Annual Report for Financial Year to 30 June 2019
Helping grow the country
Annual Report
For the year ended 30 June 2019
ANNUAL REPORT 2019 | 1
Net profit after tax of
131.8m
Operating EBITDA of
24.4m
Earnings per share (EPS) of
17.4
Fully imputed dividends of
15.0
per share
(on a post-share
consolidation basis)
($1.74 per share
on a post-share
consolidation basis)
Calendar
Contents
Annual shareholders’ meeting
22 October 2019
Half-year earnings announcement
26 February 2020
Year-end earnings announcement
18 August 2020
Introduction
2019 Highlights 2
Chairman and
Chief Executive Officer’s report 4
Our Company
Board of Directors 10
Executive Team 12
The year in review 14
Agency – Birch Hill Station 20
Retail & Water – Ātihau Whanganui Inc. 22
Agency – Gray Family 24
PGG Wrightson in the community 26
Environmental, Social and
Governance Reporting 28
Financial information
Key Financial Disclosures 29
Directors’ Responsibility Statement 30
Additional Financial Disclosures including
Notes to the Financial Statements 39
Independent Auditor’s Report 75
Governance
Corporate Governance and Board Charter 78
Statutory Disclosures 87
General Disclosures 92
Shareholder Information 94
Corporate Directory 96
Front cover: LeaderBrand S.I. General Manager Mike
Arnold monitors a young crop of broccoli with Fruitfed
Technical Horticulture Representative Malcolm Duncan
near Chertsey in the early morning in August 2019.
Financial
performance
highlights
The White Rock Station team wean calves with
PGG Wrightson Livestock Agent Andy Jennings
on the South Wairarapa Coast in March 2019.
PGG Wrightson Livestock Auctioneers John
Farrell and Greg Cook look for bids at the
Mt Arrowsmith calf sale in the Ashburton
Gorge in April 2019.
2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 3
2019 Highlights
Go-Beef
and
Go-Lamb
products continue to
grow strongly with the
balance peaking at $49.3
million during FY2019.
The sale of Seed &
Grain to DLF Seeds
A/S was completed on
1 May 2019.
Fruitfed Supplies continues to grow the
bottom line due to the combination of a
strong horticulture sector and a leading
market position.
Net profit after tax benefited from the gain on
sale of the Seed & Grain business and led to a
record result for PGW
of $131.8 million.
To date, over 1,000 PGW employees have
completed the cognitive behavioural
safety programme Zero Incident Process.
A capital distribution
to shareholders of $234
million was completed
on 14 August 2019.
Stephen Guerin
CHIEF EXECUTIVE OFFICER
Rodger Finlay
CHAIRMAN
4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5
PGG Wrightson Limited (“PGW”, “the Group” or “the Company”)
delivered Operating earnings before interest, tax, depreciation and
amortisation (Operating EBITDA) for the year ended 30 June 2019 of
$24.4 million and net profit after tax (NPAT) of $131.8 million.
Chairman and
Chief Executive Officer’s Report
FY2019 has been a transformational
year for PGW, both for the business
and shareholders. The change brought
about by the sale of the Seed & Grain
business completed on 1 May 2019 was
significant for PGW with the proceeds
from the transaction paving the way for
a capital distribution to shareholders of
$234 million.
Our strategic relationship with the new
owners of Seed & Grain, DLF Seeds A/S, is
a positive one. While this deal has been
transformational for PGW, it remains
very much business as usual for our
frontline staff and our customers. We will
continue to work closely with the PGG
Wrightson Seeds team to bring their
products to our customers, and the seed
category will continue to be profitable
for our retail business.
Reflecting on FY2019, we believe it
was one of the most operationally
challenging of recent years. Farmer
confidence in parts of the agriculture
sector remains subdued, constraining
farm spending and therefore our
revenue growth over the year. This has
also been evident in recent months with
a discernible tightening in the credit
environment. This has seen a small
increase in our overdue debtors and
increased provisions taken at year-end
for doubtful debts.
As a result, PGW finished the year slightly
under the lower end of our Operating
EBITDA guidance range of $25 million.
On the other hand, net profit after tax
benefited from the gain on sale of the
Seed & Grain business and at $131.8
million is a record result for PGW.
It is important to note that this
Operating EBITDA result no longer
includes any contribution from the
Seed & Grain business which has been
reported as a discontinued operation
in our results for FY2019 and the
comparative prior year.
Nevertheless, we’ve chosen to continue
to invest in and build our business as
we plan for farm spending to recover.
Notably we’ve increased the pace of our
IT spend as a number of key projects are
being implemented.
We indicated in May that we expected to
end the financial year near the bottom
of our Operating EBITDA guidance
range given that we were cautious
about trading conditions through
the last quarter. As is often the case,
A transformational
year for PGW
On 1 May 2019, PGW announced
the completion of the sale of all
of its shares in PGG Wrightson
Seeds Holdings Limited to DLF
Seeds A/S.
Shareholders will receive a fully
imputed dividend of 7.5 cents
per share, which will be paid on
2 October 2019, making a total
of 15.0 cents per share (on a post
share consolidation basis) for the
financial year.
* The 2018 comparatives have been restated to present Seed & Grain as a
discontinued operation and for NZ IFRS 15.
2019 $M
2018* $M
Revenue
809.3
808.7
Gross Profit
219.5
220.1
Operating EBITDA
24.4
34.5
Net Profit After Tax
131.8
18.9
Net Cash Flow from
Operating Activities
(49.0)
5.8
“FY2019 has been a
transformational year for PGW,
both for the business and
shareholders.”
Rodger Finlay, Chairman
6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 7
on farm conditions have had an influence on
performance in the sector and in turn PGW and
FY2019, was no exception.
The impact of Mycoplasma bovis (M bovis)
was felt across the Livestock and Rural Supplies
businesses. Most particularly with reduced
dairy herd settlements, a reduction in tallies, a
softening of demand for dairy beef, and a more
cautious approach to spending in the dairy sector
across a range of farm inputs.
Market conditions continued to challenge both
our Real Estate and Wool businesses with results
down on last year.
Commodity prices were generally strong,
especially in New Zealand dollar terms, therefore
many of our customers have enjoyed good
returns even where production reduced. This
flowed through to our Livestock business with
sheep and beef markets remaining strong and
continuing to strengthen. In addition, the
horticulture sector continues to go from strength
to strength with an increasing global demand
and a growing trend of conversion of livestock
farms to orchards and vineyards in key areas
across the country including Northland and
Marlborough which benefited Fruitfed Supplies
(Fruitfed).
On farm and market conditions
Looking back on the 2018/2019 season, on
farm conditions were positive for most of our
customers.
Above-average rainfall and temperatures
supported strong pasture growth across many
regions. The weather was less kind to our
horticultural and arable customers, though, with
cool conditions during key times during spring
affecting pollination and a hot, dry summer
limiting the yield potential of harvests.
Consequently, production estimates are a mix of
good and bad news compared to the 2017/2018
season. The Ministry for Primary Industries
estimates dairy production increased, similar
production levels in beef, lamb and pipfruit as
2017/2018, and reduced production in kiwifruit
and wine. Commodity prices were generally
strong, especially in New Zealand dollar terms.
However, the impact of M bovis on dairy and beef
and the pace of regulatory change that affects
the agriculture sector has kept farmer confidence
low. More recently, the proposal to increase the
amount of capital banks are required to hold
has the potential to reduce the amount of debt
capital that might be available to agriculture. As
a result, we are seeing a more cautious approach
to investment and expenditure from those
customers most impacted by these factors.
Our people
At 30 June 2019 PGW employed 1,800
employees (including casual, fixed-term,
commission and permanent staff ).
In early 2019, we concluded the Holidays Act
Remediation Project. The goals of this project
were to; comprehensively review calculations
back to March 2011, update our systems and
processes to ensure future calculations are in
line with the Holidays Act, and to remediate
any arrears.
Health, safety and wellbeing
Our health, safety and wellbeing culture will
continue to evolve as we move from a focus of
compliance to genuine safety and wellbeing
leadership. A key initiative, which supports this
change in focus, is the Zero Incident Process
(ZIP) programme (with over 1,000 employees
completing the ZIP programme to date).
We have continued to see an improvement
in our benchmark performance measures
for safety incident events with a reduction in
frequency rates for lost time of 35 percent and
frequency rates for total recordable injuries of
29 percent for this year (compared to the year
ended June 2018).
The wellbeing of our people and the
communities in which they operate is a focus
for PGW. Early in FY2019 we undertook an
employee assessment initiative with Dr Tom
Mulholland and his KYND wellness tool. Due
to the positive feedback from employees
regarding this initiative, we entered into a
sponsorship partnership with Dr Tom‘s ‘Walk the
Talk’ Wellness Tour, which commenced in early
FY2020.
Corporate structure review
The PGW Board commenced a review of the
corporate service model for the business,
following the divestment of the Seed & Grain
business in May 2019.
Outcomes from the review have been largely
implemented as we recalibrate our corporate
structure to capture efficiencies while also
configuring our back office to best serve our
customers and our re-sized operation. We
expect to see the benefit of reduced costs
flowing through progressively with savings in
excess of $2.5 million expected in FY2020.
Harvesting Starfire Wheat at
Haldon Pastures near Hororata
in Canterbury in February 2019.
8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 9
Cash flow
Net Group cash flows were $199.6 million which
predominantly relates to the cash received for
the sale of Seed & Grain, leaving a cash balance of
$210.5 million at 30 June 2019.
Net cash flow (including the Seed & Grain
business), prior to sale, from operating activities
was a $49 million outflow. This outflow results
from investments in working capital including
investment in Go livestock products of $8.3
million. In addition, lump sum funding payments
of approximately $10.3 million were made to the
Group’s Defined Benefit Pension Scheme (Plan) to
bring the Plan into actuarial equilibrium in June
2019.
PGW negotiated and entered into new bank
facilities in July 2019 providing for core facilities
of up to $50 million and a working capital facility
of up to $70 million. It is pleasing to note that
very competitive terms have been struck for
these banking arrangements and this further
underscores the confidence in the fundamentals
of the business and PGW’s future.
Dividends
The Board has resolved to declare a fully imputed
final dividend of 7.5 cents per share, which will
be paid on 2 October 2019. This will effectively
bring the total fully-imputed dividends paid for
the year to 15.0 cents per share on a post share
consolidation basis.
Outlook
As noted earlier, with the significant change that
PGW has undergone over the last 12 months, we
believe that we are well positioned for the current
financial year and beyond.
As previously noted, we would anticipate that
the impact of M bovis on dairy and beef and
uncertainty regarding regulatory change affecting
agriculture will continue to impact confidence
levels in the rural sector. We are seeing a more
cautious approach to investment and expenditure
from our customers.
With continued strong global demand for protein,
and as livestock farmers and the wider industry
gain a better understanding and increased
confidence in the management of M bovis, we
believe we will see the positive effect of those
factors flow through into improved trading. We
are also buoyed by the ongoing confidence in
the horticulture sector and we anticipate that the
Fruitfed business will continue to go from strength
to strength as this sector grows.
Whilst it is too soon to provide firm guidance
about expectations for FY2020, the Board
considers that post implementation of the
corporate restructuring, and assuming a more
normal trading year and continuing confidence
in commodity prices, we expect to see PGW
achieving Operating EBITDA in excess of $30
million (before adjusting for the impact from the
new accounting standard for leases).
Strategy update
With the Seed & Grain transaction and the capital
return behind us, we are sharpening our focus
on the core PGW offerings that have made the
business a key part of the New Zealand agricultural
landscape for more than 160 years. The Board and
management team will be reassessing our strategy
and exploring opportunities to innovate and grow
our business as we continue to demonstrate to our
customers why PGW is their preferred partner for
their agri-business needs.
Governance changes
The PGG Wrightson Limited Board had a number of
membership changes:
Guanglin (Alan) Lai retired as Director and
Chairman of the Board effective 30 October
2018.
Joo Hai Lee was appointed interim Chairman
effective from 31 October 2018. Following the
appointment of Rodger Finlay as Chairman, Joo
Hai Lee became Deputy Chairman on 30 April
2019.
Rodger Finlay joined the Board as an
Independent Director and Chairman on 30 April
2019.
David Cushing and Sarah Brown were appointed
to the Board as Independent Directors on 30
April 2019.
Trevor Burt retired as Director and Deputy
Chairman of the Board effective 30 April 2019.
Bruce Irvine and John Nichol retired from the
Board effective 30 April 2019.
Lim Siang (Ronald) Seah retired from the Board
effective 31 August 2019.
Executive team changes
The PGW executive team had a number of changes:
Natalie Thain was appointed into an acting
role as General Manager Human Resources in
February 2019 on a fixed term basis to cover a
period of parental leave.
Ian Glasson stepped down as Chief Executive
Officer on 31 May 2019.
Stephen Guerin was appointed as Chief
Executive Officer on 1 June 2019, prior to
this appointment he was the Group General
Manager of Retail & Water.
Nick Berry was appointed General Manager
Retail & Water on 1 August 2019.
Acknowledgements
On behalf of the Board and management team,
we extend our thanks to the 1,800 outstanding
individuals who make up the PGW team, along with
our customers and suppliers.
Rodger Finlay
Chairman
Stephen Guerin
Chief Executive Officer
“Our health, safety and
wellbeing culture will
continue to evolve as
we move from a focus of
compliance to genuine
safety and wellbeing
leadership.”
Stephen Guerin, Chief Executive Ocer
10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 11
RODGER FINLAY
BCom, FCA, CFInstD
Chairman
Rodger Finlay joined the PGG Wrightson
Limited Board on 30 April 2019 as an
Independent Director and Chairman, and
as a member of the Audit Committee. An
experienced Chairman and Company Director,
Rodger has governance skills specialising in
finance, natural resources, agriculture, media
and corporate recovery. Additionally, he has
amassed significant knowledge of financial
and jurisdictional systems globally having
conducted investment banking activities in
Australasia, South East Asia, Africa, the United
Kingdom, continental Europe and North
America.
After 26 years in the investment banking and
fund management areas, Rodger, since 2008,
now acts as a full time Company Director
and Trustee with governance assignments
in New Zealand and the UK. Rodger Chairs
both the Independent Advisory Panel of the
Provincial Growth Fund and NZ Post. He
holds directorships in Ngāi Tahu Holdings
Corporation, Moeraki Limited and Rural
Equities Limited. Rodger previously served
on the PGG Wrightson Agritech Governance
Board and retired in 2013.
JOO HAI LEE
ACA (ICAEW), CPA (Australia), FCCA (UK), CA (ISCA)
Deputy Chairman
Joo Hai Lee was appointed as Deputy
Chairman of PGG Wrightson Ltd on 30
April 2019 and has been a Director since
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 63, 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 included
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.
DAVID CUSHING
B.Com ACA
Independent Director
David Cushing was appointed to the PGG
Wrightson Limited Board as an Independent
Director on 30 April 2019 and is Chairman
of the Audit Committee. David is a former
investment banker. He is Executive Chairman
of Rural Equities Limited and a Director of
Skellerup Holdings Limited, H&G Limited and
Red Steel Limited and ASX listed Webster
Limited. David has previously been a
director of Williams & Kettle Limited, Fruitfed
Supplies Limited, Tourism Holdings Limited,
NPT Limited, New Zealand Farming Systems
Uruguay Limited and Wakefield Health
Limited.
