Annual Report for Financial Year to 30 June 2021
Helping grow the country
For the year ended 30 June 2021
Annual Report
$22.7m
$56.0m
28¢/share
Operating Earnings before
interest, tax, depreciation
and amortisation (“Operating
EBITDA”) of
Fully imputed dividends
for the year of
Net Profit After Tax
(“ N PAT ” ) o f
$15m
$13.8m or 33%
ANNUAL REPORT 2021
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Performance
Highlights
2021 Financial Year
Front cover image
PGG Wrightson Technical Horticultural Representative for Fruitfed
Supplies, William Moss, discusses the benefits of growing grass
between strawberry rows with Matt Ashby at Matakana Berry Co
near Warkworth, Northern Auckland, in May 2021.
"Shades of Green" in Southland by Ilka Seebeck for
the PGG Wrightson Landmarks Photo Collection.
"Country roads, take me home"
in Otago, photographed by Kayla
Redshaw for the PGG Wrightson
Landmarks Photo Collection.
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PGG WRIGHTSON LIMITED
and facilitated
> 50 grower
meetings nationwide
TRIFR
(total recordable injury frequency rate)
Safety and wellbeing
51%
since FY18 baseline
➔
Fruitfed R&D team conducted
> 70 trials
2021 Achievements at a glance
properties sold compared to FY20
Real Estate
31%
➔
SOLD
online learning courses
Our people completed
> 9,000
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PGG WRIGHTSON LIMITED
Contents
Annual Shareholders’ Meeting 19 October 2021
Half-year earnings announcement 22 February 2022
Year-end earnings announcement
16 A
ugust 2022
Introduction
2021 Financial Year Performance Highlights 1
2021 A
chievements at a glance 3
Chairman and Chief Executive Officer’s report 7
Our Company
Board of Directors
12
Ex
ecutive Team 14
The year in review 16
Retail & Water – Fruitfed/ Hinemoa Quality Producers 24
Agency – Livestock/Mt. Guardian Perendale Stud 26
M
āori Agribusiness Team – Te Roroa Group 28
Group Strategy 30
PGG
Wrightson in the community
32
Environmental, Social and Governance Reporting
36
F
inancial information
Key Financial Disclosures
41
Directors’ Responsibility Statement 42
Additional Financial Disclosures including
Notes to the Financial Statements 51
Independent Auditor’s Report
89
G
overnance
Corporate Governance and Board Charter
93
Statutory Disclosures 101
G
eneral Disclosures 106
Shareholder Information 107
Corporate Directory 109
Calendar
Sustainability
As part of our commitment to sustainability, this annual report is printed on
environmentally responsible paper, produced using Elemental Chlorine Free (ECF),
Third Party certified pulp from Responsible Sources, and manufactured under the
strict ISO14001 Environmental Management System.
“This result reflects
the collective efforts
of our dedicated
team who are
passionate about
the rural sector,
supporting our
customers, and the
role the sector plays
for New Zealand.”
Rodger Finlay, Chairman
Stephen Guerin
Chief Executive Officer
Rodger Finlay
Chairman
* Total Shareholder Return (TSR) is calculated based on the movement in share price during the
financial year, plus the dividend (cents per share) paid, divided by the opening share price.
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PGG WRIGHTSON LIMITED
Chairman and Chief Executive Officer’s report
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 2021 of
$56.0 million. Net profit after tax (NPAT) was $22.7 million.
Fully imputed dividends for the year of
28 cents per share.
Total Shareholder Returns* of +30 per cent.
Our team and the business have again
proved that they are “Leaders in the Field”
in supporting our customers, the agri-
sector, and rural communities to deliver
an excellent result. The financial year
started and finished strongly with year-end
Operating EBITDA at $56.0 million, up
$13.8 million or 32.8 percent on last year’s
COVID-19 impacted result.
PGW also delivered a NPAT of $22.7
million which was up $15.0 million on the
prior year. These results substantiate the
decision taken to divest the Seed and Grain
business, allowing us to recalibrate our
cost base and systems, further develop our
people, and extend our service offering
and product range.
The Total Shareholder Return* was +30
per cent for the financial year ending June
2021. This represents impressive value
creation for shareholders and reflects well
on the health of the business and our
trading performance.
The Directors are particularly pleased that
the business has backed up our strong first
half result and that we traded well over
the second half. This result reflects the
collective efforts of our dedicated team
who are passionate about the rural sector,
supporting our customers, and the role
they and the sector plays for New Zealand.
We have seen just how important to New
Zealand’s success the primary sector is and
this has come into stark focus through the
global pandemic.
As a business PGW is clear about our
strategy of driving for growth by providing
our customers with sector leading
expertise and innovative solutions for their
farming and production needs. We look
to lead the market through the specialist
knowledge and technical expertise of our
people, which we foster through investing
in their leadership and capability, and in
identifying and bringing to market new
products we source and trial in New
Zealand conditions. Our customers value
PGW’s technical offering and see this as
a distinguishing strength that we will
continue to develop. Our strong balance
sheet also allows us to contemplate
earnings accretive growth ambitions, both
internal and external.
Net Cash Flow from
Operating Activities of
$57.7 m
83.4%
7. 6 %
$847.8 m
Operating revenue of
Gross Profit of
$223.2 m
9.4%
Total Shareholder Returns* of
+30%
An impressive year for PGW
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Chairman and Chief Executive Officer’s report continuedPGG Wrightson Key Account Manager, Hamish
Drennan, inspects mixed species pasture sown
the previous spring to assist with growing out
calves with Andrew Furzeland and Rebecca
Furzeland at Homelands Farming Limited near
Methven, Canterbury, in May 2021.
There were periods during the year
where our stores and operations in the
greater Auckland area were impacted
by COVID-19 restrictions due to various
official pandemic alert levels. Some
of our business units were deemed
essential services and were able to
continue to supply and service our
customers. Our teams were outstanding
in their response to these disruptions as
they adapted to the strict protocols and
continued to serve our customers in safe
and innovative ways.
On-farm and market conditions
The outlook for the rural sector is
positive, and farmer and grower
confidence is encouraging. Pricing for
New Zealand’s key agricultural exports
has held up well and is expected to
remain strong in the foreseeable future,
as exports are predicted to reach new
highs next year. Continued strong
demand is expected for lamb and sheep
meat, with cattle prices also expected
to remain high. Dairy farmers are more
positive with a solid payout predicted
next year.
The rural sector and farmer sentiment
continues to see some challenges.
Labour shortages are a concern with
growers struggling to harvest all their
fruit and crops this past harvest season.
The uncertainty in the labour workforce
has also seen some growers put
development plans on hold until they
can get some assurity around access
to labour. Farmers, particularly dairy,
are also impacted by the lack of skilled
labour with many farmers needing to
work longer hours to make up for the
shortfall. Processors are also contending
with fewer workers.
Shipping delays continue to cause
disruption to the supply chain. Though
there continues to be demand for New
Zealand’s primary products, farmers and
growers are experiencing difficulty in
getting their products to market. These
constraints are also causing increased
cost pressures on imported inputs. Our
supply chain teams have a significant
focus on mitigating these issues for our
customers.
Regulatory change and compliance are
increasing costs and putting pressure
on the sector as farmers and growers
grapple with how to respond and assess
the level of investment needed to
achieve compliance.
Land use change across the country
is altering regional landscapes. An
increase in horticulture and arable
crops has seen a number of growers,
including the corporate market, diversify
their portfolios and invest in these
areas, which creates significant sales
opportunities for our Fruitfed Supplies
business. It is also evident that farmland
is being lost to forestry with sheep and
beef farms being converted at a rate that
is causing concern in some regions.
As is generally the case, our customers
and their growing operations were
impacted by a range of climatic
conditions. Hailstorms caused severe
damage in parts of the South Island,
with a number of fruit crops completely
written off. While drought conditions
were experienced in the first half of the
financial year with much of the East
Coast experiencing low soil moisture
levels, these conditions were abruptly
ended in Canterbury, the West Coast,
Marlborough, and Tasman following
several significant flooding events.
Our people
At 30 June 2021 PGW employed 1,755
employees (including casual, fixed-term,
commission, and permanent staff ).
Our continued investment in our
people demonstrates our commitment
to providing the tools and training
for our team members to be safe and
competent in their current roles, with
an eye on their personal growth and
succession opportunities.
Key programmes of work to enhance
our culture and develop our people
have continued over the past year
with a focus on leadership, safety and
wellbeing, and finessing people related
systems and processes. With our revised
“TO LEAD” leadership development
programme, alongside other training
and coaching, we are elevating
leadership and capability by focusing on
the behaviours, skills, and PGW values
that ensure our people are the kind of
leader that others wish to voluntarily
follow.
Our PGW Academy, run in conjunction
with the Primary Industry Training
Organisation, once again provided
a successful vehicle for highlighting
our rising talent. The programme is
designed to take some of our brightest
and best from across the business and
extend their knowledge and practical
skills within the agricultural and
horticultural sectors.
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Safety and wellbeing
Safety and wellbeing remains a key focus
for PGW with reinforced commitment
and visible leadership from the Executive
team to ensure it stays front of mind
for our people. Whilst it has been
pleasing to see our total recordable
injury frequency rate (TRIFR) reduce by
28 percent year-on-year, or 51 percent
since the FY18 baseline we enter the
new financial year with a revised Safety
and Wellbeing roadmap and resourcing
model to deliver on our vision.
Cashflow and debt
PGW experienced strong operating
cash flows during the year which
benefited from the excellent Operating
EBITDA performance and a focus on
working capital management including
receivables in particular. This focus has
seen PGW’s overdue debtors balance
track to historically low levels.
Capital expenditure of $6.8 million
was $2.3 million lower than FY20
and was impacted by a slowing in
the implementation of projects as a
consequence of COVID-19 related
disruption.
Net interest-bearing debt was $6.5
million as at 30 June 2021 and is the
lowest recorded at 30 June in over a
decade, excluding 30 June 2019 when
the proceeds from the sale of the Seed
and Grain business were held.
Distributions and
total shareholder return
Based upon the strong full year earnings
the Board declared a fully imputed final
dividend of 16 cents per share. The
dividend will be paid on 4 October 2021
to shareholders on PGW’s share register
as at 5pm on 10 September 2021. This
will effectively bring the total fully
imputed dividends for the year up to
an impressive 28 cents per share which
should delight shareholders.
The Total Shareholder Return* was +30
per cent for the financial year ending
June 2021. This represents impressive
value creation for shareholders and
reflects well on the health of the
business and our trading performance.
Outlook
As a business PGW is clear about
our strategy of driving for growth by
providing our customers with sector
leading expertise and innovative
solutions for their farming and
production needs. We look to lead the
market through the specialist knowledge
and technical expertise of our people,
which we foster through investing in
their leadership and capability, and in
identifying and bringing to market new
products we source and trial in New
Zealand conditions. Our customers
value PGW’s technical offering and
see this as a distinguishing strength
that we will continue to develop. Our
strong balance sheet also allows us to
contemplate earnings accretive growth
ambitions, both internal and external.
Looking ahead, the Board is confident
that PGW is well placed to continue to
grow. We have recently undertaken
an internal review of our PGW Group
strategy and have reset our Group
objectives and priorities, and we are
embedding this into the business
currently. This exercise has served to
reconfirm the key themes that continue
to drive improved performance for the
business, namely our differentiated
offering that lies in both the technical
expertise of our people and the offering
we successfully deliver (see pages 30
to 31).
There remains a degree of uncertainty
globally with increasing geopolitical
risks and as new variants of COVID-19
emerge. While the pandemic may
continue to impact consumer markets
and the global supply chain, PGW is
committed to supporting our customers
through these ongoing challenges and
has demonstrated that we can do this
effectively and profitably.
