2018 Annual Report
Helping grow the country
Annual
Report
For the year ended
30 June 2018
ANNUAL REPORT 2018 | 1
PGG WRIGHTSON LIMITED
CALENDAR DATES
CONTENTS
Annual shareholders’ meeting
30 October 2018
Half-year earnings announcement
19 February 2019
Year-end earnings announcement
13 August 2019
Introduction
2018 Highlights ...................................................................................2
Deputy Chairman and
Chief Executive Officer’s report ................................................4
Our Company
Board of Directors ........................................................................... 10
Executive Team ................................................................................. 12
The year in review ........................................................................... 14
Agency group – Creekside Farms ........................................ 22
Retail and Water group – Crop Monitoring .................. 24
Seed and Grain group
- Ecotain® environmental plantain ...................................... 26
Sale of PGW Seeds .......................................................................... 28
PGW in the community .............................................................. 30
Sustainability ...................................................................................... 31
Financial information
Key financial disclosures ............................................................. 33
Directors’ responsibility statement ...................................... 34
Additional financial disclosures including
notes to the financial statements ........................................ 43
Independent auditor’s report ................................................. 81
Governance
Corporate governance and Board Charter ................... 85
Statutory disclosures..................................................................... 93
Shareholder information ............................................................ 99
Corporate directory ................................................................ 101
Front cover: Indevin Viticulture Manager Bryce MacKenzie
inspects grapes with Fruitfed Crop Monitoring Co-ordinator
Rena Mehrtens in Hawke’s Bay in March 2018 two days
before harvesting
2.5 ¢
Earnings per share
(EPS) of
per share
3.00 ¢
Fully imputed
dividends of
per share for the year
FINANCIAL
PERFORMANCE
HIGHLIGHTS
$
18.9 m
Net Profit after tax
of
$
70.2 m
Operating EBITDA
of
John and Roslyn Weir’s cows return to
pasture after milking at Springmount
Farms in Taranaki in November 2017
per canopy
hectare
of $1.12
million.
In March 2018 the Real
Estate team sold a kiwifruit
orchard pure production
block in Te Puke for the
highest price paid in
New Zealand
This year as part of the
roll out of the Health,
Safety and Wellbeing
Strategy, over 520 PGW
employees completed
the cognitive behavioural
safety programme Zero
Incident Process (ZIP).
Fruitfed Supplies
continues to
grow the bottom
line due to the
combination of a
strong horticulture
sector and a leading
market position.
In August 2018 PGW announced the
conditional sale of
PGW Seeds to DLF
Seeds.
Go-Beef and
Go-Lamb
products continue to
grow strongly. During
the year 288,417 sheep
and 41,221 cattle
entered the scheme.
Seed and Grain launched several
exciting new cultivars to market
this year in both New Zealand and
Australia. All products were well
received by growers.
The Agency group delivered a record result with
Operating EBITDA up 12 percent
on their outstanding result in FY2017.
2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 3
PGG Wrightson Seeds Arable Business
Unit Manager Graeme Jones inspects
a cereal crop with Peter Mitchell of
Rosedale Farming Company at Weston
near Oamaru in December 2017
2018 HIGHLIGHTS
4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 5
Group delivered a strong
operating performance
Deputy Chairman and
Chief Executive Officer’s
PGG Wrightson Limited ("PGW", "the Group" or
"the Company") delivered a strong Operating
earnings before interest, tax, depreciation and
amortisation (Operating EBITDA) for the year
ended 30 June 2018 of $70.2 million. Net profit
after tax (NPAT ) was $18.9 million.
PGW delivered a strong
Operating EBITDA result of
$70.2 million.
Shareholders will receive a final
dividend of 1.25 cents per share,
which will be paid on 3 October
2018, making a total of 3.00 cents
per share fully imputed for the
financial year.
It is very pleasing to have seen a
significant increase in PGW’s Operating
EBITDA throughout the year and
especially gratifying to have matched
2016’s record result. In October 2017 we
targeted an Operating EBITDA range of
$65 to $70 million and we exceeded the
top end of that.
We had consistently advised throughout
the year that NPAT would be down
on FY2017. This year’s NPAT result was
affected by a number of one-off non-
trading items including a provision
for the remediation costs of historical
liabilities under the Holidays Act 2003.
Last year also benefited from significant
gains on the sale of property. With our
property divestment programme largely
complete, these capital gains were
consequently much lower in 2018.
In declaring the final dividend, the Board
balanced the one-off nature of these
items affecting NPAT and the strong
underlying trading performance and
the cash flows against the reinvestment
opportunities available to the business.
This is an excellent trading result for
PGW, one that we can be proud of.
Almost all of our New Zealand
businesses were up on last year, with
most achieving double-digit earnings
growth. In general the New Zealand
agriculture sector was very strong over
the course of our 2018 financial year. Our
trading result reflects our broad-based
Trevor Burt
DEPUTY CHAIRMAN
Ian Glasson
CHIEF EXECUTIVE OFFICER
Atahua Stacked, a two year old
Angus bull, enjoys the Manawatu
sunshine in September 2018
REPORT
2018 $M
2017 $M
REVENUE
1,193.51,133.0
GROSS PROFIT
346.1328.6
OPERATING EBITDA
70.264.5
NET PROFIT AFTER TAX
18.946.3
NET CASH FLOW FROM
OPERATING ACTIVITIES
5.820.5
6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 7
“
This is an excellent
trading result for PGW,
one that we can be
proud of.
”
Trevor Burt,
Deputy Chairman
exposure to New Zealand agriculture
and our employees’ passion and
commitment to the sector.
We differentiate ourselves in the
market through our technical expertise.
Strategically we’ve focussed on
employing the best people in the field
and supporting them with innovative
and powerful tools. This allows them to
add value to our customers’ operations.
Throughout FY2018 we have continued
to invest in our people and our systems
so we can maintain the momentum
we’ve built over recent years with
our suppliers and our customers, and
continue to grow operating earnings for
our shareholders.
MARKET CONDITIONS
Looking back on 2018, conditions were
positive for most of our New Zealand
customers. The Ministry for Primary
Industries estimates that dairy export
revenues increased 14 percent in 2018,
meat and wool sector export revenues
increased 12 percent and horticulture
export revenues increased 6 percent.
These overall figures belie the challenges
that many of our customers faced.
Wet conditions delayed spring in
most parts of the country. This was
rapidly followed by hot dry conditions
in December 2017 and January 2018
with the National Institute of Water and
Atmospheric Research reporting that
New Zealand had its hottest summer
on record. The dry conditions were felt
across New Zealand, but most notably
in Taranaki, Manawatu, West Coast,
Central Otago, and Southland. Drought
conditions broke in February assisted
by a pair of sub-tropical cyclones. The
hot summer was largely positive for
kiwifruit and apples, though vegetable
and arable production was adversely
affected. Wet paddocks delayed the
sowing of spring-planted crops and
the hot summer lowered crop yields
in Canterbury and market garden
production in the North Island.
Dairy production for the 2017/18 season
is estimated to have fallen by 1 percent
from the previous year. During the
dry conditions of December 2017 and
January 2018 the fall in production
was expected to be higher, but the
mild autumn helped dairy production
recover towards the end of the season.
In contrast, red meat production was
largely unaffected.
A key event that impacted the rural
community in 2018 was the discovery
of Mycoplasma bovis in New Zealand.
Also known as M bovis, it is a bacterium
associated with a plethora of diseases
in cattle – both dairy and beef – that
reduce production. While commonplace
in herds throughout the world, New
Zealand had been free of this costly
disease. In July 2017 the Ministry for
Primary Industries confirmed M bovis
was in New Zealand, and in May 2018,
the Government agreed a phased
eradication programme with the sector.
We have mobilised an M bovis response
team within PGW; this team is working
through our various touchpoints with
New Zealand farmers to enhance our
processes so we can play our part
in combatting this disease, while
PGG Wrightson Seeds Arable Agent Phil
Prendergast inspects a crop of OD22
broccoli with Mark Bennett in Wakanui in
Mid Canterbury in September 2018
managing both short and long-term risk.
To date, M bovis has not affected PGW’s
financial performance.
OUR PEOPLE
At 30 June 2018 PGW employed
approximately 2,600 employees
(including casual, fixed-term,
commission and permanent staff ).
With PGW’s continued commitment for a
customer centric focus for our business,
our people remain our key asset, which
is demonstrated in the strength of
relationships we see across PGW. We
continue to invest significantly in our
people strategy which is demonstrated
by having a passionate, loyal, highly
skilled and engaged workforce. As
an employer we remain committed
to investing in technical expertise
programmes as well as leadership
development.
We continue to realise efficiencies and
improvements through the recent
implementation of a suite of people-
related online tools. These tools enable
PGW to undertake people-related
activities in an agile manner whilst
also ensuring compliance and driving
technology enhancements.
During FY2017 we further refined
the PGW way for people-related
processes and systems by; furthering
the transformation of our health,
safety and wellbeing culture to one of
‘citizenship’ with the introduction of the
Zero Incident Process (ZIP) leadership
programme, launching a new careers
website, developing our workforce
planning and talent management
tools to maximise our talent pipeline,
introducing a revised remuneration
policy and framework and implementing
a revitalised induction programme.
Alongside many other large New
Zealand employers, PGW has
undertaken a programme of work to
ensure all our systems and processes
are paying our people correctly under
the Holidays Act 2003. Through this
work we have identified unintentional
areas of non-compliance dating back
to March 2011. With the guidance of
external independent experts we are
actively working to remediate any
underpayments made to current and
former employees. Concurrently we
are investing in systems, processes and
expertise to ensure future compliance.
HEALTH, SAFETY
AND WELLBEING
Key to the implementation of our
Health, Safety and Wellbeing Strategy
is the engagement of our people. One
such initiative was the ZIP programme,
which was delivered to over 520 PGW
employees this year. The programme
will continue to be rolled out in New
Zealand and Australia in the coming
year.
Over the last year PGW have invested
in capability and embedded health and
safety resources within the operational
groups to support the Health, Safety and
Wellbeing Strategy and to improve our
performance in the reduction of events
(lost time injury frequency rate 8.85/total
recordable injury frequency rate 37.16).
An example of this investment is the
establishment of taskforce teams from
across our operating groups who have
co-developed group wide standards for
controlling our critical risks.
OPERATING EBITDA
It is extremely pleasing to be able to
report a significant increase in PGW’s
trading results.
Operating EBITDA increased $5.7 million,
or 9 percent, to match FY2016’s record
result. Our New Zealand businesses were
able to capitalise on the better market
conditions of FY2018.
Retail and Water increased their
contribution by $5.5 million (an increase
of 30 percent) with increased sales across
key categories.
Agency increased Operating EBITDA by
$2.1 million (an increase of 12 percent)
over FY2018 as wool market activity
picked up from the extremely low
volumes of FY2017.
Seed and Grain New Zealand also
increased their Operating EBITDA, but
overall the Seed and Grain group result
was down 4 percent due to the tough
conditions in Australia and throughout
South America.
Overall, PGW’s revenue increased
$60.5 million (5 percent) and margins
remained the same.
8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 9
“
Our people remain
our key asset, which is
demonstrated in the
strength of relationships
we see across the
Company.
”
Ian Glasson,
Chief Executive Ocer
Trevor Burt
Deputy Chairman
Ian Glasson
Chief Executive Officer
M bovis remains a source of uncertainty
in New Zealand, as does the impact of
2018’s tough climatic conditions for the
Seed and Grain group in Australia and
tough conditions in South America, all of
which are potential head winds.
Overall we are reasonably positive about
next year’s outlook, and we believe that
NPAT will normalise. Should the DLF
Seeds transaction complete then PGW
will recognise a gain on sale of over
$120 million.
GOVERNANCE AND EXECUTIVE
TEAM CHANGES
The PGG Wrightson Limited Board had
one change to membership when Wah
Kwong (WK) Tsang retired as a Director
on 16 October 2017. Joo Hai Lee was
appointed to the Board on 31 October
2017.
The PGW executive team had two
changes. Ian Glasson was appointed
as Chief Executive on 1 November
2017 following the resignation of Mark
Dewdney. Grant Edwards (formerly
General Manager Finance and Insurance)
was appointed General Manager Wool
on 1 October 2017, following the
retirement of Cedric Bayly.
ACKNOWLEDGEMENTS
This year’s excellent trading result is an
achievement that PGW’s dedicated,
hard-working and passionate people
can share with our stakeholders. As a
business we cannot continue to achieve
year-on-year growth without the
support of our loyal customers, supply
partners and our dedicated employees.
On behalf of the Board and management
team, we extend our thanks to the over
2,600 outstanding individuals who
make up the PGW team, along with our
customers and suppliers.
Lambs graze at Innesfields near Rakaia
in Mid Canterbury in July 2018
NET PROFIT AFTER TAX
This increase in trading performance
did not result in an increase in net profit
after tax. NPAT in FY2018 was $27.4
million lower than FY2017 for a number
of reasons.
Firstly, FY2017’s NPAT benefited from $8.8
million of non-taxable gains on sale of
property. With our property divestment
program all but complete, FY2018’s
capital gains on the sale of property
were $7.1 million lower.
Secondly, a $5.9 million expense (net of
tax) has been recognised as remediation
costs of historical liabilities under the
Holidays Act 2003.
In addition, the recent fall in the New
Zealand dollar generated an unrealised
loss on our foreign exchange hedges.
PGW is a net exporter, and as the New
Zealand dollar weakened during FY2018
our hedges moved out of the money.
We choose not to hedge account, so
this appears as a loss in finance costs.
However, this is not a true loss in an
economic sense as the loss will be offset
by a corresponding gain on the receipt
of the foreign currency once the export
sale completes.
Also, the extremely challenging market
conditions in Uruguay has resulted in a
reduction in the carrying value of our
investment in our retailing joint venture,
Agrocentro.
Lastly, costs relating to the strategic
review contributed to the lower NPAT
result.
CASH FLOW
Net cash flow from operating activities
reduced $14.7 million to $5.8 million,
mostly due to an increase in investment
in working capital, from $19.5 million
the previous year to $27.8 million in
FY2018. $7.0 million of this increase was
in Go livestock receivables, reflecting the
strength and growth of those products,
with the remaining growth in working
capital concentrated in the Seed and
Grain business. After spending a net
$20.9 million on capital expenditure and
investments, and paying $29.3 million
in dividends, net interest-bearing debt
increased $40.8 million to $169.1 million.
DIVIDENDS
The Board has resolved to declare a fully
imputed final dividend of 1.25 cents per
share, which will be paid on 3 October
2018. This will bring the total fully-
imputed dividends paid for the 2018
financial year to 3.00 cents per share.
In declaring the final dividend, the Board
balanced the one-off nature of these
items affecting NPAT, cash flows and the
strong underlying trading performance
against the reinvestment opportunities
available to the business.
OUTLOOK
Market conditions in New Zealand
remain strong. There are some signs of
weakness in milk commodity pricing, but
this weakness is from a relatively high
base. Beef prices remain above five-year
averages. Lamb prices are strong, as are
prices for most horticultural products.
BOARD OF
DIRECTORS
TREVOR BURT BRUCE IRVINE
GUANGLIN (ALAN) LAI
JOO HAI LEE JOHN NICHOL
LIM SIANG RONALD SEAH KEAN SENG U
10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 11
GUANGLIN ALAN LAI
Bachelor of Business (Accounting), M.Fin, FCPA
Chairman
Alan Lai was appointed as Chairman of PGG
Wrightson Limited on 22 October 2013 and
has been a Director since 30 December
2009. Alan has served as the Chairman
of Agria Corporation’s Board of Directors
since June 2007 and is a member of Agria’s
Remuneration Committee. Alan is the sole
Director of Brothers Capital Limited, which
is Agria’s largest shareholder. Alan holds a
Masters degree in Finance from The Chinese
University of Hong Kong, a Bachelor’s degree
in Accounting from Monash University,
Melbourne and is a Fellow certified public
accountant in Australia. Alan is a Fellow of
Monash University and also a member of
the Global Advisory Council of the Faculty of
Business and Economics at Monash University.
Alan is the Vice Chairman of Shenzhen General
Chamber of Commerce in China and Vice
Chairman of China Chamber of Commerce in
New Zealand.
TREVOR BURT
B.Sc
Deputy Chairman
Trevor Burt joined the PGG Wrightson
Limited Board on 11 December 2012 and
was appointed as Deputy Chairman on
11 August 2014. Trevor has had extensive
international experience in the industrial gas
industry, joining BOC Gases New Zealand in
1986 and retiring from the Executive Board of
Linde AG in 2007 (Linde AG acquired BOC in
2006). During his time with BOC, he served as
Managing Director China, Managing Director
North Asia and later president for North
America. As an executive Board member for
Linde AG his accountabilities included overall
responsibility for Asia-Pacific operations. In
addition to being past Chairman/Director of
Ngai Tahu Holdings Corporation Limited and
chairing Lyttelton Port Company Limited,
Trevor is also a Director on a number of
other well-known New Zealand businesses
including Silver Fern Farms Limited,
Landpower Holdings Limited and Market
Gardeners Limited. He holds a Bachelor’s
degree in Science from Canterbury University,
and has completed postgraduate studies in
marketing and public relations.
BRUCE IRVINE
B.Com, LLB, FCA, AF Inst D
Independent Director
Bruce Irvine was appointed to the PGG
Wrightson Limited Board on 24 June 2009 and
is Chairman of the Audit Committee and the
Committee of Independent Directors. Bruce
was Managing Partner at Deloitte Christchurch
from 1995 to 2007 before his retirement in
May 2008. He now acts as an independent
Director on various boards including: Heartland
Bank Limited and subsidiaries, House of
Travel Holdings Limited, Market Gardeners
Limited and subsidiaries, Rakon Limited and
subsidiaries, Scenic Hotels Limited and Skope
Industries Limited.
JOO HAI LEE
ACA (ICAEW), CPA (Australia), FCCA (UK), CA
(ISCA)
Joo Hai Lee was appointed as a non-
independent Director of PGG Wrightson Ltd
on 31 October 2017. He is a member of the
Audit Committee. He was appointed as an
Independent Director of Agria Corporation in
November 2008. Mr Lee, aged 61, has more
than 30 years' experience in accounting and
auditing. He was a partner of an international
public accounting firm in Singapore until
his retirement from the firm in 2012. He
has serviced clients in the manufacturing,
hospitality, insurance, insurance brokers and
other service industries. His clients include
large multinational corporations and listed
entities. His professional memberships include
those of the Institute of Chartered Accountants
in England and Wales, CPA (Australia), ACCA
(UK), Institute of Directors of both Hong Kong
and Singapore. Mr Lee also sits on the board of
several listed companies in Singapore and one
in Hong Kong.
JOHN NICHOL
CA
Independent Director
John Nichol was appointed to the PGG
Wrightson Limited Board on 22 October 2013.
John has been Managing Director of Optica
Life Accessories Limited for the past 14 years.
Prior to that he held a number of executive
roles within the banking and finance sector
and for 10 years was Managing Director of the
investment company, Broadway Industries
Limited.
John is a Director of Watson & Son Limited
and he has been a Director of a number of
businesses within the primary sector including
Fortex Group Limited, The New Zealand
Salmon Company Limited, Alpine Dairy
Products Limited, Craigpine Timber Limited,
the New Zealand Dairy Board and The New
Zealand Merino Company Limited. He has
also been a Director of a number of significant
other New Zealand businesses including New
Zealand Post Limited and State Insurance
Limited.
LIM SIANG RONALD SEAH
B.Soc.Sc (Hons in Economics)
Independent Director
Ronald Seah was appointed to the PGG
Wrightson Limited Board on 4 December
2012. Ronald is a Singapore Citizen with
a background in banking and fund
management. Over a 26 year period between
1980 and 2005, he had held various senior
positions within the AIG Group in Singapore,
initially as AIA Singapore’s Vice-President
and Chief Investment Officer where he was
responsible for managing the investment
portfolio of AIA Singapore and later as AIG
Global Investment Corporation (Singapore)
Ltd’s Vice President of Direct Investments.
Between 2001 and 2005, Ronald was
the Chairman of the Board of AIG Global
Investment Corporation (Singapore) Ltd.
From 1978 to 1980, Ronald managed the
investment portfolio of Post Office Savings
Bank as Deputy Head of the Investment and
Credit Department. Prior to that, he worked
at Singapore Nomura Merchant Bank as an
Assistant Manager where he was responsible
for the sale of bonds and securities and
offshore (ACU) loan administration for the
Bank. Between 2002 and 2003, Ronald served
on the panel of experts of the Commercial
Affairs Department of Singapore.
Ronald currently serves as independent
Director on the board of a number of listed
companies in Singapore, namely Global
Investment Limited, Yanlord Land Group
Ltd; and Telechoice International Ltd, LeuLife
Healthcare Ltd and Innovative Healthcare
Limited. He is also a Director of M&C REIT
Management Limited and M&C Business Trust
Management Limited. Ronald is Chairman of
Nucleus Connect Pte Ltd, a fibre broadband
company in Singapore.
Ronald graduated with a Bachelor of Arts and
Social Sciences (Second Class Honours–Upper)
in Economics from the then University of
Singapore in 1975.
KEAN SENG U
LLB (Hons), B.Ec
Kean Seng U was appointed to the PGG
Wrightson Limited Board on 4 December 2012.
Kean Seng is Head of Corporate and Legal
Affairs for Agria Corporation, a role he has held
since December 2008. Kean Seng previously
practiced as a partner at Singaporean law firm,
Shooklin & Bok LLP, focused on East Asia, and
he led a corporate finance team in Allen &
Overy Shooklin & Bok, JLV, an international law
venture partnership with London based Allen
& Overy LLP. Kean Seng sits as an independent
and non-executive Director of several public
listed corporations. He received a Bachelor
of Laws (Honours) degree from Monash
University Australia. He is a Barrister and
Solicitor, Supreme Court of Victoria, Australia;
Advocate and Solicitor, Supreme Court of
Singapore and Solicitor of England and Wales.
In addition to his extensive legal knowledge,
Kean Seng is also a qualified economist, having
completed his degree majoring in Economics
and Accounting, B.Ec at Monash University,
Australia.
JOHN FULTON
John Fulton is an Alternate Director for
Joo Hai Lee.
WAH KWONG WK TSANG
WK Tsang resigned from the Board of PGG
Wrightson Ltd effective 16 October 2017.
JOHN MCKENZIE PETER MOORE PETER NEWBOLD
PETER SCOTT RACHEL SHEARER BRENT SYCAMORE
EXECUTIVE
TEAM
IAN GLASSON JULIAN DA LY
GRANT EDWARDS DAVID GREEN STEPHEN GUERIN
12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 13
IAN GLASSON
Chief Executive Officer
Ian was appointed as PGG Wrightson
Limited’s Chief Executive Officer (CEO)
on 1 November 2017. Based in Singapore
from March 2013 Ian was CEO of Zuellig
Agriculture and Gold Coin, which was
subsequently spun out of the Zuellig Group
of businesses. Gold Coin manufactured and
sold animal and aqua feed from over 20 mills
operating in 10 countries including China and
throughout South East Asia.
Ian has had a long career in food and
agriculture in Australia and overseas. He
has held roles as Managing Director (MD)
of Gresham Rabo Management Limited, a
private equity fund specialising in Food and
Agribusiness investments; he spent nine years
with Goodman Fielder where he was MD of
Goodman Fielders’ global Food Ingredients
business; and was CEO of Wilmar’s Sugar
business - previously known as CSR Sugar
(Sucrogen) - in Australia and New Zealand.
Ian also has extensive industry experience in
other sectors, including a long career in the
oil and gas industry with Esso Australia Ltd
and its parent Exxon in the USA and has spent
time in the building and construction sector
with Kone Elevators. Ian is a non-executive
director of SunRice (Ricegrowers), a positon
he took up in March 2016.
Ian holds a Bachelor of Engineering Degree
with Honours from Monash University and
is a graduate of the Australian Institute of
Company Directors.
JOHN MCKENZIE
Group General Manager Seed and Grain
John is responsible for all aspects of the Seed
and Grain business both domestically and
off-shore for PGG Wrightson Limited and its
subsidiaries. He started his career as a Farm
Consultant in Mid-Canterbury and was a
founder of the specialist proprietary seed
company Agricom Limited in 1985 which was
purchased by Pyne Gould Guinness Limited
in July 2005. At that time he led the merger
of Agricom Limited, PGG Seeds Limited and
Wrightson Seeds Limited. John is Chairman
of research and development companies
Grasslands Innovation Limited and Forage
Innovations Limited. He also has farming
interests in Canterbury in arable and dairy.