SARAH BROWN
BA, LLB, CFInstD
Independent Director
Sarah Brown was appointed to the PGG
Wrightson Limited Board on 30 April 2019
as an Independent Director. Sarah is from
a rural background, having grown up on
a Southland sheep farm. She is a former
Commercial Lawyer who now holds a
number of Independent Director roles. Sarah’s
directorships include PowerNet Limited,
Electricity Invercargill Limited and OtagoNet
Limited and she was previously on the
Southern Institute of Technology Council for
11 years, six of them as Council Chair. She is a
member of the Independent Advisory Panel
for the New Zealand Provincial Growth Fund
and a Director of the Southland Regional
Development Agency. Sarah is a passionate
Southlander, strongly committed to regional
New Zealand’s economic development.
U KEAN SENG
LLB (Hons), B.Ec
U Kean Seng was appointed to the PGG
Wrightson Limited Board on 4 December
2012. He is Head of Corporate and Legal
Affairs for Agria Corporation, a role he has held
since December 2008. U 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.
U Kean Seng previously sat 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,
U Kean Seng is also a qualified economist,
having completed his degree majoring in
Economics and Accounting, B.Ec at Monash
University, Australia.
GUANGLIN ALAN LAI
Alan retired as Director and Chairman of
the Board of PGG Wrightson Ltd effective
30 October 2018.
TREVOR BURT
Trevor retired as Deputy Chairman of
the Board of PGG Wrightson Ltd effective
30 April 2019.
BRUCE IRVINE
Bruce retired from the Board of PGG
Wrightson Ltd effective 30 April 2019.
JOHN NICHOL
John retired from the Board of PGG Wrightson
Ltd effective 30 April 2019.
LIM SIANG RONALD SEAH
Ronald retired from the Board of PGG
Wrightson Ltd effective 31 August 2019.
Board of Directors
Board of Directors; (left to right)
Lim Siang (Ronald) Seah,
David Cushing, Sarah Brown,
Rodger Finlay, Joo Hai Lee
and U Kean Seng.
12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 13
Executive Team
STEPHEN GUERIN
Chief Executive Officer
Stephen was appointed Chief
Executive Officer of PGG
Wrightson Limited in June 2019.
Prior to this appointment he was
responsible for all aspects of the
Retail & 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
31 years. He holds a Bachelor of
Business Studies (Accounting)
from Massey University. Stephen
is a Director of several Group
subsidiaries and a Director of the
PGG Wrightson Employee Plan
Trustee Limited.
NICK BERRY
General Manager Retail & Water
Nick was appointed General
Manager Retail & Water in August
2019. Nick joined PGW as New
Business Growth Manager for
Agritrade in 2014 and over the last
five years has grown the business
substantially. Prior to joining
PGW, Nick was General Manager
for RD1 for eight years and prior
to that National Operations
Manager. Nick has an extensive
track record of experience at
general management level. Nick’s
strengths are leadership, business
management, along with strong
sales and service focus, backed up
with a strong affinity for retail and
the agribusiness sector.
JULIAN DALY
General Manager Corporate
Affairs
Julian is responsible for the
Group Strategy, Marketing, Legal,
Corporate Communications,
Business Services, and Investor
Relations functions for PGG
Wrightson Limited. He is also
Company Secretary and previously
held a number of responsibilities
including, General Manager of
PGG Wrightson Real Estate Limited
and Internal Audit. 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 was appointed 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 the position of Wool
Manager at Reid Farmers and Pyne
Gould Guinness Limited. Grant
more recently held roles with PGG
Wrightson being General Manager
Regions and Otago Regional
Manager, and General Manager
Insurance and Financial Services.
Grant has spent over 20 years
directly in the wool industry and
states, “once you have a passion
for wool it never leaves.”
PETER MOORE PETER NEWBOLD NATALIE THAIN NICK BERRY STEPHEN GUERIN GRANT EDWARDS PETER SCOTT JULIAN DALY
PETER MOORE
General Manager Livestock
Peter has been responsible for
the 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 Nobel 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.
NATALIE THAIN
General Manager Human
Resources (Acting)
Natalie was appointed into an
acting role, to cover maternity
leave, as General Manager
Human Resources in February
2019. Natalie leads our Change
Management, Human Resources
Shared Services, Human Resources
Business Partnering and Safety,
Wellbeing and Environment
functions. In this role she oversees
the PGW People Strategy with
the foundations of this being
performance, leadership and
culture. Natalie has worked in
a wide range of senior human
resource management consulting
and in-house roles both in New
Zealand and abroad with a
specialist focus in working with
Executive teams and Boards
on Business Transformation,
Organisational Design and
Change Management and
Leadership Development. In
addition to her human resources
and governance consulting,
Natalie is also an Independent
Director on a number of local
Boards including that of the
Crusaders.
IAN GLASSON
Chief Executive Officer
Ian was Chief Executive Officer and stepped down on 31 May 2019.
14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 15
The year
in review
The Company has two operating groups;
Retail & Water and Agency.
Harvest is complete at Matahiwi
Estate, near Masterton in late
March 2019.
Livestock
The largest business within the Agency
group is Livestock.
Livestock is principally an agency
business, with revenue predominantly
reflecting commissions earned on the
trading of livestock. Consequently, the
key drivers of business performance are
the volume and value of livestock traded.
The Operating EBITDA performance of the
Livestock business was back 7.8 percent
on their strong FY2018 result.
Livestock was down on earnings at the
half year mark and did not recover to
the extent expected over the second
half, despite strong sheep and beef
commodity pricing and demand.
Unfortunately, the effects of a wet spring
lingered and the added impact of a dry
autumn compounded already difficult
feed supply conditions at that time across
most of the country. This delayed the
finishing of sheep and cattle, with many
farmers holding onto stock through until
the late-autumn and into the winter
months.
Livestock tallies for all stock categories
across all sales channels were marginally
lower year on year. A key contributor to
the lower tallies was the effects of M bovis
on the dairy sector which impacted dairy
herd settlements and farmers trading
dairy beef.
The demand for Go products continues
to grow strongly, with the balance
peaking at $49.3 million during FY2019.
As a consequence, the total number of
stock cycling the scheme increased from
FY2018, with 309,035 sheep and 44,862
cattle entering the scheme this year. We
expect the demand for Go products to
continue to grow in the years ahead, so
we are considering alternative funding
options.
Innovation continues to be a focus for
the Livestock team with a major project
coming to fruition during the year. PGW’s
new online livestock trading channel,
bidr®, was delivered to market during
the last quarter of FY2019. bidr® has
the potential to be a gamechanger in
the livestock trading market with strong
interest from the industry to date. In
addition, digital tools for the highly
mobile Livestock team were delivered
throughout the year to keep agents up to
date with the latest market intelligence.
Livestock has continued its focus on its
people during FY2019. This year saw
the successful completion of the fourth
Livestock Trainee programme allowing
for graduates to take up positions around
the country. Keeping our people safe was
another key focus with resource added
to further support the health, safety and
wellbeing of the team.
The sale yards rationalisation project
continues with the focus being to create
efficiencies and enhance the welfare of
animals and the safety of our people.
Real Estate
The Real Estate business has been
challenged by a soft rural market due
to a number of factors but particularly
the changes to the application of the
Overseas Investment Act resulting in
a tightening of foreign investment
requirements. In addition, high farm
values, the impact of M bovis on the dairy
sector, along with increasingly regulatory
compliance requirements, and changes
to bank lending criteria impacted the Real
Estate result.
Despite these difficult conditions, the
business completed a number of market
leading sales in the horticulture and
sheep and beef sectors. The Lifestyle and
Residential sectors again performed well
with continued growth in both areas.
Wool
This year the Wool business was
negatively impacted by continued
depressed crossbred wool prices globally,
a reduction in the number of bales sold
compared to FY2018, and poor trading
conditions for the export business.
Last year’s strong result was buoyed by
the sale of stockpiled wool, whereas
this year’s result is more reflective of the
subdued market of FY2017.
Insurance and Finance Commissions
Our Insurance and Finance businesses
earn commissions from Aon Insurance
and Heartland Bank. These businesses
performed broadly in line with the
corresponding period last year.
PGW Livestock Area Manager
Maurice Stewart auctions a
pen of lambs at the Feilding
Saleyards in January 2019.
16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 17
2019 $M2018 $M
Revenue
193.8
200.6
Operating EBITDA
15.4
20.1
Our Agency group incorporates the Livestock, Wool and Real
Estate businesses, as well as our referral commissions for
insurance and finance services.
Agency’s Operating EBITDA was back 23.4 percent on last year.
Agency group
Our investment in technology and people
continues. The roll out of our new retail
point of sale system in the first quarter of
FY2019, along with the team progressing
the discovery phase of the e-commerce
project reflects the group’s focus on
technology. A key aspect of the group’s
strategy is its continued investment in its
people - with one of the key goals being
to enhance technical expertise which in
turn adds value to customers.
A factor in the reduction in Operating
EBITDA for the group was a claim event
noted in our half-year results in February
2019. A settlement was reached with
our supplier that partially compensated
PGW for the consequences arising from
the supply of their defective product
with a financial impact of approximately
$1.8 million that was not recovered. In
addition, higher fuel prices over the year
also impacted earnings in Retail & Water
along with other parts of our business.
Rural Supplies
The Rural Supplies business has a core
foundation centred on the agronomy
categories of agchem, seed and grain, and
fertiliser. We proudly position ourselves as
providing the best product and technical
advice to our customers, which in turn
adds value to the specific requirements
of their farming operation. We believe
the evidence of this is reflected in the
continued strong performance of our
market share in these agronomy input
categories.
Fruitfed Supplies
The strong performer within the Retail
& Water group continues to be Fruitfed
Supplies (Fruitfed).
Market conditions for the horticultural
sector remained positive throughout the
2018/2019 season despite some adverse
conditions at key pollination, growing and
harvesting periods.
For example, our export onion grower
customers in the Pukekohe area and
Canterbury region received strong
returns for their produce that market
commentators say is the best price they
have received in the last 30 years.
The development of orchards and
vineyards around the country continue
to drive revenue growth for Fruitfed.
In particular we have seen significant
development in Northland, a region
ideally suited to grow avocados,
grapes and pipfruit. This investment in
development by many of our customers
was offset slightly by a reduction in
demand of inputs for winery ingredients
for the 2019 vintage due to favourable
autumn climatic conditions during the
critical harvest period.
Agritrade
The Agritrade business continued its
growth year on year with revenue up on
the same period last year due to product
acquisition and increased distribution
services. Time Capsule sales were back on
FY2018 as conditions were not conducive
for facial eczema.
Looking forward, new product initiatives
are expected to deliver increased margin
to the group.
Water
The star performer in our Water business
was Advanced Irrigation Systems (AIS).
This business had an impressive year
due to an established growth strategy
around golf, landscape, sports turf and
horticulture with major developments
at prestigious sites such as the Royal
Auckland and Grange Golf Club and the
Millbrook Resort near Arrowtown. The
pleasing performance of AIS is set to
continue, with a number of major projects
in the pipeline.
Elsewhere in the Water business, the
performance continued to disappoint
largely due to a lack of on farm
development. Therefore, it was deemed
prudent to re-size the Water business’s
cost base. We believe that the benefits of
this restructing will flow into FY2020.
PGG Wrightson Technical Field Representative
Nikki Barbarich-Waikari inspects a paddock of
Clover Plantain with Rob Faulkner at Wairakaia
Station near Young Nick’s Head on the East Coast
in November 2018.
18 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 19
2019 $M2018 $M
Revenue
611.7
603.8
Operating EBITDA
19.6
23.8
The Retail & Water business incorporates Rural
Supplies, Fruitfed Supplies, Agritrade and Water.
Retail & Water’s Operating EBITDA was back $4.2
million on the record result of FY2018.
Retail & Water group
20 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 21
Just a short drive from the township of
Martinborough is the picturesque Birch
Hill Station, a sheep and beef breeding
operation. The 1604 hectare (1300
hectare effective) Station is owned by the
Baigent family and has been managed
by Stuart and Caroline Ross since March
1997.
Considered hard country, Birch Hill Station
includes steep hill land with some flats.
The Station runs 300 Hereford breeding
cows and 70 replacement heifers, along
with 6,100 Romney/Texel breeding ewes.
Birch Hill Station Manager Stuart Ross
describes their farming operation as
traditional sheep and beef breeding on
summer dry country. The male lambs are
all gone by the first week in December,
approximately 45 percent of these lambs
are sent to the works and the balance
sent store (the 2018 lambing season was
exceptional with 60 percent of the male
lambs sent to the works). All the white
face Angus Hereford steers are sold at
auction, with Hereford bull calves sold
on farm. Weaner white face heifers are
retained until the spring and sold privately
as a breeding proposition.
Stuart said, “Despite the land being prone
to drying out, we have a strong focus
on getting weight on capital stock and
optimising pasture. Our investment in
genetics over a number of years is really
paying off with an increase in scanning
and docking rates year on year, along
with improvements in weaning weights.
We keep pushing for better results and
we need to work with people who can
help us with that. That’s where the PGG
Wrightson (PGW ) livestock team come
into play with forward knowledge and
expertise in the market.”
“In the 22 years we have been here we
have been lucky enough to have had a
long-lasting relationship with Livestock
Agent Jim Brasell who retired a few years
ago, and more recently with Rihi Brown.
It’s good to work with a team you know
PGG Wrightson Livestock
Trainee Programme
This highly competitive 18-month
programme was developed to
provide successful applicants with
the exposure, education and hands-
on training to support a career as a
PGW Livestock Agent.
This nationally recognised
programme, which has successfully
attracted young people into the
livestock industry since 2016,
provides a well-rounded PGW
experience with short term
placements with livestock teams
in other regions, along with time
working alongside other PGW
business units such as Wool, Real
Estate, Water and Rural Supplies.
A long-lasting
relationship
continues
The Wairarapa is a region
of contrasts, featuring
rugged coastlines, fertile
plains and hard hill
country. The region is
well known for producing
quality sheep and beef
stock that move well o
the hills.
AGENCY
LIVESTOCK
and who knows how you operate. It
helps when they understand how we like
to get things done.”
“Rihi worked alongside Jim for a couple of
years before he became our agent, which
included his trainee tenure, so we knew
him well. The transition was seamless.
Rihi is positive and proactive. He looks for
opportunities,” said Stuart.
PGW Livestock Agent Rihi Brown was
born in Martinborough, so he knows the
farming community well. Rihi entered
the PGW livestock trainee programme
in November 2015. After his trainee
programme finished he remained
working alongside Jim until August
2017. At that time, he took over the area
formerly serviced by Jim, who retired. As
a sheep and beef specialist, Rihi services
customers in the South Wairarapa area
from Carterton to Martinborough to the
coast.
Rihi said, “It’s a dream job for me. I really
enjoy working alongside farmers and
seeing a range of farming operations.
Stuart and Caroline Ross are very good
operators and they are respected in the
community for producing exceptional
stock at Birch Hill Station which attracts
regular repeat buyers.”
