Interim Report to 31 December 2020
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
Interim Report
Period from
11 September 2020 to 31 December 2020
www.nzrlc.co.nz
INTERIM REPORT COMMENTARY FOR PERIOD ENDING 31DECEMBER 2020
Welcome to New Zealand Rural Land Company’s (NZRLC) interim report for the period 11 September 2020 to 31 December
2020.
We successfully raised $75 million through our Initial Public Offering (IPO) in late 2020 and listed on the NZX Market. The
support for our IPO was pleasing with both institutional and retail investors joining our register. With the IPO proceeds available
to deploy, our focus is now on acquiring rural land in the New Zealand dairy sector.
Our manager, New Zealand Rural Land Management Limited Partnership, is progressing due diligence as expected on a
number of dairy farms in the South Island for NZRLC. The manager has been working closely with several substantial operators
undertaking due diligence investigations. It is important to remind investors that despite assets being identified as potential
acquisitions prior to the IPO, extensive due diligence (e.g. irrigation reports, soil testing, etc), does take time due to the size of the
assets we are looking to acquire. We anticipate being in a position to announce the terms of an acquisition in several weeks.
As was discussed in our Product Disclosure Statement (PDS) our intention is to acquire rural land across various industry sectors
over time. While our core, initial focus remains on acquiring dairy farms, we are having preliminary discussions with potential
tenants and vendors in other sectors such as viticulture. This work will continue so that we are prepared to diversify into other
sectors once we have established an asset base in the dairy sector.
Our intention remains to deploy all of the IPO proceeds towards acquiring rural land in the dairy sector with a conservative level
of gearing. Before diversifying into other industry sectors we are likely to return to shareholders for additional capital through a
pro-rata rights issue.
An advantage for NZRLC in implementing its rural land strategy is being a New Zealand investor and not requiring overseas
investment approval to make acquisitions. This means that NZRLC must keep foreign ownership of its shares to less than 25%.
At present our foreign ownership level is 22.12%. We actively monitor this ownership level and have tools in our constitution to
ensure that we remain under this 25% level.
We would also like to remind shareholders the interim accounts attached to this announcement produced by BDO are unaudited.
Our annual financial statements will be audited by PwC as is required by the Financial Markets Conduct Act 2013.
We thank our shareholders for their support in our IPO and we look forward to advising you on our acquisitions in the near future.
Rob Campbell
Chair
The Blade, Level 4, 12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
The Blade, Level 4, 12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
NEW ZEALAND RURAL LAND COMPANY LIMITED
INTERIM REPORT
FOR THE PERIOD FROM 11 SEPTEMBER 2020 TO 31 DECEMBER 2020
NEW ZEALAND RURAL LAND COMPANY LIMITED
TABLE OF CONTENTS
FOR THE PERIOD FROM 11 SEPTEMBER 2020 TO 31 DECEMBER 2020
ContentsPage
Directors Commentary 1
Interim Statement of Comprehensive Income3
Interim Statement of Changes in Equity4
Interim Statement of Financial Position5
Interim Statement of Cash Flows6
Notes to the Financial Statements7-10
Directory 11
New Zealand Rural Land Company Limited
Interim Statement of Comprehensive Income
for the period from 11 September 2020 to 31 December 2020
11 September 2020
to
31 December 2020
(Unaudited)
Notes$
Income
Interest income
9,715
Total income 9,715
Expenses
Directors' fees9 (88,542)
Insurance (1,994)
Marketing expenses (Equity settled IPO expenses) (125,000)
Other expenses (486)
Stock exchange fees (2,336)
Total expenses
(218,358)
(Loss) before taxation (208,643)
Taxation (expense)/benefit
-
(Loss) for the period (208,643)
Total comprehensive (loss) (208,643)
(Loss) per share
Basic (loss) per share (cents)(0.35)
Diluted (loss) per share (cents)(0.35)
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the
Compilation Report-Disclaimer of Liability and Notes to the Financial Statements.