PETER MOORE
General Manager Livestock
Peter has been responsible for PGG Wrightson
Limited’s Livestock division since August
2014. Prior to joining the business he headed
up Fonterra’s international farming ventures
business from 2008 until 2013, responsible for
developing and implementing the strategy to
selectively invest in milk pools outside of New
Zealand and Australia. His major focus was
the development of the scale farms in China
plus dairy development in Latin America and
Asia. Prior to this Peter worked in Fonterra’s
risk management team and before joining
Fonterra in 2005 he managed AgResearch
farms across New Zealand. Peter grew up on
the family hill country sheep and beef farm
in the Waikato and spent a number of years
managing this in partnership with his family.
PETER NEWBOLD
General Manager Real Estate
Peter is the General Manager of PGG
Wrightson Real Estate Limited, a role he
has held since September 2013. Peter was
previously General Manager of New Zealand
Sotheby’s International Realty. Peter was
previously employed by Wrightson Limited
from 1995-2005 during which time he held a
range of roles including Marketing Manager
and Business Development Manager. Prior
to this, he had an extensive career in retail
ownership management and franchising.
PETER SCOTT
Chief Financial Officer
Peter was appointed as PGG Wrightson
Limited’s Chief Financial Officer in March 2015
and leads the finance function. Peter started
his career at Fletcher Challenge and has
broad multinational experience spending five
years in Scandinavia where he was the Vice
President of Accounting and Tax for Norske
Skog, a large global newsprint and magazine
paper producer. He relocated to Australia in
2005 and was appointed to the lead finance
role for the Australasian region for Norske
Skog. In 2008 Peter joined Gloucester Coal
Limited, an Australian Securities Exchange
listed mining company as the Chief Financial
Officer. In 2010 he joined the majority
shareholder Noble Group, a leader in
managing the supply chain of agriculture,
energy, metals and mining resources,
headquartered in Hong Kong and listed in
Singapore. He was the Chief Financial Officer
for Noble Group in Australia.
RACHEL SHEARER
General Manager Human Resources
Rachel was appointed PGG Wrightson
Limited’s General Manager Human Resources
in April 2016 to lead our Human Resources,
Payroll and Health, Safety and Capability
functions. In this role she holds ownership
of the PGW People Strategy with the
foundations of this being performance,
leadership and culture. Previously Rachel was
GM Human Resources of Solid Energy New
Zealand Limited. She also has multinational
experience across a broad spectrum of
industries having worked within human
resources in Australia, England, the United
States and her hometown of Christchurch.
BRENT SYCAMORE
General Manager Grain
Brent has held the position of General
Manager Grain since 2006. He joined
Wrightson Limited in 2001 and held various
management roles in New Zealand and
Australia prior to the formation of PGG
Wrightson Limited. Prior to the Wrightson/
PGG Wrightson roles Brent held positions with
BP Limited, Pyne Gould Guinness Limited and
Ernst & Young.
MARK DEWDNEY
Chief Executive Officer
Mark was Chief Executive Officer and resigned
from the Company effective 31 October 2017.
CEDRIC BAYLY
General Manager Wool
Cedric was General Manager Wool and
resigned from the Company effective
31 October 2017.
JULIAN DALY
General Manager Strategy
and Corporate Affairs
Julian is responsible for Group Strategy
including Digital Strategy, Legal, Corporate
Communications and Brand, and the Internal
Audit and Risk functions for PGG Wrightson
Limited. He is also Company Secretary and
previously held the role of General Manager
of PGG Wrightson Real Estate Limited. Julian
has broad operational involvement across
the business and is Chairman of the Credit
Committee and Risk Committee, Director of a
number of Group subsidiaries and a Director
of the PGG Wrightson Employee Benefits Plan
Trustee Limited. He is a former General Counsel
of DB Breweries Limited and has previously
worked for law firms in the Middle East and
New Zealand.
GRANT EDWARDS
General Manager Wool
Grant took up the position as General Manager
Wool in October 2017. He is responsible for
all aspects of the Wool business including
procurement, logistics, sales and wool export.
Grant holds a Bachelor in Agriculture Science
from Lincoln University majoring in Wool
Science. He began his career in Livestock
with Reid Farmers Ltd in the mid 1980’s and
then joined their Wool Business. He has held
positions as Reid Farmers and then Pyne
Gould Guinness Limited Wool Manager. Grant
recently has held roles with PGG Wrightson
being General Manager Regions and Otago
Regional Manager and latterly General Manager
Insurance and Financial Services.
DAVID GREEN
General Manager New Zealand Seeds
David is General Manager New Zealand
Seeds, a position he has held since 2009.
He is responsible for all facets of the New
Zealand Seed business. David graduated from
Lincoln University in 1990 with a B.Com (Ag)
degree and since then has worked in many
roles for PGG Wrightson Seeds Limited and
its predecessor companies. David is a former
executive member of the New Zealand Grain
and Seed Trade Association and is a current
executive member for the New Zealand Plant
Breeding and Research Association (NZPBRA)
and is the NZPBRA representative on the Seed
Industry Research Centre Governance Board.
He is a Director of research and development
companies Grasslands Innovation Limited and
Forage Innovations Limited.
STEPHEN GUERIN
Group General Manager Retail and Water
Stephen is responsible for all aspects of
the Retail and Water group business which
includes the Rural Supplies, Agritrade, Fruitfed
Supplies and Water businesses. He has worked
for PGG Wrightson Limited and its predecessor
companies for 30 years. He holds a Bachelor
in Business Studies (Accounting) from Massey
University. Stephen is a Director of several
Group subsidiaries and a Director of the PGG
Wrightson Employee Benefits Plan Trustee
Limited.
14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 15
THE YEAR
IN REVIEW
Richard Paterson of Olrig Station chats with
PGG Wrightson Real Estate Agent Doug Smith
in the woolshed with Gus, days before the
farm is auctioned after being in the family
since 1859, in Hawke’s Bay in November 2017
The Group has three operating segments;
Agency group, Retail and Water group and
Seed and Grain group.
PGG Wrightson Livestock Agent Alex Horn
at Wharetoa Ram Sale near Balcultha in
South Otago in December 2017
16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 17
The Agency group comprises our Livestock, Wool, Real Estate
and Insurance businesses and overall had an excellent year.
Agency’s Operating EBITDA increased $2.1 million (or 12 percent)
over 2018 to $20.1 million. Revenues were 2 percent up on last year.
2018 $M2017 $M
Revenue
200.6
197.1
Operating EBITDA
20.1
18.0
supply of good quality stock later in the
year), increased number of dairy farms
for sale and the significant impact of M
bovis. Our dairy team are working closely
with the Ministry for Primary Industries
(MPI) both in stock valuations and as part
of the industry-wide M bovis response
team.
The Livestock team continues to invest in
technology to future-proof the business,
with a number of major projects under
development which will come to fruition
in the year ahead. Initiatives include;
a purpose-built supply chain system,
the development of www bidr.com,
an online trading platform for livestock
which we expect to deliver to the
market in 2019, the upgrade of
www.agonline.co.nz and the delivery
of business intelligence reporting to
Livestock Managers (with a planned roll
out to the wider team in FY2019).
Livestock has continued its focus on
its people during FY2018. This year
brought the successful completion of
the third Livestock Trainee programme
and throughout FY2018 we recruited
high-performing agents from outside
of the business - both initiatives will
assist us in our goal of achieving a solid
succession planning framework. Keeping
our people safe was another key focus
with resource added to further support
the health, safety and wellbeing of the
team. In addition, in August 2018 a new
Livestock leadership team structure was
confirmed with recruitment underway.
The sale yards rationalisation project
continues with further closures planned
over the next two to three years.
The rationalisation programme runs
alongside our upgrade programme as
we continue to invest in sale yards that
have good throughput, with the goal of
enhancing the welfare of animals and
the safety of our people.
Real Estate
Our Real Estate business was one of
the few New Zealand businesses that
was down on last year. The first six
months were challenging for the team,
with adverse weather conditions, a
new government focus on overseas
investment and the environmental and
sustainability regulations, tighter bank
lending conditions, and the emergence
of M bovis all affecting buyer confidence.
We saw a strong improvement in the
second six months as the rural sector
regained momentum. Our Lifestyle,
Residential and Rural categories
maintained their market share positions
throughout the year with some regions
showing signs of improvement.
The business continued to improve
and develop its sales and marketing
offerings, execute strategic recruitment,
and raise awareness of health, safety and
wellbeing within the field.
The team executed a number of
significant sales during FY2018. For
example, in March 2018 the team sold
the highest price paid per canopy
hectare of $1.12 million for a kiwifruit
orchard in New Zealand, for a pure
production block in Te Puke.
Wool
Our Wool business bounced back
strongly from its disappointing year
last year, achieving excellent results
across both the brokering and export
businesses.
The brokering business had a significant
turnaround from FY2017 largely due
to an increase in the number of bales
transacted. Whilst we have seen some
slight increase in crossbred wool prices,
the increase in the number of bales
being sold has come about due to
crossbred wool growers being more
prepared to meet the market with bales
which had been stockpiled over the
previous two seasons in both our stores
and on farm.
The strong export result was driven from
an increased throughput in improved
trading conditions compared to last
season.
We continue to grow our digital
presence with the recent launch of our
Wool Integrity™ website and increased
social media activity. Our focus is not just
on telling our story, but also the global
wool story.
Insurance and Finance Commissions
Our Insurance and Finance businesses
earn commissions from Aon Insurance
and Heartland Bank. This business
performed well and broadly in line with
the corresponding period last year.
Livestock
The Livestock business, which is the
largest within Agency, matched last
year’s record Operating EBITDA.
Livestock is principally an agency
business, with revenue predominantly
reflecting commissions earned on the
trading of livestock in New Zealand.
Consequently, the key drivers of business
performance are the volume and value of
livestock traded.
Tallies for all stock sold by auction and
private sales were higher than last year
with reduced prime numbers. Prime
sheep prices were impacted by strong
pricing in the global sheep meat market.
The store market was driven by low
supply and high demand due to good
feed conditions.
Farmers received solid returns due to
good feed conditions across most of
the country at both ends of the season,
despite dry weather conditions in
December 2017 and January 2018. This
positive result was further influenced by
strong beef and lamb pricing throughout
the year.
Our Go range of livestock products
continues to be very well received.
While this is a profitable product range
for us, it is capital intensive. We are
exploring off balance sheet options to
reduce this constraint, so we can take
advantage of growth opportunities
in the future. The asset balance of Go
products as at 30 June 2018 was $39.4
million, up $7.0 million on the previous
year. Consequently the stock numbers
increased with 288,417 sheep and 41,221
cattle entering the programme during
FY2018.
The detection of Mycoplasma bovis (M
bovis) in New Zealand had a significant
impact on the dairy and beef industries.
The M bovis issue resulted in reduced
animal movements, a slowdown in dairy
livestock trading, increased biosecurity
awareness and compliance costs,
along with increased caution in the
cattle trading market. Overall we are
seeing farmers working more within
the boundaries of their farms, and in
case of corporate customers within
their total operation, with reduced
stock movements of both dairy and
beef cattle. The Livestock team is
working closely with farmers to
support this change in approach
including the development of an
online livestock trading platform
to reduce stock movements when
trading cattle (see more detail below).
FY2018 brought challenges to the
dairy sector. While the Global Dairy
Trade price remained stable in the six
months to December 2017 bringing
some confidence into the market,
many farmers continue to consolidate
their operations with a focus on debt
reduction. This was further offset by
reduced dairy tallies (due to a lack of
The year in review
AGENCY GROUP
Retail and Water had
another spectacular
year with Operating
EBITDA increasing by
$5.5 million to $23.8
million – a 30 percent
increase.
focus on our technical training with
the teams in the agronomy space. The
specialised training is further supported
by the continued development of digital
tools, such as a decision data base
solution, for the field sales team.
A key contributor to this growth was
our team providing the best product
and technical advice, at the right time,
to our customers. This sits alongside the
science of the research that supports
our product range and the technical
expertise of our people understanding
that science.
This year we saw an increase in demand
for calf rearing products as we saw more
calves reared and farmers choosing
to purchase calf milk replacer rather
than sourcing from the vat. Bulk dairy
meal sales also increased on last year as
farmers filled the weather induced feed
deficit. However, M bovis has been a
challenge for our customers in the later
part of the year.
Fruitfed Supplies
The Fruitfed business continued to
perform strongly with revenue up on
last year.
Our horticulture business tracked well
against last year with all sectors enjoying
positive returns. The result for FY2018
was achieved by retaining a high market
share in pipfruit, grapes, kiwifruit and
other subtropical crops. This strong
position led to Fruitfed capturing a
significant share of the inputs required
by this sector for expansion and large-
scale development projects.
Our focus is on continuing to provide
specialised product and service offerings
supported by our own research and
development.
Agritrade
Agritrade continued its year-on-year
growth with revenue up on the same
period last year. This was achieved
through the existing range as well as
product acquisition and providing
distribution services for manufacturers
looking for other ways of getting
product to market.
Weather conditions around the North
Island over summer led to lower spore
counts which meant the risk of facial
eczema in sheep and cows was lower
than previous years. This led to lower
than budgeted sales of Time Capsule
products.
Agritrade Hamilton moved sites during
the year to a much bigger warehouse
and office space, this included moving
the Time Capsule factory as well. This
move will help to future proof the
business and give a solid base for
expansion.
Water
The Water business continues to be
challenged by the lack of on farm
development. This has been driven by
delays in approved schemes, as well as
uncertainty around planned schemes.
The new Government’s policy approach
is impacting farmer sentiment and
expenditure in this area.
Despite these challenges it is very
pleasing to see Water improving its
Operating EBITDA which accounts for
half of the $5.5 million improvement in
the overall Retail and Water result.
Retail and Water Highlights
The Retail and Water business
incorporates Rural Supplies, Fruitfed
Supplies, Agritrade and Water.
Retail performed extremely well and
contributed to half of the improvement.
With activity high across the key dairy,
meat and wool, and horticulture sectors,
revenues were 9 percent up. The Rural
Supplies categories of dairy support and
agronomy all grew strongly.
For Fruitfed Supplies, the combination
of a strong horticulture sector and a
leading market position, continues to
grow the bottom line.
Agritrade, our distribution business,
continued to grow by both expanding
its range of products and increasing
sales of those products.
Over the last few years the business
has been investing in both people and
digital infrastructure. The Retail point
of difference in the marketplace is our
technical offering and the service we
provide through our tech team, our
infield team and key accounts team.
During 2018 we started the rollout of
our new Retail Management Systems.
Our new point of sale system will allow
us to better understand our customers
and their needs. This technology will
provide a base for an e-commerce
offering for our customers. This, together
with the continued development of
our on farm decision management
tools, will provide the platform for other
digital developments for Retail. These
are all aimed at enhancing customer
experience and engagement, and
reinforcing our leading market position.
The Water business continues to be
challenged by the lack of on farm
development, but despite this the
business greatly improved its operating
performance from FY2017.
Rural Supplies
The Rural Supplies business continues
to see great growth in the agronomy
related categories, with all achieving
an increase on FY2017 results. It is a
key strategy of the business to own the
agronomy inputs into the market, based
on the technical advice and service we
offer, and this is a major driver for the
growth. We continue to have a strong
PGG Wrightson Technical Field
Representative Warren Johnson inspects
pasture with Josh Buckman of Tiatane
Farm near Hastings in Hawke’s Bay in
January 2018
18 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 19
The year in review
RETAIL AND
WATER GROUP
2018 $M2017 $M
Revenue
606.2562.2
Operating EBITDA
23.818.3
PGG Wrightson Seeds Arable Rep
Lachie Boleyn inspects a crop of
SovGold Kale at Perry Farms in Mid
Canterbury in October 2017
20 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 21
The year in review
SEED AND
GRAIN GROUP
2018 $M2017 $M
Revenue
386.0372.7
Operating EBITDA
35.637.0
Seed and Grain’s Operating EBITDA reduced by
$1.4 million (or 4 percent) to $35.6 million.
Revenues were 4 percent higher than last year.
This year also saw the release of
Cleancrop™ Firefly Kale which was
available in relatively small volumes and
consequently sold out quickly.
Volumes traded by PGG Wrightson
Grain recovered this season following
wet weather severely impacting the
North Island maize harvest during
FY2017. In particular North Island
volumes improved in FY2018 and the
maize harvest was largely completed by
the end of June 2018. Wheat cultivars
Discovery, Starfire and Ignite performed
strongly in commercial crops and
Foundation for Arable Research trials and
received good grower support during
autumn planting.
The International business performed in
line with last year following a good close
to the financial year. Higher volumes of
both proprietary and common products
were shipped as dictated by customer
demand.
We note the inadvertent substitution of
Cleancrop™ Hawkestone swede seed
with HT-S57swede seed. We have been
working closely with our customers and
we will continue to provide support until
this matter is resolved.
Australia
The Australian business was challenged
by adverse weather conditions. Drought
conditions in New South Wales and
Southern Queensland reduced sales
within these states significantly (with
farmers in both states calling it the worst
drought in living memory). Victoria,
South Australia, Tasmania and the South
of Western Australia did benefit from
an autumn break to the drought and
managed to achieve average sales.
Turf and revegetation sales continue to
grow in Australia.
Two new products were launched
during the year, Mainstar brassica and
Ascend annual ryegrass. Both products
exceeded expectations and will remain
core products in our portfolio in the
years ahead.
We continue to benefit from
improvements to the supply chain
with the Melbourne facility completing
its first full year of operation, greater
processing capability at Keith allowing
for a record intake of Lucerne seed and
the new Mareeba cleaning shed now
well established near the warehouse and
logistics centre.
South America
The key challenges for FY2018 were
related to weather issues and the
continuation of the very difficult financial
situation facing our farming customers
due to the low profitability and adverse
climatic events of previous years.
A big proportion of the Argentinean
pampas, most of Uruguay and the
southern states of Brazil suffered one of
the worst droughts in many years. Given
that these areas were still suffering the
effects of the 2016 floods, our South
American business did well to achieve
what they did in the face of adversity.
Seed and Grain Highlights
Overall the Seed and Grain business
fell just short of last year’s result with
the increase in New Zealand Operating
EBITDA largely offsetting the poorer
trading in Australia and South America,
In contrast to the generally positive
market conditions in New Zealand,
climatic conditions were extremely
challenging in both South America
and Australia.
Seed and Grain have launched several
exciting new products to market during
FY2018 both in New Zealand and
Australia. All products were well received
by growers.
The focus on continuous improvements
of our health and safety systems, across
all three markets, is ongoing.
In August 2018, we announced that
we have entered into a conditional
agreement with DLF Seeds to divest the
Seed and Grain business. This is a major
transaction and requires shareholder
approval. Accordingly, shareholders will
be invited to vote on a special resolution
in due course.
New Zealand
Our New Zealand business was the
standout performer for Seed and Grain
over 2018. We saw strong sales volumes
across the board in nearly all product
categories. Autumn 2018 saw a favourable
sowing window and a significant catch-up
of the two previous seasons, where poor
climatic conditions had shortened the
autumn planning season.
One of the exciting new products
launched during FY2018 was Pallaton
Raphno® a raphanobrassica. This
product offers some unique attributes
in water use efficiency and grazing
flexibility. Demand was very strong for
this product in 2018, which was its first
fully-commercial year, and it quickly
sold out.
In September 2018, we launched
our environmentally functional
programme. This programme
includes plantain cultivars which are
marketed under the brand Ecotain®
environmental plantain. These products
have been commercially available since
early 2018 and their release has been
met with strong demand.
Surety of water supply
provides opportunities for
Creekside Farms
22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 23
A key contributor to
running a profitable
sheep and beef farming
operation is surety of
water supply. This is
especially important in
drought-prone areas of
New Zealand such as
Central Otago.
Adam and Juls Lindsay own Creekside
Farms on the Maniototo Plains near
Ranfurly. They undertook a significant
farm development, which includes
irrigation, to ensure their 2,000 hectare
sheep and beef operation is drought
resistant.
The farm primarily runs Perendale sheep
including 10,500 breeding ewes, 2,000
ewe hoggets and 120 rams. In addition
they run 1,000 Merino wethers, winter
1,000 cattle and graze 800 dairy cows.
Adam Lindsay said, “When we took over
the property in 2011 it had an irrigation
system but it only covered 65 hectares
(ha). The Maniototo Plains is prone to
dry, hot summers and we needed to be
more drought tolerant. We manage our
farm inputs carefully, with one of those
being water supply.
“We took advantage of the natural
contours of the farm when planning
the development which took five years
to complete. We put in place a storage
pond which has a capacity of up to 1.5
million cubic metres and installed four
additional pivots – with the six pivots
now providing coverage of 520ha.
“We have water rights to draw from the
Kyeburn River, which runs alongside the
eastern boundary of the farm, and is
pumped to the top of the hill to fill the
pond over a six month period. The water
is gravity fed to the irrigation system
during the summer months.
“We undertook the development so that
we can make operational decisions on
our terms and not be constrained due to
adverse weather conditions.
“In March last year we bought in 2,000
trading cattle through the Go Beef
scheme. Our Livestock Agent Ryan
suggested the scheme, and it was a
facility that met our needs at the time.
This enabled us to hold the cattle
through to spring (selling 1,000 through
an on-farm sale in October 2017) and we
finished the remaining cattle and sent
them off in July 2018.” said Adam.
PGG Wrightson Senior Livestock Agent
Ryan Dowling has worked with Adam
and Juls since they moved to the
Maniototo Plains in 2011.
Ryan said, “Adam is a progressive farmer
and is always looking ahead to make
productivity gains. Signing up to Go Beef
was the right option for their farming
operation last year and it worked well
for them, but next year it might be
procuring trading lambs to hold over
the winter months. We work closely
to ensure that every livestock trading
opportunity is considered so they can
make the most of any opportunities
that arise.
“Their farm development has provided
them with flexibility. It means that they
can buy and sell stock when it suits them
and they are often able to sell stock at
a premium rather than due to weather
conditions.
“They are well respected in the farming
community. It is great to work with a
farmer who knows the sheep and beef
market well. Adam and operators like
him are the future of New Zealand
farming,” said Ryan.
Adam adds, “We have worked with
Ryan for a while now and he knows our
operation and is always looking out for
opportunities for us. It works well.
“Our aim is to run a business that is
profitable and sustainable. We fine tune
how we do things, for example, lifting
the lamb and beef weights year-on-year.
There is always something we can do
better.
“We try and do everything to our
best ability and be proactive. We plan
well ahead and work backwards. Our
approach is we can control what
happens on farm, but we can’t control
external factors such as the lamb
schedule and the weather.
“We farm for a drought. When we have
favourable weather conditions, we
have a good year. Last year for example,
because of the irrigation, we were
able to get through the drought and
hold stock through until it rained. This
meant we didn’t have to store stock. We
have good access to water now, so we
will continue to build up capital stock
numbers and seek improvements across
our business,” said Adam.
PGG Wrightson Senior Livestock Agent Ryan
Dowling views Creekside Farms’ storage
pond with Adam and Juls Lindsay, along with
Sarge, in the Maniototo Plains in July 2018
Working with PGW
PGG Wrightson Senior Livestock
Agent Ryan Dowling joined the
company in 2001 and services
the Maniototo Plains area in
Central Otago. While the area is
largely sheep and beef farming
operations, about a third of Ryan’s
customers are dairy farmers.
Along with Ryan, the Lindsay
family also work with the PGW
Wool and Water teams.
AGENCY GROUP
Our crop monitoring team
specialises in early detection
A specialised team within
Fruitfed was established
in Hawke’s Bay in 1998 to
provide crop monitoring
services to horticulturists in
the region.
This well-respected business unit, led by
Hawke’s Bay based Fruitfed Crop Monitoring
Manager Jimmy Bowden, has grown to a team
of eight who co-ordinate crop monitoring
needed. The Scouts often return year
after year, so they build a relationship and
knowledge of a customer’s operation
which is highly valued by both parties.
“Our Scouts play a key role in assisting in
the early detection of pest and disease, in
fact many customers contract us to take
care of this for them. The Scout provides
the customer with a verbal briefing at the
time of their visit which is followed up
with a report of their findings. The report
is distributed to key team members at
Fruitfed, including the assigned Technical
Field Representative. This builds up the
wider Fruitfed team’s knowledge of what
is happening around the country during
key growing times which we can share
with other customers on an anonymised
basis.