“To be a livestock agent you need to
understand and respect how each
customer operates. It’s also important
to seek out opportunities for customers,
as every year brings different conditions
- so they need to modify their farming
operation to maximise those unique
climatic and market conditions. It’s
definitely a career I would recommend.
As I went through the training
programme, I got great support from
the local team. PGW have a network of
agents throughout the country so it’s
good to have that back up too,” Rihi said.
PGG Wrightson Livestock Agent Rihi Brown
and Stuart Ross of Birch Hill Station wean and
draft calves for the Masterton Weaner Sale in
late March 2019.
22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 23
Large-scale
operation demands
technical expertise
Awhi is an extensive operation comprising
sheep and beef, a dairy farm, forestry and
an apiary. The operation incorporates
eight stations with a total land area of
42,000 hectares (ha).
Awhi Business Manager Farming Siwan
Shaw said, “we run a large operation
with many moving parts, so we need
to partner with technical experts who
understand the complexity of our
operation. We have been working with
PGW for many years, across a number of
business units, but primarily with the rural
supplies (agronomy, pasture and cropping
technical expertise) and livestock teams.”
PGG Wrightson Technical Field
Representative Nathaniel Turner has
worked with Siwan and the station
managers for over four years.
Nathaniel said, “located within the Central
Plateau area, Awhi has the advantage
of nutrient rich volcanic soil, however
the topography ranges from flat highly
productive land including Whanganui
river flats (100 metres above sea level)
through to hard hill country (with an
altitude of up to 700 metres above sea
level). I work with the team to plan
and support a crop and agronomy
programme to suit the variation in
growing conditions across the farming
operation. Climatic conditions can be
extreme with very challenging summers
and wet, cold winters, so that’s another
factor we need to consider.”
“In early June every year, we start
preparing a crop management plan for
all eight stations for the year ahead. The
programme includes pasture and winter
cropping, along with trial crops. In mid/
late spring we sow pasture and in late
spring we sow winter feed including
brassica and fodder beet.”
“Collectively the eight stations annually
sow 900 ha of both short and long-term
pasture, and sow 650 ha of winter feed
(brassica and fodder beet). So, it’s busy all
year round.”
“Pasture and summer forages are grown
to increase livestock performance. Chicory
Ātihau Whanganui
Incorporation
Awhi, which was established
in 1970, comprises eight
stations.
The operation covers 42,000
ha (20,000 ha in farming
operation under pasture).
The farm runs 75,000 Romney
and Perendale breeding
ewes, 4,200 Angus breeding
cows and milks 700 Friesian
cows.
Produces its own brand of
honey from 2,400 beehives.
The farm’s established
woodlots cover 728 ha.
Awhi represents the interests
of over 9,000 shareholders.
RETAIL & WATER
TECHNICAL
PGW Technical Field Representative Nathaniel
Turner inspects a crop of Sovereign kale at
Awhi’s Tawanui Station in May 2019. The crop
is thriving at 700 metres above sea level in the
Station’s nutrient rich volcanic soil. The crop
was sown in early January and will be utilised
as winter feed in late July 2019.
Under the gaze of
Mount Ruapehu in the
Waimarino area in the
central North Island lies
the Ātihau Whanganui
Incorporation (known
as ‘Awhi’) farming
operation.
and clover swards provide a source of
high-quality feed which has the ability to
achieve higher growth rates in livestock
compared with a straight grass-based
system. A plantain/clover mix has been
adapted for a rich source of feed for
lambing and lactation to increase yields
at weaning (it is also used in the finishing/
fattening system).”
“Brassicas and fodder beet are sown
for high quality bulk winter feed where
feed demand is at its highest in periods
of pasture feed deficit. Cropping is also
part of Awhi’s pasture renewal process
which involves a two-year rotation from
existing under-performing pasture back
into a high performing pasture, which
contributes to an overall lift in farm
productivity,” said Nathaniel.
Siwan Shaw said, “Nathaniel understands
our business and provides technical
expertise that we don’t have within
our team. However, due to the scale
and complexity of our operation we
don’t expect Nathaniel to have all of the
answers. So, it’s great that PGW have a
team of technical experts who provide
Nathaniel with support when he needs
it, so he is able to draw on that expertise
and can come back to us with a solution
quickly.”
Nathaniel concludes, “Awhi’s team are
innovative and future focused, so we are
always planning ahead and thinking of
ways to further enhance what is already
a high performing operation. This makes
my job both challenging and rewarding
and I wouldn’t have it any other way.”
Working with PGW
Nathaniel Turner joined the PGW
team in a customer service role in
the Ohakune rural supplies store in
December 2011. He moved into a
Technical Field Representative role
four years later, servicing the wider
Ohakune area. Along with Nathaniel,
the Awhi team also work closely with
Senior Livestock Agent Simon Luoni.
It was a big change for the Gray family as
they had been farming in Southland since
1975. However, the move to Canterbury
gave them the opportunity to farm
together as a family, as their previous
properties had been spread over an
area of 15 kilometres. Barry and Richard
knew they could work smarter on one
property, but it had to be the right one.
Hakataramea Station was it.
When their move to Hakataramea Station
was complete, they turned their attention
to the sale of their remaining Southland
property, Crosslea Farm. Located 30
minutes from Edendale, the 265 hectare
farm was ideally suited to dairy support
and grazing.
The Gray family contacted PGG Wrightson
Southland Real Estate Manager Andrew
Patterson to market the property on
their behalf. Interest in the farm was
muted due to a number of factors
AGENCY
REAL ESTATE
PGG Wrightson Southland Real Estate Manager
Andrew Patterson takes a final look over Crosslea
Farm with vendors Barry and Heather Gray, the
day before their clearing sale in May 2019.
negatively impacting the dairy industry
at that time. With that in mind, the Gray
family decided to continue to farm the
property until the market picked up, with
Andrew continuing to monitor interest
and identify opportunities for the sale of
Crosslea Farm.
In 2016 the market picked up, so the Gray
family listed the property. Interest in
Crosslea Farm as a grazing unit to support
local dairy farmers increased partly due to
the effect of Mycoplasma bovis (M bovis)
in the Southland region – as it allowed
farmers to graze their animals on land that
was M bovis free.
Andrew fielded a number of enquiries,
resulting in the property being sold to
a local dairy farmer in November 2018.
Handover took place in May 2019.
Barry Gray said, “Southland is a close
community and we only work with
people who we trust and who have a
good reputation. Andrew is one of those
people. He’s straight up front and given
his extensive experience in the region we
knew he could manage the complexity
that M bovis may add to any potential
sale. While the farm wasn’t infected
with M bovis, there were a number of
conditions related to the sale that we had
to comply with.”
“We were all delighted with the outcome
Andrew got for us. The proceeds of the
sale will fund future development at
Hakataramea Station. Since we bought
the Station our family has grown with the
arrival of Ben, Sophie and Phoebe so these
funds will allow us to set up the farm for
the next generation too,” Barry said.
Andrew added, “Timing is everything in
real estate. While the Gray family had a
great property to market, the demand
wasn’t there in 2008. They were in a
fortunate position of being able to retain
and manage the land in the interim.
When the market did pick up, we got a
good price for the property, with both
vendor and buyer pleased with the
outcome.”
24 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 25
Working with PGW
Andrew Patterson is the PGG
Wrightson Southland Real Estate
Manager and has sold rural real
estate in Southland since 1993.
Prior to that he held the role of
Livestock Agent for 12 years with
the company.
Trust and reputation
results in a
successful outcome
In 2008 Barry and Heather Gray, their son Richard,
and his wife Juliet, bought Hakataramea Station
near Kurow in South Canterbury.
26 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 27
PGG Wrightson
in the community
PGW people have lived and worked alongside our
customers throughout rural New Zealand for over 160
years. As a result, we have been part of and supported
rural communities for multiple generations. Therefore,
we are proud to support a range of community and
industry events throughout the country.
Cash for Communities
The Cash for Communities programme is
run by PGW and Ballance Agri-Nutrients.
To date the programme has raised
over $500,000 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 and Ballance donated $1 to
the customer’s choice of community
programme.
The ninth season of Cash for Communities
ran in spring 2018, with over 300 farmers
registering a community programme of
their choice, raising over $19,000. Tatuanui
School near Morrinsville was one of the
recipients of this year’s programme,
with the students also receiving three
iPads for being the school with the most
nominations in the North Island.
Supporting the Horticulture Sector
Fruitfed Supplies has a long association
with the Young Horticulturalist, Young
Grower of the Year and Young Viticulturist
of the Year competitions.
IHC Calf and Rural Scheme
PGG Wrightson Livestock and the IHC
have enjoyed a close working relationship
for over 30 years to jointly deliver the IHC
Calf & 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. The amount
raised to date totals more than $37
million.
However, the format of the Scheme
which ran in FY2019 differed to previous
years due to the risk of the Scheme
spreading M bovis. In July 2018 the IHC, in
consultation with the Ministry for Primary
Industries and PGG Wrightson Livestock,
made the difficult decision to ask farmers
to donate a ‘virtual calf ’ or to organise
transport for calves to sale themselves.
This new approach resulted in less funds
achieved compared with previous years,
yet despite those challenges $760,000
was donated by farmers to the IHC.
In addition to our support of IHC, the
Livestock business supports a number of
sheep and beef associations, along with a
number of livestock competitions across
New Zealand.
Supporting industry events, A&P
Shows and regional field days
National Shearing Circuit
PGG Wrightson Wool is proud to support
our country’s shearers through the
National Shearing Circuit sponsorship.
The PGG Wrightson Wool National
Shearing Circuit is a prestigious
competition celebrating excellence in the
skill of shearing. The competition is made
up of heats held across New Zealand
between September and March, with
the final held at the Golden Shears in
Masterton in March each year.
The 2019 PGG Wrightson Wool National
Shearing Circuit overall winner was
Paerata Abraham from Masterton.
A&P Shows, regional field days and
Fieldays NZ
PGW is proud to be involved with
numerous Agricultural and Pastoral shows
(A&P) and field days throughout the
year. These events bring the local rural
community together and provide us with
the opportunity to acknowledge the
ongoing support of our customers.
This year, we were delighted to win the
award for the best large site and the
Hamish Reid Memorial Trophy for the
Best Overall Site at the South Island
Agricultural Field Days.
Supporting Māori Excellence in
Farming
The Ahuwhenua Trophy, Te Puni Kōkiri
Excellence in Māori Farming Award
acknowledges and celebrates business
excellence in New Zealand’s pastoral
sector (to date alternating each year
between dairy and sheep and beef with
horticulture to be included from 2020).
The 2019 sheep and beef competition
was won by Eugene and Pania King of
Kiriroa Station near Gisborne.
Luka Erikson enjoys spending
time with a calf born on his aunty’s
Southland dairy farm.
28 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 29
RGT Planet barley (foreground)
and Nomad white clover
(background) thrive at the
Redfern family’s Aberdeen Farm
on the banks of the Rakaia River
in December 2018.
PGG Wrightson’s purpose
is to help grow the
country. To achieve
this purpose, we must
do the right thing by
our shareholders, our
people, our customers
and ultimately for the
benet of our country and
environment.
PGW has been part of rural New Zealand
for over 160 years and we take pride in
our stewardship role in conjunction with
our customers and stakeholders to ensure
that the agricultural sector continues
to prosper in a sustainable way for the
generations to come.
PGW’s overall strategy and framework
for environmental and social reporting
remains under development as this area
rapidly evolves, however PGW has a
number of current initiatives in place to
assist us in achieving our purpose.
Some of the initiatives we have in place
across the three key areas of reporting are:
Environmental
Using, trialling and investing in
technological innovation and
developments in both our own
activities and in the products and
services that we sell, to help reduce
our own environmental impact and
that of our customers, and improve
efficient and sustainable agriculture
methods.
Investment in training and upskilling
of our technical team, who are expert
in the areas of agronomy, soil science,
horticulture and animal health.
Adopting and modelling best practice
animal welfare methods in our
Livestock business, including working
closely with the Ministry of Primary
Industries (MPI) to help develop
industry policy and regulation and
ensure compliance. An example is
the development and use of MPI’s fit
for transport app to improve animal
welfare.
Launching our online livestock
trading channel, bidr®, in the third
quarter of FY2019 which we expect
will contribute positively to reduced
unnecessary transport of livestock,
resulting in less disease transmission,
enhanced animal welfare and better
efficiencies.
Embarking on a review of saleyard
efficiency and utilisation.
Making available the latest irrigation
technology to allow for efficient use
of water and technological innovation
to reduce the operating noise of frost
machines.
Implementing a new supply chain
risk assessment tool in our Agritrade
wholesale product business
regarding supplier selection and
product sourcing and manufacturing,
developed in accordance with New
Zealand Food Safety Authority Good
Manufacturing Practice and MPI
compliance requirements.
Refining our Approved Handler
policies for hazardous chemicals.
Reviewing our own energy use,
waste, pollution and natural resource
conservation in our procurement,
property and fleet functions, including
implementing a recycling process for
cardboard and paper at all PGW and
Fruitfed Supplies stores.
Continuing to support the Agrecovery
recycling programmes.
Social
Health, safety and wellbeing is a key
focus of our Board, our Executive team
and our people, with a number of
new initiatives as outlined on page 7.
PGW has a series of human resources
policies which reference and are
actively compliant with current
New Zealand employee and health
and safety legislation, supported by
our Code of Conduct and our core
company values – accountability,
leadership, integrity, smarter and
teamwork.
PGW proudly supports the rural
communities in which we operate
with a number of community and
sponsorship arrangements as set out
on page 27.
In supply chain management,
our supplier contracts insist on
compliance with specified human and
social standards including working
conditions, ethical behaviour, anti-
bribery, no child labour etc.
Governance
PGW applies best practice governance
and risk management procedures,
including:
PGW uses accurate and transparent
accounting methods.
Shareholders are given an opportunity
to vote on important issues.
Governance measures as outlined in
PGW’s Corporate Governance and
Board Charter on page 78.
Changes to nancial reporting
Our nancial reporting has changed as a result of the sale of the Seed & Grain business to DLF Seeds A/S.
The key change is:
For the statement of prot or loss, we have removed the impact of Seed & Grain from the respective prot
or loss lines and disclosed Seed & Grain’s result in a separate discontinued operations line. Note that this
treatment also applies to the comparative period.
Please note that the statement of cash ows includes the Seed & Grain business (up until the date of sale) and
the comparative period statement of nancial position (balance sheet) includes the Seed & Grain business.
Key Financial Disclosures
For the year ended 30 June 2019
Environmental, Social and
Governance Reporting
KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED
STATEMENT OF PROFIT OR LOSS
For the year ended 30 June 2019
30 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 31
PGG WRIGHTSON LIMITED
DIRECTORS’ RESPONSIBILITY STATEMENT
FOR THE YEAR ENDED 30 JUNE 2019
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 2019 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 31 to 74 for the year ended 30 June 2019.
The financial statements contained on pages 31 to 74 have been authorised for issue on 12 August 2019.
For and on behalf of the Board.