We hope to be in a position to provide
further guidance about our expectations
for FY22 at our Annual Shareholders’
Meeting in October 2021, following early
spring trading.
Governance changes
The PGW Board had two changes to
its membership during the year. David
Cushing retired from the Board on 30
April 2021, having served as a director
and Chair of the Audit Committee for
two years. The Board has previously
acknowledged and thanked David for
his excellent contributions as a director
during that period.
Dr Charlotte Severne joined the Board
as an independent director on 18 June
2021.
Chairman and Chief Executive Officer’s report continued
Insurance referrals / business
Our new joint venture relationship with
BrokerWeb Risk Services Limited (BWRS)
was launched in February 2021. The
insurance referral relationship was struck
given the strong strategic fit for us with
BWRS already holding solid presence
and capability in the rural insurance
market. Many of BWRS’s dedicated
brokers were either raised or live rurally
and they have local knowledge and
access to market-leading insurance
products and risk advice.
To demonstrate the confidence PGW has
in its new insurance provider, BWRS has
also been appointed as PGW’s corporate
insurance broker.
BWRS offers comprehensive, flexible,
and tailored rural insurance solutions
to meet the unique requirements of
our customers. BWRS has created three
bespoke products for our customers
including Rural, Lifestyle, and Bull
insurance. An additional benefit of this
referral arrangement to our customers is
that they have the convenient option of
being able to pay their insurance policy
premiums through their PGW customer
account.
For further information please visit
the insurance section of our corporate
website (www.pggwrightson.co.nz).
Acknowledgements
Our impressive year would not have
been possible without our exceptional
team whose tireless work and
commitment to our customers and rural
communities is greatly appreciated.
By living our values and seamlessly
adapting to challenges faced, our team
is truly promoting our vision of “Helping
grow the country”.
On behalf of the Board and Executive
team, we thank our customers and
shareholders for their loyalty, trust, and
continued support of the Company.
We would also like to acknowledge the
extra lengths our suppliers have gone
to in order to secure products for our
customers during these testing times.
Rodger Finlay
Chairman
Stephen Guerin
Chief Executive Officer
* Total Shareholder Return (TSR) is calculated based on the movement in share price during the financial year,
plus the dividend (cents per share) paid, divided by the opening share price.
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PGG WRIGHTSON LIMITED
Board of
Directors
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 and is
Chair of the Audit Committee. 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.
U Kean Seng
LLB (Hons), B.Ec
Director
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.
Dr Charlotte Severne
MSc, PhD (Geology), ONZM
Independent Director
Dr Charlotte Severne (Tūwharetoa,
Tūhoe) was a commercial scientist
and executive for 20 years and was
appointed to the PGG Wrightson
Limited Board on 18 June 2021 as an
Independent Director. She was also
Deputy Vice Chancellor at both Lincoln
and Massey Universities. In 2017 she
received an ONZM for her contribution
to Science and Māori. In 2018 she was
appointed The Māori Trustee, with
various governance and agency roles for
whenua Māori across New Zealand.
Retired
David Cushing
David Cushing retired from the Board of
PGG Wrightson Limited effective 30 April
2021.
Rodger Finlay
BCom, FCA, CFInstD
Independent 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. He is a Chartered Fellow
of the Institute of Directors, a Fellow
of Chartered Accountants ANZ, and a
graduate of the University of Otago.
After 24 years working principally for
two large global investment banks
based in London and Paris, Rodger,
since 2008, moved into full-time director
and trustee roles. Prior to chairing the
board of Crown Regional Holdings
Limited, Rodger was the Chair of the
Independent Advisory Panel of the
Provincial Growth Fund. He is also
currently Chair of NZ Post Limited,
Deputy Chair of Rural Equities Limited,
Director and Audit Chairman of Ngāi
Tahu Holdings, and a director or trustee
of several other New Zealand and
internationally based entities.
Previous governance roles held include
Chair of New Zealand Oil and Gas,
Director of Public Trust, and a Governor
of Radio New Zealand.
Joo Hai Lee
ACA (ICAEW), CPA (Australia), FCCA (UK), CA (ISCA)
Deputy Chairman
Joo Hai Lee was appointed as Deputy
Chairman of PGG Wrightson Limited 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 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 broking, 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.
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PGG WRIGHTSON LIMITED
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, Fruitfed
Supplies, Agritrade, and Water
businesses. He has worked for
PGG Wrightson Limited and its
predecessor companies since
1988. 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 Benefits Plan Trustee
Limited.
Nick Berry
General Manager Retail & Water
Nick was appointed General
Manager Retail & Water in
August 2019. Nick joined PGG
Wrightson Limited as New
Business Growth Manager
for Agritrade in 2014 and
through his five-year period
with Agritrade he grew the
business substantially. Prior to
joining PGG Wrightson Limited,
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 Limited 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 Limited being
General Manager Regions and
Otago Regional Manager. 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
General Manager Livestock
Ventures & Partnerships
Peter took up the role of
General Manager Livestock
Ventures & Partnerships
in October 2020, having
previously held the position of
General Manager Livestock for
PGG Wrightson Limited since
August 2014. In this role Peter
is focussed on adding value to
the Livestock business through
new initiatives and partnerships,
including the stewardship
of bidr
®. Before joining PGG
Wrightson Limited Peter headed
up Fonterra’s international
farming ventures business from
2008 until 2013. 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 Livestock
& Real Estate
Peter is General Manager
Livestock & Real Estate. Peter
has led the PGG Wrightson
Limited Real Estate business
since September 2013 and
took responsibility for PGG
Wrightson Limited Livestock
in October 2020. Peter was
previously General Manager
of New Zealand Sotheby’s
International Realty. Peter was
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 and
technology functions. Peter
started his career at Fletcher
Challenge and has broad
multinational experience
spending five years in
Scandinavia where he was the
Vice President of Accounting
and Tax for Norske Skog, a
large global newsprint and
magazine paper producer. He
relocated to Australia in 2005
and was appointed to the lead
finance role for the Australasian
region for Norske Skog. In 2008
Peter joined Gloucester Coal
Limited, an Australian Securities
Exchange listed mining
company as the Chief Financial
Officer. In 2010 he joined the
majority shareholder Noble
Group, a leader in managing
the supply chain of agriculture,
energy, metals, and mining
resources, headquartered
in Hong Kong and listed in
Singapore. He was the Chief
Financial Officer for Noble
Group in Australia.
Rachel Shearer
General Manager Human
Resources
Rachel was appointed PGG
Wrightson Limited’s General
Manager Human Resources in
April 2016 to lead our Group
Human Resources and Safety,
Wellbeing, and Environment
functions and teams. In this
role she oversees the PGG
Wrightson Limited People
Strategy with the foundations
of this being performance,
leadership, and culture. Prior
to joining PGG Wrightson
Limited, Rachel was GM Human
Resources at Solid Energy after
gaining experience as a human
resource consultant both
abroad and in her hometown
of Christchurch specialising in
organisational design, change
management and business
transformation.
Executive
Team
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PGW has two operating groups:
Retail & Water and Agency
"Onions galore" in Canterbury, photographed
by Rebekah Buchanan for the PGG Wrightson
Landmarks Photo Collection.
The year
in review
ANNUAL REPORT 2021
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PGG WRIGHTSON LIMITED
The Retail & Water business incorporates Rural Supplies, Fruitfed Supplies, Agritrade,
and Water. Retail & Water’s Operating EBITDA was a very pleasing $37.5 million and
was up $4.3 million on the prior year’s result; an increase of 13.0%.
Retail & Water group
Both our Rural Supplies and Fruitfed Supplies businesses traded very well this year. We
continue to increase market share and much of this growth can be attributed to the
superior technical ability of our staff. We currently have a very stable rep force who are
well supported by our specialist Technical and Research and Development (R&D) teams.
A significant challenge that we and many other businesses face is the much publicised
supply chain disruption that is being felt around the world. This will continue to have
an impact on the timelines for sourcing product and grower inputs as well as exports
to offshore markets. Our team continues to work assiduously to proactively minimise
supply disruption to our businesses and customers.
Our teams have been working collaboratively with our key suppliers, securing and
taking product into stock earlier, and working with customers to lock in their seasonal
requirements three to six months earlier than would ordinarily be the case.
Following the launch of our eCommerce website in June 2020, we have focused on
improving our user experience and expanding our product range online. We are pleased
with the way the new eCommerce channel has complemented our existing strong
store and in-field representative network. The new online presence has contributed to
an increase in PGW’s customer base, both online and in-store. More functionality will
be implemented next year, as we continue to strive to deliver value for our customers
through our digital channel.
During the year we relocated to three new purpose built stores in Taupō, Darfield, and
Alexandra, and we have also undertaken a store renovation in Mayfield in our continual
programme to improve our store network. This has enhanced the retail experience for
our customers and improved the working environment for our staff in those locations.
Rural Supplies
Our Rural Supplies business experienced
particularly strong growth this year
which is an excellent result in a highly
competitive market. This success is
attributable to both new customers who
have brought new business to PGW
and also growth in our market share
as customers respond positively to our
value-added technical offering and
advice.
We have employed some great new
talent in our business who have brought
fresh ideas, and in some instances, new
business. Our sales culture has grown
through continued investment in our
people and by providing more training
opportunities across all levels of our
business with the focus on sales and
service.
We are advertising Rural Supplies and our
locally based people more, by showcasing
our expertise in the field and promoting
our store network.
In support of the New Zealand wool
industry, our PGW Retail and Wool teams
collaborated with Norsewood Knitwear
on a new apparel range. Manufactured
from a blend of South Island merino and
North Island lambs’ wool, the Boundless
range includes wool from Wool Integrity
NZ
™ growers.
Revenue
Operating EBITDA
$
658.6M
$
37.5M
▲ 6.4%
▲ 13.0%
“Our sales
culture has
grown through
continued
investment in
our people and
by providing
more training
opportunities
across all levels of
our business with
the focus on sales
and service.”
PGG Wrightson Technical Field Representative, Arnold van
Straalen, discusses how the spring has gone with good
pasture growth and how well the new crops are looking
with Shane Duncan at Te Tumu Paeroa Dairies Limited near
Te Awamutu, Waikato, in November 2020.
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PGG WRIGHTSON LIMITED
Fruitfed Supplies
Our Fruitfed Supplies business has again
registered another record year for both
Operating EBIDTA and revenue. This
business is diversified across a number
of crops and we continue to adapt
to customer and market needs. The
horticulture sector is growing with
increasing investment and development.
We enjoy impressive market share across
a broad range of horticultural crops with
particular strengths in the grape, pipfruit,
stonefruit, and kiwifruit sectors, and we
continue to grow in the avocado, cherry,
and vegetable sectors.
Our core focus remains to add value
to our customers' businesses through
the technical ability of our Technical
Horticultural Representatives and by
supplying specialist products and
services. Our technical expertise offering
is differentiated by our expert Technical
and R&D teams who support our field
and store staff. This team conducts
a number of product trials in New
Zealand conditions across the industry,
investigating new products and chemistry
to assist our growers and suppliers
engage with industry bodies (see pages
24 to 25).
The industry remains buoyant, which is
driving investment and development
in the horticultural industry. New
developments across several different
crops continue throughout the country.
Corporate businesses are investing in
the horticultural sector, as they look
to diversify their portfolios which had
previously focussed on beef and dairy
operations. These developments
continue to create sales growth
opportunities for Fruitfed Supplies.
A reinvigorated Fruitfed Supplies
marketing plan was implemented and
delivered during the year. This has been
a purposeful shift for Fruitfed Supplies
as we move to increase the profile of
the business and put a spotlight on
our specialist expertise. A focus of
this campaign was to increase brand
awareness while also demonstrating our
R&D capability and highlighting the value
we add to our customers' businesses.
Agritrade
Our wholesale business division,
Agritrade, which manufactures certain
products, and sells and distributes a
variety of other products, continues to
demonstrate positive momentum.