“New Zealand is recognised
internationally as an innovative producer
of high-quality wine, vegetables and
fruit. Our team prides itself on assisting
customers in maintaining their high-
quality production which in turn protects
their brand and reputation,” said Jimmy.
One member of the crop monitoring
team who has been working alongside
customers for over ten years is Crop
Monitoring Co-ordinator Rena Mehrtens.
Rena, who joined Fruitfed in 2008,
manages the Scouts in Hawke’s Bay,
Manawatu, Nelson and Marlborough.
Rena said, “I have seen the focus on
traceability and quality assurance
increase significantly in the horticulture
industry over the last decade. One aspect
of this is a move toward early detection
to reduce the requirement for application
of spray on crops. Our crop monitoring
services support our customers with this
approach.
“Indevin have utilised our crop
monitoring services for seven years at
their Gisborne and Hawke’s Bay vineyards
(and more recently in Marlborough).
"Each year in September I meet with
Bryce MacKenzie of Indevin to plan for
the season ahead and the monitoring
programme runs from October through
to April. They have a great team and over
the years we have learned a lot about
how they operate. It works well,” said
Rena.
Indevin’s Hawke’s Bay Viticulture Manager
Bryce MacKenzie said, “We used to do
the crop monitoring ourselves, but in
2011 we decided to hand the job over to
Fruitfed. We run a pretty lean operation
here and it is great to have that aspect of
our business taken care of. Early detection
of pest and disease in our grapes is
critical to our production programme –
the earlier we catch it the better. Rena
and her team of Scouts take this worry
away from us. They are a great team to
work with and they know their stuff. Rena
lets us know if there are issues elsewhere
in the region so our team can look out for
them between monitoring visits.”
teams at key vegetable, fruit and wine
growing areas around the country.
Jimmy said, “Since we established the
crop monitoring team 20 years ago it
has gone from strength to strength. Co-
ordinators are now based in key growing
areas around the country with the focus
of the monitoring work specialised in
each area, for example vegetables in
Pukehoke and grapes in Marlborough.
“The Crop Monitoring Co-ordinators
work with customers to plan their
requirements, then recruit Crop
Monitoring Scouts from the region as
24
| PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 25
Indevin’s Hawke’s Bay Viticulture
Manager Bryce MacKenzie inspects
grapes with Fruitfed Crop Monitoring
Manager Jimmy Bowden and Co-
ordinator Rena Mehrtens in Hawke’s
Bay in March 2018 prior to harvesting
Indevin
Indevin was founded in
Marlborough in 2003. It is one
of New Zealand’s largest wine
producers which owns and
operates winery infrastructure.
Indevin owns (and manages
on behalf of their customers)
vineyards in Marlborough,
Gisborne, the Hawke’s Bay and
Central Otago. Along with their
contract winemaking customers,
Indevin produces over 50,000
tonnes of grapes annually. This
production footprint continues
to grow with the acquisition and
lease of several new vineyards or
plantable sites each year.
RETAIL AND WATER GROUP
Agricom (a trading
division of PGG
Wrightson Seeds
Limited) researches,
develops and markets
a wide range of
proprietary pasture and
forage crop seeds to the
agricultural industry.
The proprietary seed company takes a
team approach to research involving
employees, customers and key industry
stakeholders. This collaborative approach
has recently discovered that a plant,
once considered a weed, has valuable
nitrogen mitigation properties.
The research team discovered that
specific cultivars of plantain have the
ability to significantly reduce nitrogen
leaching from the urine patch. The
plantain which began life as a common
flat weed (Plantago lanceloata) has
been bred and commercialised into
a successful forage cultivar by the
Agricom team.
Commencing in 2015, with Callaghan
Innovation funding, Agricom developed
the Greener Pastures Project (GPP),
which combines research and expertise
from Massey and Lincoln Universities
and Plant & Food Research. In parallel
with the DairyNZ-led Forages for
Reduced Nitrate Leaching programme,
the GPP has a series of peer-reviewed
scientific papers that support the use of
Ecotain® environmental plantain.
Agricom’s Science Lead Dr Glenn Judson
said, “The development of Ecotain® has
been a team effort over a long period of
time so everyone involved is delighted
with how well it has been received by
industry stakeholders and farmers alike.
“New Zealand farmers have been using
plantain as a forage product for many
years. The first of the plantain cultivars
we launched to the market 22 years ago.
However, more recently we discovered
their role in reducing the environmental
impact of livestock.
“Depending on the factors at play on
farm and the extent to which Ecotain®
is used, the reduction in nitrogen
leaching can be significant. In one of
the research programmes there was a
reduction in leaching of as much as 89
percent from the urine patch. The ability
to do this is increasingly important
now that New Zealand’s national dairy
herd has reached over 4.8 million and
there is a real focus on environmentally
sustainable farming practices.
“A cow grazes across a large area of
pasture, about 140 square metres
per day. When they urinate, they’re
depositing a high concentration of
nitrogen into a very small area compared
to the size they were grazing, and that
small area is the urine patch.
“The plants and soil surrounding the
urine patch can’t absorb all that nitrogen,
so it’s easily leached away below the
root zone and also into the water table.
Research is showing us that controlling
the nitrogen in the urine patch is the
most practical way of reducing nitrogen
leaching on farm.
Glenn concluded, “We are not done yet.
The research will continue to evolve,
and we are now looking at system-
wide studies to see how we can further
reduce nitrogen leaching on farm. With
the assistance of farmers and industry
stakeholders I am confident we can
improve the strong results we are
achieving now.”
26
| PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 27
Science Lead for the Greener Pastures Project
within Agricom, Dr Glenn Judson inspects
Ecotain® pasture on a farm in Lincoln,
Canterbury in November 2017
SEED AND GRAIN GROUP
Research team discovers
‘weed’ has valuable nitrogen
mitigation properties
Agricom team recognised
Agricom’s Ecotain® was recognised
at the Fieldays Innovation
Award event in June 2018. The
Agricom team were presented
with the Fieldays Launch New
Zealand Award which recognised
agribusiness products being
launched to the New Zealand
market that will shape farming
practices and the future of New
Zealand primary industries.
Ecotain®
Marketed under the brand
Ecotain® environmental plantain
specic cultivars of plantain
reduce nitrogen leaching from
the urine patch in four ways:
I. it increases the volume of
cows’ urine which dilutes the
concentration of nitrogen,
II. it reduces the total amount of
nitrogen in animals’ urine,
III. it delays the process of
turning ammonium into
nitrate in the urine patch, and
IV. it restricts the accumulation
of nitrate.
28 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 29
“
The agreement arose from
the strategic review conducted
by PGW in recent months.
The agreement represents
a transaction that would
deliver significant value to
PGW while also enabling the
PGW Seeds business to benefit
immensely from being part
of an impressive global seeds
operation.
”
Trevor Burt, Deputy Chairman
“
It is important to remember that PGW has the strongest
nationwide rural services offering in New Zealand,
covering the length of the country. A sale of the PGW Seeds
business will not change that – in fact, it remains business
as usual for PGW and its customers.
”
Ian Glasson, Chief Executive Officer
About DLF Seeds
DLF Seeds is a Denmark based global
seeds group which was established
in 1872.
Key facts:
Owned by DLF Seeds AmbA,
a cooperative owned by
approximately 3,000 Danish seed
growers.
Operates within forage and turf
seed, sugar and fodder beet seed,
seed potatoes and multiplication
of vegetable seed, and is active in
more than 80 countries.
It is vertically integrated operations
(in research, production and sales)
have 1,200 employees, 14 percent
of which are involved in research
and development.
A major player in the Northern
Hemisphere market but currently
has a smaller presence in the New
Zealand, Australian and South
American markets.
Key figures as of 2016/2017
in Danish Krone DKK) (1 DKK = $0.23NZ):
Revenue: 3,527 DKK Million (NZ$814
million)
Prot before net nancials: 225 DKK
Million (NZ$52 million)
Prot after tax: 161 DKK Million
(NZ$37 million)
On 4 August 2018 PGW entered into a conditional agreement to sell the PGG
Wrightson Seeds Holdings Limited (PGW Seeds) business for NZ$421 million to
DLF Seeds A/S (DLF Seeds), a leading global seeds group based in Denmark.
This transaction would deliver significant value to PGW while also enabling the
PGW Seeds business to benefit significantly from being part of a global seeds
operation.
The agreement provides for an ongoing close working relationship between
PGW and PGW Seeds.
Sale of
PGW SEEDS
“
The PGW Retail business sees the PGW Seeds
business as a significant partner with us in our focus
on the technical agronomy offering we have with our
customers. The relationship is strong between the
businesses and in considering the transaction with
DLF we believe that a different ownership structure
will not materially change the relationship that works
well and adds value to both businesses.
”
Stephen Guerin, Group General Manager Retail and Water
Significant commercial opportunities
This transaction follows the continuing trend of consolidation in the international
seeds industry and there are clear benefits that arise for both PGW and PGW
Seeds.
Ownership of PGW Seeds by DLF Seeds would expand the opportunities to
commercialise the intellectual property of the collective businesses.
DLF Seeds has a strong northern hemisphere presence and PGW Seeds has a
strong southern hemisphere market presence. The opportunities arising from the
synergy of market coverage, intellectual property and operations are significant.
DLF Seeds’ global presence would open up new markets and geographies,
increasing royalties coming into New Zealand, and also demonstrate the benefits
of the research and development focus of PGW Seeds’ business.
The agreement provides for an ongoing close working relationship between
PGW and PGW Seeds. A distribution agreement allows for ‘business as usual’ for
PGW operational staff across all parts of the Group. Our customers would see
no change in the way we work together to support their farming operations. In
addition, the PGW Seeds brand will remain.
Intellectual property
PGW Seeds has joint ventures with a range of research and development
partners who share or licence intellectual property with PGW Seeds. PGW Seeds
joint venture partners include: Grasslands Innovation, Endophyte Innovation and
Forage Innovations.
Should the sale of PGW Seeds be approved, the royalties from these joint
ventures will continue to flow back to New Zealand. An example of this is
Pallaton Raphno®, a raphanobrassica developed in New Zealand by PGW Seeds,
now sold in Australia. This cultivar has sales attracting royalties which are returned
to New Zealand by PGW Seeds and our joint venture partner Forage Innovations.
Next steps
The transaction remains subject to a number of conditions precedent and
both PGW and DLF Seeds are diligently working towards satisfying these
conditions.
Assuming the conditions are satisfied and the transaction is completed, the
significant cash contribution creates options for the PGW Board to consider
as part of its ongoing strategic review. These include growth options as well
as the optimal structure for what already is a strong rural services business.
The PGW Board will continue to work with Credit Suisse (Australia) Ltd and
First NZ Capital Ltd on the strategic review to explore options for PGW’s
business, growth opportunities, capital and balance sheet requirements and
potentially shareholding structure.
Meanwhile it is business as usual for PGW and its customers.
Quartz White Clover flowering at
Wexford Farming Co. near Rakaia in
December 2017
30 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 31
Fairlie Primary School pupils receive their
Cash for Communities gift in March 2018
IHC Calves waiting for the sale to begin at
Frankton Salesyards in November 2017
Wool handler Joel Henare at the
Golden Shears in March 2018
PGW Livestock National Video Sale in May 2018PGW marquee at New Zealand Agricultural Fieldays in June 2018
Sustainability
PGW is committed to protecting our natural environment for future generations.
IHC Calf and Rural
Scheme
PGW Livestock have been
working alongside IHC for over
30 years to deliver the IHC
Calf and Rural Scheme. The
Scheme provides funds which
allow IHC to deliver services
to people with intellectual
disabilities and their families
by facilitating donations from
farmers throughout New
Zealand. During calf season
last year 2,574 farmers donated
3,222 calves (along with virtual
and cash donations) and raised
$1.45 million. Due to the risk
of the program spreading
Mycoplasma bovis, and
following discussions with the
Ministry for Primary Industries,
in early July 2018 IHC made the
difficult decision that their 2019
fundraising program would no
longer pick up calves and hold
IHC calf day sales, and instead
asked farmers to either donate
a ‘virtual calf ’ or organise
to get their IHC calf to sale
themselves.
Cash for Communities
The ‘Cash for Communities’
programme is run by PGW
and Ballance Agri-Nutrients
and to date has raised over
$482,000 for rural communities
throughout New Zealand.
For every tonne of qualifying
Ballance Agri-Nutrients fertiliser
purchased by PGW customers
who have registered for the
programme, PGW donated $1
to the customers' choice of
community programmes.
The eighth season of the
programme ran in spring
2017 and over 500 farmers
throughout New Zealand
registered a community
organisation of their choice.
Last season saw over $27,000
raised for community
organisations.
One of the recipients of
this year’s programme was
Fairlie Primary School in the
Mackenzie Country (pictured)
which also won three iPads
for being the school with
the most nominations in the
South Island.
Supporting the
Horticulture Sector
Fruitfed Supplies has a long
association with programmes
that recognise innovation,
emerging leaders and
excellence in the industry –
including Young Horticulturalist
of the Year, Young Grower of
the Year, Young Viticulturist of
the Year and the New Zealand
Wine of the Year™ Awards.
PGG Wrightson
IN THE
COMMUNITY
Supporting industry events, A&P Shows and regional eld days
PGW has over 175 years of being part
of and supporting rural communities –
with our employees living and working
alongside our customers. Through that
rural community spirit, PGW supports a
range of community and industry events
throughout New Zealand.
This means balancing issues of environmental, social,
cultural and economic sustainability to make a valuable
contribution to the future of our country, our communities
and the rural business sectors we operate in.
Many of our activities are designed to meet the demand
for more sustainable farming practices. One example is our
focus on assisting customers manage their use of plastic
and other recyclables at the farm gate.
In recent years PGW has implemented a recycling process for
cardboard and paper in all 97 PGG Wrightson and Fruitfed
Supplies stores, as well as a number of sites offering drop-off
points for empty triple rinsed plastic containers.
As part of the initiative to help our customers clear
more waste, we also provide logistical support to leading
product stewardship programme Agrecovery, which collects
and recycles more than 300 tonnes of plastic from farmers
and growers every year.
PGG Wrightson Wool
National Shearing Circuit
PGG Wrightson Wool is proud
to support our country’s
shearers through the PGG
Wrightson Wool National
Shearing Circuit sponsorship.
The PGG Wrightson Wool
National Shearing Circuit is
a prestigious competition
celebrating excellence in the
skill of shearing. It gives up-
and-comers the opportunity
to mix with professionals, and
provides rural New Zealand
the chance to see the sport
in action. The competition
is made up of five heats
held across New Zealand
between October and March,
with the final held at Golden
Shears in Masterton in March
each year.
A&P Shows, regional field
days and New Zealand
Agricultural Fieldays
Agricultural and pastoral
shows (A&P), regional field
days and New Zealand
Agricultural Fieldays are
well-attended events in the
rural calendar. PGW is very
proud to be involved in these
events, which bring the local
rural community together
and provide PGW with the
opportunity to acknowledge
the ongoing support of our
customers and to showcase
the latest in farming
technology and product
innovation.
Supporting Māori
Excellence in Farming
The Ahuwhenua Trophy Te
Puni Kōkiri Excellence in
Māori Farming Award, which
PGW is proud to support,
has a prestigious history
dating back to 1932. The
competition is held annually,
alternating between dairy,
and sheep and beef. Onuku
Māori Lands Trust in Rotorua
was the winner of the 2018
Ahuwhenua Trophy for dairy.
National Livestock
Video Sale
PGW Livestock supports the
National Video Sale which
was held in Feilding in May
2018. This annual event
(formerly known as the Beef
Expo) which features the best
of a number of breeds from
throughout New Zealand
updated its format this year.
The move to a video-based
sale format resulted in a
standing room only event at
a Palmerston North venue as
about 60 Angus, Hereford and
Shorthorn bulls were sold.
Steak of Origin
PGW Livestock is proud to
support this prestigious
annual event, which
celebrates the best of New
Zealand beef producers, offers
people an insight into how
genetics can improve eating
quality, increase retail beef
yield, or improve maternal
traits.
The 2018 Steak of Origin
competition saw PGW show
their support as the naming
rights sponsor, with the
grand final judging held in
the PGW tent at New Zealand
Agricultural Fieldays. A panel
of four chef judges and one
steak connoisseur, judged the
final steaks to determine the
2018 Grand Champion and
2018 Brand Champion.
PGG Wrightson Livestock Agent Dave Lilley
inspects Limehills’ sire bulls with Gray Pannett
in Millers Flat, Central Otago in May 2018
32 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 33
for the year ended 30 June 2018
Key
Financial
Disclosures
KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED
STATEMENT OF PROFIT OR LOSS
For the year ended 30 June 2018
34 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 35
PGG WRIGHTSON LIMITED
DIRECTORS’ RESPONSIBILITY STATEMENT
FOR THE YEAR ENDED 30 JUNE 2018
The Directors are responsible for ensuring that the financial statements give a true and fair view of the financial
position of the Group as at 30 June 2018 and the financial performance and cash flows for the year ended on
that date.
The Directors consider that the financial statements of the Group have been prepared using appropriate
accounting policies, consistently applied and supported by reasonable judgements and estimates and that all of
the relevant financial reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy,
the determination of the financial position of the Group and facilitate compliance of the financial statements
with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.
The Directors are pleased to present the financial statements for PGG Wrightson Limited and its controlled
entities (together the “Group” ) set out on pages 35 to 80 for the year ended 30 June 2018.
The financial statements contained on pages 35 to 80 have been authorised for issue on 13 August 2018.
For and on behalf of the Board.
Alan Lai Bruce Irvine
Chairman Director and Audit Committee Chairman
2018 2017
NOTE $000 $000
Continuing operations
Operating revenue 2 1,193,462 1,132,963
Cost of sales 3 (847,328) (804,317)
Gross profit 346,134 328,646
Other income 221 388
Employee benefits expense (165,809) (160,851)
Research and development (4,778) (4,542)
Other operating expenses 4 (103,709) (99,268)
Equity accounted earnings of investees 5 (1,885) 126
Operating EBITDA
70,174 64,499
Non-operating items (80) 7,148
Holidays Act 2003 remediation costs 20 (8,226) –
Fair value adjustments 6 (3,877) 1,953
Depreciation and amortisation expense (12,974) (10,733)
EBIT
45,017 62,867
Net interest and finance costs 7 (14,162) (6,158)
Profit from continuing operations before income taxes 30,855 56,709
Income tax expense 8 (12,460) (10,428)
Profit from continuing operations 18,395 46,281
Discontinued operations
Profit from discontinued operations (net of income taxes) 9 492 30
Net profit after tax 18,887 46,311
Profit attributable to:
Shareholders of the Company 17,964 45,607
Non-controlling interest 923 704
Net profit after tax 18,887 46,311
Earnings per share
Basic earnings per share (New Zealand Dollars) 10 0.025 0.061
Continuing operations
Basic earnings per share (New Zealand Dollars) 0.024 0.061
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 37
PGG WRIGHTSON LIMITED
SEGMENT REPORT
For the year ended / as at 30 June 2018
(a) Operating Segments
The Group has three primary operating segments: Agency, Retail and
Water and Seed and Grain which are the Group’s strategic divisions.
Agency and Retail and Water operate within New Zealand. Seed and
Grain primarily operates within New Zealand with additional operations
in Australia and South America.
The three operating segments offer different products and services,
and are managed separately because they require different skills,
technology and marketing strategies. There is also a Group General
Manager for each segment. Within each segment, further business unit
analysis may be provided to management where there are significant
differences in the nature of activities. The Chief Executive Officer or
Chairman of the Board reviews internal management reports on each
strategic business unit on at least a monthly basis.
– Agency. Includes rural Livestock trading activities, Export
Livestock, Wool, Insurance, Real Estate and Finance Commission.
– Retail and Water. Includes the Rural Supplies and Fruitfed retail
operations, PGG Wrightson Water, AgNZ (Consulting), Agritrade
and ancillary sales support, supply chain and marketing functions.
– Seed and Grain. Includes Australasia Seed (New Zealand and
Australian manufacturing and distribution of forage seed and
turf ), Grain (sale of cereal seed and grain trading), South America
(various related activities in the developing seeds markets
including the sale of pasture and crop seed and farm inputs,
together with operations in the areas of livestock, real estate and
irrigation), and other Seed and Grain (research and development,
international, production and corporate seeds).
– Other. Other non-segmented amounts relate to certain
Group Corporate activities including Finance, Treasury, HR and
other support services including corporate property services,
adjustments for discontinued operations (PGW Rural Capital
Limited) and consolidation/elimination adjustments.
Assets allocated to each business unit combine to form total assets for
the Agency, Retail and Water and Seed and Grain business segments.
Certain other assets are held at a Corporate level including those for
the Corporate functions noted above.
”Other” cost allocation
The Group applies an allocation methodology which allocates certain
corporate costs where they can be directly attributed to an operating
segment or attributed based on the use of the following methods:
– IT hardware, support, licence and other costs attributed based on a
per user basis.
– Property costs allocated, where not directly attributable, on a
property space utilisation basis.
– Business operations costs (Accounts Payable, Accounts Receivable,
Credit Services, Call Centre) allocated based on FTE usage by
each operating segment, transactional volumes. Credit services
are allocated based on the operating segment to which overdue
accounts relate to.
The Group Finance, Risk and Assurance, Treasury, HR, Credit and the
Executive Team functions continue to be reported outside of the
operating segments.
Other costs including non-operating items, fair value adjustments,
net interest and finance costs, income tax expense as well as the
reporting of discontinued operations are not fully allocated by the
Group. Accordingly, these items have not been fully allocated across
the operating segments.
(b) Geographical Segment Information
The Group operates predominantly in New Zealand with some
operations in Australia and South America.
The Australian and South American business units facilitate the export
sales and services of New Zealand operations in addition to their own
seed trading operations. Inter-segment pricing is determined on an
arm’s length basis.
In presenting information on the basis of geographical segments,
segment revenue is based on the geographical location of operations
and segment assets are based on the geographical location of the
assets.