3
New Zealand Rural Land Company Limited
Interim Statement of Changes in Equity
for the period from 11 September 2020 to 31 December 2020
Share Capital
Retained
Earnings
Total Equity
(Unaudited)(Unaudited)(Unaudited)
Notes
$$$
Balance at 11 September 2020 - -
-
Comprehensive income
Net (loss) after taxation - (208,643) (208,643)
Total comprehensive loss - (208,643) (208,643)
Contributions by owners
Share capital issued for director services rendered in relation to IPO 5 75,000 -
75,000
Share capital issued for assignment of intellectual property 5 125,000 - 125,000
New share capital issued during IPO5 75,000,000 - 75,000,000
Costs associated with IPO (2,333,208) - (2,333,208)
Convertible loan converted to share capital4 375,000 -
375,000
Total contributions by owners 73,241,792 - 73,241,792
Balance at 31 December 2020 73,241,792 (208,643) 73,033,149
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the Compilation Report-
Disclaimer of Liability and Notes to the Financial Statements.
4
New Zealand Rural Land Company Limited
as at 31 December 2020
31-Dec
2020
(Unaudited)
Notes$
EQUITY
Share capital5
73,241,792
Retained earnings (208,643)
Total Equity
73,033,149
Represented by:
CURRENT ASSETS
Cash & cash equivalents6
72,842,848
Receivables & prepayments7 296,195
NZX listing bond 75,000
Total Current Assets 73,214,043
CURRENT LIABILITIES
Trade creditors & accruals8
180,894
Total Current Liabilities 180,894
WORKING CAPITAL 73,033,149
NET ASSETS 73,033,149
Net Tangible Asset Value per share (cents) 120.80
Interim Statement of Financial Position
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the
Compilation Report-Disclaimer of Liability and Notes to the Financial Statements.
5
New Zealand Rural Land Company Limited
for the period from 11 September 2020 to 31 December 2020
11 September 2020
to
31 December 2020
2020
(Unaudited)
Notes$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from (applied to)
Interest received
486
Payments to suppliers (486)
Net cash flow from operating activities
-
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from (applied to)
Purchase of NZX listing bond (75,000)
Net cash flow from investing activities (75,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from (applied to)
Capital raise during IPO
74,883,749
Costs associated with IPO (2,340,901)
Funds received from convertible loan 4
375,000
Net cash flow from financing activities 72,917,848
Net increase/(decrease) in cash held 72,842,848
Cash & cash equivalents at beginning of the period -
Cash & cash equivalents at end of the period 72,842,848
Comprising:
Cash at bank - New Zealand
6
72,842,848
72,842,848
Interim Statement of Cash Flows
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the
Compilation Report-Disclaimer of Liability and Notes to the Financial Statements.
6
New Zealand Rural Land Company Limited
Notes to the Financial Statements
The Company is designated as a for-profit entity for financial reporting purposes.
These financial statements were authorised for issue by the Board of Directors on 16 February 2021.
The principal activities of the Company is the lease of rural land to agriculture and horticulture businesses.
The interim financial report does not include all the notes of the type normally included in an annual financial report.
The financial statements have been prepared on a historical cost basis.
2. Critical accounting estimates and judgements
3. Financial instruments
The Company is exposed through its operations to credit risk, interest rate risk, and liquidity risk.
for the period from 11 September 2020 to 31 December 2020
1. Basis of preparation
These financial statements are for New Zealand Rural Land Company Limited (the Company).
The Company is incorporated and domiciled in New Zealand and is registered under the Companies Act 1993. The incorporation date of the
Company is 11 September 2020.
The Company is a FMC reporting entity under the Financial Markets Conduct Act 2013. These unaudited interim financial
statements have been prepared in accordance with the requirements of Financial Markets Conduct Act 2013.
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and assumptions.
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments.
The Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to
measure them was defined in the product disclosure statement at the time of the IPO.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
- Trade receivables
- Cash and cash equivalents
- Trade and other payables
The unaudited interim financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (“NZ GAAP”), and its interpretations and other relevant Financial Reporting Standards applicable to profit-oriented
entities. The financial statements comply with International Financial Reporting Standards (IFRS).
This general purpose financial report for the interim half year reporting period ended 31 December 2020 has been prepared in accordance
with Accounting Standard NZ IAS 34 Interim Financial Reporting.
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the Compilation
Report-Disclaimer of Liability.