Maintaining inventory during the
worldwide supply chain disruption
created by COVID-19 has presented
challenges and caused Agritrade to place
orders and receipt stock earlier than usual.
Whilst the inability to travel internationally
has hampered new product sourcing
and development opportunities, it
was nevertheless pleasing to note that
five new products were registered
by Agritrade for the New Zealand
market during the year and are being
commercialised.
Water
We have reshaped the Water business to
align with market conditions. This has
resulted in an improvement in EBITDA
compared to the previous year. Our
full-service water and irrigation packages
to customers through Rural Water have
seen improved sales. However, shipping
delays will likely push out some delivery
timelines in the short to medium term.
“Our core focus
remains to
add value to
our customers’
businesses
through the
technical ability
of our Technical
Horticultural
Representatives
and by supplying
specialist products
and services.”
PGG Wrightson Technical Horticultural
Representative for Fruitfed Supplies, Mike
Treloar, discusses grape quality ahead of
the 2021 vintage with John Flanagan,
Viticulturist at Cloudy Bay Vineyards,
Marlborough, in February 2021.
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|
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|
PGG WRIGHTSON LIMITED
Agency group
Revenue
Operating EBITDA
$
186.5M
$
25.2M
▲ 12.4%
▲ 60.6%
Territory Manager for bidrTerritory Manager for bidr®®, Jessica Davies, and National Territory Manager , Jessica Davies, and National Territory Manager
for bidrfor bidr®®, Caitlin Rokela, review the list of online buyers as they get ready , Caitlin Rokela, review the list of online buyers as they get ready
to open online bidding for the Rangatira Angus Mixed Age Cow and Calf to open online bidding for the Rangatira Angus Mixed Age Cow and Calf
dispersal sale, near Gisborne, Poverty Bay, in March 2021.dispersal sale, near Gisborne, Poverty Bay, in March 2021.
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.
Our Livestock business has maintained
market share throughout the country,
with the South Island achieving a very
solid result. During the year strong values
were achieved for sheep farmers, and
dairy farmers also received increased pay-
outs which in turn underpinned market
fundamentals for our Livestock business.
Our Deer business experienced a good
velvet season where values offset lower
venison prices.
We expanded our GO-BEEF and GO-LAMB
product offering and launched GO-
DEER. Next year we expect to add to our
GO-STOCK range with GO-STOCK DAIRY,
which we anticipate will be well received
and grow our GO-STOCK offering further.
bidr
®, our virtual saleyard has run over
400 auctions and sold more than $50
million worth of livestock since its launch
in June 2019. bidr
® continued its software
development and in FY22 live streaming
from Fielding, Stortford, Wellsford, and
Frankton saleyards will be launched
with others to follow as we roll out this
technology. Excellent Livestock Genetics
results throughout the year culminated in
the bull sales auction series where bidr
®’s
hybrid platform came to the fore. bidr
®
ran a number of charity auctions raising
money for causes such as New Zealand
Land Search and Rescue, Cystic Fibrosis
NZ, and Rural Support Trust.
Wool
PGW Wool has done a good job
navigating the ongoing challenges that
have been accentuated by COVID-19.
Our team worked closely with growers to
reduce their stockpiles of crossbred wool
and did see some benefit from improved
pricing in the second half of the financial
year. PGW Wool sold an additional 46,700
bales as compared to the previous year.
Our export subsidiary, Bloch & Behrens
Wool (NZ), worked diligently with
overseas customers to ensure contracted
obligations to our growers were fulfilled.
We are passionate about supporting
the wool industry and we are working
closely with industry bodies on initiatives
to tell the wool story to the world. Our
commitment is recognised by our
investment in the Strong Wool Action
Group, becoming a founding wool
member of the NZ Farm Assurance
Programme. We continue to grow our
PGW Wool Integrity Programme which is
a quality standard providing assurances
to the international marketplace around
important consumer expectations.
As global consumers increasingly
recognise the positive attributes of
wool and its associated products and
they become more discerning in their
purchases, we anticipate an increasing
shift from synthetics to natural fibres
which will ultimately result in stronger
returns for our growers.
Real Estate
The Real Estate business has seen
particularly strong demand across all
sectors of the rural property market,
which has also been fuelled by low
interest rates. This resulted in the Real
Estate business experiencing its best
returns in over a decade at both an
Operating EBITDA and gross commission
income level.
During the year we acquired the Reid
and Wilson Limited Real Estate business
in Timaru and opened a new office in
Lincoln, Canterbury.
We see early signs of a positive spring
for rural sales, with more appraisals than
usual taking place with a larger number
of listings coming to the market, which
we expect will turn into continuing solid
demand for the first six months of FY22.
With strong commodity values in rural we
anticipate a number of retirement and
succession initiated listings coming to
the market. We are experiencing strong
buyer enquiry for rural properties. The
shortage of residential and lifestyle listings
is expected to continue in the current low
interest rate environment.
Our Agency group incorporates the Livestock, Wool, and Real Estate businesses. Trading for this
group is weighted towards the second half of the financial year. Operating EBITDA was $25.2
million and was up $9.5 million on the prior year’s result, an increase of 60.6%.
“bidr®, our virtual saleyard has run over 400 auctions
and sold more than $50 million worth of livestock
since its launch in June 2019.
”
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|
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|
PGG WRIGHTSON LIMITED
Fruitfed Tech Team
Hinemoa Quality Producers Limited
Fruitfed was established in 1916 as a grower-owned organisation and although the ownership
structure has changed over its more than 100 year history, the name Fruitfed has remained. Today
Fruitfed Supplies is the horticultural trading division of PGW and for over 60 years our Technical
Team has been an integral part of the business.
The PGW Technical Team is made up of
three distinct divisions: Crop Monitoring,
Research and Development (R&D),
and our Agricultural and Horticultural
Extension teams. Crop Monitoring is our
in-field data collection service providing a
valuable tool to help growers understand
their production systems to a greater
degree. The R&D team is dedicated
to trialling new products for growers
to manage existing and emerging
agronomic threats. The Horticultural
Extension team is responsible for taking
the captured field data from Crop
Monitoring and the scientific results
from R&D and translating this data into
information our Technical Horticultural
Representatives and customers can base
their decisions on.
Chris and Vikki Nicholson are third
generation farmers on their 212 hectare
property at Pukekawa, in Northern
Waikato. Over the past 30 years the
farm has been commercially growing
vegetables and the Nicholsons developed
the Hinemoa Produce brand which is
known for its quality produce. They have
invested heavily in sustainability initiatives
and in 2012 they won the Ballance Farm
Environment Awards Waikato Supreme
Title.
The family’s relationship with Fruitfed
Supplies dates back to when they started
growing vegetables. Chris sees the value
in being part of the development of new
products for the industry, so he regularly
opens his property to host R&D trials.
Chris says “I enjoy taking part in trials as
it is important for the industry to get
pests under control and any information I
receive from the trials is a bonus. Hosting
visits and visiting other trials is the best
way to see results first-hand. The team
is great to deal with, they get on and do
the job and their results add value to my
business.”
Chris grows late season potato crops
which can experience high disease, so
he was keen to be involved in the R&D
potato blight trial run by Catherine James,
Technical Advisor. The trial resulted in the
development of new tools for early potato
blight control.
A developing threat to Pukekohe potato
growers is the Potato Tuber Moth
(PTM), Phthorimaea operculella which
causes significant loss. Fruitfed Supplies
supported growers in the region with
greater information and control strategies
for their crops and Chris was part of this
regional survey which is tackling PTM on
multiple fronts.
Carmen Pieterse, Crop Monitoring
Coordinator, was responsible for
setting up the PTM survey in the field.
By proactively tracking the arrival,
development, and peaks in PTM numbers
across the region, growers could track the
PTMs progress and make proactive well-
informed control decisions. Results were
recorded on a weekly basis and Daniel
Sutton, Technical Specialist - Vegetables,
analysed and distributed the anonymised
data to those involved in the survey.
Monitoring and tracking pests, disease,
and beneficial insects allows for the use
of softer control measures to remove
the pests and keep beneficial insects
in the crop. This is the cornerstone of a
beneficial Integrated Pest Management
(IPM) system. Carmen says, “nature does
the work for you with the good helping
to remove the bad, without having to
introduce harsher chemicals and pay for
sprays that are not required.”
Daniel is investigating new PTM control
options and helping with new product
registration data. Daniel says “we
are looking into other factors to help
improve the effectiveness of in-field
control options. Some insecticides ‘miss
the target’ when it comes to PTM so
there is a big push for more targeted,
appropriate insecticide use. As part of
our IPM strategy we are also working on
in-field cultural practices by boosting the
numbers and effectiveness of beneficial
insects and looking at crop storage
control options.”
Working with Fruitfed
Carmen Pieterse joined the
Fruitfed Supplies Technical Team as a Crop
Monitoring Coordinator in 2020. Based
in Pukekohe, Carmen enjoys managing
her team of scouts and believes crop
monitoring is a small step to a more
sustainable future.
Catherine James joined the Technical
Team at Fruitfed Supplies in 2020 as the
Technical Advisor for vegetable crops
based in Pukekohe. Catherine enjoys the
privilege of being part of a team that is
dedicated to helping our growers and the
future of vegetable production.
Daniel Sutton has been part of the
Technical Team for Fruitfed Supplies
for over 10 years. Daniel works across
many aspects of the vegetable industry,
assisting to provide solutions to grower
problems and working alongside industry
bodies providing technical support.
PGW Wrightson Technical Team
members for Fruitfed Supplies,
Technical Advisor, Catherine James,
Crop Monitoring Coordinator, Carmen
Pieterse, and Technical Specialist,
Daniel Sutton, identify tuber moth
larvae within leaves of a potato crop
with Chris Nicholson and Simon Greer
at Hinemoa, near Pukekawa, Northern
Waikato, in May 2021.
PGG Wrightson Livestock Representative,
Nic Denton, discusses ewe scanning results
with Tim Anderson and Woody Anderson, at
Mt. Guardian Perendales in Conway Flat, North
Canterbury, in August 2021.
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PGG WRIGHTSON LIMITED
The Anderson family has lived on Kalimera, a picturesque 930 hectare farm located in Conway Flat,
North Canterbury, since 1945. Tim and Sue are the third generation on the farm and the second
generation to run the Perendale stud, which was established by Tim’s father. Their son, Edward
(Woody) and his wife Sophie are in the process of becoming the fourth generation.
Mt. Guardian Perendale Stud has been
performance recording since the mid-
1960s, and their long tenure in breeding
is demonstrated by being the second
longest standing member on the SIL
(Sheep Improvement Limited) database.
Although the Andersons predominantly
run Perendales, they also farm Romdales,
Coopdales, and Suffolk/Beltex; along with
60 cows, plus replacement heifers for
pasture management.
Selling stud rams is an incredibly
competitive business with clients
primarily requiring fertility, meat, growth,
and survival traits. Woody explains, “our
stud point of difference is our 30 years’
experience of hands-on ram breeding
and all rams are DNA recorded, allowing
us to get parentage on all of our progeny.
This means we can run them out on the
hill rather than in small stud paddocks.
This year we invested in a high resistant
facial eczema ram, to introduce this trait
into our sheep."
Part of the Anderson’s success is due
to their close personal relationships
with their clients, “the continuation and
longevity of the stud is being able to keep
those close ties going and we always
try to communicate with our clients
throughout the year to see how the rams
have gone” says Tim.
Being ecology conscious, the Andersons
have recently gifted 200 hectares to
the QEII National Trust to ensure this
landscape and biodiversity is protected
in perpetuity. They have installed six
kilometres of deer fencing and are
currently working to eradicate pests to
protect this special area.