2018 2017
$000 $000
Revenue derived from outside the Group
New Zealand 1,005,402 954,330
Australia 76,024 79,161
South America 112,036 99,472
Total revenue derived from outside the Group
1,193,462 1,132,963
Non-current assets excluding financial instruments and deferred tax
New Zealand 90,512 85,756
Australia 15,317 14,638
South America 45,731 47,131
Total non-current assets excluding financial instruments and deferred tax
151,560 147,525
PGG WRIGHTSON LIMITED
STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2018
2018 2017
NOTE $000 $000
Net profit after tax 18,887 46,311
Other comprehensive income/(loss) for the period
Items that will never be reclassified to profit or loss
Changes in fair value of equity instruments – 240
Remeasurements of defined benefit liability 21 2,746 3,121
Deferred tax on remeasurements of defined benefit liability 8 (961) (2,389)
1,785 972
Items that are or may be reclassified to profit or loss
Foreign currency translation differences for foreign operations 6,408 (1,169)
Effective portion of changes in fair value of cash flow hedges – (2,039)
Income/deferred tax on changes in fair value of cash flow hedges 8 – 571
6,408 (2,637)
Other comprehensive income/(loss) for the period, net of income tax 8,193 (1,665)
Total comprehensive income for the period 27,080 44,646
Total comprehensive income/(loss) attributable to:
Shareholders of the Company 26,307 43,579
Non-controlling interest 773 1,067
Total comprehensive income for the period 27,080 44,646
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
38 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 39
PGG WRIGHTSON LIMITED
SEGMENT REPORT CONTINUED
For the year ended / as at 30 June 2018
(c) Operating Segment Information
AGENCY RETAIL AND WATER SEED AND GRAIN OTHER TOTA L
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Total segment revenue 200,574 197,098 606,176 562,162 449,495 428,711 749 1,040 1,256,994 1,189,012
Intrasegment revenue – – – – (63,532) (56,049) – – (63,532) (56,049)
Total external operating revenues 200,574 197,098 606,176 562,162 385,963 372,662 749 1,040 1,193,462 1,132,963
Operating EBITDA 20,112 17,996 23,810 18,295 35,607 37,045 (9,355) (8,836) 70,174 64,499
Non–operating items 688 3,275 590 (12) (217) 5,231 (1,141) (1,347) (80) 7,148
Holidays Act 2003 remediation costs (2,441) - (3,422) - (1,066) – (1,297) – (8,226) –
Fair value adjustments (1,087) 26 - - (2,790) 2,049 – (121) (3,877) 1,953
Depreciation and amortisation expense (1,086) (1,130) (3,097) (1,737) (6,056) (5,517) (2,735) (2,349) (12,974) (10,733)
EBIT 16,186 20,167 17,881 16,546 25,478 38,807 (14,528) (12,654) 45,017 62,866
Net interest and finance costs (1,388) 472 385 272 (7,261) (4,127) (5,898) (2,774) (14,162) (6,158)
Profit/(loss) from continuing operations before income taxes 14,798 20,639 18,266 16,819 18,217 34,680 (20,426) (15,428) 30,855 56,709
Income tax (expense) / income (4,366) (4,171) (4,680) (5,253) (8,878) (7,513) 5,464 6,509 (12,460) (10,428)
Profit/(loss) from continuing operations 10,432 16,468 13,586 11,566 9,339 27,166 (14,962) (8,918) 18,395 46,281
Discontinued operations – – – – – – 492 30 492 30
Net profit after tax 10,432 16,468 13,586 11,566 9,339 27,166 (14,470) (8,888) 18,887 46,311
Segment assets 161,378 145,410 149,107 137,081 412,673 367,754 18,529 27,704 741,687 677,949
Investment in equity accounted investees – – – – 14,264 20,892 59 81 14,323 20,973
Assets held for sale – 37 218 500 – – 2,398 2,690 2,616 3,227
Total segment assets 161,378 145,447 149,325 137,581 426,937 388,646 20,986 30,475 758,626 702,149
Total segment liabilities (87,182) (71,296) (82,109) (72,117) (164,144) (187,209) (137,729) (81,816) (471,164) (412,437)
Capital expenditure 3,212 1,743 9,689 5,238 13,204 11,901 3,326 1,901 29,431 20,783
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 41
PGG WRIGHTSON LIMITED
RECONCILIATION OF PROFIT AFTER TAX
WITH NET CASH FLOW FROM OPERATING ACTIVITIES
For the year ended 30 June 2018
2018 2017
$000 $000
Net profit after tax 18,887 46,311
Add/(deduct) non-cash/non operating items:
Depreciation, amortisation and impairment 12,974 10,733
Fair value adjustments 3,877 (1,953)
Net (profit)/loss on sale of assets/investments (1,746) (9,630)
Bad debts written off (net) 429 1,244
Change in deferred taxation (1,114) (811)
Earnings from equity accounted investees 1,885 (126)
Discontinued operations (492) (30)
Defined benefit expense 142 649
Effect of foreign exchange movements 3,618 (197)
Pension contributions (operating cash) not expensed through profit and loss (2,842) (7,551)
Other non-cash/non-operating items (1,999) 1,339
33,619 39,978
Add/(deduct) movement in working capital items:
Change in working capital due to sale/purchase of businesses (2,683) (3,378)
Change in inventories and biological assets (7,374) (11,208)
Change in accounts receivable and prepayments (45,081) (12,364)
Change in trade creditors, provisions and accruals 19,360 5,856
Change in income tax payable/receivable 3,326 2,156
Change in other current assets/liabilities 4,599 (572)
(27,853) (19,510)
Net cash flow from operating activities 5,766 20,468
The accompanying notes form an integral part of these financial statements
PGG WRIGHTSON LIMITED
STATEMENT OF CASH FLOWS
For the year ended 30 June 2018
2018 2017
NOTE $000 $000
Cash flows from operating activities
Cash was provided from:
Receipts from customers 1,214,939 1,201,273
Dividends received 3 10
Interest received 5,225 3,318
1,220,167 1,204,601
Cash was applied to:
Payments to suppliers and employees (1,190,563) (1,159,853)
Lump sum contributions to defined benefit plans (ESCT inclusive) (2,842) (7,551)
Interest paid (8,550) (6,321)
Income tax paid (12,446) (10,408)
(1,214,401) (1,184,133)
Net cash flow from operating activities 5,766 20,468
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and assets held for sale 3,407 22,352
Net proceeds from sale of investments 111 4,424
3,518 26,776
Cash was applied to:
Purchase of property, plant and equipment (15,183) (12,803)
Purchase of intangibles (7,974) (4,307)
Net cash paid for purchase of investments (1,215) (2,773)
(24,372) (19,883)
Net cash flow from investing activities (20,854) 6,893
Cash flows from financing activities
Cash was provided from:
Increase in external borrowings and bank overdraft 42,499 3,715
Repayment of loans by related parties 3,441 –
45,940 3,715
Cash was applied to:
Dividends paid to shareholders (28,570) (28,588)
Dividends paid to minority interests (759) (646)
(29,329) (29,234)
Net cash flow from financing activities 16,611 (25,519)
Net increase/(decrease) in cash held 1,523 1,842
Opening cash 9,403 7,561
Cash and cash equivalents 11 10,926 9,403
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2018 | 4342 | PGG WRIGHTSON LIMITED
Additional Financial Disclosures
including Notes to the Financial Statements
for the year ended 30 June 2018
PGG WRIGHTSON LIMITED
STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
2018 2017
NOTE $000 $000
ASSETS
Current
Cash and cash equivalents 11 10,926 9,403
Short-term derivative assets 12 827 3,528
Trade and other receivables 14 267,627 230,022
Finance receivables 733 –
Go livestock receivables 13 39,419 32,371
Assets classified as held for sale 2,615 3,227
Biological assets 911 1,553
Inventories 15 262,538 253,600
Other investments 17 30 3,441
Intangible assets 18 2,641 –
Total current assets 588,267 537,145
Non-current
Long-term derivative assets 12 20 427
Biological assets – 58
Deferred tax asset 8 16,259 15,145
Investments in equity accounted investees 5 14,323 20,973
Other investments 17 2,520 1,906
Intangible assets 18 13,017 9,129
Property, plant and equipment 19 124,220 117,365
Total non-current assets 170,359 165,003
Total assets
758,626 702,148
LIABILITIES
Current
Debt due within one year 11 30,806 26,719
Short-term derivative liabilities 12 3,645 991
Accounts payable and accruals 20 267,096 248,290
Income tax payable 6,751 4,115
Defined benefit liability 21 905 942
Total current liabilities 309,203 281,057
Non-current
Long-term debt 11 149,205 110,925
Long-term derivative liabilities 12 966 661
Other long-term provisions 20 2,121 4,909
Defined benefit liability 21 9,669 14,885
Total non-current liabilities 161,961 131,380
Total liabilities
471,164 412,437
EQUITY
Share capital 31 606,324 606,324
Reserves 31 8,647 (2,956)
Retained earnings 31 (329,987) (316,121)
Total equity attributable to shareholders of the Company 284,984 287,247
Non-controlling interest 2,478 2,464
Total equity
287,462 289,711
Total liabilities and equity 758,626 702,148
The accompanying notes form an integral part of these financial statements.
Winter lettuces being grown by
Scotfresh near the Conway River,
North Canterbury in May 2018
44 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 45
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
2 OPERATING REVENUE
CONTINUING OPERATIONS
2018 2017
$000 $000
Sales 1,048,007 994,024
Commissions 110,852 108,205
Construction contract revenue 29,627 27,627
Interest revenue on Go livestock product receivables 3,397 1,674
Debtor interest charges 1,579 1,433
Total operating revenue 1,193,462 1,132,963
Income Recognition Accounting Policies
Recognition of Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured. The following specific recognition criteria must also be met before revenue is recognised.
Sales Revenue
Sales revenue comprises the sale value of transactions where the Group acts as a principal.
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances,
trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to
the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there
is no continuing management involvement with the goods.
Commission Revenue
Commission revenue comprises commission for transactions where the Group acts as an agent.
For agency commissions the Group does not take inventory risk or title for inventories, or for the Group’s Livestock and Real Estate
businesses biological assets and properties respectively. The Group also generates commissions from the successful referral of clients to
unrelated lending and insurance partners.
Interest and Similar Income and Expense
For all financial instruments measured at amortised cost, interest income or expense is recorded at the effective interest rate, which is the
rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter
period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all
contractual terms of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are directly
attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses.
Once the recorded value of a financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest
income continues to be recognised using the original effective interest rate applied to the new carrying amount.
The Group recognises interest revenue, management fees, and establishment fees on an accruals basis when the services are rendered
using the effective interest rate method.
Fee Income from Providing Transaction Services
Fees arising from negotiating or participating in the negotiation of a transaction for a third party are recognised on completion of
the underlying transactions. Fees or components of the fees that are linked to certain performance are recognised after fulfilling the
corresponding criteria.
1 EVENT SUBSEQUENT TO BALANCE DATE
Agreement for sale of PGG Wrightson Seeds Holdings Limited
The Group announced in October 2017 that it had appointed Credit Suisse (Australia) Ltd and First NZ Capital Ltd as financial advisors to assist with
a strategic review of PGW’s business, its growth opportunities, capital and balance sheet requirements, and potentially shareholding structure.
Further to this review, on 6 August 2018 the Group announced that it had signed a sale and purchase agreement for the sale of its subsidiary PGG
Wrightson Seeds Holdings Limited (PGW Seeds). The agreement represents the sale of the Group’s Seed and Grain operating segment. The sale
price is approximately $421 million subject to various adjustments until settlement. The sale is conditional on various approvals including:
– PGW shareholder approval of a major transaction at a shareholders meeting.
– New Zealand Overseas Investment Act approval.
– New Zealand Commerce Commission clearance, Australian Competition and Consumer Commission approval and receipt of applicable
regulatory approvals in South America.
– Change of control consents from several of PGW Seeds’ joint venture partners.
– PGW banking syndicate consent.
Based on the initial sale price an estimated capital gain is expected to be recognised by the Group of approximately $136 million. This estimated
capital gain is subject to any further adjustments to the sale price until settlement, less transaction/disposal costs, and is subject to any reversal of
the Foreign Currency Translation Reserve.
As the transaction was not agreed until post balance date and is still subject to the required approvals noted above the Group has not recognised
the subsidiary or the Seed and Grain segment as “Assets Held For Sale” or a “Discontinued Operation” as at 30 June 2018.
Dividend
On 13 August 2018 the Directors of PGG Wrightson Limited resolved to pay a final dividend of 1.25 cents per share on 3 October 2018 to
shareholders on the Company’s share register as at 5.00pm on 4 September 2018. This dividend will be fully imputed.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
5 EQUITY ACCOUNTED INVESTEES
Earnings from equity accounted investees
30 June 2018
CURRENT NONCURRENT TOTA L CURRENT NONCURRENT TOTA L
ASSETS ASSETS ASSETS LIABILITIES LIABILITIES LIABILITIES
$000 $000 $000 $000 $000 $000
51% Forage Innovations Limited 1,232 – 1,232 (822) – (822)
50% Agimol Corporation S.A. 59,974 15,178 75,152 (63,441) – (63,441)
33% Agri Optics New Zealand Limited 339 103 442 (60) (450) (510)
50% Canterbury Sale Yards (1996) Limited 153 42 195 (61) – (61)
50% Fertimas S.A. 18,175 – 18,175 (15,146) – (15,146)
79,873 15,323 95,196 (79,530) (450) (79,980)
PROFIT / LOSS
REVENUES EXPENSES AFTER TAX PGW SHARE
$000 $000 $000 $000
51% Forage Innovations Limited 1,704 (1,622) 82 41
50% Agimol Corporation S.A. 72,621 (76,899) (4,278) (2,139)
33% Agri Optics New Zealand Limited 1,028 (1,067) (39) (51)
50% Canterbury Sale Yards (1996) Limited 550 (592) (42) (21)
50% Fertimas S.A. 27,085 (26,515) 570 285
102,988 (106,695) (3,707) (1,885)
30 June 2017
CURRENT NONCURRENT TOTA L CURRENT NONCURRENT TOTA L
ASSETS ASSETS ASSETS LIABILITIES LIABILITIES LIABILITIES
$000 $000 $000 $000 $000 $000
51% Forage Innovations Limited 1,166 – 1,166 (837) – (837)
50% Agimol Corporation S.A. 51,277 10,991 62,268 (53,519) – (53,519)
51% Agri Optics New Zealand Limited 8 139 147 (93) (191) (284)
50% Canterbury Sale Yards (1996) Limited 193 6 199 (37) – (37)
50% Fertimas S.A. 8,886 – 8,886 (6,649) – (6,649)
61,530 11,136 72,666 (61,135) (191) (61,326)
PROFIT / LOSS
REVENUES EXPENSES AFTER TAX PGW SHARE
$000 $000 $000 $000
51% Forage Innovations Limited 1,504 (1,585) (81) (42)
50% Agimol Corporation S.A. 85,575 (85,193) 382 190
51% Agri Optics New Zealand Limited 177 (277) (100) (51)
50% Canterbury Sale Yards (1996) Limited 530 (588) (58) (29)
50% Fertimas S.A. 20,722 (20,606) 116 58
108,508 (108,249) 259 126
3 COST OF SALES
2018 2017
NOTE $000 $000
Cost of Sales includes the following items by nature:
Depreciation and amortisation 1,068 1,068
Employee benefits including commissions 33,620 37,097
Inventories, finished goods, work in progress, raw materials and consumables 15 783,988 755,142
Other 28,652 11,010
847,328 804,317
4 OTHER OPERATING EXPENSES
2018 2017
$000 $000
Other operating expenses includes the following items:
Audit of annual financial statements of the Company – KPMG 277 267
Audit of annual financial statements of subsidiaries and associates – KPMG 131 118
Other non-audit services provided by KPMG
– Tax consulting – 4
– Trust account audit of PGG Wrightson Real Estate Limited 12 11
– Review of charging group consolidation for bank syndicate 2 2
– Quality assurance – IT project – 44
Directors’ fees 767 770
Donations 6 3
Doubtful debts – (decrease)/increase in provision for doubtful debts 529 286
Net doubtful debts – bad debts written off/(recovered) (100) 958
Marketing 8,792 8,261
Motor vehicle costs 8,047 7,306
Rental and operating lease costs 29,692 28,951
Other expenses 55,554 52,287
103,709 99,268
46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 47
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
6 FAIR VALUE ADJUSTMENTS
2018 2017
$000 $000
Property, plant and equipment impairment (1,070) –
Assets held for sale – (121)
Biological assets 39 28
Investments (2,846) 2,046
(3,877) 1,953
7 INTEREST FINANCE INCOME AND EXPENSE
2018 2017
$000 $000
Finance income contains the following items:
Other interest income 249 211
Finance income 249 211
Interest funding contains the following items:
Interest on loans and overdrafts (6,652) (5,747)
Net interest on interest rate derivatives (533) (367)
Fair value change on interest rate derivatives (42) 392
Effective interest on expected earn out payments (87) (27)
Effective interest on defined pension ESCT payments (401) (122)
Other interest expense (1,281) (108)
Bank facility fees (1,239) (772)
Interest funding expense (10,235) (6,751)
Foreign exchange contains the following items:
Net gain/(loss) on foreign denominated items 1,849 (924)
Fair value change on foreign exchange derivatives (6,025) 1,306
Foreign exchange income/(expense) (4,176) 382
Net interest and finance costs (14,162) (6,158)
Fair Value Change on Foreign Exchange Derivatives Accounting Policies
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these
activities. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures. These
derivatives are recorded at their fair value with mark-to-market fair value movements flowing through fair value change on foreign
exchange derivatives in the profit and loss. A portion of the underlying hedged future sale or purchase transactions have not yet been
recognised by the Group. For this portion no corresponding offsetting net gain/(loss) on foreign denominated items has been recognised.
5 EQUITY ACCOUNTED INVESTEES CONTINUED
Movement in carrying value of equity accounted investees
2018 2017
$000 $000
Opening balance 20,973 18,000
Investment in Agri Optics New Zealand Limited – 834
Additional investment in Agimol Corporation S.A. (AgroCentro Uruguay) 3,078 2,063
Currency translation 72 (50)
Share of profit/(loss) (1,885) 126
Dividends received – –
Impairment (7,804) –
Investment disposal (111) –
Closing balance
14,323 20,973
Impairment of Agimol Corporation S.A.
The Group has conducted an impairment assessment based on forecasted future cash flows of Agimol Corporation S.A. which resulted in an
impairment of $7.80 million (USD 5.28 million) recorded through the profit and loss in fair value adjustments. This impairment assessment has been
calibrated by and is consistent with, a valuation of Agimol Corporation S.A. included as part of the proposed sale of PGG Wrightson Seeds Holdings
Limited (see Note 1). Following the impairment, goodwill of $5.44 million is included in the carrying value of Agimol Corporation S.A. (30 June
2017: goodwill of $13.24 million included in the carrying value of Agimol Corporation S.A.). The carrying value of the Group’s investment in Agimol
Corporation S.A. as at 30 June 2018 was $11.83 million (USD 7.59 million).
Agimol Corporation S.A. earn-out provision
The initial investment recorded for this equity accounted investee company in 2016 included a provision for expected future earn-out payments
of $7.03 million (USD 4.51 million). This provision was previously included within accruals and other liabilities (see Note 20). Based on the above
future cash flow forecasts, we have re-assessed the provision which has resulted in a reduction of the provision. The reduction of $5.13 million
(USD 3.66 million) has been recorded through the profit and loss in fair value adjustments. This provision release offsets against the impairment of
Agimol Corporation S.A. noted above.
Agri Optics New Zealand Limited
During the period the Group reduced its investment in Agri Optics New Zealand Ltd from 51% to 33.33% following the inclusion of a third
JV partner. Proceeds of $0.11 million were received for the investment reduction.
Basis of Consolidation Accounting Policies
Associates and Jointly Controlled Entities
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.
Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring
unanimous consent for strategic financial and operating decisions. Associates and jointly controlled entities are accounted for using
the equity method. The consolidated financial statements include the Group’s share of the income and expenses of equity accounted
investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence starts.
Where the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any
long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has
an obligation or has made payments on behalf of the investee. The carrying value of equity accounted investees is reviewed where any
indicators of impairment are present.
48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 49
Refer to
Accounting
Policies
– page 51.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
8 INCOME TAXES CONTINUED
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ASSETS ASSETS LIABILITIES LIABILITIES NET NET
2018 2017 2018 2017 2018 2017
$000 $000 $000 $000 $000 $000
Group
Property, plant and equipment – – (162) (518) (162) (518)
Intangible assets – – (97) (455) (97) (455)
Employee benefits 10,689 9,635 – – 10,689 9,635
Provisions 5,596 4,676 (718) (97) 4,878 4,579
Other items 951 1,904 – – 951 1,904
Tax asset/(liability)
17,236 16,215 (977) (1,070) 16,259 15,145
Movement in deferred tax on temporary differences during the year
RECOGNISED IN RECOGNISED IN
RECOGNISED OTHER RECOGNISED OTHER
BALANCE IN PROFIT COMPREHENSIVE BALANCE IN PROFIT COMPREHENSIVE BALANCE
1 JUL 2016 OR LOSS INCOME 30 JUN 2017 OR LOSS INCOME 30 JUN 2018
$000 $000 $000 $000 $000 $000 $000
Group
Property, plant (2,335) 1,817 – (518) 356 – (162)
and equipment
Intangible assets (435) (20) – (455) 358 – (97)
Employee benefits 12,356 (332) (2,389) 9,635 2,015 (961) 10,689
Provisions 4,115 981 – 5,096 (218) – 4,878
Other items 633 183 571 1,387 (436) – 951
14,334 2,629 (1,818) 15,145 2,075 (961) 16,259
Unrecognised tax losses / Unrecognised temporary differences
At 30 June 2018 the Group has $7.44 million of unrecognised deferred tax assets relating to unrecognised losses (2017: $6.37 million) and $2.64
million of unrecognised deferred tax assets relating to unrecognised temporary differences (2017: $2.39 million). These unrecognised deferred tax
assets relate to the Australian and South American subsidiaries of the Group.
Income Tax Accounting Policies
Income tax expense comprises current and deferred taxation and is recognised in profit or loss except to the extent that it relates to items
recognised directly in other comprehensive income or equity, in which case it is recognised directly in other comprehensive income or
equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable with respect to previous periods.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
– the initial recognition of goodwill
– differences relating to subsidiaries, associates and jointly controlled entities to the extent that they will probably not reverse in the
foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws
that have been enacted or substantially enacted at the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary
differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be recognised.
8 INCOME TAXES
2018 2017
$000 $000
Current tax expense
Current year (14,843) (11,331)
Adjustments for prior years 308 (1,725)
(14,535) (13,056)
Deferred tax expense
Origination and reversal of temporary differences 1,390 915
Derecognition of previously recognised tax losses 460 –
Adjustments for prior years 225 1,714
2,075 2,629
Income tax (expense)/income (12,460) (10,428)
Profit/(loss) for the year 18,887 46,311
Income tax (expense)/income (12,460) (10,428)
Tax on discontinued operations (199) (4)
Profit/(loss) excluding income tax 31,546 56,743
2018 2018 2017 2017
% $000 % $000
Income tax using the Company’s domestic tax rate 28.0% (8,833) 28.0% (15,888)
Effect of tax rates in foreign jurisdictions 2.3% (714) -0.3% 194
Non-deductible expenses 7.7% (2,441) -0.2% (91)
Tax effect of discontinued operations 0.6% (199) 0.0% (4)
Tax exempt income -2.3% 726 -9.8% 5,583
Under/(over) provided in prior years -1.7% 533 0.0% (11)
Derecognition of previously recognised tax losses 1.5% (460) 0.0% –
Current year tax losses not recognised 3.4% (1,072) 0.4% (210)
39.5% (12,460) 18.4% (10,428)
Income tax recognised directly in equity
2018 2017
$000 $000
Income/deferred tax on changes in fair value of cash flow hedges – 571
Deferred tax on movement of actuarial gains/losses on employee benefit plans (961) (2,389)
Total income tax recognised directly in equity
(961) (1,818)
The Group has $3.58 million imputation credits as at 30 June 2018 (2017: $0.32 million). This balance includes the third provisional tax instalment
made on 27 July 2018 in respect of the year ended 30 June 2018.
50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 51
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
11 CASH AND FINANCING FACILITIES
2018 2017
$000 $000
Cash and cash equivalents 10,926 9,403
Current financing facilities (30,806) (26,719)
Term financing facilities (149,205) (110,925)
Net interest bearing debt (169,085) (128,241)
Go range of livestock product receivables 39,419 32,371
Net interest-bearing debt less Go livestock receivables (129,666) (95,870)
Australia and New Zealand Facilities
The Company amended and extended its syndicated facility agreement on 15 December 2017. The facility agreement provides bank facilities
of $210.00 million. The agreement contains various financial covenants and restrictions that are standard for facilities of this nature, including
maximum permissible ratios for debt leverage and operating leverage. The Company has granted a general security deed and mortgage over all
its wholly-owned New Zealand and Australian assets to a security trust. These assets include the shares held in South American subsidiaries and
equity accounted investees. ANZ Bank New Zealand Limited acts as security trustee for the banking syndicate (ANZ Bank New Zealand Limited,
Bank of China (New Zealand) Limited, Bank of New Zealand, MUFG Bank, Ltd and Westpac New Zealand Limited).
The Company’s bank syndicate facilities include:
– A term debt facility of $150.00 million maturing on 31 July 2020.
– A working capital facility of up to $60.00 million maturing on 31 July 2020.
The syndicated facility agreement also allows the Group, subject to certain conditions, to enter into additional facilities outside of the Company
syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $22.82 million as at 30 June 2018
including:
– Overdraft facilities of $9.59 million.
– Guarantee and trade finance facilities of $10.40 million.
– Finance lease facilities of $2.83 million.
The syndicated facilities fund the general corporate activities of the Group, the seasonal fluctuations in working capital, and the Go range of
livestock product receivables.
South American Facilities
Two of the Group’s wholly-owned Uruguayan subsidiaries (Wrightson Pas S.A. and Agrosan S.A.) are jointly and severally financed by a club
structure. The club facilities contain various financial covenants and restrictions that are standard for facilities of this nature. The club facilities are
denominated in USD, secured by a mortgage over the logistics centre in Uruguay and provide:
– An amortising logistics centre facility of $12.00 million (USD 8.13 million) maturing on 17 September 2022.
– A committed facility of $17.73 million (USD 12.00 million) maturing on 29 June 2021.
