited0.06%

L.M.Marx-Sheather, W.B. Sheather, P.V.Sheather & S.M.Palmer70,8560.06%

TEA Custodians Limited Client Property Trust Account70,0000.06%

R.M. Scott0.05%

A.E. Waite0.05%

L.S. Morales60,0000.05%

Total 20 shareholders119,186,86697.26%

40 SECTION HERE
|

T&G Global Limited Annual Report 2017

www.tandg.global

---

Part A (Rules 10.3.2 and 10.4.2)
Appendix 1 - Full Year Results

Reporting periodTwelve months to 31 December 2017

Previous reporting periodTwelve months to 31 December 2016

20172016

$'000$'000

Revenue from ordinary activities$1,106,466$871,77126.9%

Profit from ordinary activities after tax

attributable to security holders

$19,379$30,478-36.4%

Net profit attributable to security holders$19,379$30,478-36.4%

Dividend to shareholders

Amount per share

Imputed amount

per share

Final

$0.06$0.02

Dividend record date

Dividend payment date

20172016

$3.17$2.62

$0.158$0.251

Comments

Net tangible assets per share

Earnings and diluted earnings per share

Financial commentary, audited financial statements are

attached as part of this announcement.

T&G GLOBAL LIMITED AND SUBSIDIARY COMPANIES

Results for announcement to the market

Based on audited financial statements

30 March 2018

6 April 2018

Percentage

change

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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