The Anderson’s relationship with PGW
dates back more than 60 years to Tim’s
grandfather. Tim recounts “we have a
long steeped history dealing with PGW
since the 1950s, when it was Pyne Gould
Guinness. Humphrey Gould and co used
to come up and visit us on the farm.”
The Andersons deal with PGW
representatives nationally. PGW Genetics
helped the Andersons set up a successful
breeding joint venture with a Wairarapa
based Romney stud, where opposite sex
hoggets are mated from each farm.
North Canterbury based PGW Livestock
Representative, Nic Denton has worked
with the Andersons for 15 years. “The
Andersons are a pleasure to work with,
their loyalty and honesty is second to
none. I have really enjoyed working with
Tim and Sue, and in the last few years
dealing more and more with Woody.
They have become much more than just
customers.”
“We have been very lucky with all
our agents,” says Tim, “but Nic’s been
exceptional. He has a particularly
good way with people which is vitally
important, and he takes an interest in our
sheep. I can always tell when he’s had a
good day selling through Canterbury Park
by the tone of his voice on the phone.”
“We also have a good rapport with Simon
Luoni (PGW Livestock Representative,
based in Taihape, Manawatu-Wanganui).
Simon does a lot for us in the North Island
and brings his clients down to choose
rams.”
“We also utilise Simon Eddington (PGW
Genetics Representative, based in
Canterbury), he’s a good fella doing a
good job.”
Regardless of the depressed strong
wool prices at present the Andersons
continue to test for desirable wool
traits of curvature, micron fineness,
and coarse edge with their sale rams,
as many clients are still selecting for
good wool traits in their wool. PGW
Wool Representative, Peter McCusker
has been involved with marketing the
Kalimera wool clip for over 30 years.
Peter concludes “I enjoy catching up with
Tim and Woody at shearing and have
awarded the Andersons numerous wool
ribbons at shows and events over the
years. The Anderson family has always
been passionate about their wool and are
strong supporters and advocates for the
New Zealand wool industry.”
Livestock
Mt. Guardian
Perendale Stud
Working with PGW
Nic Denton joined PGW
17 years ago as a Livestock Representative
covering sheep and beef for North
Canterbury, and is one of PGW’s team
of more than 180 experienced livestock
representatives nationally.
Having worked predominately in the
Cheviot area for the last 15 years Nic
has experienced all that this area of the
country has to offer – from drought to
floods. “The connections I have built over
the years are what allow my customers
and I to get through these challenges.
Being an agent requires a collaborative
approach and is something I really enjoy.”
PGG Wrightson Iwi Relationship Manager,
Ron Walters, discusses how the relationship
between PGW and Te Roroa is progressing
with Snow Tane at the Te Roroa visitor centre,
in Waipoua, Northland, in May 2021.
PGG Wrightson Technical Field Representative, Mark Bradley, discusses an
upcoming development area that is coming out of pine with Duanne Golley
and Tama Waaka on Waikara farm, South of Waipoua, Northland, in May 2021.
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|
29
Māori Agribusiness Team
Te Roroa Group
Te Roroa Farm Development Limited,
whose rohe stretches along the West
Coast of the North Island from the
Hokianga to Tokatoka in the Kaipara, is
an established client of PGW. Te Roroa
exists to provide better opportunities for
whānau with sustainability as a priority
through land, water, kiwi restoration
projects, and being part of the Kauri die
back response in the Waipoua forest.
The Te Roroa Group is growing and
currently has four individual entities. Te
Roroa Farms comprises seven separate
farms which were originally leased out
for several years. The farms are now
run as one operation consisting of
approximately 3,200 hectares.
PGW’s Iwi Relationship Manager, Ron
Walters, has been working with Te
Kaiwhakahaere Matua/The General
Manager, Taoho (Snow) Tane of the
Te Roroa Commercial Development
Group. Ron’s aim is to “partner with iwi to
overcome some of the unique challenges
faced when developing their primary
sector assets. An essential component
of my work is developing and sustaining
mutually beneficial relationships between
Māori and PGW, while helping to unlock
the potential of the whenua/land and
how we can better work with and assist
Māori and iwi.”
Snow’s role is to lead the development
and implementation of the Group’s
strategies while supporting the Chairman,
Kaumātua, and the Team Leaders. Ron
and Snow connect once a month to
discuss kaupapa, tikanga Māori, and
farming practices and development.
Ron works closely with Mark Bradley, PGW
Technical Field Representative. Technical
Field Representatives assist customers
to grow value by providing technical
support, in depth product knowledge,
and expert advice. Mark’s experience and
broad knowledge within the agricultural
industry gains him the trust and respect
of his clients. Mark gives detailed
presentations relating to farm practices
alongside Duanne Golley, Te Roroa Beef
Farms Kaiwhakahaere/Manager, which are
well received by Te Roroa.
Duanne appreciates that Te Roroa
benefits from the breadth and depth of
PGW. Duanne says “we used to engage
an independent fertiliser consultant.
Mark made good use of one of the many
resources and expertise within PGW
and introduced a Technical Specialist
soil scientist who was able to design a
sustainable fertiliser programme that gave
Te Roroa better utilisation. The results
have certainly paid dividends by getting a
better response to the fertiliser as well as
lifting productivity, so we transferred the
whole programme to PGW.”
Snow enjoys “partnering with PGW as
they have provided a lot of support to our
farms, especially when we regained our
farms and we needed to stock them. The
relationship with PGW works well, with
Ron and I discussing governance which
focuses on our people, future generations,
and caring for the land, while Duanne and
Mark’s relationship is around farm systems
and a trusted advisory role.”
PGW’s Māori Agribusiness team is a dedicated unit within PGW providing guidance on farming
practices that align with the environmental values of our Māori agribusiness clients. Our dedicated
Iwi Relationship Managers liaise with our Māori agribusiness clients and the team engages with PGW
colleagues across the Company to ensure technical expertise and industry knowledge are provided.
PGW regularly hosts Māori agribusiness hīkoi where Māori agribusiness clients have the opportunity
to visit other Māori agribusinesses. The team networks with numerous government and farmer-
owned primary industry participants to ensure engagement with industry stakeholders and strongly
represent Māori agribusiness. PGW is also a proud sponsor of the Ahuwhenua Trophy, Te Puni Kōkiri
Excellence in Māori Farming and Horticulture Award, which acknowledges and celebrates
Māori agricultural and horticultural excellence.
Mā ngā huruhuru ka rere
te manu.
It is the feathers that
enable the bird to fly.
Working with PGW
Ron Walters joined PGW’s
Māori Agribusiness team over three years
ago as the Iwi Relationship Manager
covering the Te Tai Tokerau rohe. Ron
engages with his colleagues across the
Company to ensure technical expertise
and industry knowledge is provided to our
clients through our trusted experts in the
field. What Ron loves most about working
for PGW is the “diversity of expertise
within the Company that we have to offer
our valued clients.”
Mark Bradley is a Technical Field
Representative based in Dargaville,
servicing customers across the Kaipara
area. Mark joined PGW 13 years ago and
enjoys contributing to his customers by
delivering a high level of on-farm and
off-farm technical support across the wide
range of farming business groups. Mark
is one of our more than 100 experienced
Technical Field Representatives nationally.
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|
31
PGW Group Strategy
The divestment of the Seed and Grain
business inclusive of PGW’s operations
in Australia and South America in late
2019 significantly changed the business.
Following settlement of that transaction
the focus in the immediate term turned to
recalibrating PGW’s corporate functions,
and adjusting to the new operational
structure. After the successful right
sizing of the Group support functions
our attention shifted to the review of our
PGW Group strategy. Outcomes from
that review were delayed, however, while
COVID-19 captured worldwide attention,
with our business concentrating on
managing our operations through the
ongoing challenges created by the
pandemic.
Living with the global pandemic is likely
to be the reality for some time to come
and our business has adjusted to this
reality and undertaken a review that has
culminated in resetting the strategic
priorities for PGW Group.
As part of this exercise the Executive
team and Board took stock of trends
and developments in the agricultural
sector internationally and domestically to
determine PGW’s ‘why’, while reflecting
upon and respecting our proud history
but concentrating on the future and
growth opportunities for PGW Group.
We also considered customer insights
gathered from external market research to
better understand customer perceptions
and expectations. This work provided
clear observations relating to the deep
customer relationships PGW staff hold
and the trust that our customers place
in PGW came through strongly. A key
insight that was reinforced was the value
associated with the technical expertise
we provide to our customers, the advice
we offer to the industry, and in turn the
creation of value for our shareholders.
Our Group Strategy is dynamic and will
continue to evolve as we respond to the
changing demands of the market.
The purpose of the PGW Group Strategy is to
provide clarity and direction at a Group level
around our strategic priorities that we will
collectively work towards. The eight priorities
are then layered in more detail in the strategic
objectives of each Business Unit and Corporate
Function. Each of the eight strategic priorities
have specific measurable objectives that we
will monitor progress over time.
As part of our aspiration to seek growth,
we will also seek out potential acquisition
opportunities within the New Zealand market
that complement PGW’s strengths and that
have a good strategic fit while also being value
accretive for the business.
At a high level the
strategy is based
around the three
foundational pillars in
our vision, our purpose,
and our values.
At a more targeted level we
have identified eight PGW Group
Strategic Priorities that help direct
our focus and the priorities where
we wish to make progress and
differentiate our offering, while
strengthening our position as a
market leader.
Leverage our
Collective Reach
Our Results
& Measures
Customer
Focused
Innovation
Our
Differentiated
Offering
Environment &
Sustainability
Invest in our
People
Trade Finance
Solutions
Our PGW
Brand Story
OUR VALUES
Accountability
Leadership
Integrity
Smarter
Teamwork
OUR VISION
Helping grow the country
and building on our heritage
through innovation and
trusted partnerships with
rural New Zealand.
OUR PURPOSE
Working alongside
New Zealand farmers
and gr
owers to service
their on-farm and
horticultural needs.
Group Strategic Priorities
Eight Key Themes
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PGG WRIGHTSON LIMITED
Over $550k
Pupils from Sheffield School
enjoying playing in their new
gaga pit which was built with
funds received from Cash for
Communities.
12 8
Both PGW and IHC wish to
thank our farming customers
for donating actual or
virtual calves and raising
$973,000
nationwide last season
has raised
$600,000
for rural focused
organisations, schools,
clubs, and charities
nationwide since launch
PGG Wrightson in the community
'Helping grow the country' is at the heart of everything we do. Our people have been key members in
their rural communities in which they live and work alongside their customers for 170 years.
PGW has supported and sponsored rural communities throughout the country for multiple
generations, from Agricultural and Pastoral (A&P) Shows to community organisations. We are proud
to be an integral part of New Zealand’s thriving and passionate agricultural industry.
Young Horticulturist
Young Viticulturist
Young Grower
Young Winemaker
continues to support and invest in
the horticultural industry through
sponsoring industry events
Cash for Communities
Since its inception in 2011, the Cash for
Communities programme has successfully
provided financial support to rural
communities throughout New Zealand.
Run by PGG Wrightson and Ballance
Agri-Nutrients, Cash for Communities
has raised $600,000 since launch for rural
focused organisations, schools, clubs, and
charities nationwide. Following the 2020
spring season, $51,804 was donated to
nominated recipients.
These community organisations
acknowledge that these funds often
provide additional opportunities that
would not otherwise be available, as
expressed by Sheffield School Principal,
Nigel Easson.
“One of the highlights for our year six
children, who were moving onto Darfield
High School the following year, was to
have the gaga pit completed three days
before the end of term four. They were
screaming out to have a go and we knew
we had the Cash for Communities funds
to use. Since building the pit we’ve had
children aged from 5 to 11 years old
playing, with the different ages interacting
and those interactions have been the
highlight for me.”
The Cash for Communities programme
continues to have the support of
farmers and growers who nominate an
organisation or charity they would like
to receive their donation, with $1 being
donated for every tonne of participating
Ballance Agri-Nutrients fertiliser
purchased on their PGG Wrightson or
Fruitfed Supplies account during the
campaign period.