– Finance lease facilities of $0.23 million.
Separate to the club facility, the Group’s South American operations have various unsecured financing facilities that amounted to $19.99 million
(USD 13.53 million) as at 30 June 2018.
9 DISCONTINUED OPERATIONS
The discontinued operations pertain to the Group’s wholly owned subsidiary PGW Rural Capital Limited (PGWRC) which was established during
2012 to hold and recover certain excluded loans related to the sale of the Group’s finance subsidiary PGG Wrightson Finance Limited. As at 30 June
2018 one loan remained in PGWRC. During the period an unconditional sale and purchase agreement was signed in respect of a property used
as security for the loan with proceeds subsequently being received by the Group on 13 July 2018. The provision for finance doubtful debts was
reassessed at 30 June 2018 in respect of the amount recoverable.
10 EARNINGS PER SHARE AND NET TANGIBLE ASSETS
Basic earnings per share
The calculation of basic earnings per share at 30 June 2018 was based on the profit/(loss) attributable to ordinary shareholders of $18,887,000
(2017:$46,311,000) by the weighted average number of shares, 754,848,774 (2017: 754,848,774) on issue. There are no dilutive shares or options
(2017: Nil).
2018 2017
000 000
Number of shares
Weighted average number of ordinary shares 754,849 754,849
Number of ordinary shares 754,849 754,849
2018 2017
$000 $000
Net Tangible Assets
Total assets 758,626 702,148
Total liabilities (471,164) (412,437)
less intangible assets (13,017) (9,129)
less deferred tax (16,259) (15,145)
258,186 265,437
2018 2017
$ $
Net tangible assets per share 0.342 0.352
Earnings per share 0.025 0.061
Earnings per Share Accounting Policies
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or
loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by
adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include the effects of all potential dilutive
shares.
52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 53
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
13 GO LIVESTOCK PRODUCT RECEIVABLES
The Group holds receivables in respect of its Go range of livestock products. Launched in November 2015, the Go range allow farmers to defer
payment for the purchase of livestock. The counterparty to the Go product is fully exposed to the risks and rewards of ownership. To mitigate
credit risk the Group retains title to the livestock until sale. Fee income received in respect of the Go range of livestock receivables are recognised
by the Group as interest income over the respective contract period. Interest income on the Go range of livestock receivables is included within
operating revenue (see Note 2 Operating Revenue) of the Agency operating segment.
2018 2017
$000 $000
Go livestock receivables – less than one year 39,419 32,371
Go livestock receivables – greater than one year – –
less provision for doubtful debts – Go range of livestock receivables – –
39,419 32,371
The status of the Go range of livestock receivables at the reporting date is as follows:
NOT IMPAIRED IMPAIRED NOT IMPAIRED IMPAIRED
2018 2018 2017 2017
$000 $000 $000 $000
Not past due – Go range of livestock receivables 39,419 – 32,371 –
Past due 0 – 90 days – – – –
Past due 91 – 365 days – – – –
Impairment – – – –
39,419 – 32,371 –
12 DERIVATIVE FINANCIAL INSTRUMENTS
2018 2017
$000 $000
Derivative assets held for risk management
Current 827 3,528
Non-current 20 427
847 3,955
Derivative liabilities held for risk management
Current (3,645) (991)
Non-current (966) (661)
(4,611) (1,652)
Net derivatives held for risk management (3,764) 2,303
Derivatives held for risk management
The Group uses interest rate swaps and options to hedge its exposure to changes in the market rates of variable and fixed interest rates.
The Group also uses forward foreign exchange contracts, spot foreign exchange contracts and foreign exchange options to manage its exposure
to foreign currency fluctuations.
Derivative Financial Instruments Accounting Policies
The Group uses derivative financial instruments to manage its exposure to interest rate and foreign currency risks arising from operational,
financing and investment activities. In accordance with Treasury policy, the Group does not hold or issue derivative instruments for trading
purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to
initial recognition, derivative financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognised
immediately in profit or loss.
14 TRADE AND OTHER RECEIVABLES
2018 2017
$000 $000
Accounts receivable 213,262 193,233
Trade receivables due from related parties 25,827 18,877
239,089 212,110
less provision for doubtful debts (6,887) (6,358)
Net accounts receivable 232,202 205,752
Other receivables and prepayments 35,425 24,270
267,627 230,022
Analysis of movements in provision for doubtful debts
Balance at beginning of year (6,358) (6,072)
Movement in provision (529) (286)
Balance at end of year (6,887) (6,358)
The Group has transacted with its related party Agimol Corporation S.A. and its subsidiaries during the period ended 30 June 2018. The aggregate
value of transactions during the period between the Group and Agimol Corporation S.A. and its subsidiaries amounted to $23.16 million (2017:
$28.03 million). The outstanding balance as at 30 June 2018 was $25.83 million (2017: $18.88 million). No provision is held in respect of the
outstanding balance (2017: Nil).
The Group has also transacted with its related party Fertimas S.A. during the period ended 30 June 2018. The aggregate value of transactions
during the period between the Group and Fertimas S.A. amounted to $16.52 million (2017: $12.78 million). The outstanding balance as at 30 June
2018 was Nil (2017: Nil).
The aging status of the accounts receivable at the reporting date is as follows:
TOTA L TOTA L
DEBTORS PROVISION DEBTORS PROVISION
2018 2018 2017 2017
$000 $000 $000 $000
Not past due 192,533 (20) 163,641 –
Past due 1 – 30 days 18,702 (95) 24,855 (18)
Past due 31 – 60 days 12,391 (81) 8,332 (17)
Past due 61 – 90 days 1,070 (32) 964 (28)
Past due 90 plus days 14,393 (6,659) 14,318 (6,295)
239,089 (6,887) 212,110 (6,358)
Trade and Other Receivables Accounting Policies
Determination of Fair Values
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest
at the reporting date.
Impairment of Trade Receivables
Trade receivables are considered past due when they have been operated outside of the normal key trade terms. When forming a view
management considers the counterparty’s ability to pay, the level of security and the risk of loss.
Accounts receivables include accrued interest. Specific provisions are maintained to cover identified doubtful debts.
54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 55
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
15 INVENTORY
2018 2017
$000 $000
Merchandise/finished goods 266,471 258,536
Work in progress 842 761
Less provision for inventory write down (4,775) (5,697)
262,538 253,600
During the year ended 30 June 2018, finished goods, work in progress, raw materials and consumables included in cost of sales in the Statement of
Profit or Loss amounted to $783.99 million (2017: $755.14 million) (see Note 3).
During the year ended 30 June 2018 inventories written down to net realisable value amounted to $2.34 million (2017: $1.94 million). The write-
downs are included in cost of sales in the Statement of Profit or Loss. Consideration is given to factors such as age, germination levels and quality
when assessing the net realisable value of seeds inventory.
Inventories Accounting Policies
Finished Goods
Raw materials and finished goods are stated at the lower of cost or net realisable value. Cost is determined on a weighted average cost
basis, and, in the case of manufactured goods, includes direct materials, labour and production overheads.
Wholesale Seeds
Wholesale seeds inventory is stated at the lower of cost or net realisable value and comprises costs of purchase and other direct costs
incurred to bring the inventory to its present location and condition.
16 GROUP ENTITIES
OWNERSHIP INTEREST
COUNTRY OF 2018 2017
SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %
PGG Wrightson Seeds Holdings Limited New Zealand PGG Wrightson Limited 100% 100%
PGW Rural Capital Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Employee Benefits Plan Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Real Estate Limited New Zealand PGG Wrightson Limited 100% 100%
Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
AgriServices South America Limited New Zealand PGG Wrightson Limited 100% 100%
PGW AgriServices Australia Pty Limited Australia PGG Wrightson Limited 100% 100%
PGG Wrightson Investments Limited New Zealand PGG Wrightson Limited 100% 100%
Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%
NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%
Ag Property Holdings Limited New Zealand PGG Wrightson Investments Limited 100% 100%
PGG Wrightson Seeds New Zealand Limited New Zealand PGG Wrightson Seeds Holdings Limited 100% 100%
PGG Wrightson Seeds South America Holdings Limited New Zealand PGG Wrightson Seeds Holdings Limited 100% 100%
PGG Wrightson Seeds Australia Holdings Pty Limited Australia PGG Wrightson Seeds Holdings Limited 100% 100%
Grasslands Innovation Limited New Zealand PGG Wrightson Seeds Holdings Limited 70% 70%
PGG Wrightson Seeds Limited New Zealand PGG Wrightson Seeds New Zealand Limited 100% 100%
PGG Wrightson Consortia Research Limited New Zealand PGG Wrightson Seeds Limited 100% 100%
Agricom Limited New Zealand PGG Wrightson Seeds Limited 100% 100%
Wrightson Seeds Limited New Zealand PGG Wrightson Seeds Limited 100% 100%
PGG Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits
Plan Trustee Limited 100% 100%
PGG Wrightson Seeds (Australia) Pty Limited Australia PGG Wrightson Seeds Australia
Holdings Pty Limited 100% 100%
PGW AgriTech South America S.A. Uruguay PGG Wrightson Seeds South America
Holdings Limited 100% 100%
Wrightson Pas S.A. Uruguay PGG Wrightson Seeds South America
Holdings Limited 100% 100%
Juzay S.A. Uruguay PGW AgriTech South America S.A. 100% 100%
Agrosan S.A. Uruguay PGW AgriTech South America S.A. 100% 100%
PGG Wrightson Seeds Argentina S.A. Argentina PGW AgriTech South America S.A. 100% 100%
PGW Sementes Ltda Brazil PGW AgriTech South America S.A. 100% 100%
Hunker S.A. Uruguay Juzay S.A. 100% 100%
Lanelle S.A. Uruguay Juzay S.A. 100% 100%
Afinlux S.A.
Uruguay Juzay S.A. 51% 51%
Kroslyn S.A. Limited Uruguay Agrosan S.A. 100% 100%
Escritorio Romualdo Rodriguez Ltda Uruguay Afinlux S.A. 51% 51%
Acquisition of Business
On 31 August 2017 the Group acquired the assets and business of the Superior Seed Company (Superior) at Deniliquin in the Riverina Region
of New South Wales. The purchase price was $1.06 million. The net assets acquired included plant and equipment, inventory and employee
provisions. Superior is a seed production, cleaning and wholesale marketing business.
56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 57
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
17 OTHER INVESTMENTS
2018 2017
$000 $000
Current investments
BioPacificVentures 30 30
Advances to equity accounted investees – 3,411
30 3,441
Non-current investments
Advances to equity accounted investees 150 –
Sundry other investments 2,370 1,906
2,520 1,906
Investment in BioPacificVentures
In 2005 the Group committed $14.00 million to an international fund established for investment in food and agriculture life sciences. The
investment in BioPacificVentures had a total lifespan of 12 years and matured in March 2017. The investors have agreed to continue with the fund
manager in facilitating the wind down of the remaining investments held.
At 30 June 2018 $13.95 million has been drawn on the committed level of investment (30 June 2017: $13.95 million).
Advances to equity accounted investees
The non-current advance is a loan to the jointly controlled entity Agri Optics New Zealand Limited. No interest is payable on the balance and no
provision for doubtful debts was recorded against the loan as at 30 June 2018.
During the period the advance, previously provided to the South American investee entity Fertimas S. A., was repaid and replaced with external
bank funding. The Group supports this external bank funding by way of guarantee. See Note 26.
Sundry other investments including saleyards
Sundry other investments including saleyards, which do not have a market price in an active market and whose fair value cannot be reliably
determined, are carried at cost.
Other Investments Accounting Policies
Determination of Fair Values
The fair value of financial assets at fair value through profit or loss and available-for-sale financial assets is determined by reference to the
market price, unless other objective reliable evidence suggests a different value. Other investments where no active market exists are held
at historical cost.
18 INTANGIBLE ASSETS
TRADEMARKS,
SOFTWARE PATENTS & RIGHTS TOTA L
$000 $000 $000
Cost
Balance at 1 July 2016 22,151 2,088 24,239
Additions 4,154 160 4,314
Added as part of a business combination/amalgamation – 682 682
Disposals and reclassifications (7,720) – (7,720)
Effect of movement in exchange rates (5) – (5)
Balance at 30 June 2017 18,580 2,930 21,510
Balance at 1 July 2017 18,580 2,930 21,510
Additions 10,412 221 10,633
Effect of movement in exchange rates 23 43 66
Balance at 30 June 2018 29,015 3,194 32,209
Amortisation and impairment losses
Balance at 1 July 2016 16,416 744 17,160
Amortisation for the year 2,451 490 2,941
Disposals and reclassifications (7,720) – (7,720)
Effect of movement in exchange rates (1) 1 –
Balance at 30 June 2017 11,146 1,235 12,381
Balance at 1 July 2017 11,146 1,235 12,381
Amortisation for the year 3,600 527 4,127
Effect of movement in exchange rates 22 21 43
Balance at 30 June 2018 14,768 1,783 16,551
Carrying amounts
At 1 July 2016 5,735 1,344 7,079
At 30 June 2017 7,434 1,695 9,129
At 1 July 2017 7,434 1,695 9,129
At 30 June 2018 14,247 1,411 15,658
The carrying amount includes software cost of $2.64 million included as a current asset (2017: Nil).
Intangible Assets Accounting Policies
Software
Software is a finite life intangible and is recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a
straight line basis over an estimated useful life between 1 and 10 years. The estimated useful life and amortisation method is reviewed at the
end of each annual reporting period.
Rights
Manufacturing and production rights are finite life intangibles and are recorded at cost less accumulated amortisation and impairment.
Amortisation is charged on a straight line basis over an estimated useful life between 2 and 10 years. The estimated useful life and
amortisation method is reviewed at the end of each annual reporting period.
Determination of Fair Values
The fair value of intangible assets acquired in a business combination is based on the discounted cash flows expected to be derived from
the use and eventual sale of the assets.
Impairment
The carrying amounts of the Group’s intangible assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists then the recoverable amount of the asset is estimated. For intangible assets that have indefinite
lives, the recoverable amount is estimated at each reporting date. An impairment loss is recognised in the profit or loss if the carrying
amount of an asset exceeds the recoverable amount.
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Policies
– page 61.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
19 PROPERTY, PLANT AND EQUIPMENT
PLANT AND CAPITAL WORKS
LAND BUILDINGS EQUIPMENT PROJECT* TOTA L
$000 $000 $000 $000 $000
Cost
Balance at 1 July 2016 21,835 52,686 109,412 4,345 188,278
Additions 125 2,100 10,966 (336) 12,855
Added as part of a business combination/amalgamation – – – – –
Disposals and transfers to other asset classes (1,504) (11,589) (3,261) (5) (16,359)
Effect of movements in exchange rates (84) (637) (416) (1) (1,138)
Balance at 30 June 2017
20,372 42,560 116,701 4,003 183,636
Balance at 1 July 2017 20,372 42,560 116,701 4,003 183,636
Additions 551 3,162 11,652 (181) 15,184
Added as part of a business combination/amalgamation – 12 801 – 813
Disposals and transfers to other asset classes (169) (122) (2,399) – (2,690)
Impairment – (1,070) – – (1,070)
Effect of movements in exchange rates 233 1,829 1,753 – 3,815
Balance at 30 June 2018
20,987 46,371 128,508 3,822 199,688
Depreciation and impairment losses
Balance at 1 July 2016 – 5,710 57,565 – 63,275
Depreciation for the year – 1,132 6,660 – 7,792
Depreciation recovered to COGS – – 1,068 – 1,068
Disposals and transfers to other asset classes – (1,188) (4,373) – (5,561)
Effect of movements in exchange rates – (112) (191) – (303)
Balance at 30 June 2017
– 5,542 60,729 – 66,271
Balance at 1 July 2017 – 5,542 60,729 – 66,271
Depreciation for the year – 1,296 7,551 – 8,847
Depreciation recovered to COGS – – 1,068 – 1,068
Disposals and transfers to other asset classes – (82) (1,713) – (1,795)
Effect of movements in exchange rates – 171 906 – 1,077
Balance at 30 June 2018
– 6,927 68,541 – 75,468
Carrying amounts
At 1 July 2016 21,835 46,976 51,847 4,345 125,003
At 30 June 2017 20,372 37,018 55,972 4,003 117,365
At 1 July 2017 20,372 37,018 55,972 4,003 117,365
At 30 June 2018 20,987 39,444 59,967 3,822 124,220
* Capital works projects are recorded net of transfers to other asset classes.
Capital gains on the sale of property, plant and equipment of $1.69 million were recognised in non-operating items in the current period
(2017: $8.74 million).
19 PROPERTY, PLANT AND EQUIPMENT CONTINUED
Property, Plant & Equipment Accounting Policies
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost
of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and
the cost of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the
functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.
Subsequent Costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that
the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of day-to-day
servicing of property, plant and equipment is recognised in profit or loss as incurred.
Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the
cost of that asset. All other borrowing costs are expensed as they are incurred.
Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each item of property, buildings,
plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.
The estimated useful lives for the current and comparative periods are between 2 and 40 years for plant and equipment and 50 years for
buildings. Depreciation methods, useful lives and residual values are reassessed at reporting date.
Determination of Fair Values
The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market
value of property is the estimated amount for which the property could be exchanged on the date of valuation between a willing buyer
and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and
without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar
items.
Impairment
The carrying amounts of the Group’s property, plant & equipment assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists then the recoverable amount of the asset is estimated. An impairment loss is
recognised in the profit or loss if the carrying amount of an asset exceeds the recoverable amount.
20 TRADE AND OTHER PAYABLES
2018 2017
$000 $000
Trade creditors 147,134 132,668
Trade payables due to related parties 4,822 5,002
Loyalty reward programme 1,177 1,318
Deposits received in advance 3,196 3,589
Accruals and other liabilities 81,725 87,676
Employee entitlements 31,163 22,946
269,217 253,199
Payable within 12 months 267,096 248,290
Payable beyond 12 months 2,121 4,909
269,217 253,199
Holidays Act 2003 - Remediation Costs
During the period the Group recognised an $8.06 million provision for remediation costs of historical liabilities under the Holidays Act 2003. The
Group has engaged the services of an external advisor and a law firm to assist in determining the level of the provision. Work on determining the
final liability is not yet complete. The provision is included within Employee entitlements above and represents the Management’s best estimate
of the remediation costs.
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Policies
– page 64.
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Accounting
Policies
– page 64.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
21 DEFINED BENEFIT ASSET / LIABILITY
2018 2017
$000 $000
Present value of funded obligations (66,814) (71,106)
Fair value of plan assets 59,092 58,835
Net defined benefit asset / (liability) (7,722) (12,271)
ESCT on committed contributions – short-term (905) (942)
ESCT on committed contributions – long-term (1,947) (2,614)
Total defined benefit asset / (liability) (10,574) (15,827)
The Group makes contributions to the PGG Wrightson Employee Benefits Plan, a defined benefit plan that provides a range of superannuation and
insurance benefits for employees and former employees. The defined benefit plan is not open to new members. The plan’s retired employees are
entitled to receive an annual pension payment payable on their life and in some cases on the life of a surviving spouse.
2018 2017
% %
Group / Company Plan assets consist of:
Equities 59% 64%
Fixed interest 31% 28%
Cash 10% 8%
100% 100%
Plan assets included exposure to the Company’s ordinary shares of Nil (2017: Nil).
2018 2017
% %
Actuarial Assumptions:
Principal actuarial assumptions at the reporting date
(expressed as weighted averages):
Discount rate used (10 year New Zealand Government Bond rate) 2.85% 2.97%
Inflation 2.00% 2.00%
Future salary increases 3.00% 3.00%
Future pension increases 2.00% 2.00%
Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the values of the
defined benefit obligation at the reporting date were as follows:
2018 2017
YEARS YEARS
Longevity at age 65 for current pensioners
Males 21 21
Females 24 24
Longevity at age 65 for current members aged 45
Males 24 24
Females 28 28
As at 30 June 2018 the weighted average duration of the defined benefit obligation was 8.7 years for the PGG Wrightson Employment Benefits
Plan (2017: 8.5 years).
21 DEFINED BENEFIT ASSET / LIABILITY CONTINUED
Sensitivity analysis
The sensitivity of the defined benefit obligation (DBO) to changes in the weighted principal assumption is:
2018 2018 2017 2017
IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO
WITH INCREASE IN WITH DECREASE IN WITH INCREASE IN WITH DECREASE IN
ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION
$000 $000 $000 $000
Change in assumption
Discount rate (0.50% movement) 1,403 (1,537) 1,635 (1,778)
Salary growth rate (0.50% movement) (200) 200 (284) 284
Pension growth rate (0.25% movement) (601) 601 (711) 640
Life expectancy (1 year movement) (1,470) 1,470 (1,493) 1,493
2018 2017 2016 2015 2014
$000 $000 $000 $000 $000
Historical information
Present value of the defined benefit obligation (66,814) (71,106) (73,417) (72,153) (68,330)
Fair value of plan assets 59,092 58,835 52,702 57,498 54,802
(Deficit) / surplus in the plan
(7,722) (12,271) (20,715) (14,655) (13,528)
The Group expects to pay $2.94 million in contributions to the defined benefit plan in 2019 (2018: $3.02 million). Member contributions are
expected to be $0.86 million (2018: $0.92 million).
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Policies
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PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
21 DEFINED BENEFIT ASSET / LIABILITY CONTINUED
2018 2017
$000 $000
Movement in the liability for defined benefit obligations:
Liability for defined benefit obligations at 1 July 71,106 73,417
Benefits paid by the plan (8,914) (6,010)
Current service costs 858 989
Interest costs 2,010 1,579
Member contributions 1,170 1,199
Actuarial (gains)/losses recognised in other comprehensive income arising from:
(Gains)/losses from change in financial assumptions 510 (2,197)
Experience (gains)/losses 74 2,129
Liability for defined benefit obligations at 30 June
66,814 71,106
Movement in plan assets:
Fair value of plan assets at 1 July 58,835 52,702
Contributions paid into the plan 3,011 5,920
Member contributions 1,170 1,199
Benefits paid by the plan (8,914) (6,010)
Current service costs – –
Interest costs 1,677 1,199
Other Actuarial items recognised in other comprehensive income:
Expected return on plan assets 3,313 3,825
Fair value of plan assets at 30 June
59,092 58,835
Expense recognised in profit or loss:
Current service costs 858 989
Interest 333 380
1,191 1,369
Recognised in non-operating items 142 649
Recognised in Employee benefit expense 1,049 720
1,191 1,369
Movements recognised in equity:
Cumulative gains/(losses) at 1 July (34,645) (36,397)
Net profit and loss impact from current period costs (1,191) (1,369)
Gains/(losses) recognised during the year 2,729 3,893
ESCT provision 17 (772)
Cumulative gains/(losses) at 30 June
(33,090) (34,645)
Employee Benefits Accounting Policies
The Group’s net obligation with respect to the defined benefit pension plan is calculated by estimating the future benefit that employees
have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and any
unrecognised past service costs and the fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on
bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by a qualified actuary
using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the lower of
the net assets of the plan or the current value of the contributions holiday that is expected to be generated. Actuarial gains and losses and
the expected return on plan assets are recognised directly in other comprehensive income and the defined benefit plan reserve in equity.
Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided. A
provision is recognised for the amount of outstanding short-term benefits at each reporting date.
Provisions made with respect to employee benefits which are not expected to be settled within twelve months are measured as the present
value of the estimated future cash outflows to be made by the Group with respect to services provided by employees up to reporting date.
22 FINANCIAL INSTRUMENTS
The Group is committed to the management of risk to achieve sustainability of service, employment and profits, and therefore, takes on controlled
amounts of risk when considered appropriate.
The primary risks are those of liquidity, market (foreign currency, price and interest rate), funding and credit risk.
The Board of Directors are responsible for the review and ratification of the Group’s systems of risk management, internal compliance and control,
code of conduct and legal compliance.
The Board maintains a formal set of delegated authorities (including policies for credit and treasury), that clearly define the responsibilities
delegated to Management and those retained by the Board. The Board approves these delegated authorities and reviews them annually.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulties in raising funds at short notice to meet commitments associated with financial
instruments. The Group monitors its liquidity daily, weekly and monthly and maintains appropriate liquid assets and committed bank funding
facilities to meet all obligations in a timely and cost efficient manner. Management of liquidity risk is designed to ensure that the Group has the
ability to meet financial obligations as they fall due.