Rodger Finlay David Cushing
Chairman Director and Audit Committee Chairman
2019 2018*
NOTE $000 $000
Continuing operations
Operating revenue 1 809,255 808,695
Cost of sales 2 (589,714) (588,600)
Gross profit 219,541 220,095
Other income 241 221
Employee expenses (123,311) (117,935)
Other operating expenses 3 (72,006) (67,794)
Equity accounted earnings/(losses) of investees (40) (72)
Operating EBITDA 24,425 34,515
Non-operating items (4,482) 136
Holidays Act 2003 remediation costs 18 2,303 (7,160)
Impairment and fair value adjustments 4 (3,187) (1,086)
Depreciation and amortisation expense (9,362) (6,918)
EBIT
9,697 19,487
Net interest and finance costs 5 (6,067) (6,901)
Profit from continuing operations before income tax 3,630 12,586
Income tax benefit/(expense) 6 370 (3,582)
Profit from continuing operations, net of income tax 4,000 9,004
Discontinued operations
Results from discontinued operations, net of income tax 7 (6,475) 9,883
Gain on sale of discontinued operations, net of income tax 7 134,281 –
Profit from discontinued operations, net of income tax 7 127,806 9,883
Net profit after tax 131,806 18,887
Profit attributable to:
Shareholders of the Company 131,123 17,964
Non-controlling interest 683 923
Net profit after tax 131,806 18,887
Earnings per share
Basic earnings per share (New Zealand Dollars) 8 0.174 0.024
Continuing operations
Basic earnings per share (New Zealand Dollars) 8 0.005 0.012
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
The accompanying notes form an integral part of these financial statements.
David Cushing
KEY FINANCIAL DISCLOSURES
32 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 33
PGG WRIGHTSON LIMITED
SEGMENT REPORT
For the year ended / as at 30 June 2019
(a) Operating Segments
Following the sale of Seed & Grain and its reclassification to
discontinued operations, the Group has two primary operating
segments, Agency and Retail & Water, which are the Group’s strategic
divisions. Agency and Retail & Water operate within New Zealand.
The two operating segments offer different products and services,
and are managed separately because they require different skills,
technology and marketing strategies. There is 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.
The Group’s segments are described below:
– Agency: Includes rural Livestock trading activities, Export
Livestock, Wool, Insurance, Real Estate and Finance Commission.
– Retail & Water: Includes the Rural Supplies and Fruitfed retail
operations, PGG Wrightson Water, PGW Consulting, Agritrade and
ancillary sales support, supply chain and marketing functions.
– Other: Other non-segmented amounts relate to certain Group
Corporate activities including Governance, Finance, Treasury, HR
and other support services (including corporate property services)
and include consolidation/elimination adjustments.
– Discontinued operations: Pertains to PGG Wrightson Seeds
Holdings Limited together with its subsidiaries and investments
in jointly controlled entities (formerly the Seed & Grain segment),
and PGW Rural Capital Limited. Seed & Grain includes Australasia
(New Zealand and Australian manufacturing and distribution of
forage seed and turf, sale of cereal seed, grain trading, international
trading and seed production), 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 &
Grain (research and development and corporate seeds).
Assets and liabilities allocated to each business unit combine to form
total assets and liabilities for the Agency and Retail & Water business
segments. Certain other assets and liabilities are held at a Corporate
level including those for the Corporate functions noted above.
The profit/(loss) for each business unit combines to form total profit/
(loss) of the Agency and Retail & Water business segments. Certain
other revenues and expenses are recorded at the Corporate level for
the Corporate functions noted above.
”Other” cost allocation
The Group applies an allocation methodology which allocates certain
corporate costs to an operating segment where they can be directly
attributed to that segment or based on the use of the following
methods:
– IT hardware, support, licence and other costs are attributed based
on a per user basis.
– Property costs which are not directly attributable are allocated on a
property space utilisation basis.
– Business operations costs (Accounts Payable, Accounts Receivable,
Call Centre) are allocated based on FTE usage by each operating
segment or transactional volumes. Credit Services costs are
allocated based on the operating segment to which overdue
accounts relate.
Other costs including non-operating items, impairment and 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 across the operating segments. The Group Finance, Risk
and Assurance, Treasury, HR, Credit and the Executive Team functions
continue to be reported outside of the operating segments.
(b) Geographical Segment Information
Following the sale of Seed & Grain and its reclassification to
discontinued operations, the Group operates within New Zealand only
and its revenue is primarily derived from New Zealand.
PGG WRIGHTSON LIMITED
STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2019
2019 2018
NOTE $000 $000
Net profit after tax 131,806 18,887
Other comprehensive income/(loss) for continuing operations
Items that will never be reclassified to profit or loss
Changes in fair value of equity instruments 21 –
Remeasurements of defined benefit liability 19 (6,101) 2,746
Deferred tax on remeasurements of defined benefit liability 6 703 (961)
(5,377) 1,785
Items that are or may be reclassified to profit or loss
Foreign currency translation differences for foreign operations (884) 6,408
(884) 6,408
Other comprehensive income/(loss) for the period, net of income tax (6,261) 8,193
Other comprehensive income/(loss) for discontinued operations
Changes in asset revaluation reserve 403 –
403 –
Total comprehensive income for the period 125,948 27,080
Total comprehensive income/(loss) attributable to:
Shareholders of the Company 125,282 26,307
Non-controlling interest 666 773
Total comprehensive income for the period 125,948 27,080
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
34 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 35
PGG WRIGHTSON LIMITED
SEGMENT REPORT CONTINUED
For the year ended / as at 30 June 2019
(c) Operating Segment Information
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L
2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695
Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515
Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136
Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)
Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)
Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)
EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487
Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)
Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586
Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)
Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004
Discontinued operations – – – – – – 127,806 9,883 127,806 9,883
Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887
Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687
Investment in equity accounted investees – – – – 71 59 – 14,264 71 14,323
Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616
T
otal segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626
Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)
Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 37
PGG WRIGHTSON LIMITED
RECONCILIATION OF PROFIT AFTER TAX
WITH NET CASH FLOW FROM OPERATING ACTIVITIES
For the year ended 30 June 2019
2019 2018
$000 $000
Net profit after tax 131,806 18,887
Add/(deduct) non-cash/non-operating items:
Depreciation, amortisation and impairment 13,891 12,974
Fair value adjustments 4,079 3,877
Net (profit)/loss on sale of assets/investments (134,218) (1,746)
Bad debts written off (net) 2,519 429
Change in deferred taxation 2,111 (1,114)
Earnings from equity accounted investees 6,412 1,885
Defined benefit expense (817) 142
Effect of foreign exchange movements (5,879) 3,618
Pension contributions (operating cash) not expensed through profit and loss (10,274) (2,842)
Other non-cash/non-operating items (2,357) (2,491)
7,273 33,619
Add/(deduct) movement in working capital items:
Change in working capital due to sale/purchase of businesses (199,376) (2,683)
Change in working capital due to balance sheet reclassification (24,957) –
Change in inventories and biological assets 176,575 (7,374)
Change in accounts receivable and prepayments 110,893 (45,081)
Change in trade creditors, provisions and accruals (112,759) 19,360
Change in income tax payable/receivable (4,997) 3,326
Change in other current assets/liabilities (1,653) 4,599
(56,274) (27,853)
Net cash flow from operating activities
(49,001) 5,766
The accompanying notes form an integral part of these financial statements
PGG WRIGHTSON LIMITED
STATEMENT OF CASH FLOWS
For the year ended 30 June 2019
2019 2018
NOTE $000 $000
Cash flows from operating activities
Cash was provided from:
Receipts from customers 1,226,807 1,214,939
Dividends received 2 3
Interest received 6,399 5,225
1,233,208 1,220,167
Cash was applied to:
Payments to suppliers and employees (1,248,659) (1,190,563)
Lump sum contributions to defined benefit plans (ESCT inclusive) (10,274) (2,842)
Interest paid (8,322) (8,550)
Income tax paid (14,954) (12,446)
(1,282,209) (1,214,401)
Net cash inflow/(outflow) from operating activities (49,001) 5,766
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and assets held for sale 624 3,407
Cash acquired on purchase of investments 1,523 –
Net proceeds from sale of investments 425,851 111
427,998 3,518
Cash was applied to:
Purchase of property, plant and equipment (11,571) (15,183)
Purchase of intangibles (4,934) (7,974)
Investment sale costs (6,799) –
Cash disposed on sale of investments (25,414) –
Net cash paid for purchase of investments – (1,215)
(48,718) (24,372)
Net cash inflow/(outflow) from investing activities 379,280 (20,854)
Cash flows from financing activities
Cash was provided from:
Increase in external borrowings and bank overdraft – 42,499
Repayment of loans by related parties – 3,441
– 45,940
Cash was applied to:
Share repurchase and cancellation (6) –
Dividends paid to shareholders (15,267) (28,570)
Dividends paid to minority interests (1,189) (759)
Repayment of external borrowings and bank overdraft (114,252) –
(130,714) (29,329)
Net cash inflow/(outflow) from financing activities (130,714) 16,611
Net increase/(decrease) in cash held 199,565 1,523
Opening cash 10,926 9,403
Cash and cash equivalents 9 210,491 10,926
The accompanying notes form an integral part of these financial statements.
KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2019 | 3938 | PGG WRIGHTSON LIMITED
Additional Financial Disclosures
including Notes to the Financial Statements for the year ended 30 June 2019
PGG WRIGHTSON LIMITED
STATEMENT OF FINANCIAL POSITION
As at 30 June 2019
2019 2018
NOTE $000 $000
ASSETS
Current
Cash and cash equivalents 9 210,491 10,926
Short-term derivative assets
10 614 827
Trade and other r
eceivables 11 145,881 267,627
Finance receivables
– 733
Go livest
ock receivables
12 47,754 39,419
Assets classified as held for sale
2,326 2,616
Biological assets
35 911
Inventories
13 85,969 262,538
Other in
vestments 15 – 30
Intangible assets
16 2,222 2,641
Total curr
ent assets
495,292 588,268
Non-curr
ent
Long-term derivative assets 10 387 20
Biological assets
12 –
Def
erred tax asset 6 9,976 16,259
Investments in equity accounted investees
71 14,323
Other in
vestments
15 470 2,520
Intangible assets
16
14,644
13,017
Pr
operty, plant and equipment 17 44,702 124,220
Total non-
current assets
70,262
170,359
T
otal assets
565,554 758,626
LIABILITIES
Curr
ent
Debt due within one year
9 2,680 30,806
Short
-term derivative liabilities 10 280 3,645
Accounts payable and accruals
18 155,903 267,096
Income tax pa
yable 851 6,751
Defined benefit liability
19 – 905
Total curr
ent liabilities
159,714 309,203
Non-curr
ent
Long-term debt 9 – 149,205
Long-t
erm derivative liabilities
10 62 966
Other long-t
erm provisions
18 1,631 2,121
Defined benefit liabilit
y
19 5,883 9,669
Total non-
current liabilities 7,576 161,961
Total liabilities
167,290 471,164
EQUITY
Share capital
30 606,318 606,324
Reser
ves 30 10,424 8,647
Retained earnings
30 (218,478) (329,987)
Total equit
y attributable to shareholders of the Company
398,264 284,984
Non-controlling interest
–
2,478
Total equit
y
398,264 287,462
Total liabilities and equity
565,554 758,626
The accompanying notes form an integral part of these financial statements.
PGW Technical Field Representative
Nathaniel Turner catches up with Keith
Donald, Tawanui Station’s Stock Manager
on farm near Ohakune in June 2019.
40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 41
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
2 COST OF SALES
2019 2018*
NOTE $000 $000
Cost of Sales includes the following items by nature:
Depreciation and amortisation 182 172
Employee benefits including commissions 30,710 32,420
Inventories, finished goods, work in progress, raw materials and consumables 13 483,853 472,912
Other 74,969 83,096
589,714 588,600
3 OTHER OPERATING EXPENSES
2019 2018*
$000 $000
Other operating expenses includes the following items:
Audit of annual financial statements of the Company - KPMG** 290 276
Other non-audit services provided by KPMG:
– Trust account audit of PGG Wrightson Real Estate Limited 12 12
– Review of charging group consolidation for bank syndicate 2 2
Directors’ fees 718 767
Donations 1 1
Doubtful debts – (decrease)/increase in provision for doubtful debts 1,072 529
Net doubtful debts – bad debts written off/(recovered) 485 (543)
IT & telecommunications costs 9,829 10,719
Marketing 4,037 4,195
Motor vehicle costs 6,588 5,700
Rental and operating lease costs 21,904 22,041
Occupancy costs (excluding rental and operating lease) 5,027 5,129
Other staff costs 7,546 6,416
Other expenses 14,495 12,550
72,006 67,794
** The Group has paid additional fees to KPMG which have been disclosed separately within the results of discontinued operations. These additional
amounts are:
– FY19: $0.34 million for the audit of PGG Wrightson Seeds Holdings Limited’s balance sheets as part of the sale of the Seed & Grain segment and for the
audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.
– FY18: $0.13 million for the audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.
4 IMPAIRMENT AND FAIR VALUE ADJUSTMENTS
2019 2018*
$000 $000
Biological assets (26) (16)
Impairment – Property, plant and equipment (2,260) (1,070)
Impairment – Assets held for sale (181) –
Impairment – Investment in equity accounted investee (720) –
(3,187) (1,086)
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
1 OPERATING REVENUE
2019 2018*
$000 $000
Sales 677,453 666,855
Commissions 105,355 107,368
Construction contract revenue 20,985 29,627
Interest revenue on Go livestock product receivables 3,900 3,397
Debtor interest charges 1,562 1,448
Total operating revenue 809,255 808,695
Income Recognition Accounting Policies
NZ IFRS 15 Revenue from Contracts with Customers
The Group has initially applied NZ IFRS 15 from 1 July 2018. Comparatives have been restated to reflect the requirements for this new
standard.
The effect of applying this standard is the reclassification of $2.16 million of rebate expense from Cost of Sales to Sales Revenue for the year
ended 30 June 2019 (2018: $2.36 million). There is no impact to Retained Earnings upon the adoption of this standard.
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 at a point in time when the single performance obligation is satisfied and control has been transferred to the buyer,
which is generally upon delivery. Control is transferred when the risks and rewards of ownership has been transferred to the customer,
the 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.
The Group offers a range of payment terms, and in some cases can be up to 12 months. The Company does not recognise a financing
element for contracts with terms of 12 months or less.
When part of the Group’s performance obligation in selling its products is to arrange freight and/or insurance, the Group is considered to be
acting as an agent and these costs are recognised net against freight recoveries.
The Group offers warranties and returns as required by New Zealand law and/or per the terms and conditions of the contracts with
customers. The Group recognises the obligations under these warranties as a provision.
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.
Revenue is recognised at a point in time upon completion of service.
Construction Contract Revenue
Construction services are provided to customers in the Water business. Most contracts contain a single performance obligation. The size
and duration of the contracts can vary significantly and customers are invoiced as work progresses.
The Group accounts for revenue over time, which best depicts the pattern of transfer of the construction services to the customer. The
Group uses an input method to recognise revenue based on a percentage of cost completed.
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.