IHC Calf & Rural Scheme
PGW Livestock is proud to be Principal
Sponsor of the IHC Calf & Rural Scheme,
which is one of the longest standing rural
charitable relationships in New Zealand.
Both PGW and IHC wish to thank our
farming customers for donating actual
or virtual calves and raising $973,000
nationwide last season, with nearly $40
million committed throughout the almost
40 year relationship. These funds help
the IHC to assist people with intellectual
disabilities and their families in our rural
communities.
In addition to our support of IHC, our
PGW Livestock business supports sheep
and beef associations, along with several
livestock competitions across New
Zealand.
Supporting the Horticulture Sector
Fruitfed Supplies continues to support
and invest in the horticultural industry
through sponsoring a number of events.
We work closely with organisations whose
programmes recognise innovation and
excellence in the industry.
We are passionate about developing skills
and fostering leadership, which are the
pillars of The Young Grower of the Year,
Young Viticulturalist of the Year, Young
Horticulturist of the Year, and Young
Winemaker of the Year competitions.
Fruitfed Supplies continued with its
Fruitfed Supplies Horticulture Scholarship,
which is an academic scholarship
available to a third year Massey University
student studying horticulture. The
intention of this academic scholarship
is to help promote excellence in
horticulture.
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35
PGG Wrightson in the Community continuedWaihi LandSAR provided
photograph of volunteers
participating in helicopter
deployment training.
These industry events are important
occasions for people to meet and
collaborate and recognise the
achievements of industry peers. Fruitfed
Supplies is delighted to co-sponsor
the Potato NZ conference, Hort NZ
conference, NZ Pinot Noir conference,
Silver Secateurs competition, and
numerous wine awards.
In addition, a number of our people
are involved with and are members of
horticulture industry groups and boards.
Land Search and Rescue
PGW entered a new three-year
sponsorship with New Zealand Land
Search and Rescue (LandSAR). LandSAR
is a national charitable volunteer
organisation who rely wholly on grants
and sponsorships in order to carry out
their vital service.
Many of our staff and customers regularly
enjoy our country’s great outdoors and
this is a way that PGW can demonstrate
our support for this important community
service that saves lives. A number of
PGW employees are LandSAR volunteers
and they freely dedicate their time to
training, maintaining their competencies,
and responding to emergency situations
when they arise.
PGW supported LandSAR via a charity
auction at Fieldays, with the funds raised
being disbursed to local groups. We also
collaborated with John Bull
® to release
the Harrier boot exclusively to our retail
stores where $10 from every boot sale is
donated to LandSAR.
LandSAR also received $5,000 through
our association with FleetPartners, the
provider of all our leased vehicles.
Supporting Industry Events, A&P Shows, Regional Field Days, Rural Communities, and Disaster Recovery
National Shearing Circuit
PGW is delighted to renew our
sponsorship of the National Shearing
Circuit for the next three years. Under
the current arrangement, PGW is co-
sponsoring the event with animal health
product manufacturer Nexan, with the
new title of the PGG Wrightson Vetmed
National Shearing Circuit.
Circuit committee chairman, Warren
White, says “PGW has been onboard as
a sponsor for 18 years now and we are
delighted to extend what has been an
excellent and enduring relationship.
As a sponsor they have been fully
committed to helping keep the circuit
afloat, particularly under the challenging
circumstances we faced last year.”
A&P Shows, Regional Field Days, and
Fieldays NZ
PGW is pleased to be involved with many
A&P shows 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.
Unfortunately, due to COVID-19, the New
Zealand Agricultural Show in Christchurch
was cancelled in 2020 but we look
forward to supporting its return in 2021.
Supporting Excellence in Māori
Farming
The Ahuwhenua Trophy, Te Puni Kōkiri
Excellence in Māori Farming and
Horticulture Award, acknowledges and
celebrates business excellence in New
Zealand's agricultural sector. It is an
honour for PGW to sponsor this trophy
which alternates between sheep and
beef, dairy, and horticulture each year,
so each sector competes on a three-year
rotational basis.
Due to COVID-19 and the postponement
of the 2020 awards ceremonies, two
awards ceremonies were held during
FY21. The Ahuwhenua Trophy Excellence
in Māori Horticulture Award was won by
Te Kaha 15B Hineora Orchard. Hineora
Orchard is a Māori freehold land block
located in the Eastern Bay of Plenty
township of Te Kaha, 65 km east of
Ōpōtiki. In addition to the horticulture
award the winner of this year’s
Ahuwhenua Trophy for the top Māori
Dairy farm is Tataiwhetu Trust located in
the Ruatoki Valley, south of Whakatane.
Industry Associations
As well as PGW sponsoring numerous
national breeder associations, PGW
employees are respected members of
many of these associations, providing
expert knowledge, advice, and support
to help these vital organisations fulfil
their industry objectives.
Community Events
PGW enjoys supporting local rural
community organisations and activities
that promote excellence in farming and
ultimately help grow the country. Our
preference is to sponsor through an
in-kind contribution such as the use of
PGW vouchers, marquee supply, or the
provision of people to help (e.g. judges).
PGW Wool continued their sponsorship
and support of the Wool in Schools
containers initiative as part of Campaign
for Wools.
Dr Tom’s Walk the Talk Wellness Tour –
With PGW
Dr Tom visited PGW customers in the far
north and as south as Te Anau on his final
year of the Walk the Talk Wellness Tour.
As well as presenting to key community
groups and in our stores, Dr Tom attended
Fieldays, National Horticulture Field Days,
AgFest, and South Island Agricultural
Field Days performing health checks and
discussing the importance of ‘knowing
your numbers’ when it comes to personal
health and wellbeing and supporting
farmers and growers in improving theirs.
Disaster Recovery
PGW is privileged to be able to help
our customers and rural communities
through natural disasters. Droughts,
floods, snowstorms, and windstorms
are all part of rural life and, in any given
year, at least some of our customers are
impacted by one of these events. As part
of our involvement in the communities
in which we live and work, PGW staff
are often some of the first called on to
provide assistance.
“Whoever said diamonds were a girl’s best friend
never had a dog” in Ohakune by Fran Frew for the
PGG Wrightson Landmarks Photo Collection.
ANNUAL REPORT 2021
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PGG WRIGHTSON LIMITED
For 170 years PGW has been part of rural New Zealand and we
take pride in our stewardship role alongside our customers and
stakeholders. Together we seek to ensure the farming sector
continues to prosper in a sustainable manner for generations to
come. There is growing recognition of the need for businesses
to implement environmental, social, and governance (ESG)
frameworks into everyday activities, with a particular spotlight in
New Zealand on the rural sector to operate sustainably. While
many of our activities are designed to support better farming
practices, we are increasing our efforts on environmental and
climate-focused outcomes.
We are committed to providing our team with a safe and healthy
work environment and training opportunities. Ethically, we
operate to the highest standard and we take responsibility for our
operations and supply chains.
PGW is dedicated to meeting the mandatory reporting climate-
related disclosures to be implemented by the New Zealand XRB
(External Reporting Board) and we have commenced work in this
area.
PGW’s strategy and framework for ESG reporting is continuously
evolving in response to market demands and regulatory
requirements. We are assessing the New Zealand Stock Exchange
ESG Guidance and the potential application of leading Global
ESG reporting frameworks to the Group to assist to inform our
strategy development in this area.
Environmental, Social and
Governance Reporting
Our dedication to 'Helping grow the country’ is demonstrated through our commitment to
protecting our natural environment for future generations. To be “Leaders in the Field” we need
to balance issues of environmental, social, cultural, and economic sustainability in order to make
a valuable contribution to the future of our country, our shareholders, our people, our customers,
our communities, and the rural business sectors we operate in.
off-job learning and
developing facilitated
training courses.
Our people
attended
675
tonnes of plastic from
farmers and growers
during the year.
Agrecovery’s product
stewardship programme
collected and recycled
532
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Environmental
As we continue to understand and
evaluate our impact on the environment
within which we operate, PGW’s
Environmental Compliance Working
Group completed a risk review of
environmental aspects and impacts of all
PGW operations, to identify any activities
and services of potential significant
risk. A process for monitoring and
reporting site environmental compliance
is being formalised as we engage with
Business Units to understand consent
requirements.
We recognise the need to report on our
environmental footprint, in particular
our carbon emissions, and we have
established an ESG Working Group to
take us on this continuous journey. Toitū
Envirocare has been engaged to assist
us in developing an inventory of PGW’s
carbon emissions with the intention of
seeking Toitū certification. The output
of this will support the development of
PGW’s Environment and Sustainability
Strategy which will consider the impact
of our business on the environment and
set environmental goals and reduction
targets, based on risk and opportunity.
The Retail & Water business has continued
to drive Environmental Management as a
key strategic initiative. The strategy group
has developed and launched numerous
initiatives over the course of the year.
These include:
developing tools to support our field staff in assisting farmers with the new Resource
Management (Stock Exclusion) Regulations 2020.
continuing to take a leading role regarding animal welfare in winter cropping
systems, with a senior member of the Technical Team sitting on the government led
Winter Grazing Action Group.
senior members of the Technical Team advising industry groups about the future
sustainability of agrichemical use in horticultural crops.
members of the Technical Team consulting and advising key government
departments responsible for developing environmental regulation.
working with multinational supplier companies to develop and commercialise
sustainability initiatives in New Zealand.
committing R&D resource through our Technical Team to the development of
biological alternatives into commercial spray programmes for horticulture.
undertaking waste audits on key Retail sites to determine our current trends in waste
flow and accumulation. This information will be used to help align our processes and
policies concerning waste and recycling.
engagement relationships with key environmental consultancy partners in Otago
and Southland to streamline the process for our customers to engage the right
people to help with their environmental planning journeys.
commencing work to attain the British Retail Consortium (BRC) certification in a
number of our stores across the country.
our new Alexandra store being set up as a trial site for new initiatives around waste
management.
With compliance and product security becoming increasingly important a Quality
Assurance coordinator was employed to support the business.
PGW Livestock’s upgrade of our saleyard network progresses through new infrastructure
enhancements. These focus on environmental, animal welfare, and health and safety
initiatives, and have included recent upgrades to the effluent systems in Wellsford and
Masterton.
PGW Wool are in the process of evaluating electric fork trucks and plan to trial some of
these in the business.
By working with our corporate head office landlord, we continue to analyse our
environmental impact through managing stormwater and protecting the quality of the
receiving groundwater.
As part of our commitment to sustainability, this annual report is printed on
environmentally responsible paper. To help minimise our environmental impact we
encourage our customers to receive statements and invoices by email. In addition, we
promote the receipt of this annual report by email.
Social
We invest in developing our people
through development programmes to
ensure they are appropriately trained
and equipped. This is important for
individual growth and engagement, and
it also enhances the skills of our teams
and leads to better service and advice for
our customers. During the financial year
675 people attended off-job learning and
developing facilitated training courses
and our employees completed more than
9,000 online learning and compliance
courses.
PGW has a series of human resources
policies which reference New Zealand
employment and health and safety
legislation, supported by our Code of
Conduct and our core company values
– accountability, leadership, integrity,
smarter, and teamwork.
We recognise that managing the health,
safety, and wellbeing of our people, our
customers and those we work alongside
is good for business, but above all else
we do it because we care. We believe
we play a significant role in influencing
the industry to create safer and healthier
outcomes. Safety and wellbeing remain a
key focus of our Board, our Executive team,
and our people, with a number of new
initiatives implemented (see page 10).
Throughout the country PGW proudly
supports and builds relationships with
grassroot rural communities, as well as
providing numerous industry, community,
and sponsorship arrangements (see pages
32 to 35).