The objectives of the Group’s funding and liquidity policy is to:
– Ensure all financial obligations are met when due;
– Provide adequate protection, even under crisis scenarios; and
– Achieve competitive funding within the limitations of liquidity requirements.
The Group manages this risk by forecasting daily cash requirements, forecasting future funding requirements and maintaining an adequate
liquidity buffer.
Market Risk
Market risk is the potential for change in the value of balance sheet positions caused by a change in the value, volatility or relationship between
market risks and prices. Market risk arises from the mismatch between assets and liabilities, both on and off balance sheet. Market risk includes
price, foreign currency and interest rate risk which are explained as follows:
Foreign Currency Risk
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these activities.
It is the Group’s policy to hedge foreign currency risks as they arise. In some circumstances foreign exchange options are used to hedge potential
foreign exchange risk. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures.
The translation of independent foreign operations into the Group financial statements is not hedged, apart from the seasonal working capital
exposure to PGG Wrightson Seeds (Australia) Pty Limited which is hedged with foreign exchange contracts.
Interest Rate Risk
Interest rate risk is the risk that the value of financial instruments and the interest margin will fluctuate as a result of changes in market interest
rates. The risk is that financial assets may be repriced at a different time and / or by a different amount than financial liabilities.
This risk is managed by operating within approved policy limits using an interest rate duration approach.
Floating rate borrowings are used for general funding activities. Interest rate swaps, interest rate options and forward rate agreements are used
to hedge the floating rate exposure as deemed appropriate. The Group had $78.0 million of interest rate derivatives at balance date (2017: $93.0
million).
Funding Risk
Funding risk is the risk of over-reliance on a funding source to the extent that a change in that funding source could increase overall funding costs
or cause difficulty in raising funds. The Group has a policy of funding diversification. The funding policy augments the Group’s liquidity policy with
it’s aim to ensure the Group has a stable diversified funding base without over-reliance on any one market sector.
64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 65
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Refer to
Accounting
Policies
– page 70.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
22 FINANCIAL INSTRUMENTS CONTINUED
Credit Risk
Credit risk is the potential for loss that could occur as a result of a counterparty failing to discharge its obligations. This may be due to drought, bio-
security issues or volatility in commodity prices. Management formally reports on all aspects of key risks to the Audit Committee at least two times
each year. In addition, the following management committees review and manage key risks:
– The Senior Management Team meets regularly to consider new and emerging risks, reviews actions required to manage and mitigate key risks,
and monitors progress.
– The Group has a Credit Committee, comprising of management appointees, which meets regularly as required to review credit risk, new loans
and provisioning.
Capital Management
The capital of the Group consists of share capital, reserves, and retained earnings.
The policy of the Group is to maintain a strong capital base so as to maintain investor, creditor and market confidence while providing the ability to
develop future business initiatives. In addition, external funding arrangements currently limit the Group’s ability to pay dividends due to debt ratio
requirements. This policy is reviewed regularly by the Board and has not been changed during the period.
Sensitivity Analysis
The Treasury policy of the Group effectively insulates earnings from the effect of short-term fluctuations in either foreign exchange or interest rates.
Over the longer term however, permanent changes in foreign exchange or interest rates will have an impact on profit.
The sensitivity of net profit after tax for the period to 30 June 2018, and shareholders equity at that date, to reasonably possible changes in
conditions is as follows:
INTEREST RATES INCREASE BY 1% INTEREST RATES DECREASE BY 1%
2018 2017 2018 2017
$000 $000 $000 $000
Impact on net profit after tax (1,614) (1,418) 1,610 1,421
Members’ equity (1,614) (1,418) 1,610 1,421
The stress test uses the existing balance sheet interest rate mismatch against the cumulative mismatch between repricing assets and liabilities out
from one to five years. Other market risks such as pricing and foreign exchange are not considered likely to lead to material change over the next
reporting period. For this reason sensitivity analysis of these market risks is not included.
22 FINANCIAL INSTRUMENTS CONTINUED
Quantitative disclosures
(a) Liquidity Risk – Contractual Maturity Analysis
The following tables analyse the Group’s financial assets and financial liabilities into relevant maturity groupings based on the remaining period at
the balance sheet date to the contractual maturity date (reported on an undiscounted basis). History demonstrates that such accounts provide a
stable source of long term funding for the Group.
WITHIN CONTRACTUAL
12 MONTHS 1 TO 5 YEARS BEYOND 5 YEARS CASH FLOW BALANCE SHEET
$000 $000 $000 $000 $000
2018
Liabilities
Debt 41,041 163,231 – 204,272 180,011
Derivative financial instruments 3,645 966 – 4,611 4,611
Trade and other payables 151,956 – – 151,956 151,956
196,642 164,197 – 360,839 336,578
2017
Liabilities
Debt 33,375 123,195 3,487 160,057 137,644
Derivative financial instruments 991 661 – 1,652 1,652
Trade and other payables 137,670 – – 137,670 137,670
172,036 123,856 3,487 299,379 276,966
(b) Liquidity Risk – Expected Maturity Analysis
The expected cash flows of the Group’s finance receivables equal their contractual cash flows.
(c) Foreign Currency Exposure Risk
The Group’s exposure to foreign currency risk can be summarised as:
GBP USD AUD EURO
NZ$000 NZ$000 NZ$000 NZ$000
2018
Cash and cash equivalents 5 4,510 1,531 19
Trade and other receivables 6,830 50,406 10,702 55,627
Debt – (5,908) – –
Trade and other payables (119) (5,363) (2,704) (1,565)
Net balance sheet position
6,716 43,645 9,529 54,081
Forward exchange contracts
Notional forward exchange cover 6,711 45,043 7,998 54,062
Net unhedged position
5 (1,398) 1,531 19
2017
Cash and cash equivalents 2 4,819 1,378 17
Trade and other receivables 7,683 39,114 23,040 44,837
Debt – (41,871) – –
Trade and other payables (141) (9,582) (2,823) (7,285)
Net balance sheet position
7,544 (7,520) 21,595 37,569
Forward exchange contracts
Notional forward exchange cover 7,542 29,562 20,243 37,556
Net unhedged position
2 (37,082) 1,352 13
The net balance sheet positions for the Group in AUD and USD include cash, trade and other receivables, and trade and other payables for the
Australian and South American domiciled subsidiary companies and are therefore not hedged.
66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 67
Refer to
Accounting
Policies
– page 70.
Refer to
Accounting
Policies
– page 70.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
22 FINANCIAL INSTRUMENTS CONTINUED
(d) Interest Rate Repricing Schedule
The following tables include the Group’s liabilities at their carrying amounts, categorised by the earlier of contractual repricing or maturity dates.
WITHIN 1 TO 2 OVER 2 NON INTEREST
12 MONTHS YEARS YEARS BEARING TOTA L
$000 $000 $000 $000 $000
2018
Liabilities
Debt 180,011 – – – 180,011
Derivative financial instruments (63,000) 15,000 48,000 4,611 4,611
Trade and other payables – – – 151,956 151,956
117,011 15,000 48,000 156,567 336,578
2017
Liabilities
Debt 137,644 – – – 137,644
Derivative financial instruments (78,000) 15,000 63,000 1,652 1,652
Trade and other payables – – – 137,670 137,670
59,644 15,000 63,000 139,322 276,966
e) Accounting classifications and fair values
The tables below set out the Group’s classification of each class of financial assets and liabilities, and their fair values.
DESIGNATED DESIGNATED
AT FAIR VALUE AT FAIR VALUE
THROUGH OTHER THROUGH PROFIT OTHER TOTAL CARRYING FAIR
COMPREHENSIVE INCOME AND LOSS AMORTISED COST AMOUNT VALUE
$000 $000 $000 $000 $000
2018
Assets
Cash and cash equivalents – – 10,926 10,926 10,926
Derivative financial instruments – 847 – 847 847
Trade and other receivables – – 232,202 232,202 232,202
Other investments 30 – 2,370 2,400 2,400
Go livestock receivables – – 39,419 39,419 39,419
Finance receivables 733 733 733
30 847 285,650 286,527 286,527
Liabilities
Derivative financial instruments – 4,611 – 4,611 4,611
Trade and other payables – – 151,956 151,956 151,956
Debt – – 180,011 180,011 180,011
– 4,611 331,967 336,578 336,578
2017
Assets
Cash and cash equivalents – – 9,403 9,403 9,403
Derivative financial instruments – 3,955 – 3,955 3,955
Trade and other receivables – – 205,752 205,752 205,752
Other investments 30 – 5,317 5,347 5,347
Go
livestock receivables – – 32,371 32,371 32,371
30 3,955 252,843 256,828 256,828
Liabilities
Derivative financial instruments – 1,652 – 1,652 1,652
Trade and other payables – – 137,670 137,670 137,670
Debt – – 137,644 137,644 137,644
– 1,652 275,314 276,966 276,966
The Group’s banking facilities are based on floating interest rates therefore the fair value of the banking facilities equals the carrying value.
22 FINANCIAL INSTRUMENTS CONTINUED
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
– 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 (ie. as prices) or
indirectly (ie. derived from prices)
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
There have been no material movements between the fair value hierarchy during the year ended 30 June 2018.
LEVEL 1 LEVEL 2 LEVEL 3 TOTA L
NOTE $000 $000 $000 $000
2018
Assets
Derivative financial instruments – 847 – 847
Other investments 17 – – 30 30
– 847 30 877
Liabilities
Derivative financial instruments – 4,611 – 4,611
– 4,611 – 4,611
2017
Assets
Derivative financial instruments – 3,955 – 3,955
Other investments 17 – – 30 30
– 3,955 30 3,985
Liabilities
Derivative financial instruments – 1,652 – 1,652
– 1,652 – 1,652
(f ) Credit Risk
The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group’s maximum credit exposure to credit risk for
receivables by geographic regions is as follows:
2018 2017
$000 $000
Total trade and other receivables and Go livestock receivables
New Zealand 179,598 158,936
Australia 10,848 13,314
South America 80,410 65,873
270,856 238,123
Concentrations of Credit Risk
Financial instruments which potentially subject the Group to concentrations of credit risk principally consist of bank balances, advances, trade
debtors, and forward foreign exchange contracts. The Group places its cash and short term investments with three major trading banks.
Concentrations of credit risk with respect to advances are limited due to the large number of customers included in the Group’s farming customer
base in New Zealand.
68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 69
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
22 FINANCIAL INSTRUMENTS CONTINUED
Financial Instruments Accounting Policies
(i) Non-derivative Financial Assets
Non-derivative financial assets comprise investments in equity and debt securities, finance receivables, trade and other receivables,
cash and cash equivalents and intercompany advances. The Group early adopted NZ IFRS 9 (2009) Financial Instruments from 1
January 2012. NZ IFRS 9 (2009) requires that an entity classifies its financial assets at either amortised cost or fair value depending
on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
The Group early adopted IFRS 9 (2013) Financial Instruments from 1 January 2015. IFRS 9 (2013) provides amended general hedge
accounting requirements.
The Group initially recognises financial assets on the trade date at which the Group becomes a party to the contractual provisions of
the instrument.
Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit and
loss, the initial investment includes transaction costs that are directly attributable to the asset’s acquisition or origination. The Group
subsequently measures financial assets at either fair value or amortised cost.
Financial assets measured at amortised cost
A financial asset is subsequently measured at amortised cost using the effective interest method and net of any impairment loss, if:
– the asset is held within a business model with an objective to hold assets in order to collect contractual cash flows; and
– the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and
interest.
Financial assets measured at fair value
Financial assets other than those classified as financial assets measured at amortised cost are subsequently measured at fair value with
all changes recognised in profit or loss.
However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present
gains and losses through other comprehensive income. For instruments measured at fair value through other comprehensive income
gains and losses are never reclassified to profit and loss and no impairments are recognised in profit and loss. Dividends earned
from such investments are recognised in profit and loss unless the dividends clearly represent a repayment of part of the cost of
investment.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with
maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents.
Trade and Other Receivables
Trade and other receivables are stated at their amortised cost less impairment losses.
(ii) Non-derivative Financial Liabilities
Interest-bearing Borrowings
Interest-bearing borrowings are classified as other financial liabilities and are initially recognised at fair value plus any directly
attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective
interest rate method.
Trade and Other Payables
Trade and other payables are stated at cost.
Determination of Fair Values
Determination of Fair Values for Derivatives
The fair value of forward exchange contracts is based on broker quotes, if available. If broker quotes are not available, then fair value
is estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date
for the residual maturity of the contract using a risk-free interest rate based on government bonds.
The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by discounting estimated
future cash flows based on the terms and maturity of each contract using market interest rates for a similar instrument at the
reporting date.
Determination of Fair Values for Non-derivative Financial Instruments
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash
flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by
reference to similar lease agreements.
23 OPERATING LEASES
2018 2017
$000 $000
Non-cancellable operating lease rentals are payable as follows:
Within one year 26,869 25,376
Between one and five years 68,281 56,981
Beyond five years 42,976 33,332
138,126 115,689
The Group leases a fleet of vehicles for use by employees, agents and representatives. Leases are typically for a period of between four and six
years.
The Group leases office and computer equipment. Leases are typically for a period of four years.
The Group also leases and subleases land and buildings from which it conducts operations. These leases range in length from one to 15 years
with various rights of renewal. Where surplus properties are unable to be exited, sublease revenue is obtained where possible on a short-term
temporary basis. During the year ended 30 June 2018 sublease revenue totalling $1.18 million (2017: $1.20 million) was received.
24 SEASONALITY OF OPERATIONS
The Group is subject to significant seasonal fluctuations. The Retail business is weighted towards the first half of the financial year as demand for
New Zealand farming inputs are generally weighted towards the Spring season. Livestock and Seed and Grain activities are significantly weighted
to the second half of the financial year. Seed and Grain revenues reflect the fact the Group operates in geographical zones that suit Autumn
harvesting and sowing. New Zealand generally has Spring calving and lambing and so Livestock trading is weighted towards the second half of
the financial year in order for farmers to maximize their incomes. Other business units have similar but less material cycles. The Group recognises
that this seasonality is the nature of the industry and plans and manages its business accordingly.
25 COMMITMENTS
2018 2017
NOTE $000 $000
There are commitments with respect to:
Capital expenditure not provided for 2,463 1,432
Investment in BioPacificVentures 17 51 51
Contributions to Primary Growth Partnership 277 867
2,791 2,350
Primary Growth Partnership–Seed and Nutritional Technology Development
The Group announced on 18 February 2013 that it had completed the contracting process for the Primary Growth Partnership (PGP) programme
with the Ministry of Primary Industries. The PGP programme is a Seed and Nutritional Technology Development Programme that aims to deliver
innovative forages for New Zealand farms. As a result of entering into the partnership the Group is committed to contributions to the partnership
over the six year life of the programme which ends on 31 December 2018. The total commitment in respect of the programme is $3.61 million
(2017: total commitment of $3.61 million). As at 30 June 2018 total contributions of $3.33 million (2017: $2.74 million) have been made to the
programme.
Forward purchase commitments
The Group as part of its ordinary course of business enters into forward purchase agreements with seed and wool growers. These commitments
extend for periods of up to three years. These commitments are at varying stage of execution, therefore there remains uncertainty associated with
yield, quality and market price. The Group is unable to sufficiently quantify the value of these commitments.
70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 71
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
26 CONTINGENT LIABILITIES
There are contingent liabilities with respect to:
2018 2017
$000 $000
Guarantee 3,693 –
PGG Wrightson Loyalty Reward Programme 102 140
3,795 140
Guarantees
The guarantee is a standby letter of credit supporting external bank funding of the jointly controlled entity Fertimas S.A. Funding was previously
provided by the respective joint venture partners. See Note 17.
PGG Wrightson Loyalty Reward Programme
A provision is retained for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. A contingent liability of
$0.10 million represents the balance of live points that do not form part of the provision (2017: $0.14 million).
Losses are not expected to arise from these contingent liabilities.
27 RELATED PARTIES
Parent and ultimate controlling party
The immediate parent of the Group is Agria (Singapore) Pte Ltd and the ultimate controlling party of the Group is Agria Corporation.
Transactions with Key Management Personnel
2018 2017
$000 $000
Key Management Personnel compensation comprised:
Short-term employee benefits 6,079 7,924
Post-employment benefits 151 121
Termination benefits – –
6,230 8,045
Directors fees incurred during the year are disclosed in Note 4 Other Operating Expenses.
27 RELATED PARTIES CONTINUED
Other Transactions with Key Management Personnel
Several Directors, Senior Executives or their related parties, hold positions in other entities that result in them having control or significant influence
over the financial or operating policies of these entities. A number of these entities transacted with the Group during the reporting period.
The terms and conditions of these transactions with Key Management Personnel and their related parties were no more favourable than those
available, or which might reasonably be expected to be available, on similar transactions to non-Key Management Personnel related entities on an
arm’s length basis.
The aggregate value of transactions and outstanding balances relating to Directors, Senior Executives and entities over which they have control or
significant influence were as follows:
TRANSACTION BALANCE TRANSACTION BALANCE
VALUE OUTSTANDING VALUE OUTSTANDING
2018 2018 2017 2017
$000 $000 $000 $000
Key Management
Personnel/Director Transaction
John Nichol Purchase of retail goods 2 – 4 –
Trevor Burt Purchase of retail goods and livestock transactions 184 – 106 –
Mark Dewdney
(resigned 31 October 2017) Purchase of retail goods and livestock transactions 416 – 543 20
David Green Purchase of retail goods and rental receipts 87 – 104 –
Stephen Guerin Purchase of retail goods and livestock transactions 9 – 16 –
John McKenzie Purchase of retail goods, sale of seed under
production contracts, sale of wool, water services
and livestock transactions 3,345 (593) 5,351 (382)
Peter Newbold Purchase of retail goods 35 3 25 –
Cedric Bayly
(retired 31 October 2017) Purchase of retail goods 1 – 9 –
72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 73
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
28 REPORTING ENTITY
PGG Wrightson Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and listed on the New
Zealand Stock Exchange. The Company is an FMC Entity in terms of the Financial Markets Conduct Act 2013.
The financial statements of PGG Wrightson Limited for the year ended 30 June 2018 comprise the Company and its subsidiaries (together referred
to as the “Group”) and the Group’s interest in associates and jointly controlled entities. The financial statements have been prepared in accordance
with the requirements of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013.
The Group is primarily involved in the provision of goods and services within the agricultural sector.
29 BASIS OF PREPARATION
Statement of Compliance
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply
with the New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards
as applicable for profit oriented entities. The financial statements comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board, as applicable for profit oriented entities.
These statements were approved by the Board of Directors on 13 August 2018.
Basis of Measurement
The financial statements have been prepared on the historical cost basis except for the following:
– derivative financial instruments are measured at fair value
– financial instruments at fair value through profit or loss are measured at fair value
– investments are measured at fair value
– biological assets are measured at fair value less point-of-sale costs
– assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.
Functional and Presentation Currency
These financial statements are presented in New Zealand dollars ($), which is the Group’s functional currency. All financial information presented in
New Zealand dollars has been rounded to the nearest thousand.
Use of Estimates and Judgements
The preparation of the consolidated financial statements in conformity with NZ IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates and assumptions.
Estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the
consolidated financial statements is included in the following notes:
Note Judgement
5 Carrying value of equity accounted investees
5 Reassessment of earn-out provision
14 Carrying value of trade and other receivables
15 Valuation of seeds inventory
20 Assessment of Holidays Act 2003 remediation costs
Certain comparative amounts have been reclassified to conform with the current period’s presentation.
30 OTHER SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out in these financial statements have been applied consistently to all periods presented in these consolidated
financial statements, and have been applied consistently by Group entities.
(a) Basis of Consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases.
Transactions Eliminated on Consolidation
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the
extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there
is no evidence of impairment.
(b) Foreign Currencies
Foreign Currency Transactions
Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rates at the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency
at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the
beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at
the exchange rate at the end of the period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at
the exchange rate at the date that fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.
Foreign Operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to New Zealand
dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated to New Zealand dollars at
exchange rates at the date of the transactions.
Foreign currency differences are recognised in other comprehensive income and the Foreign Currency Translation Reserve (“FCTR”). When a foreign
operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.
(c) Impairment
The carrying value of the Group’s assets are reviewed at each reporting date to determine whether there is any objective evidence of impairment.
An impairment loss is recognised whenever the carrying amount exceeds its recoverable amount. Impairment losses directly reduce the carrying
value of assets and are recognised in profit or loss unless the asset is carried at a revalued amount in accordance with another standard.
Impairment of Equity Instruments
The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of assets is impaired. In the case of
equity instruments that are not held for trading, the Group may elect to present gains and losses through other comprehensive income. If no
election is made fair value gains and losses are recognised in profit or loss.
The recoverable amount of the Group’s investments in held-to-maturity debt instruments and receivables carried at amortised cost is calculated as
the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial
recognition of these financial assets). Receivables with short durations are not discounted.
Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument basis. All individual
instruments that are considered significant are subject to this approach.
All known losses are expensed in the period in which it becomes apparent that the receivables are not collectable.
74 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 75
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
30 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Non-nancial Assets
The carrying amounts of the Group’s non-financial assets, other than biological assets, inventories and deferred tax assets are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists then the recoverable amount of the asset
is estimated.
An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which it relates, exceeds the recoverable
amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets
and groups. Impairment losses are recognised in profit or loss.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset or unit.
In determining the fair value using value in use, regard is given to external market evidence.
(d) Determination of Fair Values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets
and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods outlined in the respective
notes for the assets and liabilities. Where applicable, further information about the assumptions made is disclosed in the notes specific to that
asset or liability.
(e ) Intangible Assets
Research and Development
The principal research and development activities are in the development of systems, processes and new seed cultivars.
Research expenditure on the development of new systems and processes is recognised in profit or loss as incurred. Development activities
involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised
only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are
probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised
includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other
development expenditure is recognised in profit or loss when incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Research and development expenditure on the development of new seed cultivars is recognised in profit or loss as incurred. Development costs
of seed cultivars are substantially indistinguishable from the cultivar research costs.
(f ) Statement of Cash Flows
The statement of cash flows has been prepared using the direct approach modified by the netting of certain items as disclosed below.
Deposits received less withdrawals are netted as the cash flows are received and disbursed on behalf of customers and reflect the activities of the
customers rather than those of the Group.
30 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(g) Disclosure of Non-GAAP Financial Information
Non-GAAP reporting measures have been presented in the Statement of Profit or Loss or referenced to in the notes to the financial statements.
The following non-GAAP measures are relevant to the understanding of the Group financial performance:
– EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation and the results
from discontinued operations.
– Operating EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation,
results from discontinued operations, fair value adjustments and non-operating items.
The PGW Board and management consider the Operating EBITDA measure to promote a more meaningful communication of financial
information. This measure is also the required information for certain stakeholders and for internal management reporting and review.
(h) Standards and Interpretations That Have Been Issued or Amended But Are Not Yet Effective
A number of new standards and interpretations are not yet effective for the year ended 30 June 2018 and have not been applied in preparing
these consolidated financial statements. These standards are:
– IFRS 9 (2014) Financial Instruments has been issued. The final component of IFRS 9 (2014) introduces a new expected credit loss model for
calculating impairment. IFRS 9 (2014) is effective for annual periods beginning on or after 1 January 2018. The Group does not plan to adopt
IFRS 9 (2014) early. Initial review has determined that this new standard will not have a significant financial impact on the Group’s financial
statements.
– IFRS 15 Revenue from Contracts with Customers has been issued. This standard introduced a new revenue recognition model for contracts with
customers. The standard is effective for annual periods beginning on or after 1 January 2018. Initial review has determined that this new
standard will not have a significant financial impact on the Group’s financial statements.
– IFRS 16 Leases has been issued. This standard eliminates the classification of leases as either operating leases or finance leases. The standard
uses a single lessee model which requires a lessee to recognise on the Statement of Financial Position assets and liabilities for all leases with
a term of more than 12 months. The standard is effective for annual periods beginning on or after 1 January 2019. The Group does not plan
to adopt IFRS 16 early. Initial review has determined that this new standard will likely have a significant financial impact on both the balance
sheet and profit and loss given the extent of operating leases the Group is exposed to.
– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions. These are not
expected to have an impact on the Group’s financial results.