7
New Zealand Rural Land Company Limited
Notes to the Financial Statements
for the period from 11 September 2020 to 31 December 2020
4. Convertible loans
11 September 2020
to
31 December 2020
(Unaudited)
$
Convertible loan received on 18 August 2020 75,000
Convertible loan received on 19 October 2020 85,000
Convertible loan received on 27 October 2020 70,000
Convertible loan received on 19 November 2020 145,000
Convertible loan converted to 300,000 shares at $1.25 per share on 18 December 2020 (375,000)
Convertible loans -
5. Share Capital
11 September 2020
to
31 December 2020
(Unaudited)
No. of Shares
$
Authorised and issued
Shares issued for services rendered - 60,000 shares at $1.25 per share 60,000 75,000
100,000 125,000
New shares issued during IPO - 60,000,000 at $1.25 per share 60,000,000 75,000,000
Costs associated with IPO - (2,333,208)
Convertible loan converted to 300,000 shares at $1.25 per share 300,000 375,000
Share capital at end of year 60,460,000 73,241,792
The Company has authorised shares totalling 60,460,000 and all shares are fully paid and have equal voting rights.
All shares participate equally in any dividend distribution or any surplus on the winding up of the Company.
The shares have no par value.
6. Cash & cash equivalents
11 September 2020
to
31 December 2020
(Unaudited)
$
Cash at bank 72,842,848
Total cash and cash equivalents 72,842,848
Cash at bank is held on call in a solicitor's trust account at an interest rate of 0.35% per annum.
Cash and cash equivalents include the following components:
On 15 October 2020 the Company and Allied Farmers Limited entered into a convertible loan agreement. The terms of the loan provided for
Allied Farmers Limited to provide the Company with $375,000 at certain milestones leading up to the IPO of the Company. On the date of the
IPO the convertible loan converted to ordinary shares in the Company at $1.25 per share, being the same price as shares were issued in the
IPO. The convertible loan did not attract interest.
Shares issued for assignment intellectual property - 100,000 shares at $1.25 per share
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the Compilation
Report-Disclaimer of Liability.
8
New Zealand Rural Land Company Limited
Notes to the Financial Statements
for the period from 11 September 2020 to 31 December 2020
7. Receivables & prepayments
11 September 2020
to
31 December 2020
(Unaudited)
$
Receivables116,251
GST receivables68,709
Interest accrual9,229
Prepayments102,006
Total receivables & prepayments296,195
8. Trade creditors & accruals
11 September 2020
to
31 December 2020
(Unaudited)
$
Trade creditors127,344
Accruals53,550
Total trade creditors & accruals180,894
9. Related Parties
11 September 2020
to
31 December 2020
(Unaudited)
$
Robert Campbell (to be paid in cash post IPO)8,125
50,000
Sarah Kennedy (to be paid in cash post IPO)5,417
Sarah Kennedy (Equity settled director fees for pre-IPO services) - 20,000 shares at $1.25 per share25,000
Total88,542
Shares issued in relation to assignment of intellectual property:
11 September 2020
to
31 December 2020
(Unaudited)
$
91,761
18,539
Hopeton Trustee Company Limited - 11,760 shares at $1.25 per share14,700
125,000
Christopher Swasbrook is a director and shareholder of Elevation Capital Management Limited and a director of the Company.
Director fees recognised in profit & loss:
Robert Campbell (Equity settled director fees for pre-IPO services, issued to Tutanekai
Investments Limited) - 40,000 shares at $1.25 per share
RPMilsom Investments Limited - 14,831 shares at $1.25 per share
Elevation Capital Management Limited - 73,409 shares at $1.25 per share
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the Compilation
Report-Disclaimer of Liability.
9
New Zealand Rural Land Company Limited
Notes to the Financial Statements
for the period from 11 September 2020 to 31 December 2020
9. Related Parties (cont.)
Brokerage recognised in costs associated with IPO:
11 September 2020
to
31 December 2020
(Unaudited)
$
747,255
747,255
There were no other related party transactions during the period.
10. Segment Reporting
11. Contingent Liabilities
There were no contingent liabilities or any outstanding litigation against the Company as at 31 December 2020.
12. Subsequent Events
There were no significant events between balance date and the date the financial statements were authorised for issue.
Hayden Dillion is associated with the director and shareholder of Hopeton Trustee Company Limited and a member of the key management
personnel of the Company's Manager, New Zealand Rural Land Management Limited Partnership.