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
Refer to
Accounting
Policies
– page 45.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
6 INCOME TAXES
2019 2018*
$000 $000
(a) Income tax expense recognised in Profit or Loss
Current tax benefit/(expense)
Current year 1,982 (5,898)
Adjustments for prior years 612 40
2,594 (5,858)
Deferred tax benefit/(expense)
Origination and reversal of temporary differences (2,559) 1,999
Adjustments for prior years 335 277
(2,224) 2,276
Income tax benefit/(expense)
370 (3,582)
2019 2018*
$000 $000
Profit from continuing operations before income tax 3,630 12,586
Income tax using the Company’s domestic tax rate (1,016) (3,524)
Non-deductible expenditure (768) (1,157)
Tax exempt income and defined benefit scheme contributions 1,037 501
Tax credits 170 281
Over/(under) provided in prior years 947 317
Income tax benefit/(expense)
370 (3,582)
(b) Income tax recognised directly in equity
2019 2018*
$000 $000
Deferred tax on movement of actuarial gains/losses on employee benefit plans 703 (961)
Deferred tax on transition adjustment upon adoption of NZ IFRS 9 126 –
Total income tax (expense)/benefit recognised directly in equity 829 (961)
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
5 INTEREST FINANCE INCOME AND EXPENSE
2019 2018*
$000 $000
Finance income contains the following items:
Other interest income 771 214
Finance income 771 214
Interest funding contains the following items:
Interest on loans and overdrafts (4,928) (3,857)
Net interest on interest rate derivatives (761) (533)
Fair value change on interest rate derivatives 535 (42)
Effective interest on defined benefit pension ESCT payments (299) (401)
Other interest expense (312) (32)
Bank facility fees (1,885) (1,215)
Interest funding expense (7,650) (6,080)
Foreign exchange contains the following items:
Net gain/(loss) on foreign denominated items (423) 13
Fair value change on foreign exchange derivatives 1,235 (1,048)
Foreign exchange income/(expense) 812 (1,035)
Net interest and finance costs
(6,067) (6,901)
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 or 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.
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43
Refer to
Accounting
Policies
– page 45.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
6 INCOME TAXES CONTINUED
(d) Unrecognised tax losses and temporary differences
At 30 June 2019, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2018: $7.44 million and $2.64
million, respectively). The unrecognised deferred tax assets in the comparative period relate to the Australian and South American subsidiaries of
the Group sold during the current period.
(e) Imputation credits
The Group has $7.1 million imputation credits as at 30 June 2019 (2018: $3.58 million). This balance includes the third provisional tax instalment
made in July 2019 in respect of the year ended 30 June 2019.
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.
7 DISCONTINUED OPERATIONS
(a) Seed & Grain segment
On 1 May 2019, the Group settled the sale of shares of its subsidiary, PGG Wrightson Seeds Holdings Limited. The share sale represents the sale
of the Group’s Seed & Grain segment. The sale price was $425.82 million and included interest of $12.58 million. The gain on sale (net of tax) of
$134.28 million is included within profits from discontinued operations.
In the Statement of Profit or Loss for both the current and comparative periods, the result for the Seed & Grain segment is shown within
discontinued operations and is disclosed separately from continuing operations.
(b) PGW Rural Capital Limited (PGWRC)
The discontinued operations also pertain to the Group’s wholly owned subsidiary, 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.
6 INCOME TAXES CONTINUED
(c) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ASSETS ASSETS LIABILITIES LIABILITIES NET NET
2019 2018 2019 2018 2019 2018
$000 $000 $000 $000 $000 $000
Property, plant and equipment 818 – – (162) 818 (162)
Intangible assets – – (759) (97) (759) (97)
Employee benefits 6,294 10,689 – – 6,294 10,689
Provisions 3,623 5,596 – (718) 3,623 4,878
Other items – 951 – – – 951
Deferred tax asset/(liability) 10,735 17,236 (759) (977) 9,976 16,259
RECOGNISED RECOGNISED IN RECOGNISED IN
IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /
BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE
1 JUL 2018 CONTINUING DISCONTINUED INCOME EARNINGS SUBSIDIARIES 30 JUN 2019
$000 $000 $000 $000 $000 $000 $000
Property, plant (162) 1,175 (983) – – 788 818
and equipment
Intangible assets (97) (524) 2,600 – – (2,738) (759)
Employee benefits 10,689 (3,973) (329) 703 – (796) 6,294
Provisions 4,878 1,098 (2,582) – 126 103 3,623
Other items 951 – – – – (951) –
16,259 (2,224) (1,294) 703 126 (3,594) 9,976
RECOGNISED RECOGNISED IN RECOGNISED IN
IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /
BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE
1 JUL 2017 CONTINUING DISCONTINUED INCOME EARNINGS SUBSIDIARIES 30 JUN 2018
$000 $000 $000 $000 $000 $000 $000
Property, plant (518) 236 120 – – – (162)
and equipment
Intangible assets (455) 269 89 – – – (97)
Employee benefits 9,635 1,421 594 (961) – – 10,689
Provisions 5,096 350 (568) – – – 4,878
Other items 1,387 –
(436) – – – 951
15,145 2,276 (201) (961) – – 16,259
44 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 45
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
7 DISCONTINUED OPERATIONS CONTINUED
(e) Effect of disposal on the financial position of the Group
2019
$000
Cash and cash equivalents (25,414)
Trade and other receivables (166,011)
Inventories (207,875)
Fixed assets (including property, plant & equipment, intangibles and goodwill) (103,027)
Other assets (5,076)
Short-term debt 33,118
Accounts payables and accruals 163,458
Term debt 3,859
Other liabilities 30,921
Net assets and liabilities sold (276,047)
less Minority interest 2,101
Foreign currency translation reserve gain/(loss) taken to profit or loss (3,742)
(277,688)
Consideration received satisfied in cash 425,851
Gain on sale 148,163
less Transaction costs (10,361)
less Tax on interest received (3,521)
Gain on sale, net of income tax 134,281
(f ) Agimol Corporation S.A. (AgroCentro Group)
In the period to 31 August 2018, the Group impaired its investment in Agimol Corporation S.A. (AgroCentro Group) by $6.00 million (US$3.64
million). This brought the fair value of the Group’s equity accounted interest in the AgroCentro Group as at 31 August 2018 to $5.83 million
(US$3.95 million). This fair value was supported by the value attributed to the AgroCentro Group as part of the sale of PGG Wrightson Seeds
Holdings Limited.
On 31 August 2018, the Group increased its investment in Agimol Corporation S.A. (AgroCentro Group) from 50% to 100% and obtained control of
the AgroCentro Group. As a result of obtaining control of the company from 31 August 2018, the Group has consolidated the AgroCentro Group.
Upon consolidation, the Group recorded goodwill of $13.74 million (USD 9.27 million), representing the difference between the fair value of the
net liability acquired of $6.66 million (US$4.47 million), the pre-existing equity interest held of $5.83 million (US$3.95 million) and the consideration
provided of $1.25 million (USD 0.85 million). An impairment of $1.25 million (US$ 0.85 million) was then recorded against the goodwill to align the
carrying value of the AgroCentro Group to that supported by the sale of PGG Wrightson Seeds Holdings Limited of $5.83 million (US$3.95 million).
The goodwill of $12.55 million (US$8.42 million), along with the assets and liabilities of the AgroCentro Group, were subsequently sold as part of
the sale of PGG Wrightson Seeds Holdings Limited.
7 DISCONTINUED OPERATIONS CONTINUED
(c) Results from discontinued operations were as follows:
SEED & GRAIN PGWRC TOTA L
PERIOD TO
30 APRIL 2019 2018 2019 2018 2019 2018
$000 $000 $000 $000 $000 $000
Total segment revenue 434,338 449,495 – 1 434,338 449,496
Intersegment revenue (63,675) (63,532) – – (63,675) (63,532)
Total external operating revenue 370,663 385,963 – 1 370,663 385,964
Total external cost of sales (259,681) (256,369) – – (259,681) (256,369)
Gross profit 110,982 129,594 – 1 110,982 129,595
Other operating expenses (90,503) (92,123) (117) 690 (90,620) (91,433)
Equity accounted earnings/(losses) of investees (6,372) (1,812) – – (6,372) (1,812)
Operating EBITDA 14,107 35,659 (117) 691 13,990 36,350
Non–operating items (1,867) (217) – – (1,867) (217)
Holidays Act 2003 remediation costs 338 (1,066) – – 338 (1,066)
Impairment and fair value adjustments (892) (2,790) – – (892) (2,790)
Depreciation and amortisation expense (3,287) (6,056) – – (3,287) (6,056)
EBIT 8,399 25,530 (117) 691 8,282 26,221
Net interest and finance costs (4,481) (7,261) – – (4,481) (7,261)
Result from discontinued activities before tax 3,918 18,269 (117) 691 3,801 18,960
Income tax benefit/(expense) (10,309) (8,878) 33 (199) (10,276) (9,077)
Result from discontinued activities, net of tax (6,391) 9,391 (84) 492 (6,475) 9,883
Gain on sale of discontinued operations
Gain on sale of discontinued operations before tax 137,802 – – – 137,802 –
Tax on gain on sale of discontinued operations (3,521) – – – (3,521) –
Gain on sale of Seed & Grain, net of tax 134,281 – – – 134,281 –
Total profit/(loss) from discontinued
activities, net of tax 127,890 9,391 (84) 492 127,806 9,883
Basic earnings per share (New Zealand dollars) 0.169 0.012 (0.000) 0.001 0.169 0.013
(d) Cash flows from discontinued operations
PERIOD TO
30 APRIL 2019 2018 2019 2018 2019 2018
$000 $000 $000 $000 $000 $000
Net cash from operating activities 2,210 (29,465) (418) (225) 1,792 (29,690)
Net cash from investing activities (4,238) (9,181) 758 5 (3,480) (9,176)
Net cash from financing activities 19,178 38,866 (340) 220 18,838 39,086
Net cash from/(used in) discontinued operations 17,150 220 – – 17,150 220
46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 47
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
9 CASH AND FINANCING FACILITIES
2019 2018
$000 $000
Cash and cash equivalents 210,491 10,926
Current financing facilities (2,680) (30,806)
Term financing facilities – (149,205)
Net interest-bearing (debt)/cash and cash equivalents
207,811 (169,085)
Go range of livestock product receivables 47,754 39,419
Cash and cash equivalents plus Go livestock receivables / (net interest-bearing
debt less Go livestock receivables) 255,565 (129,666)
New Zealand financing facilities
The Company fully repaid and cancelled its syndicated bank facilities during the year using the proceeds from the sale of the Seed & Grain
segment.
As at 30 June 2019, the Group had the following financing facilities. These senior secured facilities, which amount to $9.58 million, comprise:
– Guarantee and trade finance facilities of $6.08 million.
– Overdraft facilities of $3.50 million.
10 DERIVATIVE FINANCIAL INSTRUMENTS
2019 2018
$000 $000
Derivative assets held for risk management
Current 614 827
Non-current 387 20
1,001 847
Derivative liabilities held for risk management
Current (280) (3,645)
Non-current (62) (966)
(342) (4,611)
Net derivatives held for risk management 659 (3,764)
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.
8 EARNINGS PER SHARE AND NET TANGIBLE ASSETS
Basic earnings per share (EPS)
The calculation of basic EPS is based on the following profit attributable to ordinary shareholders and weighted average number of ordinary shares
outstanding. There are no dilutive shares or options (2018: Nil).
2019 2018
000 000
Issued ordinary shares at 30 June 754,839 754,849
Weighted average number of ordinary shares
Issued ordinary shares at 1 July 754,849 754,849
Effect of ordinary shares repurchased (5) –
Weighted average number of ordinary shares at 30 June 754,844 754,849
2019 2018*
$000 $000
Profit (net of tax) attributable to Shareholders of the Company 131,123 17,964
Profit from continuing operations (net of tax) attributable to Shareholders of the Company 4,000 9,004
Net tangible assets
Total assets 565,554 758,626
Total liabilities (167,290) (471,164)
less intangible assets (16,866) (13,017)
less deferred tax (9,976) (16,259)
Net tangible assets
371,422 258,186
2019 2018
$ $
Basic EPS 0.174 0.024
Basic EPS – continuing operations 0.005 0.012
Net tangible assets per share 0.492 0.342
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.
* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.
48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 49
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
11 TRADE AND OTHER RECEIVABLES
2019 2018
$000 $000
Accounts receivable 136,838 213,262
Trade receivables due from related parties – 25,827
136,838 239,089
less Provision for doubtful debts (4,635) (6,887)
Net accounts receivable 132,203 232,202
Other receivables and prepayments 13,678 35,425
145,881 267,627
Analysis of movements in provision for doubtful debts
Balance at beginning of year (6,887) (6,358)
Increase in provision upon adoption of NZ IFRS 9 (450) –
Increase in provision due to acquisition of subsidiary (4,956) –
Reduction in provision due to sale of Seed & Grain 9,683 –
Movement in provision (2,025) (529)
Balance at end of year
(4,635) (6,887)
The aging status of the accounts receivable at the reporting date is as follows:
TOTA L TOTA L
DEBTORS PROVISION DEBTORS PROVISION
2019 2019 2018 2018
$000 $000 $000 $000
Not past due 125,625 (1,403) 192,533 (20)
Past due 1 – 30 days 6,474 (41) 18,702 (95)
Past due 31 – 60 days 978 (20) 12,391 (81)
Past due 61 – 90 days 1,523 (987) 1,070 (32)
Past due 90 plus days 2,238 (2,184) 14,393 (6,659)
136,838 (4,635) 239,089 (6,887)
Trade and Other Receivables Accounting Policies
NZ IFRS 9 Financial Instruments
The Group has applied NZ IFRS 9 from 1 July 2018. The new standard changes how the impairment of financial assets are calculated from
an ‘incurred credit loss’ model to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates and forward-
looking analysis, the Group has recognised an additional provision of $0.45 million as at 30 June 2018 which is expensed directly to Retained
Earnings upon adoption of NZ IFRS 9.
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.
Accounts receivables include accrued interest. Specific provisions are maintained to cover identified doubtful debts.
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.
12 GO LIVESTOCK PRODUCT RECEIVABLES
The Group holds receivables in respect of its Go range of livestock products. The Go range allows 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 is recognised by the Group as interest
income over the respective contract period and is included within operating revenue of the Agency operating segment (refer to Note 1 Operating
Revenue).
2019 2018
$000 $000
Go livestock receivables – less than one year 47,754 39,419
Go livestock receivables – greater than one year – –
less Provision for doubtful debts – Go range of livestock receivables – –
47,754 39,419
The status of the Go range of livestock receivables at the reporting date is as follows:
NOT IMPAIRED IMPAIRED NOT IMPAIRED IMPAIRED
2019 2019 2018 2018
$000 $000 $000 $000
Not past due – Go range of livestock receivables 47,754 – 39,419 –
Past due 0 – 90 days – – – –
Past due 91 – 365 days – – – –
47,754 – 39,419 –
13 INVENTORY
2019 2018
$000 $000
Merchandise/finished goods 88,016 266,471
Work in progress 562 842
Less provision for inventory write down (2,609) (4,775)
85,969 262,538
During the year ended 30 June 2019, finished goods, work in progress, raw materials and consumables included in cost of sales in the Statement of
Profit or Loss amounted to $483.85 million (2018: $472.91 million) (refer Note 2 Cost of Sales).
During the year ended 30 June 2019, inventories written down to net realisable value amounted to $0.66 million (2018: $2.34 million; $1.4 million
excluding Seed & Grain). The write-downs are included in cost of sales in the Statement of Profit or Loss.