76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 77
ADDITIONAL FINANCIAL DISCLOSURES
78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 79
FOREIGN CURRENCY REALISED CAPITAL
SHARE TRANSLATION AND OTHER REVALUATION HEDGING DEFINED BENEFIT FAIR VALUE RETAINED NONCONTROLLING TOTA L
CAPITAL RESERVE RESERVES RESERVE RESERVE PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Balance at 1 July 2016 606,324 (8,749) 23,443 556 1,468 (17,170) 2,412 (336,028) 2,043 274,299
Total comprehensive income for the period
Profit or loss – – – – – – – 45,607 704 46,311
Other comprehensive income
Foreign currency translation differences – (1,532) – – – – – – 363 (1,169)
Changes in fair value of equity instruments, net of tax – – – – – – 240 – – 240
Effective portion of changes in fair value of cash flow hedges, net of tax – – – – (1,468) – – – – (1,468)
Defined benefit plan actuarial gains and losses, net of tax – – – – – 732 – – – 732
Total other comprehensive income – (1,532) – – (1,468) 732 240 – 363 (1,665)
Total comprehensive income for the period – (1,532) – – (1,468) 732 240 45,607 1,067 44,646
Transactions with shareholders, recorded directly in equity
Contributions by and distributions to shareholders
Dividends to shareholders – – – – – – – (28,588) (646) (29,234)
Total contributions by and distributions to shareholders – – – – – – – (28,588) (646) (29,234)
Transfer to retained earnings – – – – – 2,351 (5,239) 2,888 – –
Balance at 30 June 2017 606,324 (10,281) 23,443 556 – (14,087) (2,587) (316,121) 2,464 289,711
Balance at 1 July 2017 606,324 (10,281) 23,443 556 – (14,087) (2,587) (316,121) 2,464 289,711
Total comprehensive income for the period
Profit or loss – – – – – – – 17,964 923 18,887
Other comprehensive income
Foreign currency translation differences – 6,558 –
– – – – – (150) 6,408
Changes in fair value of equity instruments, net of tax – – – – – – – – – –
Effective portion of changes in fair value of cash flow hedges, net of tax – – – – – – – – – –
Defined benefit plan actuarial gains and losses, net of tax – – – – – 1,785 – – – 1,785
Total other comprehensive income – 6,558 – – – 1,785 – – (150) 8,193
Total comprehensive income for the period – 6,558 – – – 1,785 – 17,964 773 27,080
Transactions with shareholders, recorded directly in equity
Contributions by and distributions to shareholders
Dividends to shareholders – – – – – – (28,570) (759) (29,329)
Total contributions by and distributions to shareholders – – – – – – – (28,570) (759) (29,329)
Transfer to retained earnings – – – – – 3,260 (3,260) – –
Balance at 30 June 2018 606,324 (3,723) 23,443 556 – (9,042) (2,587) (329,987) 2,478 287,462
PGG WRIGHTSON LIMITED
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2018
ANNUAL REPORT 2018 | 81
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2018
ADDITIONAL FINANCIAL DISCLOSURES
31 CAPITAL AND RESERVES
No. OF SHARES No. OF SHARES
2018 2017 2018 2017
000 000 $000 $000
On issue at 1 July 754,849 754,849 606,324 606,324
Share capital on issue at 30 June 754,849 754,849 606,324 606,324
All shares are ordinary fully paid shares with no par value, carry equal voting rights and share equally in any profit on the winding up of the Group.
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations as
well as from the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary.
Realised capital reserve
The realised capital reserve comprises the cumulative net capital gains that have been realised.
Revaluation reserve
The revaluation reserve relates to historic revaluations of property, plant and equipment.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to
hedged transactions that have not yet settled.
Defined benefit plan reserve
The defined benefit plan reserve contains actuarial gains and losses on plan assets and defined benefit obligations. During the year ended 30 June
2018 the amount of $3.26 million was transferred from the defined benefit reserve to retained earnings (30 June 2017: $2.35 million). This amount
represents the tax impact of lump sum cash contributions made.
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets and equity investments elected at
fair value through other comprehensive income until the investments are derecognised or impaired.
Retained earnings
Retained earnings equals accumulated undistributed profit.
Dividends
The following dividends were paid by the Company for the year ended 30 June:
A fully imputed 2018 interim dividend of 1.75 cents per share was paid on 5 April 2018 and a fully imputed 2017 final dividend of 2.0 cents per
share was paid on 4 October 2017 (2017: Fully imputed 2017 interim dividend of 1.75 cents per share was paid on 4 April 2017 and a fully imputed
2016 final dividend of 2.0 cents per share was paid on 4 October 2016).
Share Capital Accounting Policies
Ordinary Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity.
Repurchase of Share Capital
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is
recognised as a deduction from equity. Repurchased shares are cancelled. Treasury stock for which unrestricted ownership has not yet been
transferred are not cancelled.
3580
80 | PGG WRIGHTSON LIMITED
82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 83
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ANNUAL REPORT 2018 | 8584 | PGG WRIGHTSON LIMITED
1. Introduction
1.1 The Board of PGG Wrightson Limited is committed to acting
with integrity and expects high standards of behaviour and
accountability from all of PGG Wrightson’s officers and staff. As
part of this commitment, the Board has adopted this Corporate
Governance Code which incorporates the Board Charter.
1.2 This Code complies with the Recommendations in the NZX
2017 Corporate Governance Code (NZX Code) except where
specifically disclosed in this annual report. This Corporate
Governance section is current as at 30 June 2018 and has been
approved by PGG Wrightson’s Board of Directors.
1.3 The Board’s primary objective is the creation of shareholder value
through following appropriate strategies and ensuring effective
and innovative use of PGG Wrightson’s resources in providing
customer satisfaction. PGG Wrightson will be a good employer
and a responsible corporate citizen.
2. Ethical Standards and Code of Conduct
2.1 Directors recognise that it is their role to set high standards of
ethical behaviour, model this behaviour and hold management
accountable for observing, fostering and delivering high ethical
standards throughout the PGG Wrightson Group.
2.2 In compliance with NZX Code Recommendation 1.1, the Board
has several documents that document minimum standards of
ethical behaviour, being the Code of Conduct, Conflict of Interest
Policy, Group Fraud Prevention Policy and Whistle-Blower Policy,
and the Board Charter listed in section 3 below. In compliance
with NZX Code Recommendation 4.2, these policies are all
available to view on PGG Wrightson’s website at
www.pggwrightson.co.nz under Our Company > Governance
2.3 The Board has developed and adopted a written Code of
Conduct which requires all members of the PGG Wrightson
Group, including Directors and employees, to observe the
highest of standards of ethics and conduct, in alignment with
these PGG Wrightson Group Values:
Accountability:
Stand by our word and meet commitments.
Be accountable to our customers and each other.
Leadership:
Set standards and exceed expectations.
Take action and strive to excel.
Lead through innovation.
Integrity:
Operate ethically and with integrity.
Treat others with respect.
Act professionally.
Smarter:
Find ways to be more effective and efficient.
Think, decide and act quickly (without compromising
quality).
Learn from mistakes and celebrate successes.
Teamwork:
Share knowledge and information.
Work together to create solutions.
Think and act as ‘One-PGW’.
2.4 The Code of Conduct also requires members and staff of the PGG
Wrightson Group to:
Comply with standards including all applicable laws,
regulations, codes, policies and procedures and lawful and
reasonable directions;
Behave in a professional manner in a way that upholds
the PGG Wrightson Group Values and maintains public
confidence in our professionalism, honesty and integrity;
Use PGG Wrightson Group resources, assets, time, funds and
information only for their authorised/intended purpose;
Treat customers, suppliers, other PGG Wrightson personnel
and third parties with respect, courtesy and dignity:
Ensure their own and others’ health, safety and wellbeing in
the workplace, and protect the environment;
Avoid and/or disclose any Conflicts of Interest (real or
apparent). The PGG Wrightson Group has a detailed Conflicts
of Interest Policy which contains good practice guidelines
surrounding the identification, disclosure and management
of staff conflicts of interest;
Corporate
GOVERNANCE and
BOARD CHARTER
Incorporating Disclosure of Compliance with the NZX Corporate Governance Code
86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 87
Follow company policy on receiving and giving gifts and
gratuities;
Protect PGG Wrightson Group Assets and comply with our
Group Fraud Prevention Policy;
Give proper attention to all matters and create an open
communication environment that results in all material
items being brought to the attention of the appropriate
management.;
Protect the confidentiality of and intellectual property rights
in all non-public information about our customers, suppliers,
PGG Wrightson personnel and business.
2.5 The Code of Conduct is available to view on PGG Wrightson’s
website at www.pggwrightson.co.nz under Our Company >
Governance. The Code of Conduct is communicated to all staff
and is included in regular staff training and inductions.
2.6 The Code of Conduct provides mechanisms to report breaches
of the Code including unethical behaviour, and specifies the
disciplinary procedures in place for any breaches. It is the
responsibility of the Board to review the Code of Conduct, to
implement the Code and to monitor compliance. The Board
receives reports on compliance with the Code of Conduct from
its internal audit function. No instances of material breaches have
been reported. PGG Wrightson has a Whistle-Blower policy that
allows any reports of serious wrongdoing including material
breaches of the Code of Conduct to be made on a protected
disclosure basis, which contains a process for direct access to an
independent director, to help encourage a culture of promoting
ethical behaviour and being able to speak up.
2.7 PGG Wrightson Limited maintains a Directors and Officers
Interests Register which is regularly updated, documenting
interests disclosed by all Board members and senior
management. The statutory disclosures section in the 2018
Annual Report is compiled from entries in the Directors Interests
Register during the reporting period. Directors may not
participate in Board discussions nor vote on matters in which they
have a personal interest.
3. Board Charter including Board Composition and Performance
3.1 This section 3 outlines the Board’s Charter which is in compliance
with NZX Code Recommendation 2.1. The Board is committed
to the principle that there should be a balance of independence,
skills, knowledge and experience among Directors so that the
Board works effectively. Directors are, except where permitted
by law, required to act in the best interests of PGG Wrightson
Limited and to give proper attention to the matters before them.
The Board is satisfied that the Directors commit the time needed
to be fully effective in the role. Directors are entitled to seek
independent professional advice to assist them in meeting their
responsibilities.
3.2 In compliance with NZX Code Recommendation 2.4, information
about each Director is disclosed in this annual report, including
a profile of experience, length of service, independence and
ownership interests. As at 30 June 2018 the Board had seven
Directors. Their experience, qualifications and the value that
they contribute to the Board are listed in the Board of Directors
biographies set out in the 2018 Annual Report. In addition,
John Fulton, Chief Financial Officer of Agria Corporation, is an
alternate Director for Joo Hai Lee. In compliance with NZX Code
Recommendation 2.8, the Chief Executive is different to the
Chairperson, and is not a member of the Board of Directors.
3.3 In accordance with NZX requirements, no less than one third of
the total number of Directors are required to be Independent
Directors. The Board meets this requirement as it currently has
three Independent Directors. The Board defines an Independent
Director as one who:–
is not an executive of the Company; and
has no disqualifying relationship within the meaning of the
NZX Listing Rules.
The Chairperson is not independent as Guanglin (Alan) Lai has an
association with substantial security holder, Agria (Singapore) Pte
Limited.
3.4 The statutory disclosures section in the 2018 Annual Report lists
the Company’s Directors’ independence status. The Board reviews
any determination that it makes on a Director’s independence on
becoming aware of any information that indicates that a Director
may have a relevant material relationship. Directors are required
to immediately advise of any new or changed relationships so
the Board can consider and determine its materiality. Directors’
interests including other relevant directorships that they hold are
listed on pages 93 to 94 of the 2018 Annual Report. None of the
Directors sit on any PGG Wrightson Group companies apart from
the parent PGG Wrightson Limited.
Corporate
GOVERNANCE and
BOARD CHARTER
continued
3.5 The Constitution contains no provisions for compulsory
retirement or a fixed tenure for Directors, although Directors must
periodically retire and seek re-election in accordance with the
Constitution and NZX Listing Rules. One third of the Directors
or, if their number is not a multiple of three, then the number
nearest to one-third, retire from office at the Annual Meeting
each year.
3.6 In compliance with NZX Code Recommendation 2.2 that
every issuer should have a procedure for the nomination
and appointment of directors to the Board, this is done as
circumstances require. PGG Wrightson Limited has a formal
and transparent method for the nomination and appointment
of directors to the Board – nominations are publicly called for
by notice on the NZX and considered at the Annual Meeting.
Checks will be done and key information about a candidate
provided to shareholders in the Notice of Annual Meeting,
including any material adverse information disclosed in the
checks where a candidate is standing for the first time or the
term of office if seeking re-election. Directors may be appointed
by the Board between Annual Meetings as permitted by the
Constitution but are required to seek re-election at the next
Annual Meeting. In relation to NZX Code Recommendation
3.4, the Board does not have a nomination Committee to
recommend director appointments to the Board as that is carried
out by the whole Board.
3.7 The Board has a template Director Letter of Appointment
available for use which sets out the written expectations
of Directors and which will be used for all new directors in
compliance with NZX Code Recommendation 2.3 that an issuer
should enter into written agreements with each newly appointed
director establishing the terms of their appointment.
3.8 In compliance with NZX Code Recommendation 2.7, the Board
has a process to formally review the performance of each
Director and the Board as a whole, not less than every two years.
In compliance with NZX Code Recommendation 2.6, Directors
are expected to undertake appropriate training to remain current
on how best to perform their duties as a director of a listed
company. Directors are regularly updated on relevant industry
and company issues, undertake visits to PGG Wrightson and
customer branches and operations, and receive briefings from
Executive Managers from all Business Units. Directors are able
to attend PGG Wrightson Business Unit conference sessions to
further their training.
3.9 The full Board met in person seven times during the year ended
30 June 2018. Directors also meet on other occasions for strategic
planning and held conference calls from time to time as required.
3.10 The Board is responsible for employing the Chief Executive and
approving the business strategy. To ensure efficiency, the Board
has delegated to the Chief Executive and subsidiary company
boards the day to day management and leadership of the
PGG Wrightson Group operations. The Company has a formal
delegated authority framework and policy that sets out matters
reserved for the Board and sub-delegates certain authorities to
the Chief Executive and Managers within defined limits. There is
a clear understanding of the division of responsibilities between
the Board and management.
3.11 In relation to NZX Code Recommendation 3.6, if and when
necessary the Board will establish appropriate protocols that set
out the procedure to be followed if there is a takeover offer for
the issuer including any communication between insiders and
the bidder. The protocols will disclose the scope of independent
advisory reports to shareholders, the option of establishing an
independent takeover committee, and the likely composition
and implementation of an independent takeover committee. The
Board does not consider it necessary to establish such protocols
in advance as standing protocols, but will do so if the need arises.
4. Board Committees
4.1 The Board has delegated some of its powers to Board
Committees. The Committees are made up of a minimum of
three non-Executive Director members and each Committee
has a written Board-approved charter which outlines that
Committee’s role, rights, responsibilities, membership
requirements and relationship with the Board. In compliance
with NZX Code Recommendation 2.7, the Board has a process to
formally review the performance of each Committee from time
to time in accordance with the relevant Committee’s written
charter. Proceedings of Committees are reported back to the full
Board to allow other Directors to question Committee members.
4.2 In compliance with NZX Code Recommendation 3.2 and 4.3,
senior management only attend Committee meetings at the
invitation of the Committee as is considered appropriate. The
Committees may appoint advisors as they see fit.
88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 89
4.3 As at 30 June 2018 the Board had three standing Committees
– the Audit Committee, the Remuneration and Appointments
Committee and the Committee of Independent Directors. In
compliance with NZX Code Recommendation 3.5, the Board has
considered but does not think it is currently necessary to have
any other Board committees as standing Board committees.
Other committees are formed as and when required.
4.4 Audit Committee
In compliance with NZX Code Recommendation 3.1, as explained
below the Audit Committee operates under a written charter,
membership is majority independent and comprises solely of
non-Executive Directors, and the Chair is not also the Chairperson
of the Board.
In compliance with NZX Code Recommendation 4.2, the Audit
Committee Charter is available on PGG Wrightson’s website at
www.pggwrightson.co.nz under Our Company > Governance.
The majority of the members of the Audit Committee will be
Independent Directors and at least one member will have an
accounting or financial background. No member of the Audit
Committee will be an Executive Director. The members of the
Audit Committee are currently B R Irvine (Chairman), J E Nichol
and Joo Hai Lee. The Chair of the Audit Committee is different to
the Board Chair. The Audit Committee has appropriate financial
expertise, with all members having an accounting or financial
background. The Audit Committee met four times during the
financial year.
The main responsibilities of the Audit Committee are:
Ensuring the effectiveness of the accounting and internal
control systems;
Ensuring the Board is properly and regularly informed and
updated on corporate financial matters;
Monitoring and reviewing the independent and internal
auditing practices;
Recommending the appointment and removal of the
external auditor and considering a change in the lead audit
partner where the auditors continue in office for a period
exceeding five years;
Ensuring that the ability and independence of the auditors
to carry out their statutory audit role is not impaired, or could
reasonably be perceived to be impaired;
To interface with management, internal auditors and external
auditors and review the financial reports, as well as advising
all Directors whether they comply with appropriate laws and
regulations;
Overseeing matters relating to the values, ethics and financial
integrity of the Group;
To report Audit Committee proceedings back to the Board.
The Audit Committee has the authority to appoint outside legal
or other professional advisors if it considers necessary. The Audit
Committee on occasions meets with the internal auditors and
external auditors without the management present.
4.5 Remuneration and Appointments Committee
NZX Code Recommendation 3.3 is partially complied with in that
the Remuneration and Appointments Committee operates under
a written Charter, however the majority of members are not
independent directors as the Committee is comprised of the full
Board. In compliance with NZX Code Recommendation 4.2 the
Charter is available on PGG Wrightson’s website at
www.pggwrightson.co.nz under Our Company > Governance.
The Remuneration and Appointments Committee is chaired by
Guanglin (Alan) Lai, and its members are the remainder of the
Board. The Remuneration and Appointments Committee met
once as part of a full Board meeting, during the financial year.
The main responsibilities of the Remuneration and Appointments
Committee are:
To undertake an annual performance appraisal of the Chief
Executive and review the appraisal of direct reports to the
Chief Executive;
To review compensation policy and procedures, including
employee benefits and superannuation, and recommend to
the Board remuneration changes for the Chief Executive and
direct reports to the Chief Executive;
To review succession planning and senior management
development plans;
To report Committee proceedings back to the Board.
In addition a subcommittee of the Remuneration and
Appointments Committee was established during the year,
chaired by Trevor Burt, for the purpose of recruiting the new
Chief Executive, culminating in the appointment of Ian Glasson,
The role of the Remuneration and Appointments Committee as
set out in its Charter will be expanded to include the function
of recommending remuneration packages for Directors to
shareholders in future when such a recommendation to
shareholders is put forward. NZX Code Recommendation 5.1 will
continue to be complied with, being that director remuneration
is put to shareholders for approval in a transparent manner.
Corporate
GOVERNANCE and
BOARD CHARTER
continued
5. Reporting and Disclosure
5.1 The Board endorses the principle that it should demand integrity
both in financial reporting and in the provision by management
of information of sufficient content, quality and timeliness to
enable the Board to effectively discharge its duties. In compliance
with NZX Code Recommendation 4.3, PGG Wrightson considers
that its financial reporting is balanced, clear and objective.
5.2 The Company will provide timely and adequate disclosure
of information on matters of material impact to shareholders
and comply with the continuous disclosure and other listing
requirements of the NZX relating to shareholder reporting. In
compliance with NZX Code Recommendation 4.1, the Board
has adopted a Continuous Disclosure Policy which is available
on PGG Wrightson’s website at www.pggwrightson.co.nz under
Our Company > Governance. In compliance with NZX Code
Recommendation 4.3, PGG Wrightson provides non-financial
disclosure in its Annual Report, including considering material
exposure to environmental, economic and social sustainability
risks and other key risks, risk management and relevant internal
controls. The Company also communicates through the Interim
and Annual Reports, releases to the NZX and media, and on its
website at www.pggwrightson.co.nz.
5.3 PGG Wrightson has established and will maintain processes for
the provision of information to the Board by management of
sufficient content, quality and timeliness, as the Board considers
necessary to enable the Board to effectively discharge its
duties. The Board receives assurances from the Chief Executive
Officer and Chief Financial Officer that the Directors’ declaration
provided in accordance with International Financial Reporting
Standards (IFRS) and NZ IFRS is founded on a sound system of
risk management and internal control, and that the system is
operating effectively in all material respects in relation to financial
reporting risks.
5.4 In compliance with NZX Code Recommendation 1.2, the
Company has a detailed securities trading policy applying to
all Directors and staff which incorporates all insider trading
restraints. The Securities Trading Policy is available at
www.pggwrightson.co.nz under Our Company > Governance.
The Securities Trading Policy specifies that no Director or
employee may buy or sell PGG Wrightson shares while
in possession of inside information. Inside information is
information that is not generally available and, if it were generally
available, a reasonable person would expect it to have a material
effect on the price or value of PGG Wrightson shares. The
policy also states that Directors and staff in possession of inside
information cannot directly or indirectly advise or encourage
any person to deal in PGG Wrightson shares. Compliance with
the Securities Trading Policy is monitored through the consent
process and by education and notification by PGG Wrightson’s
share registrar Computershare when any Director or Officer
engages in trading activities. All trading in PGG Wrightson shares
by Directors and Officers is disclosed to the NZX.
5.5 In compliance with NZX Code Recommendation 2.5,
the Board has a Diversity Policy which is available at
www.pggwrightson.co.nz under Our Company > Governance.
Attributes that are particularly relevant to PGG Wrightson are
culture, ethnicity/nationality, gender and skills. The Board has
evaluated PGG Wrightson’s performance against its Diversity
Policy objectives which relate to the working environment,
employment and selection opportunities, Board appointment
recommendations, leadership training and HR management
support, and considers that these objectives have been met.
5.6 The table below lists the numerical quantitative breakdown of
the gender composition of PGG Wrightson’s Board of Directors
and its Officers as at 30 June 2018 and comparative figures for 30
June 2017. An Officer means a person, however designated, who
is concerned or takes part in the management of PGG Wrightson
Limited’s business, but excludes a person who does not report
directly to the Board or who does not report directly to a person
who reports to the Board.
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS AT
30 JUNE 2018
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS
AT 30 JUNE 2017
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2018
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2017
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2018
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2017
Number of Males 77111214081327
Percentage of Males 100%100%91%93%65%67%
Number of Females 0011753657
Percentage of Females 0%0%9%7%35%33%
* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.
90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 91
6. Director and Executive Remuneration
6.1 The Board is committed to the policy that remuneration
of Directors and executives should be transparent, fair and
reasonable.
6.2 The Board’s Remuneration Policy for Directors is that Directors’
fees in aggregate must be formally approved by shareholders. In
compliance with NZX Code Recommendation 5.1, the statutory
disclosures section in the 2018 Annual Report lists the Company’s
Directors’ actual remuneration including any Board Committee
fees paid. There are no performance incentives for any Directors.
The Board has not elected to create a performance based Equity
Security Compensation Plan. Further the Board supports Directors
investing a portion of their Directors’ remuneration in purchasing
shares in the Company but it does not consider this should be
mandatory.
6.3 The Board considers that it partially complies with NZX
Code Recommendation 5.2, being that PGG Wrightson’s
remuneration policy for remuneration of Officers outlines the
relative weightings of remuneration components and relevant
performance criteria. Directors’ remuneration does not have
performance criteria attached to it.
6.4 All executive remuneration incentives align with financial and
non-financial performance measures relating to PGG Wrightson’s
objectives, and are compatible with PGG Wrightson’s risk
management policies and systems.
7. Risk Management
7.1 In compliance with NZX Code Recommendation 6.1, PGG
Wrightson has in place a risk management framework for its
business, the Board receives and reviews regular reports, and has
in place a framework to manage any existing risks and to report
the material risks facing the business and how these are being
managed.
7.2 It is the responsibility of the Board to monitor the broader
risk management processes in place to identify and
manage potential and relevant risks. Directors have a sound
understanding of the key risks faced by the business.
7.3 In discharging this obligation the Board has:
In conjunction with the Chief Executive, Audit Committee,
internal and external audit, set up and monitored rigorous
processes for risk management and internal controls to
ensure that management prudently and efficiently manage
resources, and the identification of the nature and magnitude
of the Company’s material risks. PGG Wrightson has a
comprehensive Risk Policy and Group Risk Management
Framework.