In supply chain management, we are
committed to responsible sourcing. We
work with our supply chain partners and
insist on compliance with specified social
standards, including for example, working
conditions, ethical behaviour, antibribery,
and a prohibition on child labour.
Governance
PGW applies governance and risk
management procedures including
transparent accounting methods and
tax reporting. Shareholders are given an
opportunity to vote on important issues.
The Board and Executive profiles are set
out in this annual report (see pages 12
to 15). Governance measures including
remuneration, shareholder details, and
risk management are outlined in PGW’s
Corporate Governance and Board Charter
section of this annual report (see pages 93
to 109).
Our Fruitfed Supplies team is constantly looking for ways to recycle or re-use products
and they work with suppliers to ensure as many products as possible are sold in packages
and containers that can either be recycled or reused and to reduce the amount of plastic
in packaging. The team assist customers by collecting plastic bags from vineyards for
recycling as a part of the Plasback scheme.
Agrecovery’s product stewardship programme collected and recycled 532 tonnes of
plastic from farmers and growers during the year. We remain committed to supporting
Agrecovery’s agrichemical container recycling and chemical recovery programme.
These include:
providing logistical support through hosting Agrecovery containers at some of our
sites and working with customers to ensure used containers are returned.
our Fruitfed Supplies stores in Hastings and Blenheim assisting Agrecovery and our
customers by trialling the collection of low-density polyethylene.
management representation on Agrecovery’s Board.
PGG Wrightson Technical Horticultural
Representative, Rob Wards, inspects
a crop of Royal Gala apples for pests
and diseases at a client’s orchard in
Canterbury in March 2021.
ANNUAL REPORT 2021
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PGG WRIGHTSON LIMITED
Key Financial Disclosures
Consolidated Financial Statements
For the year ended 30 June 2021
KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the year ended 30 June 2021
ANNUAL REPORT 2021
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PGG WRIGHTSON LIMITED
PGG WRIGHTSON LIMITED
DIRECTORS’ RESPONSIBILITY STATEMENT
FOR THE YEAR ENDED 30 JUNE 2021
The Directors are responsible for ensuring that the consolidated financial statements give a
true and fair view of the financial position of the Group as at 30 June 2021 and the financial
performance and cash flows for the year ended on that date.
The Directors consider that the consolidated 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 consolidated financial statements with the Financial Reporting Act 2013 and
the Financial Markets Conduct Act 2013.
The Directors are pleased to present the consolidated financial statements for PGG Wrightson
Limited and its controlled entities (together the “Group”) set out on pages 43 to 88 for the year
ended 30 June 2021.
The consolidated financial statements contained on pages 43 to 88 have been authorised for
issue on 16 August 2021.
For and on behalf of the Board.
Rodger Finlay
Sarah Brown
Chairman Director and Audit Committee Chair
2021 2020*
NOTE $000 $000
Continuing operations
Operating revenue 1 847,815 788,036
Cost of sales 2 (624,589) (584,050)
Gross profit 223,226 203,986
Other income 366 300
Employee expenses 7 (119,828) (113,964)
Other operating expenses 3 (47,735) (48,126)
Operating EBITDA 28(E) 56,029 42,196
Non-operating gains/(losses) 4 4,456 132
Impairment and fair value gains/(losses) 5 1,832 (807)
Depreciation and amortisation expense (27,283) (26,667)
EBIT 28(E) 35,034 14,854
Net interest and finance costs 6 (5,621) (5,032)
Profit from continuing operations before income tax 29,413 9,822
Income tax benefit/(expense) 8 (6,693) (2,831)
Profit from continuing operations, net of income tax 22,720 6,992
Discontinued operations
Results from discontinued operations, net of income tax (7) (371)
Gain on sale of discontinued operations, net of income tax – 1,078
Profit/(loss) from discontinued operations, net of income tax (7) 707
Net profit after tax attributable to Shareholders of the Company 22,713 7,699
Basic & diluted earnings per share (EPS)
2021 2020*
NOTE $ $
Basic & diluted EPS on issued ordinary shares at the end of the period 9, 28(E) 0.301 0.102
Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 9, 28(E) 0.301 0.092
Basic & diluted EPS on a weighted average basis 9 0.301 0.049
Basic & diluted EPS on a weighted average basis – continuing operations 9 0.301 0.044
* Refer to Note 29 for further details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
KEY FINANCIAL DISCLOSURES
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PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2021
2021 2020*
N
OTE
$000 $000
Net profit after tax attributable to Shareholders of the Company 22,713 7,699
Other comprehensive income/(loss)
Continuing operations
Items that will never be reclassified to profit or loss
Changes in fair value of equity instruments 136 –
Remeasurements of defined benefit asset/liability 19 9,620 (3,942)
T
ax on remeasurements of defined benefit asset/liability
8
(2,694)
1,104
Total other comprehensive income/(loss) for the period 7,062 (2,838)
Total comprehensive income for the period attributable to Shareholders of the Company 29,775 4,861
* Refer to Note 29 for further details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
SEGMENT REPORT
For the year ended / as at 30 June 2021
A. Operating segments
The Group has two primary operating segments, Agency and Retail
& Water, which are the Group's strategic divisions. These operating
segments 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. 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:
–
A
gency: This segment derives its revenue primarily from
commissions in respect of rural Livestock, Wool and Real Estate
transactions. This segment also derives revenue from wool and
velvet product sales, and interest revenue from its Go receivables
(refer to Note 13 Go Receivables for further explanation regarding
this programme).
– Retail & Water: This segment includes the Rural Supplies and
Fruitfed Supplies retail operations, Agritrade, PGG Wrightson
Water, PGW Consulting, ancillary sales support and supply chain
functions. This segment derives its revenue primarily from the
sale of goods as well as the design, installation and servicing of
irrigation solutions.
–
Other: Other relates to certain Group Corporate activities
including Governance, Finance, Treasury, Risk and Assurance, and
other support services (such as corporate property services and
marketing) and includes consolidation/elimination adjustments.
The Marketing function derives sales revenue from its rewards and
on-charging programmes.
–
Discontinued operations: Relate to PGG Wrightson Seeds
Holdings Limited together with its subsidiaries and investments
in jointly controlled entities (formerly the Seed & Grain segment)
which was sold in May 2019; PGW Rural Capital Limited which was
established to hold and recover certain excluded loans related to
the sale of the Group's finance subsidiary, PGG Wrightson Finance
Limited; and the Standardbred business (previously included
within Agency) which was closed in January 2020.
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. Similarly,
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.
Corporate costs allocation
The Group allocates certain corporate costs to an operating segment
where they can be directly attributed to that segment or using the
following methods:
–
IT hardware, support, licence and other costs are allocated 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 to the operating segment to which the overdue
accounts relate.
Other costs such as non-operating gains/losses, impairment and fair
value gains/losses, net interest and finance costs, income tax expense
and the results of discontinued operations are not fully allocated by the
Group across the operating segments. The Group Governance, Finance,
Treasury, and Risk and Assurance functions continue to be reported
outside of the operating segments.
B.
G
eographical segment
The Group operates within New Zealand only and its revenue is derived
primarily from New Zealand.
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KEY FINANCIAL DISCLOSURES
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PGG WRIGHTSON LIMITED
SEGMENT REPORT CONTINUED
For the year ended / as at 30 June 2021
C. Operating segment information
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L
2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Sales revenue 74,022 71,699 638,622 604,345 2,250 2,186 – – 714,894 678,230
Commission revenue 107,685 88,770 79 97 58 112 – – 107,822 88,979
Construction contract revenue – – 18,950 13,640 – – – – 18,950 13,640
Interest revenue on Go receivables 3,805 4,258 – – – – – – 3,805 4,258
Debtor interest charges 615 659 848 962 (24) 159 – – 1,439 1,780
Sublease income 356 455 118 64 431 630 – – 905 1,149
Total external operating revenues 186,483 165,841 658,617 619,108 2,715 3,087 – – 847,815 788,036
Operating EBITDA 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196
Non–operating gains/(losses) 3,885 78 991 31 (420) 23 – – 4,456 132
Impairment and fair value gains/(losses) 917 243 589 (1,425) 326 375 – – 1,832 (807)
Depreciation and amortisation expense (8,457) (8,882) (15,060) (15,250) (3,766) (2,535) – – (27,283) (26,667)
EBIT 21,524 7,120 24,053 16,584 (10,543) (8,850) – – 35,034 14,854
Net interest and finance costs (2,418) (1,672) (2,073) (3,062) (1,130) (298) – – (5,621) (5,032)
Profit/(loss) from continuing operations before income tax 19,106 5,448 21,980 13,522 (11,673) (9,148) – – 29,413 9,822
Income tax benefit/(expense) (3,976) (1,686) (6,360) (3,652) 3,643 2,507 – – (6,693) (2,831)
Profit/(loss) from continuing operations, net of income tax 15,130 3,762 15,620 9,870 (8,030) (6,640) – – 22,720 6,992
Profit/(loss) from discontinued operations, net of income tax – – – – – – (7) 707 (7) 707
Net profit/(loss) after tax 15,130 3,762 15,620 9,870 (8,030) (6,640) (7) 707 22,713 7,699
Segment assets 184,177 184,714 245,131 238,486 23,681 32,617 5 – 452,994 455,817
Assets held for sale – – 40 40 – – – – 40 40
Total segment assets 184,177 184,714 245,171 238,526 23,681 32,617 5 – 453,034 455,857
Total segment liabilities (101,147) (87,481) (155,907) (145,907) (22,442) (69,344) – (18) (279,496) (302,750)
Capital expenditure (additions to non–current assets) 6,940 5,571 12,468 14,574 1,677 8,358 – – 21,085 28,502
D. Impact of NZ IFRS 16 Leases
The below non-GAAP disclosures are included to facilitate comparisons with reporting periods prior to the introduction of NZ IFRS 16
(being the reporting periods prior to 1 July 2019).
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L
2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Operating EBITDA including NZ IFRS 16 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196
Less NZ IFRS16 adjustments:
Other operating expenses (7,196) (7,300) (13,280) (12,773) (1,246) (1,671) – – (21,722) (21,744)
Operating EBITDA excluding NZ IFRS 16 17,983 8,381 24,253 20,455 (7,929) (8,384) – – 34,307 20,452
* Refer to Note 29 for further details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
KEY FINANCIAL DISCLOSURES
4 | PGG WRIGHTSON LIMITEDPGG WRIGHTSON LIMITED | 5
PGG WRIGHTSON LIMITED
SEGMENT REPORT CONTINUED
For the year ended / as at 30 June 2021
C. Operating segment information
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L
2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Sales revenue 74,022 71,699 638,622 604,345 2,250 2,186 – – 714,894 678,230
Commission revenue 107,685 88,770 79 97 58 112 – – 107,822 88,979
Construction contract revenue – – 18,950 13,640 – – – – 18,950 13,640
Interest revenue on Go receivables 3,805 4,258 – – – – – – 3,805 4,258
Debtor interest charges 615 659 848 962 (24) 159 – – 1,439 1,780
Sublease income 356 455 118 64 431 630 – – 905 1,149
Total external operating revenues 186,483 165,841 658,617 619,108 2,715 3,087 – – 847,815 788,036
Operating EBITDA 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196
Non–operating gains/(losses) 3,885 78 991 31 (420) 23 – – 4,456 132
Impairment and fair value gains/(losses) 917 243 589 (1,425) 326 375 – – 1,832 (807)
Depreciation and amortisation expense (8,457) (8,882) (15,060) (15,250) (3,766) (2,535) – – (27,283) (26,667)
EBIT 21,524 7,120 24,053 16,584 (10,543) (8,850) – – 35,034 14,854
Net interest and finance costs (2,418) (1,672) (2,073) (3,062) (1,130) (298) – – (5,621) (5,032)
Profit/(loss) from continuing operations before income tax 19,106 5,448 21,980 13,522 (11,673) (9,148) – – 29,413 9,822
Income tax benefit/(expense) (3,976) (1,686) (6,360) (3,652) 3,643 2,507 – – (6,693) (2,831)
Profit/(loss) from continuing operations, net of income tax 15,130 3,762 15,620 9,870 (8,030) (6,640) – – 22,720 6,992
Profit/(loss) from discontinued operations, net of income tax – – – – – – (7) 707 (7) 707
Net profit/(loss) after tax 15,130 3,762 15,620 9,870 (8,030) (6,640) (7) 707 22,713 7,699
Segment assets 184,177 184,714 245,131 238,486 23,681 32,617 5 – 452,994 455,817
Assets held for sale – – 40 40 – – – – 40 40
Total segment assets 184,177 184,714 245,171 238,526 23,681 32,617 5 – 453,034 455,857
Total segment liabilities (101,147) (87,481) (155,907) (145,907) (22,442) (69,344) – (18) (279,496) (302,750)
Capital expenditure (additions to non–current assets) 6,940 5,571 12,468 14,574 1,677 8,358 – – 21,085 28,502
D. Impact of NZ IFRS 16 Leases
The below non-GAAP disclosures are included to facilitate comparisons with reporting periods prior to the introduction of NZ IFRS 16
(being the reporting periods prior to 1 July 2019).