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.
50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 51
Refer to
Accounting
Policies
– page 54.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
14 GROUP ENTITIES
OWNERSHIP INTEREST
COUNTRY OF 2019 2018
SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %
Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%
NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Investments Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Real Estate Limited New Zealand PGG Wrightson Limited 100% 100%
PGW Rural Capital Limited New Zealand PGG Wrightson Limited 100% 100%
Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%
AgriServices South America Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Employee Benefits Plan Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
Bidr Limited New Zealand PGG Wrightson Limited 100% 0%
PGG Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits Plan
Trustee Limited 100% 100%
Ag Property Holdings Limited New Zealand PGG Wrightson Investments Limited 100% 100%
The subsidiaries of the Seed & Grain segment were sold on 30 April 2019 (refer to Note 7 Discontinued Operations) and are excluded from the
above listing.
15 OTHER INVESTMENTS
2019 2018
$000 $000
Current investments
BioPacificVentures – 30
– 30
Non-current investments
Advances to equity accounted investees – 150
Sundry other investments 470 2,370
470 2,520
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. The comparative period included investments pertaining to the Seed & Grain segment that were sold during the
current period.
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.
16 INTANGIBLE ASSETS
TRADEMARKS,
SOFTWARE PATENTS & RIGHTS GOODWILL TOTA L
$000 $000 $000 $000
Cost
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
Balance at 1 July 2018 29,015 3,194 – 32,209
Additions 7,442 131 – 7,573
Added as part of a business combination/amalgamation – – 13,741 13,741
Disposals and reclassifications (2,531) – – (2,531)
Disposed as part of a business disposal (4,983) (1,479) (13,741) (20,203)
Effect of movement in exchange rates (67) (28) – (95)
Balance at 30 June 2019
28,876 1,818 – 30,694
Amortisation and impairment losses
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
Balance at 1 July 2018 14,768 1,783 – 16,551
Amortisation for the year 4,978 23 – 5,001
Impairment – – 1,190 1,190
Disposals and reclassifications (2,647) – – (2,647)
Disposed as part of a business disposal (4,562) (493) (1,190) (6,245)
Effect of movement in exchange rates (8) (14) – (22)
Balance at 30 June 2019
12,529 1,299 – 13,828
Carrying amounts
At 1 July 2017 7,434 1,695 – 9,129
At 30 June 2018 14,247 1,411 – 15,658
At 1 July 2018 14,247 1,411 – 15,658
At 30 June 2019 16,347 519 – 16,866
The carrying amount includes software cost of $2.22 million included as a current asset (2018: $2.64 million).
52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 53
Refer to
Accounting
Policies
– page 56.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
16 INTANGIBLE ASSETS CONTINUED
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.
17 PROPERTY, PLANT AND EQUIPMENT
PLANT AND CAPITAL WORKS
LAND BUILDINGS EQUIPMENT PROJECT* TOTA L
$000 $000 $000 $000 $000
Cost
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)
Effect of movements in exchange rates 233 1,829 1,753 – 3,815
Balance at 30 June 2018
20,987 47,441 128,508 3,822 200,758
Balance at 1 July 2018 20,987 47,441 128,508 3,822 200,758
Additions 6 700 10,812 54 11,572
Added as part of a business combination/amalgamation 1,306 6,584 3,019 – 10,909
Disposals and transfers to other asset classes (71) (164) (2,142) – (2,377)
Disposed as part of a business disposal (8,741) (40,042) (89,019) (1,072) (138,874)
Effect of movements in exchange rates (304) (274) (1,500) – (2,078)
Balance at 30 June 2019
13,183 14,245 49,678 2,804 79,910
Depreciation and impairment losses
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)
Impairment – 1,070 – – 1,070
Effect of movements in exchange rates – 171 906 – 1,077
Balance at 30 June 2018
– 7,997 68,541 – 76,538
Balance at 1 July 2018 – 7,997 68,541 – 76,538
Depreciation for the year – 848 6,800 – 7,648
Depreciation recovered to COGS – – 182 – 182
Added as part of a business combination/amalgamation – 526 1,237 – 1,763
Disposals and transfers to other asset classes – (64) (1,766) – (1,830)
Disposed as part of a business disposal – (5,119) (44,686) – (49,805)
Impairment – 2,256 – – 2,256
Effect of movements in exchange rates – (104) (1,440) – (1,544)
Balance at 30 June 2019
– 6,340 28,868 – 35,208
Carrying amounts
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
At 1 July 2018 20,987 39,444 59,967 3,822 124,220
At 30 June 2019 13,183 7,905
20,810 2,804 44,702
* Capital works projects are recorded net of transfers to other asset classes.
Capital gains on the sale of property, plant and equipment of $0.20 million were recognised in non-operating items
in the current period (2018: $1.69 million).
54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 55
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
17 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.
18 TRADE AND OTHER PAYABLES
2019 2018
$000 $000
Trade creditors 96,802 147,134
Trade payables due to related parties – 4,822
Loyalty reward programme 1,015 1,177
Deposits received in advance 1,042 3,196
Accruals and other liabilities 41,854 81,725
Employee entitlements 16,821 31,163
157,534 269,217
Payable within 12 months 155,903 267,096
Payable beyond 12 months 1,631 2,121
157,534 269,217
Holidays Act 2003 – Remediation Costs
During the year ended 30 June 2018 the Group recognised a $8.06 million provision for remediation costs of historical liabilities under the Holidays
Act 2003. The Group has now completed the remediation work and as has made remediation payments to current staff and those terminated staff
for which the Group has been able to make contact with. Following these payments the remaining provision has been released apart from an
amount of $1.20 million which continues to be held in respect of terminated employees for which the Group is yet to make contact with.
Onerous lease
The Group has recognised a provision in respect of property leases entered into that are now considered onerous. An onerous provision of $1.88
million has been expensed within non-operating items and represents the Directors’ best estimate of the expected excess of costs over benefits
for the remaining term of the lease contracts.
Corporate Structure review
Following the divestment of the Seed & Grain business the PGW Board commenced a review of the corporate service model for the business. The
Group has recognised costs of $3.02 million, expensed through non-operating items, in respect of the recalibration. As at 30 June 2019, a provision
of $1.74 million was held and is included within accruals and other liabilities above.
56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 57
Refer to
Accounting
Policies
– page 60.
Refer to
Accounting
Policies
– page 60.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
19 DEFINED BENEFIT ASSET / LIABILITY
2019 2018
$000 $000
Present value of funded obligations (61,624) (66,814)
Fair value of plan assets 55,741 59,092
Net defined benefit asset / (liability)
(5,883) (7,722)
ESCT on committed contributions – short-term – (905)
ESCT on committed contributions – long-term – (1,947)
Total defined benefit asset / (liability) (5,883) (10,574)
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.
During 2017, the Group made a commitment to provide certain contributions over a five year period in order to bring the underlying plan to an
actuarial equilibrium position (calculated on a different basis to the IFRS amounts above). The plan reached actuarial equilibrium following the
cash contributions made in the period to 30 June 2019. Accordingly, no provision for ESCT on committed contributions remain.
2019 2018
% %
Group / Company Plan assets consist of:
Equities 54% 59%
Fixed interest 28% 31%
Cash 18% 10%
100% 100%
Plan assets included exposure to the Company’s ordinary shares of Nil (2018: Nil).
2019 2018
% %
Actuarial Assumptions:
Principal actuarial assumptions at the reporting date
(expressed as weighted averages):
Discount rate used (10 year New Zealand Government Bond rate) 1.57% 2.85%
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:
2019 2018
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 2019, the weighted average duration of the defined benefit obligation is 12.4 years for the PGG Wrightson Employee Benefits Plan.
19 DEFINED BENEFIT ASSET / LIABILITY CONTINUED
Sensitivity analysis
The sensitivity of the defined benefit obligation (DBO) to changes in the weighted principal assumption is:
2019 2019 2018 2018
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) 1,541 (1,849) 1,403 (1,537)
Salary growth rate (0.50% movement) (185) 123 (200) 200
Pension growth rate (0.25% movement) (801) 616 (601) 601
Life expectancy (1 year movement) (1,787) 1,787 (1,470) 1,470
2019 2018 2017 2016 2015
$000 $000 $000 $000 $000
Historical information
Present value of the defined benefit obligation (61,624) (66,814) (71,106) (73,417) (72,153)
Fair value of plan assets 55,741 59,092 58,835 52,702 57,498
(Deficit) / surplus in the plan (5,883) (7,722) (12,271) (20,715) (14,655)
The Group expects to pay $1.01 million in contributions to the defined benefit plan in 2020 (2019: expected $2.94 million and paid $6.68 million).
Member contributions are expected to be $0.65 million in 2020 (2019: expected $0.86 million and paid $1.27 million).
58 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 59
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Accounting
Policies
– page 65.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
19 DEFINED BENEFIT ASSET / LIABILITY CONTINUED
2019 2018
$000 $000
Movement in the liability for defined benefit obligations:
Liability for defined benefit obligations at 1 July 66,814 71,106
Benefits paid by the plan (14,044) (8,914)
Current service costs 842 858
Interest costs 1,734 2,010
Member contributions 1,268 1,170
Actuarial (gains)/losses recognised in other comprehensive income arising from:
(Gains)/losses from change in financial assumptions 3,797 510
Experience (gains)/losses 1,213 74
Liability for defined benefit obligations at 30 June
61,624 66,814
Movement in plan assets:
Fair value of plan assets at 1 July 59,092 58,835
Contributions paid into the plan 8,455 3,011
Member contributions 1,268 1,170
Benefits paid by the plan (14,044) (8,914)
Current service costs – –
Interest costs 1,623 1,677
Other Actuarial items recognised in other comprehensive income:
Expected return on plan assets (653) 3,313
Fair value of plan assets at 30 June 55,741 59,092
Expense recognised in profit or loss:
Current service costs 842 858
Interest 111 333
953 1,191
Recognised in non-operating items (817) 142
Recognised in Employee Expenses 1,770 1,049
953 1,191
Movements recognised in equity:
Cumulative gains/(losses) at 1 July (33,090) (34,645)
Net profit or loss impact from current period costs (953) (1,191)
Gains /(losses) recognised during the year (5,663) 2,729
ESCT provision (438) 17
Cumulative gains/(losses) at 30 June
(40,144) (33,090)
Employee Benets Accounting Policies
The Group’s net obligation with respect to defined benefit pension plans 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.
20 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 is 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.
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 no interest rate derivatives at balance date (2018: $78.0 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
its aim to ensure the Group has a stable diversified funding base without over-reliance on any one market sector.
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. This policy has not been
changed during the period.
60 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 61
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Accounting
Policies
– page 65.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
20 FINANCIAL INSTRUMENTS CONTINUED
Quantitative disclosures
(a) Liquidity Risk – Contractual Maturity Analysis
The following tables analyse the Group’s 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
2019
Liabilities
Debt 2,813 – – 2,813 2,680
Derivative financial instruments 280 62 – 342 342
Trade and other payables 96,802 – – 96,802 96,802
99,895 62 – 99,957 99,824
2018
Liabilities
Debt 41,041 163,231 – 204,272 180,011
Derivative financial instruments 3,645 62 – 4,611 4,611
Trade and other payables 151,956 – – 151,956 151,956
196,642 163,293 – 360,839 336,578
(b) 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
2019
Cash and cash equivalents – 1 1 1
Trade and other receivables 1,213 2,235 237 4,697
Trade and other payables (565) (5,122) (1,758) (1,991)
Net balance sheet position
648 (2,886) (1,520) 2,707
Forward exchange contracts
Notional forward exchange cover 9,483 1,585 (1,758) 21,356
Net unhedged position
(8,835) (4,471) 238 (18,649)
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
20 FINANCIAL INSTRUMENTS CONTINUED
(c) 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
2019
Liabilities
Debt 2,680 – – – 2,680
Derivative financial instruments – – – 342 342
Trade and other payables – – – 96,802 96,802
2,680 – – 97,144 99,824
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
(d) 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
2019
Assets
Cash and cash equivalents – – 210,491 210,491 210,491
Derivative financial instruments – 1,001 – 1,001 1,001
Trade and other receivables – – 132,203 132,203 132,203
Other investments – – 470 470 470
Go livestock receivables – – 47,754 47,754 47,754
– 1,001 390,918 391,919 391,919
Liabilities
Debt – – 2,680 2,680 2,680
Derivative financial instruments – 342 – 342 342
Trade and other payables – – 96,802 96,802 96,802
– 342 99,482 99,824 99,824
2018
Assets
Cash and cash equivalents – – 10,926 10,926 10,926
Derivative financial instruments – 847 – 847 847
Trade and other receivables – – 232,201 232,201 232,201
Other investments 30 – 2,370 2,400 2,400
Go livestock receivables – – 39,419 39,419 39,419
Finance receivables – – 733 733 733
30 847 285,649 286,526 286,526
Liabilities
Debt – – 180,011 180,011 180,011
Derivative financial instruments – 4,611 – 4,611 4,611
Trade and other payables – – 151,956 151,956 151,956
– 4,611 331,967 336,578 336,578
The Group’s banking facilities are based on floating interest rates therefore the
fair value of the banking facilities equals the carrying value.
62 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 63
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Policies
– page 65.
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
20 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 2019.
LEVEL 1 LEVEL 2 LEVEL 3 TOTA L
NOTE $000 $000 $000 $000
2019
Assets
Derivative financial instruments – 1,001 – 1,001
Other investments 15 – – – –
– 1,001 – 1,001
Liabilities
Derivative financial instruments – 342 – 342
– 342 – 342
2018
Assets
Derivative financial instruments – 847 – 847
Other investments 15 – – 30 30
– 847 30 877
Liabilities
Derivative financial instruments – 4,611 – 4,611
– 4,611 – 4,611
(e) Credit Risk
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.
20 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.
64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 65
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
21 OPERATING LEASES
2019 2018
$000 $000
Non-cancellable operating lease rentals are payable as follows:
Within one year 19,884 26,869
Between one and five years 45,871 68,281
Beyond five years 18,648 42,976
84,403 138,126
The Group leases a fleet of vehicles for use by employees, agents and representatives. These leases are typically for a period of between four and six
years.
The Group leases office and computer equipment. These 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 fifteen 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 2019, sublease revenue totalling $0.90 million (2018: $1.18 million) was received.
22 COMMITMENTS
2019 2018
NOTE $000 $000
There are commitments with respect to:
Capital expenditure not provided for 111 2,463
Investment in BioPacificVentures 15 – 51
Contributions to Primary Growth Partnership – Seed and Nutritional Technology – 277
Development Programme
111 2,791
Forward purchase commitments
The Group as part of its ordinary course of business enters into forward purchase agreements with wool and velvet growers. These commitments
extend for periods of up to 3 years. These commitments are at varying stages 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.
23 CONTINGENT LIABILITIES
2019 2018
$000 $000
There are contingent liabilities with respect to:
PGG Wrightson Loyalty Reward Programme 88 102
Guarantee – 3,693
88 3,795
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
$0.09 million represents the balance of live points that do not form part of the provision (2018: $0.10 million). Losses are not expected to arise from
this contingent liability.