Considered the nature and extent of risks the Board is
willing to take to achieve its strategic objectives. The
Company is committed to the management of risk to
achieve sustainability of service, employment and profits,
and therefore takes on controlled amounts of risk when
considered appropriate;
In conjunction with the Chief Executive and Audit Committee,
reviewed the effectiveness and integrity of compliance and
risk management systems within the business. The Board
receives and reviews regular reports on the operation of
the risk management framework that includes policies and
internal control processes, as well as any developments
in relation to key risks. Reports include oversight of the
Company’s risk register and highlight the main risks to
the Company’s performance and the steps being taken to
manage these;
Established a separate management Risk and Compliance
Committee that is responsible for the oversight of business
risks and future risk strategy.
Corporate
GOVERNANCE and
BOARD CHARTER
continued
7.4 The Board maintains insurance coverage with reputable insurers
for relevant insurable risks and recently renewed its insurance
policies in accordance with the policy approach determined by
the Board.
7.5 In compliance with NZX Code Recommendation 6.2, PGG
Wrightson has on page 7 of this 2018 Annual Report disclosed
how it manages its health and safety risks and has reported on
our health and safety risks, performance and management. In
August 2017, we revised our governance structure for managing
health and safety and formed a Group Health & Safety Committee
represented by Senior management, including the Chief
Executive and Chief Financial Officer, and two Board members.
8. Independent Auditors
8.1 In compliance with NZX Code Recommendation 7.1, the Board
has established a framework as set out below for the Company’s
relationship with its external auditors. This includes procedures:
(a) for sustaining communication with the external auditors;
(b) to ensure that the ability of the external auditors to carry out
their statutory audit role is not impaired, or could reasonably
be perceived to be impaired;
(c) to address what, if any, services (whether by type or level)
other than their statutory audit roles may be provided by the
auditors; and
(d) to provide for the monitoring and approval by the Audit
Committee of any service provided by the external auditors
other than in their statutory audit role.
8.2 The Board subscribes to the principle that it has a key function
to ensure the quality and independence of the external
audit process. The Board operates formal and transparent
procedures for sustaining communication with PGG Wrightson’s
independent and internal auditors. The Board seeks to ensure
that the ability, objectivity and independence of the auditors
to carry out their statutory audit role is not compromised or
impaired or could reasonably be perceived to be compromised
or impaired. The auditors are invited to attend all Audit
Committee meetings (except where auditor remuneration is
discussed). This attendance can include invitations for private
sessions between the Audit Committee and the external auditor
without management present. In addition the lead audit partner
of the external auditor is rotated at least every five years.
8.3 To ensure there is no conflict with other services that may be
provided by the external auditors, the Company has adopted a
policy whereby the external auditors will not provide any other
services unless specifically approved by the Audit Committee.
The external auditors KPMG did provide some small value
non-financial statement audit work in the year ended 30 June
2018 which was pre-approved by the Audit Committee. The
nature of the types of work completed and the remuneration
received is disclosed on page 46 of the financial statements. The
external auditors confirmed in their audit report on pages 81– 84
of this Annual Report that those matters did not impair their
independence as auditor of the Group.
8.4 In compliance with NZX Code Recommendation 7.2, the external
auditor attends the Annual Meeting to answer questions from
shareholders in relation to the audit.
8.5 In compliance with NZX Code Recommendation 7.3, PGG
Wrightson’s internal audit functions are disclosed here. The
internal audit function comprises a Team Leader and an Internal
Audit Manager supported by a co-source partner. The internal
audit function is responsible for carrying out audits in accordance
with the internal audit plan approved by the Audit Committee.
The function reviews and reports on the effectiveness of internal
control systems and processes for the Company.
92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 93
9. Shareholder Relations and Stakeholders
9.1 While the Company does not have a formal shareholder
or stakeholder relations policy, the Board actively fosters
constructive relationships with its shareholders, as appropriate.
The Board is at all times cognisant of the need to protect and act
in the best interests of the Company’s shareholders.
9.2 In compliance with NZX Code Recommendation 8.1, PGG
Wrightson’s website www.pggwrightson.co.nz has an Investors
Section where investors and interested stakeholders can
access financial and operational information and key corporate
governance information. This contains key governance
documents and policies, contact details for investor matters,
current and past Annual Reports, notices of meetings and
other key dates in the investor schedule, a list of shareholders’
frequently asked questions, media releases, periodic financial
information, dividend histories and other information. PGG
Wrightson lists its Business Unit descriptions and key activities
on its website, and its releases contain information on business
goals and performance. The Company encourages shareholder
participation at the Annual Meeting, by providing as an item of
General Business, the conducting of a shareholder discussion,
where a reasonable opportunity is given for shareholders to
question, discuss or comment on the management of the
Company.
9.3 In compliance with NZX Code Recommendation 8.2, PGG
Wrightson allows investors the ability to easily communicate with
it, including providing the option to receive communications
electronically. The Company has continued to seek to improve
shareholder participation, efficiency and cost effectiveness
of communication with shareholders by again offering them
its e-comms programme, where shareholders can elect to
move all their security holder communication to full electronic
communications for the future.
9.4 The Company considers its significant stakeholders to be its
shareholders (including institutional investors), its staff, its
customers, suppliers and contractors. When undertaking its
operations and activities, the Company respects the interests of
its stakeholders within the context of its ownership type and the
Company’s fundamental purpose. The Board considers that the
Company’s conduct adheres to widely accepted ethical, social
and environmental norms.
9.5 In compliance with NZX Code Recommendation 8.3,
shareholders have the right to vote on major decisions which
may change the nature of the Company.
9.6 In compliance with NZX Code Recommendation 8.4, each
shareholder has one vote per share equally with other
shareholders.
9.7 In compliance with NZX Code Recommendation 8.5, the
shareholders’ Notice of Annual Meeting is posted on the website
as soon as possible and at least 28 days prior to the meeting.
10. Annual Review
10.1 A review of this Corporate Governance Code and associated
processes and procedures is completed on an annual basis
to ensure the Company adheres to best practice governance
principles (as promulgated by the relevant authoritative bodies)
and maintains high ethical standards.
Corporate
GOVERNANCE and
BOARD CHARTER
continued
The following particulars of notices were given by Directors of the Company pursuant to
section 140(2) of the Companies Act 1993 for the year 1 July 2017 to 30 June 2018
DIRECTOR INTEREST ORGANISATION
G Lai
Chairman Chairman Softpower International Limited (HKSE:0380) (Interest ceased during the year)
Agria Corporation
Agria Corporation (New Zealand) Limited
Brothers Capital Limited
Director Singapore Zhongxin Investments Co. Limited
Vice Chairman China Chamber of Commerce, New Zealand
Shenzhen General Chamber of Commerce, China
T J Burt
Deputy Chairman Chairman Ngai Tahu Holdings Corporation Limited
Ngai Tahu Capital Limited
Lyttelton Port Company Limited
Director Agria Asia Investments Limited
Agria (Singapore) Pte Limited
Landpower Holdings Limited
Market Gardeners Limited
Silver Fern Farms Limited
Director/Shareholder Noblesse Oblige Limited (previously known as Chambers at Hazeldean Limited)
Breakaway Investments Limited
Eastern Dynasty Limited
Hossack Station Limited
Pile Bay Partners Limited
Tai Tapu Partners Limited
Trustee Burt Family Trust
Christs College
Maia Health Foundation
B R Irvine
Director Godfrey Hirst NZ Limited and Subsidiaries (interest ceased during the year)
Heartland Bank Limited and Subsidiaries
House of Travel Holdings Limited
Market Gardeners Limited and Subsidiaries
Rakon Limited and Subsidiaries
Scenic Hotels Limited
Skope Industries Limited
Director/Shareholder BR Irvine Limited
Statutory
DISCLOSURES
94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 95
DIRECTOR INTEREST ORGANISATION
J H Lee
Director Hayflux Limited
Sinocloud Group Limited
Agria Corporation
Agria (Singapore) Pte Ltd
Lung Kee (Bermuda) Holdings Limited
Raffles United Holdings Limited
J E Nichol
Director Watson & Son Limited
Director/Shareholder Optica Life Accessories Limited
L S Seah
Chairman Nucleus Connect Pte Limited
Director M&C Reit Management Limited
M&C Business Trust Management Limited
Global Investments Limited
Telechoice International Limited
Yanlord Land Group Limited
Sole Proprietor Soft Capital Sg
Kean Seng U
Head of Corporate Agria Corporation
and Legal Affairs
In addition, T J Burt and J E Nichol advised that they hold interests in farming operations that transact business with PGG Wrightson Group
companies on normal terms of trade.
Directors’ Remuneration
The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2018 and received the following remuneration
(including the value of any benefits). Fees are not paid for membership of the Remuneration & Appointments Committee. Figures are gross and
exclude GST (if any):
DIRECTORDIRECTOR’S FEESAUDIT COMMITTEE
TOTA L
REMUNERATION
G Lai Chairman$210,000.00–$210,000.00
T J Burt Deputy Chairman$120,000.00–$120,000.00
B R Irvine$80,000.00Chairman$20,000.00$100,000.00
J H Lee
(1)
$53,260.87$6,657.61$59,918.48
J E Nichol$80,000.00$10,000.00$90,000.00
L S Seah$80,000.00–$80,000.00
W K Tsang
(2)
$23,478.26$2,934.78$26,413.04
Kean Seng U$80,000.00–$80,000.00
(1)
Appointed 31 October 2018
(2)
Resigned 16 October 2017
Statutory
DISCLOSURES continued
Directors’ Shareholdings
No Directors of PGG Wrightson Limited hold shares in PGG Wrightson,
however T J Burt, G Lai, J H Lee and Kean Seng U are associated
persons of substantial security holders Agria (Singapore) Pte Ltd, Agria
Asia Investments Limited, Agria Group Limited and Agria Corporation
(together Agria Group), and Ngai Tahu Capital Limited, with Agria
(Singapore) Pte Limited holding 379,068,619 shares as at 30 June 2018
(379,068,619 as at 30 June 2017).
Directors’ Share Transactions
No Directors of the Company have notified the Company of any share
transactions between 1 July 2017 and 30 June 2018.
Directors’ Independence
The Board has determined that as at 30 June 2018, as defined under
the NZSX Listing Rules:
The following Directors are Independent Directors: B R Irvine,
J E Nichol, and L S Seah.
The following Directors are not Independent Directors by virtue of
their association with a substantial security holder: G Lai, T J Burt,
J H Lee and Kean Seng U.
NZX Waivers
No waivers have been granted and published by the NZX during the
12 months ending 30 June 2018.
Directors’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the
Constitution of the Company, the Company has insured Directors
and Officers against liabilities to other parties that may arise from
their positions as Directors and Officers of the Company, Subsidiaries
and Associates. This insurance does not cover liabilities arising from
criminal actions and deliberate and reckless acts or omissions.
Use of Company Information by Directors
The Board has implemented a protocol governing the disclosure of
Company information to its substantial security holders. In accordance
with this protocol and section 145 of the Companies Act 1993, T J
Burt, G Lai, J H Lee and Kean Seng U have given notice that they may
disclose certain information to Agria Corporation in order to seek, and
inform the Board of, its view as to the governance and operation of
the Company and in order to enable Agria Corporation to comply with
certain statutory obligations.
96 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 97
Employee Remuneration
Set out below are the numbers of employees of the Company and its
subsidiaries who received remuneration and other benefits of $100,000
or more during the year, in their capacity as employees.
The schedule includes:
all monetary payments actually made during the year, including
redundancies and the face value of any at-risk long-term incentives
granted, where applicable;
the employer’s contributions to superannuation funds, retiring
entitlements, health insurance schemes and payments to
terminating employees (e.g. long service leave);
livestock employees who are remunerated on a commission basis
and whose remuneration fluctuates materially from year to year.
Livestock remuneration includes incentives paid in the current year
that were earned in respect of the prior year’s performance.
The schedule excludes:
amounts paid post 30 June 2018 that related to services
provided in the 2018 financial year;
telephone concessions to some employees that can include free
telephone line rental, national and international phone calls and
online services;
independent real estate/livestock commission agents;
any benefits received by employees that do not have an
attributable value.
The remuneration details of employees paid outside of New Zealand
have been converted into New Zealand dollars. No employees
appointed as a director of a subsidiary company of PGG Wrightson
Limited receives or retains any remuneration or other benefits from
PGG Wrightson Limited for acting as such.
In compliance with the NZX Code Recommendation 5.3, the remuneration arrangements in place for PGG Wrightson’s Chief Executive’s over the
relevant periods are:
General Disclosures
Subsidiary Company Directors
The following persons held the office of Director of the respective subsidiaries (as defined in the Companies Act 1993) during the year
on behalf of the Group. Directors appointed (A) or who resigned (R) during the year are indicated. Staff appointments do not receive
Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
New Zealand Companies
Agricom LimitedJS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)
Agriculture New Zealand LimitedJS Daly, MB Dewdney (R), I Glasson (A)
Ag Property Holdings LimitedJS Daly, MB Dewdney (R), I Glasson (A)
Agri Optics New Zealand Limited (33%)JD McKenzie, DP Lynch (R), S Guerin (A)
AgriServices South America LimitedJS Daly, MB Dewdney (R), I Glasson (A)
Bloch & Behrens Wool (NZ) Limited
(1)
JS Daly, CJ Bayly (R), MB Dewdney (R), I Glasson (A), G Edwards (A)
Forage Innovations Limited (51%)DHF Green, JD McKenzie
Grasslands Innovation Limited (70%)AW Elliott (R), DHF Green, JD McKenzie, JD Stewart (A)
NZ Agritrade Limited
(1)
JS Daly, MB Dewdney (R), SJ Guerin, I Glasson (A)
PGG Wrightson Consortia Research LimitedJS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)
PGG Wrightson Employee Benefits Plan LimitedSir Selwyn Cushing (R), CD Adam, BR Burrough (R), JS Daly, GR Davis, SJ Guerin
PGG Wrightson Employee Benefits Plan Trustee Limited
(2)
Sir Selwyn Cushing (R), CD Adam, BR Burrough (R), PR Drury, GR Davis, SJ Guerin
PGG Wrightson Investments LimitedJS Daly, MB Dewdney (R), I Glasson (A)
PGG Wrightson Real Estate Limited
(1)
JS Daly, MB Dewdney (R), I Glasson (A)
PGG Wrightson Seeds Limited
(1)
JS Daly, MB Dewdney (R), JD McKenzie, I Glasson (A)
PGG Wrightson Seeds Holdings LimitedJD McKenzie, MB Dewdney (R), I Glasson (A)
Statutory
DISCLOSURES continued
$100,000 – 110,00092
$110,001 – 120,00064
$120,001 – 130,00035
$130,001 – 140,00047
$140,001 – 150,00034
$150,001 – 160,00032
$160,001 – 170,00019
$170,001 – 180,00017
$180,001 – 190,00016
$190,001 – 200,00014
$200,001 – 210,00012
$210,001 – 220,0005
$220,001 – 230,0006
$230,001 – 240,0009
$240,001 – 250,0003
$250,001 – 260,0005
$260,001 – 270,0004
$270,001 – 280,0003
$280,001 – 290,0003
$290,001 – 300,0002
REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES
In the year ended 30 June 2018 payments totalling $2,186,736 were
made to Mark Dewdney as follows:
• $600,423.50 – part year base salary (incl. annual leave entitlements
on termination).
• $1,443,352 – payment received upon completion of employment
contract.
• $142,961 – 50% achieved of the on-target short term incentive with
the following performance criteria - Financial Results (50%), Strategic
Objectives (40%) and Health & Safety performance and culture (10%).
As at 30 June 2018 remuneration arrangements in place for Ian
Glasson for the FY2019 year are as follows:
• Base salary - $1,250,000 (gross).
• Annual Short Term incentive - $375,000 (gross). Performance
criteria being Financial Results, Strategic Objectives and Health
and Safety performance and culture.
• Long Term incentive - $1,000,000 (gross) with an additional
potential stretch payment up to a maximum of $250,000
(gross). Performance criteria being unlocking shareholder value.
The Board’s Remuneration and Appointments Committee approves the Group’s remuneration policy. The Committee also reviews and
recommends to the Board for approval the remuneration of the Chief Executive Officer and the remuneration of the executives who report directly
to the Chief Executive Officer.
(1)
P Scott was appointed as an Alternate director for M Dewdney
(2)
J Daly resigned as a director however was appointed as an Alternate director.
$300,001 – 310,0001
$310,001 – 320,0002
$320,001 – 330,0004
$330,001 – 340,0004
$340,001 – 350,0004
$350,001 – 360,0001
$360,001 – 370,0004
$370,001 – 380,0001
$380,001 – 390,0001
$410,001 – 420,0002
$430,001 – 440,0001
$440,001 – 450,0001
$500,001 – 510,0001
$540,001 – 550,0001
$620,001 – 630,0001
$680,001 – 690,0001
$720,001 – 730,0001
$750,001 – $760,0001
$2,180,001 – $2,190,0001
ANNUAL REPORT 2018 | 9998 | PGG WRIGHTSON LIMITED
Australian Companies
AGR Seeds Pty Limited
( Voluntarily removed from the Companies Register)
MB Dewdney, JD McKenzie, J Stewart
Agricom Australia Seeds Pty LimitedMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)
AW Seeds Pty Limited
( Voluntarily removed from the Companies Register)
MB Dewdney, JD McKenzie, J Stewart
PGW AgriServices Australia Pty Limited
( Voluntarily removed from the Companies Register)
MB Dewdney, J Stewart
PGG Wrightson Seeds Australia Holdings Pty LtdMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)
PGG Wrightson Seeds (Australia) Pty LimitedMB Dewdney (R), JD McKenzie, J Stewart, I Glasson (A)
SP Seeds Pty Limited
( Voluntarily removed from the Companies Register)
MB Dewdney, JD McKenzie, J Stewart
South American Companies
Afinlux S.A. (51.2%) (Uruguay)M Banchero, R Rodriguez, JD McKenzie
Agrosan S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
PGG Wrightson Seeds Argentina S.A.M Banchero, JD McKenzie, R Moyano, E Beccar Varela, MD Auro
APL San Jose S.A. (60%) (Uruguay)M Banchero, A Ponte, F Valverde
Escritorio Romualdo Rodriguez Ltda (99.6%) (Uruguay)Administrator: Afinlux S.A.
Hunker S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
Juzay S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
Kroslyn S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
Lanelle S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
PGW Sementes Ltda (97.22%) (Brazil)M Banchero, H De Boni
Patagonia Seeds Sociedad Anonima (75%) (Argentina)M Banchero, JM Allonca
PGG Wrightson Uruguay Limited S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
PGW AgriTech South America S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
Wrightson Pas S.A. (Uruguay)M Banchero, JD McKenzie, MB Dewdney (R), I Glasson (A)
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).
As at 31 July 2018, PGG Wrightson Limited had 754,848,774 ordinary shares on issue.
Substantial Security Holders
At 31 July 2018, the following security holder had given notice in accordance with the then Securities Markets Act 1988 that it was a substantial
security holder in the Company. The number of shares shown below are as advised in the substantial security holder notice to the Company.
SHAREHOLDERNUMBER OF SHARESDATE OF NOTICE
Agria Group, New Hope Group and Ngai Tahu Capital Ltd*
379,068,61928 June 2011
* Nature of connection between parties associated with substantial security holder: Agria Group, New Hope Group and Ngai Tahu Capital
Limited are each party to a shareholders agreement dated 17 April 2011 together with Agria (Singapore) Pte Limited and Agria Asia
Investments Limited.
Twenty Largest Registered Shareholders
The 20 largest shareholders in PGG Wrightson Limited as at 31 July 2018 were:
SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD
1.Agria (Singapore) Pte Limited379,068,61950.22
2.HSBC Nominees (New Zealand) Limited*30,723,8364.09
3.Forsyth Barr Custodians Limited23,804,9893.16
4.FNZ Custodians Limited14,112,6161.87
5.Masfen Securities Limited11,401,3531.51
6.Accident Compensation Corporation* 7,057,5110.94
7.Citibank Nominees (New Zealand) Limited*4,861,9340.59
8.BNP Paribas Nominees (NZ) Limited4,484,6110.92
9. Custodial Services Limited3,704,5440.49
10.Leveraged Equities Finance Limited3,459,3010.46
11.JP Morgan Chase Bank NA*3,383,8030.45
12.Philip Carter3,358,7020.44
13H & G Limited3,067,3230.41
14.Michael Benjamin3,000,0000.40
15Arden Capital Limited2,004,6050.27
16.Nicolas Kaptein2,000,4100.27
17.Woolf Fisher Trust Incorporated1,850,0000.25
18.Totara Grove Investments Limited1,800,0000.24
19.Gamma Trustee Limited1,614,4750.21
20.Robert and Lesley Cottrell1,609,1440.21
* New Zealand Central Securities Depository Limited
Shareholder
INFORMATION
Statutory
DISCLOSURES continued
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
New Zealand Companies – continued
PGG Wrightson Seeds New Zealand LimitedJD McKenzie, MB Dewdney (R), I Glasson (A)
PGG Wrightson Seeds South America Holdings LimitedJS Daly, MB Dewdney (R), I Glasson (A)
PGG Wrightson Trustee LimitedSir Selwyn Cushing (R), JS Daly, SJ Guerin
PGW Corporate Trustee Limited
( Voluntarily removed from the Companies Register)
JS Daly, MB Dewdney
PGW Rural Capital LimitedJS Daly, MB Dewdney (R), I Glasson (A)
Sheffield Saleyards Co Limited (53.5%)FA Fowler (R), RG Nordstom (A)
Wrightson Seeds LimitedMB Dewdney (R), JD McKenzie, I Glasson (A)
Corporate
DIRECTORY
100 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2018 | 101
Analysis of Shareholdings
Distribution of ordinary shares and shareholdings at 31 July 2018 was:
SIZE OF HOLDING
NUMBER OF
SHAREHOLDERS
NUMBER OF
SHARES
% OF
SHARES
1 - 99301,7160.00
100 - 1998412,6320.00
200 - 499531172,1150.02
500 – 9991,6511,137,9070.15
1,000 – 1,9991,7832,529,4030.34
2,000 - 4,9992,1937,030,0270.93
5,000 – 9,9991,60710,836,9051.44
10,000 – 49,9993,13166,567,3758.82
50,000 – 99,99960439,386,0945.22
100,000 – 499,99944476,977,52010.20
500,000 – 999,9993925,848,5313.42
1,000,000 and above34524,349,08969.46
Total12,131754,848,774100.00
Registered addresses of shareholders as at 31 July 2018 were:
ADDRESS
NUMBER OF
SHAREHOLDERS
% OF
SHAREHOLDERS
NUMBER OF
SHARES
% OF
SHARES
Singapore80.07379,627,60050.29
New Zealand11,86197.77372,281,28949.32
Australia1301.071,326,8050.18
Other1321.091,613,0800.21
Total12,131100.00754,848,774100.00
Board of Directors
for the Year Ending 30 June 2018
Guanglin (Alan) Lai
Chairman
Trevor Burt
Deputy Chairman
Bruce Irvine
Joo Hai Lee
John Fulton is an Alternate Director
for Joo Hai Lee
John Nichol
Lim Siang (Ronald) Seah
Kean Seng U
Chief Executive Officer
Ian Glasson
Chief Financial Officer
Peter Scott
General Manager, Strategy and
Corporate Affairs/Company
Secretary
Julian Daly
Registered Office
PGG Wrightson Limited
57 Waterloo Road
Hornby
Christchurch 8042
PO Box 292
Christchurch 8140
Telephone:
0800 10 22 76 (NZ only)
+64 3 372 0800 (International)
Email: enquiries@pggwrightson.co.nz
Auditors
KPMG
Level 5
79 Cashel Street
PO Box 1739
Christchurch 8140
Telephone +64 3 363 5600
Company number 142962
NZBN 9429040323497
Managing your shareholding online:
To change your address, update your payment instructions and to
view your investment portfolio, including transactions, please visit:
www.investorcentre.com/nz
General enquiries can be directed to:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
8
enquiry@computershare.co.nz
* Private Bag 92119, Auckland 1142,
New Zealand
)
Telephone +64 9 488 8777
6
Facsimile +64 9 488 8787
Please assist our registrar by quoting your CSN or
shareholder number.
Shareholder
INFORMATION continued
Helping grow the country
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.