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L
2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Operating EBITDA including NZ IFRS 16 25,179 15,681 37,533 33,228 (6,683) (6,713) – – 56,029 42,196
Less NZ IFRS16 adjustments:
Other operating expenses (7,196) (7,300) (13,280) (12,773) (1,246) (1,671) – – (21,722) (21,744)
Operating EBITDA excluding NZ IFRS 16 17,983 8,381 24,253 20,455 (7,929) (8,384) – – 34,307 20,452
* Refer to Note 29 for further details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
KEY FINANCIAL DISCLOSURES
48
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021
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49
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2021
2021 2020*
$000 $000
Cash flows from operating activities
Cash was provided from:
Receipts from customers
818,914
809,733
R
eceipt for the termination of partnering contract, net of costs
3,934
–
Dividends r
eceived 1 17
Interest received 5,307 6,622
828,156
816,372
C
ash was applied to:
Payments to suppliers and employees (765,212) (774,842)
Interest paid (646) (923)
Interest paid on lease liabilities (4,036) (4,185)
I
ncome tax paid
(28)
(4,968)
L
ump sum contributions to defined benefit plans (ESCT inclusive) (563) –
(770,485) (784,918)
Net cash inflow/(outflow) from operating activities 57,671 31,454
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and assets held for sale
3,294 855
Proceeds from sale of investments
136
–
3,430 855
C
ash was applied to:
Purchase of property, plant and equipment (5,500) (5,419)
Purchase of intangibles
(1,309)
(3,683)
Investment sale costs (51) –
(6,860) (9,102)
Net cash inflow/(outflow) from investing activities (3,430) (8,247)
Cash flows from financing activities
Cash was provided from:
Increase in external borrowings and bank overdraft
– 47,320
–
47,320
Cash was applied to:
Share repurchase and cancellation
–
(234,000)
Dividends paid t
o shareholders (9,343) (12,564)
Repayment of external borrowings and bank overdraft (40,100) –
Repayment of principal portion of lease liabilities (18,299) (17,586)
(67,742) (264,150)
Net cash inflow/(outflow) from financing activities (67,742) (216,830)
Net increase/(decrease) in cash held (13,501) (193,623)
Opening cash 16,868 210,491
Cash and cash equivalents 10 3,367 16,868
* Refer to Note 29 for further details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
RECONCILIATION OF PROFIT AFTER TAX
WITH NET CASH FLOW FROM OPERATING ACTIVITIES
For the year ended 30 June 2021
2021 2020*
$000 $000
Net profit after tax 22,713 7,699
Add/(deduct) non-cash/non-operating items:
Depreciation and amortisation
27,283
26,706
I
mpairment and fair value losses/(gains)
(1,832)
807
R
eversal of software capital projects expensed in the current period 750 –
Bad debts written off (net) 67 489
L
oss/(profit) on sale of assets and investments, and lease terminations
(909)
(1,259)
F
oreign exchange loss/(gain)
333
135
D
eferred tax expense/(benefit) (258) 787
Defined benefit expense/(gain) 35 13
Pension contributions not expensed through profit or loss (563) –
O
ther non-cash/non-operating items
83
(284)
A
dd/(deduct) movement in working capital items:
Change in inventories
759
(915)
Change in accounts receivable and prepayments (22,694) 22,825
Change in trade cr
editors, provisions and accruals
26,468
(22,222)
Change in income tax payable/receivable
6,917
(3,716)
Change in other current assets/liabilities (1,481) 389
Net cash flow from operating activities 57,671 31,454
Cash Flows Accounting Policies
In the statement of cash flows, cash receipts and payments on behalf of customers which reflect the activities of the customers rather than
those of the Group are reported on a net basis.
*
Refer to Note 29 for fur
ther details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2021
|
5150
|
PGG WRIGHTSON LIMITED
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
2021 2020* 2019*
NOTE $000 $000 $000
ASSETS
Current
Cash and cash equivalents 10 3,367 16,868 210,491
Short–term derivative assets
11
843
707
614
T
rade and other receivables 12 148,171 122,946 145,881
Go receivables
13
45,869
48,111
47,754
I
ncome tax receivable – 3,399 125
Inventories
14
81,498
83,431
82,485
A
ssets classified as held for sale 40 40 2,326
Other current assets
2,842
2,059
2,257
T
otal current assets 282,630 277,561 491,933
Non–current
Long–term derivative assets 11 – 235 387
D
eferred tax asset
8
8,173
10,660
10,344
I
nvestments in equity accounted investees 92 79 71
O
ther investments
474
471
470
I
ntangible assets
15
15,663
15,866
13,331
Right-of-use assets
16
101,064
104,625
–
P
roperty, plant and equipment 17 44,627 46,330 44,702
D
efined benefit asset
19
311
–
–
O
ther non-current assets – 29 12
Total non-current assets
170,404
178,296
69,317
T
otal assets 453,034 455,857 561,250
LIABILITIES
Current
Debt due within one year 10 9,900 30,000 2,680
Short-term derivative liabilities
11
242
562
280
A
ccounts payable and accruals 18 158,883 132,600 155,903
Short-term lease liabilities
16
17,631
16,506
–
I
ncome tax payable 3,466 – –
Total current liabilities
190,122
179,668
158,863
Non–current
Long-term debt 10 – 20,000 –
Long-term derivative liabilities
11
143
45
62
L
ong-term lease liabilities 16 86,387 90,398 –
L
ong-term provisions
18
2,844
2,802
1,631
D
efined benefit liability 19 – 9,838 5,883
T
otal non-current liabilities
89,374
123,083
7,576
T
otal liabilities
279,496
302,750
166,439
EQUITY
Share capital
30
372,318
372,318
606,318
Reserves
30
14,782
7,586
10,424
R
etained earnings/(deficit)
30
(213,562)
(226,798)
(221,931)
Total equity attributable to Shareholders of the Company
173,538 153,106 394,811
Total liabilities and equity 453,034 455,857 561,250
*
Refer to Note 29 for fur
ther details on the restatement of the comparative figures.
The accompanying notes form an integral part of these consolidated financial statements.
PGG Wrightson Livestock Representatives
– Genetics, Cam Heggie and Emma Pollitt,
review the sales catalogue at the Rangatira
Angus Mixed Age Cow and Calf Dispersal sale
near Gisborne in Poverty Bay in March 2021.
Additional Financial
Disclosures
Including Notes to the Consolidated
Financial Statements for the year ended
30 June 2021
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021
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53
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
1 OPERATING REVENUE
2021 2020
$000
$000
Revenue from contracts with customers
Sales revenue 714,894 678,230
Commission revenue 107,822 88,979
C
onstruction contract revenue
18,950
13,640
O
ther operating revenue
Interest revenue on Go receivables 3,805 4,258
Debtor interest charges 1,439 1,780
Sublease income
905
1,149
847,815 788,036
Income Recognition Accounting Policies
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; for example, retail store sales, and sales of wool
and velvet products. Revenue is measured at the transaction price when control is transferred to which an entity expects to be entitled
in exchange for transferring goods or services to a customer. For sale of goods, the transfer of control occurs when the risks and rewards,
physical possession and the legal title of the goods have been transferred and accepted by the customer and the customer has a present
obligation to make the payment.
Our customers may be entitled to discounts or rebates for certain items and/or volumes purchased, under varying categories. These
discounts or rebates are defined as variable consideration and are included in the transaction price as a component of operating revenue
upon the completion of our performance obligations. These discounts/rebates are contractual in nature and known at balance date,
therefore no assumptions or estimates are required.
The Group offers a range of payment terms, and in some cases can be up to 12 months. The Group 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 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 generates commissions from acting as an agent for organising the sale of livestock or real estate, and 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 to construct pivots and irrigation systems. Most contracts contain a
single performance obligation. The size and duration of the contracts can vary significantly, and customers are invoiced as work progresses.
Most contracts are completed within 12 months; therefore, the unearned revenue on these contracts has not been disclosed.
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. This method involves judgements relating to
a contract's expected margin and its stage of completion.
Interest and similar income and expense
The Group recognises the fixed fees charged to customers under its Go programme as interest revenue. Refer to Note 13 Go Receivables for
further explanation regarding this programme. This interest revenue is recognised over the term of the Go contracts.
The Group also recognises interest revenue on an accruals basis when the services are rendered using the effective interest method. Refer
to the accounting policies under Note 6 Net Interest and Finance Costs for further explanation on the effective interest method.
Sublease income
The Group recognises lease payments received under subleases as income on a straight-line basis over the lease term. Refer to Note 16
Right-of-Use Assets and Lease Liabilities for further explanation.
2 COST OF SALES
2021 2020
N
OTE
$000 $000
Depreciation and amortisation 187 181
Employee benefits (including commissions)
34,245
23,953
Inventories and consumables 14 557,079 534,561
Other 33,078 25,355
624,589 584,050
3 OTHER OPERATING EXPENSES
2021 2020
$000 $000
Audit of annual financial statements of the Company by EY 240 –
Audit of annual financial statements of the Company by KPMG
–
190
Regulatory and other assurance services provided by KPMG – 11
Dir
ectors' fees 552 611
D
onations
8
1
I
ncrease/(decrease) in provision for impaired debtors and contract assets
(774)
343
Net bad debts wr
itten off
841
147
IT & t
elecommunication costs 12,981 14,440
M
arketing
3,820
3,818
M
otor vehicle costs
5,713
5,804
T
ravel costs
2,858
3,044
R
ental and operating lease costs 460 279
O
ccupancy costs (excluding rental and operating lease)
5,110
5,542
O
ther staff costs
6,104
6,558
O
ther expenses
9,822
7,338
47,735 48,126
4 NON-OPERATING GAINS/(LOSSES)
2021 2020
$000 $000
Receipt for the termination of partnering contract, net of costs 3,934 –
Gain/(loss) on sale of property, plant and equipment
960
151
O
ther non-operating gains/(losses)
(438)
(19)
4,456 132
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
5 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES)
2021 2020
N
OTE
$000 $000
Net impairment reversal/(impairment) - Property, plant and equipment 5(A) 906 253
Net impairment reversal/(impairment) - Right-of-use assets
5(B)
910
(852)
Fair value gains/(losses) - Assets held for sale – (198)
Other fair value gains/(losses) 16 (10)
1,832 (807)
A. Saleyards
A
t balance date, the Group reviewed its saleyard assets for indicators of impairment and for any indication that a previously recognised impairment
loss may have decreased. The Group reversed $0.91 million of previously recognised impairment losses on 10 saleyards. This was based off
indicative external market valuations for the saleyards.