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. 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 maximise their income. 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 RELATED PARTIES
Transactions with Key Management Personnel
2019 2018
$000 $000
Key management personnel compensation comprised:
Short-term employee benefits 7,129 6,079
Post-employment benefits 151 151
Termination benefits 1,169 –
8,449 6,230
Directors fees incurred during the year are disclosed in Note 3 Other Operating Expenses.
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
2019 2019 2018 2018
$000 $000 $000 $000
Key Management
Personnel/Director Transaction
John Nichol
(retired 30 April 2019) Purchase of retail goods 1 – 2 –
Trevor Burt
(retired 30 April 2019) Purchase of retail goods and livestock transactions 137 – 184 –
David Cushing
(appointed 30 April 2019) Purchase of retail goods, wool and livestock
transactions. Also includes provision of defined
benefit pension fund advisory services via
related party Rural Equities Limited 392 37 – –
David Green
(to 30 April 2019) Purchase of retail goods and rental receipts – – 87 –
Stephen Guerin Purchase of retail goods and livestock transactions 7 1 9 –
John McKenzie
(to 30 April 2019) Purchase of retail goods, sale of seed under
production contracts, sale of wool, water services
and livestock transactions 3,911 (265) 3,345 (593)
Peter Newbold Purchase of retail goods 27 2 35 3
Grant Edwards Purchase of retail goods 1 – 1 –
66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 67
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
26 EVENT SUBSEQUENT TO BALANCE DATE
New bank facilities
During July 2019, the Group arranged new bank facilities. These new facilities provide core facilities of up to $50.00 million and a working capital
facility of up to $70.00 million.
Capital return
On 4 July 2019, the Group announced that a Special Shareholders Meeting would be convened to consider and vote upon a special resolution to
approve a proposed capital distribution of approximately $234.00 million. On 23 July 2019, shareholders approved the special resolution for the
Company to implement the scheme of arrangement and distribution of capital to shareholders. On 31 July 2019, the Company received final High
Court orders approving the return of capital by way of the scheme of arrangement. The distribution of capital is to be made on 14 August 2019.
A consolidation of the Company’s ordinary shares will be implemented following the capital distribution on a 1 for 10 basis, whereby every 10
existing shares in the Company (following completion of the scheme) will be consolidated into one share.
Dividend
On 12 August 2019, the Directors of PGG Wrightson Limited resolved to pay a final dividend of 7.5 cents per share (on a post share consolidation
basis) on 2 October 2019 to shareholders on the Company’s share register as at 5.00pm on 11 September 2019. This dividend will be fully imputed.
27 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.
Financial statements of PGG Wrightson Limited for the year ended 30 June 2019 comprise the Company and its subsidiaries (together referred to
as the “Group”) and the Group’s interest in associates and jointly controlled entities. 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.
28 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 12 August 2019.
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.
28 BASIS OF PREPARATION CONTINUED
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
1 Operating revenue – construction contracts
11 Carrying value of trade and other receivables
18 Estimates used in determining onerous lease provision
Certain comparative amounts have been reclassified to conform with the current period’s presentation.
29 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.
68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 69
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
29 OTHER SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(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 duration 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.
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 and processes.
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.
(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.
29 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:
– EBIT (a non-GAAP measure) represents earnings before net interest and finance costs, income tax 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 2019 and have not been applied in preparing
these consolidated financial statements. These include:
– NZ IFRS 16 Leases becomes effective for the Group from the period beginning 1 July 2019. The new standard replaces NZ IAS 17 and requires
implementation of a new lessee accounting model. This is accomplished by recognising a new right of use asset and a corresponding lease
liability. This is calculated as the present value of the remaining payments on the lease. Under the standard leases of less than 12 months, or of
low value can be excluded from recognition.
There will be a material impact on the group’s financial statements from NZ IFRS 16. The impact to the Statement of Financial Position upon
the recognition of right of use assets and liabilities is estimated to be $164.40 million subject to finalisation of the level of assumed leased roll
overs. There is expected to be an increase in depreciation expense of approximately $16.00 million, and interest expense of approximately
$6.00 million. This is subject to the transition modelling and assumptions used. Operating expenses are expected to reduce by an estimated
$21.40 million resulting in a corresponding increase in Operating EBITDA.
– 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.
70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 71
ADDITIONAL FINANCIAL DISCLOSURES
72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 73
FOREIGN CURRENCY REALISED CAPITAL
SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NONCONTROLLING TOTA L
CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY
$000 $000 $000 $000 $000 $000 $000 $000
Balance at 1 July 2017 606,324 (10,281) 23,999 (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
Defined benefit plan actuarial gains/(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) 23,999 (9,042) (2,587) (329,987) 2,478 287,462
Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462
Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)
Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138
Total comprehensive income for the period
Profit or loss – – – – – 131,123 683 131,806
Other comprehensive income:
Foreign currency translation differences – (867) – – – – (17) (884)
Changes in asset revaluation reserve – – 403 – – – – 403
Changes in fair value of equity instrument, net of tax – – – – 21 – – 21
Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)
Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)
Total comprehensive income for the period - (867) 403 (5,398) 21 131,123 666 125,948
Transactions with shareholders r
ecorded directly in equity
Contributions by and distributions to shareholders
Share repurchase and cancellation (6) – – – – – – (6)
Dividends to shareholders – – – – – (15,267) (1,189) (16,456)
Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)
Sale of PGG Wrightson Seeds Holdings Limited
Reclassification of reserves to Profit & Loss – 3,741 – – – – (2,101) 1,640
Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –
Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640
Transfer to retained earnings – – – 2,768 – (2,768) – –
Total transfer to retained earnings – – – 2,768 – (2,768) – –
Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264
PGG WRIGHTSON LIMITED
STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
31 to 74:
ANNUAL REPORT 2019 | 75
PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
For the year ended 30 June 2019
ADDITIONAL FINANCIAL DISCLOSURES
30 CAPITAL AND RESERVES
No. OF SHARES No. OF SHARES
2019 2018 2019 2018
000 000 $000 $000
On issue at 1 July 754,839 754,849 606,318 606,324
Share capital on issue at 30 June 754,839 754,849 606,318 606,324
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 and
the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. Following the sale of the Seed & Grain segment which
includes all of the Group’s foreign operations and subsidiaries, the amount in the translation reserve has been taken to the Profit or Loss (within
gain on sale in discontinued operations) and the translation reserve was cleared to nil.
Realised capital and revaluation reserves
The realised capital reserve comprises the cumulative net capital gains that have been realised. The revaluation reserve relates to historic
revaluations of property, plant and equipment. The balances relating to the Seed & Grain segment have been transferred to Retained Earnings.
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
2019, the amount of $2.77 million was transferred from the defined benefit reserve to retained earnings (30 June 2018: $3.26 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
A fully imputed 2019 interim dividend of 0.75 cents per share was paid on 5 April 2019 and a fully imputed 2018 final dividend of 1.25 cents per
share was paid on 3 October 2018 (2018: 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).
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.
74 | PGG WRIGHTSON LIMITED
i
$
76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 77
78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 79
Corporate
Governance and
Board Charter
Incorporating Disclosure of Compliance with the NZX Corporate Governance Code
Introduction
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 in section 2 below.
This Code complies with the Recommendations in the NZX 2019 Corporate Governance Code (NZX Code) except where specifically disclosed in
this annual report. This Corporate Governance section is current as at 30 June 2019 and has been approved by PGG Wrightson’s Board of Directors.
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.
1. Ethical Behaviour and Code of Conduct
1.1 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. In compliance
with NZX Code Recommendation 1.1, the Board has several
documents that codify minimum standards of ethical behaviour,
being the Code of Conduct, Conflict of Interest Policy, Fraud
Prevention Policy and Whistle-Blower Policy, and the Board
Charter listed in section 2 below.
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’.
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 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;
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; and
Protect the confidentiality of and intellectual property rights
in all non-public information about our customers, suppliers,
PGG Wrightson personnel and business.
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, and where to find it, is
communicated to all staff and is included in regular staff training
and inductions.
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.
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 2019
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.
1.2 In compliance with NZX Code Recommendation 1.2, the
Company has a detailed securities trading policy applying to all
Directors and staff which incorporates 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, by education and by notification
by PGG Wrightson’s share registrar Computershare when any
Director or Officer engages in trading activities. Trading in PGG
Wrightson shares by Directors and Officers is disclosed to the
NZX.
2. Board Charter including Board Composition and Performance
2.1 This section 2 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. The Board is responsible for employing the
Chief Executive and approving the business strategy. There is a
clear understanding of the division of responsibilities between,
and the respective roles of, the Board and management. 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.
80 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 81
2.2 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. 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.
2.3 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,
the Board has a template Director Letter of Appointment
available for use which sets out the written expectations of
Directors and which is used for all new Directors.
2.4 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, ownership
interests and attendance at Board meetings. As at 30 June 2019
the Board had six 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 2019 Annual Report. The
full Board met in person seven times during the year ended 30
June 2019. Directors also meet on other occasions for strategic
planning and held conference calls from time to time as required.
The attendance at physical Board meetings of all Directors who
served during the financial year to 30 June 2019 is set out below,
including attendance in part:
DIRECTOR
NUMBER OF BOARD
MEETINGS ATTENDED
NUMBER OF AUDIT
COMMITTEE MEETINGS ATTENDED
NUMBER OF REMUNERATION
COMMITTEE MEETINGS ATTENDED
Rodger Finlay (from 30 April 2019) 211
Sarah Brown (from 30 April 2019)21
David Cushing (from 30 April 2019)211
Joo Hai Lee632
Ronald Seah 712
U Kean Seng72
Alan Lai (until 30 October 2018)21
Trevor Burt (until 30 April 2019)51
Bruce Irvine (until 30 April 2019)531
John Nichol (until 30 April 2019)531
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS AT
30 JUNE 2019
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS
AT 30 JUNE 2018
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2019
+
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2018
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2019
+
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2018
Number of Males 577119891408
Percentage of Males 83%100%88%91%61%65%
Number of Females 1011629753
Percentage of Females 17%0%12%9%39%35%
* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.
+
Note that 30 June 2018 Officers and Workforce figures include Seed & Grain employees whereas 30 June figures 2019 do not due to the sale of PGG Wrightson
Seeds Holdings Ltd.
2.5 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.
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 2019 and comparative figures for 30
June 2018. 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.
Corporate
Governance and
Board Charter
continued
2.6 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.
2.7 In compliance with NZX Code Recommendation 2.7, the Board
has a process to regularly assess the performance of each
Director, the Board as a whole, and Board Committees.
2.8 In compliance with NZX Code Recommendation 2.8, a majority
of the Board are Independent Directors, with four out of
six Directors being independent. 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. 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 statutory disclosures section in the 2019 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 87 to 88 of the 2019 Annual Report. None of the
Directors sit on any PGG Wrightson Group companies apart from
the parent PGG Wrightson Limited.
2.9 In compliance with NZX Code Recommendation 2.9, the
Chairman Rodger Finlay is an Independent Director.
82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 83
3. Board Committees
The Board has delegated some of its powers to Board
Committees where it will enhance its effectiveness in key areas
while still retaining Board responsibility. As at 30 June 2019 the
Board had two standing Committees – the Audit Committee, the
Remuneration and Appointments Committee.
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.
3.1 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 Chairman of the Audit
Committee David Cushing is an Independent Director and is not
also the Chairman of the Board.
The Audit Committee Charter has been recently reviewed
and is available on PGG Wrightson’s website at
www.pggwrightson.co.nz under Our Company > Governance.
The members of the Audit Committee are currently David
Cushing (Chairman), Rodger Finlay and Joo Hai Lee. The majority
of the members of the Audit Committee are Independent
Directors. No member of the Audit Committee is an Executive
Director. The Audit Committee has appropriate financial
expertise, with all current 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 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 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.
3.2 In compliance with NZX Code Recommendation 3.2, employees
only attend Committee meetings at the invitation of the
Committee as is considered appropriate.
3.3 Remuneration and Appointments Committee
In compliance with NZX Code Recommendation 3.3, the
Remuneration and Appointments Committee operates under a
written Charter, and the majority of members are 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 Rodger Finlay. The
Remuneration and Appointments Committee met twice during
the financial year as part of a full Board meeting. Employees only
attend Committee meetings at the invitation of the Committee
as is considered appropriate.
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.
A subcommittee of the Remuneration and Appointments
Committee was established during the year, chaired by Rodger
Finlay, for the purpose of recruiting the new Chief Executive. That
culminated in the recommendation from the subcommittee to
appoint Stephen Guerin, which was approved by a full Board
resolution.
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.
3.4 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.
3.5 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.
3.6 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.
Corporate
Governance and
Board Charter
continued
4. Reporting and Disclosure
4.1 The Board endorses the principle that it should demand
integrity both in financial and non-financial reporting and in the
provision by management of information of sufficient content,
balance, quality and timeliness to enable the Board to effectively
discharge its disclosure duties.
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. 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. 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.
4.2 In compliance with NZX Code Recommendation 4.2, PGG
Wrightson’s Code of Conduct, Board and Committee Charters,
Diversity Policy and other key governance policies are available
to view on PGG Wrightson’s website at www.pggwrightson.co.nz
under Our Company > Governance.
4.3 In compliance with NZX Code Recommendation 4.3, PGG
Wrightson considers that its financial reporting is balanced, clear
and objective. 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.
4.4 PGG Wrightson considers that its non-financial reporting is
informative, contains forward-looking assessment, and aligns
with key strategies and metrics monitored by the Board. Non-
financial disclosure, including material environmental, economic
and social sustainability factors and practices, risks and other
key risks, risk management and relevant internal controls, is
outlined in various sections of this annual report. 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.
84 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 85
5 Director and Officer/Executive Remuneration
5.1 The Board is committed to the policy that remuneration of
Directors and Officers/Executives should be transparent, fair
and reasonable. 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 2019 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.
5.2 The Board considers that it partially complies with NZX Code
Recommendation 5.2, being that PGG Wrightson’s 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. 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.
5.3 In compliance with NZX Code Recommendation 5.3, the
remuneration arrangements in place for the Chief Executives,
during the year ended 30 June 2019 including disclosure of the
base salary, short-term incentives and long-term incentives and
the performance criteria used to determine performance-based
payments, are outlined on page 91 of this annual report.
6 Risk Management
6.1 In compliance with NZX Code Recommendation 6.1, PGG
Wrightson has in place a risk management framework for its
business to manage any existing risks and to report the material
risks facing the business and how these are being managed. The
Board receives and reviews regular reports.
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.
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 Group risk register and highlight
the main risks to the Company’s performance and the steps
being taken to manage these; and
Established a separate management Risk and Compliance
Committee that is responsible for the oversight of business
risks and future risk strategy.
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.
6.2 In compliance with NZX Code Recommendation 6.2, PGG
Wrightson has on page 7 of this 2019 Annual Report disclosed
how it manages its health and safety risks and has reported on
our health and safety risks, performance and management.
7 Independent Auditors
7.1 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.
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.
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 2019
which was pre-approved by the Audit Committee. The nature of
the types of work completed and the remuneration received is
disclosed on page 41 of the Annual Report. The external auditors
confirmed in their audit report on pages 75 to 77 of this Annual
Report that those matters did not impair their independence as
auditor of the Group.