New Zealand Rural Land Management Limited Partnership is the Manager of the Company and once the first purchase of land is completed it
will charge fees in accordance with the Product Disclosure Statement and the Management Agreement.
The Company has been formed for the purpose of acquiring rural land across Aotearoa/New Zealand agricultural sector and is considered to
operate in a single segment. As at the reporting date the Company has not acquired any land.
Richard Milsom is a director and shareholder of RPMilsom Investments Limited and a member of the key management personnel of the
Company's Manager, New Zealand Rural Land Management Limited Partnership.
The costs for the intellectual property have been recognised in marketing expenses in the statement of comprehensive income.
The brokerage was paid to Elevation Capital Management Limited by Jarden. Jarden included the brokerage in the fees and expenses to the
Company. Christopher Swasbrook is a director and shareholder of Elevation Capital Management Limited and a director of the Company.
Elevation Capital Management Limited
This statement has been compiled without undertaking an audit engagement or review engagement and should be read with the Compilation
Report-Disclaimer of Liability.
10
---
INTERIM REPORT COMMENTARY FOR PERIOD ENDING 31DECEMBER 2020
Welcome to New Zealand Rural Land Company’s (NZRLC) interim report for the period 11 September 2020 to 31 December
2020.
We successfully raised $75 million through our Initial Public Offering (IPO) in late 2020 and listed on the NZX Market. The
support for our IPO was pleasing with both institutional and retail investors joining our register. With the IPO proceeds available
to deploy, our focus is now on acquiring rural land in the New Zealand dairy sector.
Our manager, New Zealand Rural Land Management Limited Partnership, is progressing due diligence as expected on a
number of dairy farms in the South Island for NZRLC. The manager has been working closely with several substantial operators
undertaking due diligence investigations. It is important to remind investors that despite assets being identified as potential
acquisitions prior to the IPO, extensive due diligence (e.g. irrigation reports, soil testing, etc), does take time due to the size of the
assets we are looking to acquire. We anticipate being in a position to announce the terms of an acquisition in several weeks.
As was discussed in our Product Disclosure Statement (PDS) our intention is to acquire rural land across various industry sectors
over time. While our core, initial focus remains on acquiring dairy farms, we are having preliminary discussions with potential
tenants and vendors in other sectors such as viticulture. This work will continue so that we are prepared to diversify into other
sectors once we have established an asset base in the dairy sector.
Our intention remains to deploy all of the IPO proceeds towards acquiring rural land in the dairy sector with a conservative level
of gearing. Before diversifying into other industry sectors we are likely to return to shareholders for additional capital through a
pro-rata rights issue.
An advantage for NZRLC in implementing its rural land strategy is being a New Zealand investor and not requiring overseas
investment approval to make acquisitions. This means that NZRLC must keep foreign ownership of its shares to less than 25%.
At present our foreign ownership level is 22.12%. We actively monitor this ownership level and have tools in our constitution to
ensure that we remain under this 25% level.
We would also like to remind shareholders the interim accounts attached to this announcement produced by BDO are unaudited.
Our annual financial statements will be audited by PwC as is required by the Financial Markets Conduct Act 2013.
We thank our shareholders for their support in our IPO and we look forward to advising you on our acquisitions in the near future.
Rob Campbell
Chair
The Blade, Level 4, 12 St Marks Road, Remuera, Auckland 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
---
Results announcement
(for Equity Security issuer/Equity and Debt Security
issuer)
Updated as at 31 December 2020
Results for announcement to the market
Name of issuer New Zealand Rural Land Company Limited
Reporting Period 6 months to 31 December 2020
Previous Reporting Period N/A – first reporting period
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$9.7 N/A%
Total Revenue $9.7 N/A%
Net profit/(loss) from
continuing operations
($208.6) N/A%
Total net profit/(loss) ($208.6) N/A%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend is proposed
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.208 $N/A
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to attached interim financial statements
Authority for this announcement
Name of person
authorised
to make this announcement
Christopher Swasbrook
Contact person for this
announcement
Christopher Swasbrook
Contact phone number +64 21 928 262
Contact email address Chris.swasbrook@elevationcapital.co.nz
Date of release through MAP
26/02/2021
Unaudited financial statements accompany this announcement.
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.