7.2 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.
7.3 In compliance with NZX Code Recommendation 7.3, PGG
Wrightson’s internal audit functions are disclosed here. The
internal audit function comprised a Team Leader and a Business
Assurance Manager supported by a Panel of co-source partners.
The internal audit function is responsible for carrying out internal
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.
Corporate
Governance and
Board Charter
continued
86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 87
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 2018 to 30 June 2019
DIRECTOR INTEREST ORGANISATION
R Finlay
Chairman
Appointed 30 April 2019 Chairman Mundane Asset Management Limited (UK)
Independent Advisory Panel of Provincial Growth Fund
St Andrews College Foundation (Trustee)
Deputy Chairman Rural Equities Limited
Director Moeraki Limited
Ngāi Tahu Holdings Ltd
Mundane World Leaders Fund Limited (Cayman)
Trustee Burnett Valley Trust
Governor Radio New Zealand Ltd
J H Lee
Deputy Chairman Director Hayflux Limited
Sinocloud Group Limited
Agria Corporation
Agria (Singapore) Pte Ltd
Lung Kee (Bermuda) Holdings Limited
Raffles United Holdings Limited
S Brown
Appointed 30 April 2019 Director Electricity Invercargill Limited
PowerNet Limited
OtagoNet Limited
OtagoNet Properties Limited
Electricity Southland Limited
Pylon Limited
Southland Regional Development Agency Limited
Panellist Independent Advisory Panel for the Provincial Growth Fund
Trustee Southland Boys High School
1000 Days Trust
Turnbull Trust
Statutory
Disclosures
8 Shareholder Rights & Relations
8.1 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.
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, the constitution,
media releases and NZX announcements, 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.
8.2 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 offering them its
e-comms programme, where shareholders can elect to
receive their security holder communication by full electronic
communications.
8.3 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.
8.4 If PGG Wrightson was seeking additional equity capital in the
future, it would consider the recommendation in NZX Code
Recommendation 8.4 to offer further equity securities to existing
equity security holders of the same class on a pro rata basis and
no less favourable terms before further equity securities are
offered to other investors.
8.5 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 20 working days prior to the
meeting.
9 Annual Review
9.1 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
88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 89
DIRECTOR INTEREST ORGANISATION
B D Cushing
Appointed 30 April 2019 Executive Chairman Rural Equities Limited
Director Skellerup Holdings Limited
H&G Ltd
Red Steel Limited
Makowai Farm Limited
Webster Limited (ASX)
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
Non-Executive Director Life Health Group Ltd
Life Clinic Ltd
Sole Proprietor Soft Capital Sg
U Kean Seng Head of Corporate Agria Corporation
and Legal Affairs
In addition, R Finlay and B D Cushing advised that they hold interests in farming operations that transact business with PGG Wrightson Limited
companies on normal terms of trade.
Statutory
Disclosures continued
Directors’ Remuneration
The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2019 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):
DIRECTORPGG WRIGHTSON LIMITEDDIRECTORS’ FEESAUDIT COMMITTEECOMMITTEE FEES
TOTA L
REMUNERATION
R J Finlay
1
Chairman$35,769.23$1,703.30$37,472.53
J H Lee
3
Deputy Chairman$106,739.1310,000.00$116,739.13
S Brown
1
$13,626.37–$13,626.37
B D Cushing
1
$13,626.37 Chairman$3,406.59 $17,032.96
L S Seah$80,000.00–$80,000.00
U Kean Seng$80,000.00–$80,000.00
G Lai
2
Previous Chairman$69,619.57–$69,619.57
T J Burt
4
Previous Deputy Chairman$144,970.73–$144,970.73
B R Irvine
4
$66,593.41Previous Chairman$16,648.35$83,241.76
J E Nichol
4
$66,593.41$8,324.18$74,917.59
1
Appointed 30 April 2019
2
Resigned 30 October 2018
3
Appointed Interim Chairman 31 October 2018 to 30 April 2019 and becoming Deputy Chairman from 1 May 2019
4
Resigned 30 April 2019
Directors’ Shareholdings
As at 30 June 2019 no Directors of PGG Wrightson Limited held shares
in PGG Wrightson. J H Lee and U Kean Seng are associated persons
of substantial product holder Agria (Singapore) Pte Limited holding
33,463,399 shares post share consolidation as at 12 August 2019
(379,068,619 as at 30 June 2018).
B D Cushing is an associated person of H & G Limited holding 2,006,732
shares post share consolidation as at 12 August 2019.
Directors’ Share Transactions
No Directors of the Company have notified the Company of any share
transactions between 1 July 2018 and 30 June 2019 apart from interests
in substantial product holder transactions separately disclosed.
Directors’ Independence
The Board has determined that as at 30 June 2019:
The following Directors are Independent Directors: R Finlay, B D
Cushing, S Brown and L S Seah.
The following Directors are not Independent Directors by virtue of
their association with a substantial product holder: J H Lee and U
Kean Seng.
NZX Waivers
No waivers have been granted and published by the NZX during the
12 months ending 30 June 2019.
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 product holders. In accordance
with this protocol and section 145 of the Companies Act 1993, J H
Lee and U Kean Seng have given notice that while directors 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.
90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 91
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
termination payments 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 other 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; and
Seed & Grain staff payments from 1 July 2018 until 1 May 2019 as
they ceased to be part of the Group effective from settlement of the
sale of PGG Wrightson Seeds Holdings Limited on 1 May 2019.
The schedule excludes:
amounts paid post 30 June 2019 that related to services provided in
the 2018/2019 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.
Statutory
Disclosures continued
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.
In compliance with the NZX Code Recommendation 5.3, the
remuneration arrangements in place for PGG Wrightson’s Chief
Executives during the year ended 30 June 2019 are set out below.
Ian Glasson received payments totalling $3,838,939 as follows:
$1,506,939 - part year base salary (including annual leave
entitlements on termination).
$1,132,000 - termination payment received upon completion of
employment contract.
$1,000,000 - 100% of the long-term incentive with the following
performance criteria - Financial Results, Strategic Objectives and
Health and Safety performance.
$200,000 - annual short term incentive for FY2018 with the
following performance criteria - Financial Results, Strategic
Objectives and Health and Safety performance.
Stephen Guerin in his role as Chief Executive received a payment of
$57,538 for part year base salary.
The Board of Directors’ general policy for Chief Executive remuneration
is payment of a base salary and an annual short-term incentive based
on achievement of performance criteria being Financial Results,
Strategic Objectives and Health and Safety performance.
REMUNERATION RANGENUMBER OF EMPLOYEES
$100,000 – $110,00067
$110,001 – $120,00062
$120,001 – $130,00055
$130,001 – $140,00051
$140,001 – $150,00030
$150,001 – $160,00031
$160,001 – $170,00021
$170,001 – $180,00013
$180,001 – $190,00013
$190,001 – $200,00010
$200,001 – $210,00016
$210,001 – $220,0009
$220,001 – $230,0008
$230,001 – $240,0004
$240,001 – $250,0007
$250,001 – $260,0005
$260,001 – $270,0006
$270,001 – $280,0003
$280,001 – $290,0003
$290,001 – $300,0001
REMUNERATION RANGENUMBER OF EMPLOYEES
$300,001 – $310,0001
$310,001 – $320,0002
$320,001 – $330,0004
$330,001 – $340,0002
$340,001 – $350,0004
$350,001 – $360,0003
$360,001 – $370,0003
$370,001 – $380,0002
$380,001 – $390,0001
$390,001 – $400,0001
$410,001 – $420,0001
$430,001 – $440,0001
$630,001 – $640,0001
$640,001 – $650,0001
$670,001 – $680,0001
$700,001 – $710,0001
$730,001 – $740,0001
$1,020,001 – $1,030,0001
$3,830,001 – $3,840,0001
92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 93
Australian Companies during the part year 1 July 2018 to 1 May 2019
These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
Agricom Australia Pty Limited (previously Agricom Australia Seeds Pty Limited)I Glasson (R), JD McKenzie, J Stewart
PGG Wrightson Seeds Australia Holdings Pty LimitedI Glasson (R), JD McKenzie, J Stewart
PGG Wrightson Seeds (Australia) Pty LimitedI Glasson (R), JD McKenzie, J Stewart
* PGG Wrightson Ltd staff directors who resigned as at 1 May 2019.
South American Companies during the part year 1 July 2018 to 1 May 2019
These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
Afinlux S.A. (51.2%) (Uruguay)M Banchero, R Rodriguez, JD McKenzie
Agimol Corporation S.A.M Banchero, JD McKenzie
Agrosan S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
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, I Glasson (R)
Juzay S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
Kroslyn S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
Lanelle S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
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, I Glasson (R)
PGW AgriTech South America S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
Wrightson Pas S.A. (Uruguay)M Banchero, JD McKenzie, I Glasson (R)
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 or part year
as indicated on behalf of the Group. Directors appointed (A) or who resigned (R) during the year or part year are indicated. Staff appointments do
not receive Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.
New Zealand Companies during the full year 1 July 2018 to 30 June 2019
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
Agriculture New Zealand LimitedJS Daly, I Glasson (R), SJ Guerin (A)
Ag Property Holdings LimitedJS Daly, I Glasson (R), SJ Guerin (A)
AgriServices South America LimitedJS Daly, I Glasson (R), SJ Guerin (A)
Bidr LimitedSJ Guerin (A), PJ Moore (A), PC Scott (A)
Bloch & Behrens Wool (NZ) LimitedJS Daly, I Glasson (R), SJ Guerin (A), G Edwards
NZ Agritrade Limited JS Daly, I Glasson (R), SJ Guerin
PGW Rural Capital LimitedJS Daly, I Glasson (R), SJ Guerin (A)
PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, GR Davis, SJ Guerin
PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, PR Drury, GR Davis, SJ Guerin
PGG Wrightson Investments LimitedJS Daly, I Glasson (R), SJ Guerin (A)
PGG Wrightson Real Estate Limited JS Daly, I Glasson (R), SJ Guerin (A)
PGG Wrightson Trustee LimitedJS Daly, SJ Guerin
New Zealand Companies during the part year 1 July 2018 to 1 May 2019
These Companies ceased to be part of the PGG Wrightson Ltd Group from 1 May 2019.
LEGAL COMPANY NAME PGG WRIGHTSON DIRECTORS
Agricom LimitedJS Daly (R), I Glasson (R), JD McKenzie
Forage Innovations Limited (51%)DHF Green, JD McKenzie
Grasslands Innovation Limited (70%)DHF Green, JD McKenzie, JD Stewart (A)
PGG Wrightson Consortia Research LimitedJS Daly (R), I Glasson (R), JD McKenzie
PGG Wrightson Seeds Holdings LimitedJD McKenzie, I Glasson (R)
PGG Wrightson Seeds Limited JS Daly (R), I Glasson (R), JD McKenzie
PGG Wrightson Seeds New Zealand LimitedJD McKenzie, I Glasson (R)
PGG Wrightson Seeds South America Holdings LimitedJS Daly (R), I Glasson (R)
Wrightson Seeds LimitedJD McKenzie, I Glasson (R)
94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 95
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).
Post share consolidation, on 12 August 2019, PGG Wrightson Limited had 75,484,083 ordinary shares
on issue. As at 30 June 2019, PGG Wrightson Limited had 754,839,050 ordinary shares on issue.
Substantial Product Holders
At 31 July 2019, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were, or in
the case of Ngāi Tahu Capital Limited had ceased to be, a substantial product holder in the Company. The number of shares shown below are as
advised in the substantial product holder notices to the Company.
SHAREHOLDERNUMBER OF SHARESDATE OF NOTICE
Agria (Singapore) Pte Ltd
334,633,99410 April 2019
Agria (Singapore) Pte Ltd
351,633,9941 April 2019
Agria Group*
351,633,99417 December 2018
Ngāi Tahu Capital Limited
27,434,62517 December 2018
* Agria Group being Agria Group Limited, Agria Corporation, Agria Asia Investments Limited, Agria (Singapore) Pte Ltd, New Hope International and
New Hope Group Co., Ltd as listed in the substantial security product notice.
Twenty Largest Registered Shareholders
The 20 largest shareholders in PGG Wrightson Limited as at 12 August 2019 were:
SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD
1.Agria (Singapore) Pte Limited
33,463,399 44.33
2.Ngāi Tahu Capital Limited
2,743,4633.63
3.HSBC Nominees (New Zealand) Limited*
2,508,8383.32
4.Forsyth Barr Custodians Limited
2,357,0173.12
5.H & G Limited
2,006,7322.66
6. FNZ Custodians Limited
1,280,7241.69
7. Masfen Securities Limited
1,240,0001.64
8.Accident Compensation Corporation*
653,3540.87
9. BNP Paribas Nominees (NZ) Limited
479,1700.63
10.Gould Holdings Limited
430,0000.57
11.Citibank Nominees (New Zealand) Limited*
420,7730.56
12.Philip Carter
335,8700.44
13.Arden Capital Limited
328,2580.43
14.Leveraged Equities Finance Limited
306,9910.41
15.Michael Benjamin
300,0000.40
16.Custodial Services Limited
242,5540.32
17.Nicolas Kaptein
200,0410.27
18.JBWERE (NZ) Nominees Limited*
200,0000.26
19.Woolf Fisher Trust Incorporated
185,0000.25
20. Totara Grove Investments Limited
180,0000.24
* New Zealand Central Securities Depository Limited
Shareholder
Information
Analysis of Shareholdings
Distribution of ordinary shares and shareholdings at 12 August 2019 was:
RANGETOTAL HOLDERSUNITS% UNITS
1 – 4996,0821,044,1881.38
500 – 9991,5101,016,6271.35
1,000 – 1,9991,4521,917,1742.54
2,000 – 4,9991,4104,205,4995.57
5,000 – 9,9995743,745,0914.96
10,000 – 49,9994648,370,33811.09
50,000 – 99,999362,393,3463.17
100,000 – 499,999397,470,0039.90
500,000 – 999,99921,293,4331.71
1,000,000 Over844,028,38458.33
Total11,57775,484,083100.00
Registered addresses of shareholders as at 12 August 2019 were:
ADDRESS
NUMBER OF
SHAREHOLDERS
% OF
SHAREHOLDERS
NUMBER OF
SHARES
% OF
SHARES
Singapore110.133,526,40344.42
New Zealand11,30097.6041,133,28854.49
Australia1421.23647,6820.86
Other1241.07176,7100.23
Total11,577100.0075,484,083100.00
Corporate
Directory
96 | PGG WRIGHTSON LIMITED
Board of Directors
As at 30 June 2019
Rodger Finlay
Chairman
– appointed 30 April 2019
Joo Hai Lee
Deputy Chairman
David Cushing
– appointed 30 April 2019
Sarah Brown
– appointed 30 April 2019
Lim Siang (Ronald) Seah
U Kean Seng
Chief Executive Officer
Stephen Guerin
– appointed 1 June 2019
Chief Financial Officer
Peter Scott
General Manager 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
enquiry@computershare.co.nz
Private Bag 92119, Auckland 1142,
New Zealand
Telephone +64 9 488 8777
Facsimile +64 9 488 8787
Please assist our registrar by quoting your CSN
or shareholder number.
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.