B.
R
ight-of-use assets
At balance date, the Group reviewed its right-of-use assets for indicators of impairment and for any indication that a previously recognised
impairment loss may have decreased. As a result of this review, the Group reversed $0.91 million of previously recognised impairment losses. Most
of the impairment reversal relates to the Water business. The impairment reversal resulted from changes in key assumptions applied to the value
in use model used for impairment testing. The change in assumptions included improved current and estimated future earnings following a
restructure of the business and the sublease of surplus space related to a previously impaired right-of-use asset.
Impairment Accounting Policies
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.
Non-financial 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 or the cash-generating unit (CGU) to which the asset relates is estimated. A CGU is the smallest identifiable asset group that
generates cash flows that are largely independent from other assets and groups.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the
estimated future cash flows, 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 CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are
recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
6 NET INTEREST AND FINANCE COSTS
2021 2020
$000 $000
Interest income 63 579
Interest funding expense
Bank interest on loans and overdrafts
(646) (923)
Bank facility fees (908) (683)
(1,554) (1,606)
Net interest income/(expense) excluding interest on lease liabilities
(1,491)
(1,027)
I
nterest on lease liabilities
(4,036)
(4,183)
F
oreign exchange gain/(loss)
Net gain/(loss) on foreign denominated items
(217) 502
Fair value gain/(loss) on foreign exchange derivatives 123 (324)
(94)
178
Net interest and finance income/(expense) (5,621) (5,032)
Interest and Finance Income/Expense Accounting Policies
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.
Fair value change on foreign exchange derivatives
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these
activities. The Group uses forward and spot foreign exchange contracts 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.
54
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PGG WRIGHTSON LIMITEDANNUAL REPORT 2021
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55
Refer to
Accounting
Policies
– page 58.
Refer to
Accounting
Policies
– page 58.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
7 GOVERNMENT GRANT
COVID-19 wage subsidy
The Group's financial performance for 2020 was significantly impacted by COVID-19. Whilst the Group's retail stores and warehouse supplies
facilities continued operating as an "essential service" during all of New Zealand's alert levels, the Group's Water, Wool, Real Estate and Livestock
saleyard businesses were closed at alert level 4 and only reopened under alert level 3 following strict protocols. Under the Government's COVID-19
wage subsidy scheme, which was aimed at supporting employers affected by the COVID-19 lockdown to continue to employ staff, the Group
received $4.09 million.
$3.15 million of this subsidy was recognised in the profit or loss (within Employee Expenses) during 2020. The remaining $0.94 million has been
recognised in the profit or loss (within Employee Expenses) during 2021. There are no unfulfilled conditions or other contingencies attached to
these grants.
The Group did not benefit directly from any other forms of government assistance during the year.
Government Grant Accounting Policies
Government grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them
and the grants will be received. Government grants relating to costs are recognised in profit or loss on a systematic basis over the periods in
which the entity recognises as expenses the related costs for which the grants are intended to compensate.
8 INCOME TAXES
A. Income tax recognised in profit or loss
2021 2020
$000 $000
Current tax benefit/(expense)
Current year (7,395) (2,146)
Adjustments for prior years 443 103
(6,952) (2,043)
Deferred tax benefit/(expense)
Origination and reversal of temporary differences
727 (973)
Adjustments for prior years (468) 185
259 (788)
Income tax benefit/(expense) (6,693) (2,831)
Reconciliation
Profit from continuing operations before income tax 29,413 9,822
Income tax using the Company's tax rate (28%) (8,236) (2,750)
Non-deductible expenditure (478) (792)
Non-assessable income 1,784 481
Tax credits 285 109
O
ver/(under) provided in prior years
(25)
288
Other (23) (167)
Income tax benefit/(expense) (6,693) (2,831)
8 INCOME TAXES (CONTINUED)
B. Income tax recognised directly in equity
2021 2020
$000 $000
Deferred tax on movement of actuarial gains/losses on employee benefit plans (2,746) 1,104
Current tax on movement of actuarial gains/losses on employee benefit plans
52
–
Income tax benefit/(expense) recognised directly in equity (2,694) 1,104
C. Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ASSETS ASSETS LIABILITIES LIABILITIES NET NET
2021 2020 2021 2020 2021 2020
$000 $000 $000 $000 $000 $000
Property, plant and equipment 565 616 – – 565 616
Intangible assets – – (2,277) (1,181) (2,277) (1,181)
Right-of-use assets – – (28,298) (29,350) (28,298) (29,350)
Lease liabilities 29,125 29,987 – – 29,125 29,987
Emplo
yee benefits 4,762 6,361 – – 4,762 6,361
P
rovisions
4,296
4,227
–
–
4,296
4,227
Deferred tax asset/(liability) 38,748 41,191 (30,575) (30,531) 8,173 10,660
RECOGNISED IN RECOGNISED IN
RECOGNISED OTHER RECOGNISED OTHER
BALANCE IN PROFIT COMPREHENSIVE BALANCE IN PROFIT COMPREHENSIVE BALANCE
1 JUL 2019 OR LOSS INCOME 30 JUN 2020 OR LOSS INCOME 30 JUN 2021
$000
$000 $000 $000 $000 $000 $000
Property, plant 818 (202) – 616 (51) – 565
and equipment
Intangible assets
(391) (790) – (1,181) (1,096) – (2,277)
Right-of-use assets – (29,350) – (29,350) 1,052 – (28,298)
L
ease liabilities – 29,987 – 29,987 (862) – 29,125
Employee benefits 6,294 (1,037) 1,104 6,361 1,147 (2,746) 4,762
P
rovisions 3,623 604 – 4,227 69 – 4,296
10,344 (788) 1,104 10,660 259 (2,746) 8,173
D
.
Unr
ecognised tax losses and temporary differences
A
t 30 June 2021, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2020: Nil).
E.
I
mputation credits
T
he Group has $6.2 million imputation credits as at 30 June 2021 (2020: $8.8 million).
56
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57
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
8 INCOME TAXES (CONTINUED)
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
Current tax is the expected tax payable on the taxable income for the year, calculated using tax rates enacted or substantively enacted at
the reporting date. Current tax includes any adjustment to tax payable with respect to previous periods. Current tax assets and liabilities are
offset only if certain criteria are met.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. 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.
Deferred tax is not recognised for:
–
taxable t
emporary differences arising on the initial recognition of goodwill;
–
t
emporary differences relating to subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the
timing of the reversal of the temporary differences and it is probable they will not reverse in the foreseeable future;
–
t
emporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit or loss.
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.
Deferred tax assets and liabilities are offset only if certain criteria are met.
9 EARNINGS PER SHARE AND NET TANGIBLE ASSETS
A. Earnings per share (EPS)
The calculation of EPS is based on the following profit figures and number of authorised shares.
WEIGHTED AVERAGE
ISSUED ORDINAR
Y SHARES
NUMBER OF ORDINAR
Y SHARES
2021 2020 2021 2020
000 000 000 000
Issued ordinary shares at 1 July 75,484 754,839 75,484 754,839
Ordinary shares issued due to 2:1 share split
–
754,839
–
663,845
Ordinary shares repurchased and cancelled – (754,839) – (663,845)
Ordinary shares reduced due to 1:10 share consolidation – (679,355) – (597,460)
Balance at 30 June 75,484 75,484 75,484 157,379
There are no dilutive shares or options (2020: Nil).
2021 2020*
$000 $000
Profit (net of tax) attributable to Shareholders of the Company 22,713 7,699
Profit from continuing operations (net of tax) attributable to Shareholders of the Company 22,720 6,992
2021 2020*
$ $
Basic & diluted EPS on issued ordinary shares at the end of the period 0.301 0.102
Basic & diluted EPS on issued ordinary shares at the end of the period - continuing operations
0.301
0.092
Basic & diluted EPS on a weighted average basis 0.301 0.049
Basic & diluted EPS on a weighted average basis - continuing operations
0.301
0.044
B
.
N
et tangible assets (NTA)
The calculation of NTA per share, which is a required NZX disclosure, is based on the following NTA figure and the Company's issued ordinary
shares at the end of the period.
2021 2020*
$000 $000
Total assets 453,034 455,857
Total liabilities (279,496) (302,750)
less I
ntangible assets (15,663) (15,866)
less Deferred tax asset (8,173) (10,660)
Net tangible assets 149,702 126,580
2021 2020
$ $
NTA per issued ordinary shares at the end of period 1.983 1.677
Earnings Per Share Accounting Policies
The Group presents basic and diluted 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.
*
Refer to Note 29 for fur
ther details on the restatement of the comparative figures.
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PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
10 CASH AND FINANCING FACILITIES
2021 2020
N
OTE
$000 $000
Cash and cash equivalents 3,367 16,868
Current financing facilities
10(
A)
(9,900)
(30,000)
Term financing facilities 10(A) – (20,000)
Net interest-bearing (debt)/cash and cash equivalents (6,533) (33,132)
Go receivables 13 45,869 48,111
Net interest-bearing (debt)/cash and cash equivalents after adjusting for Go receivables 39,336 14,979
A. Financing facilities
During the year, the Company renegotiated its syndicated bank facility. The amended facility, which commenced on 9 November 2020, provides
the following:
–
T
erm debt facility of $60.00 million maturing on 2 November 2022. This facility is undrawn at 30 June 2021.
–
W
orking capital facilities of up to $70.00 million maturing on 2 November 2022 (subject to an annual Clean Down)
The syndicated facilities fund the general corporate activities of the Group, the seasonal fluctuations in working capital and Go receivables.
The Company has granted a general security deed and mortgage over all its wholly-owned New Zealand assets to a security trust. Bank of New
Zealand acts as facility agent and security trustee for the banking syndicate, which comprises Bank of New Zealand, Cooperatieve Rabobank U.A.
(New Zealand branch) and Westpac New Zealand Limited. The agreement contains various financial covenants and restrictions that are standard
for facilities of this nature, including maximum permissible ratios for debt leverage and operating leverage, together with limits for Go receivables,
capital expenditure and asset disposals.
The syndicated facility agreement allows the Group, subject to certain conditions, to enter into additional facilities outside of the Company's
syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $6.53 million as at 30 June 2021 (2020:
$6.58 million).
–
O
verdraft facilities of $3.00 million
–
Guarant
ee, letters of credit and trade finance facilities of $3.53 million
11 DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses forward foreign exchange contracts and spot foreign exchange contracts to manage its exposure to foreign currency fluctuations.
In accordance with the Group's treasury policy, the Group does not hold any of these derivative instruments for trading purposes.
2021 2020
$000 $000
Derivative assets held for risk management
Current 843 707
Non-
current
–
235
843
942
Deriv
ative liabilities held for risk management
Current (242) (562)
Non-
current
(143)
(45)
(385)
(607)
Net derivative asset/(liability) held for risk management 458 335
Derivative Financial Instruments Accounting Policies
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, and changes therein are generally recognised in profit or loss. The fair
value of forward exchange contracts is based on broker quotes.
Where the Group enters into derivative transactions, these agreements do not meet the criteria for offsetting in the consolidated statement
of financial position. The fair value amounts recognised in the consolidated statement of financial position are recorded on a gross basis.
The Group does not currently apply hedge accounting.
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PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
12 TRADE AND OTHER RECEIVABLES
2021 2020
$000 $000
Accounts receivable due from unrelated parties 124,364 106,427
Accounts receivable due from related parties
3
49
Gross accounts receivable 124,367 106,476
less Provision for impaired debtors (2,895) (3,539)
Net accounts receivable 121,472 102,937
Contract assets
2,083
2,121
less Provision for impaired contract assets (356) (486)
Other receivables 22,631 16,409
Prepayments 2,341 1,965
Trade and other receivables 148,171 122,946
Analysis of movements in provisions for impaired debtors & contract assets
Balance at beginning of year
(4,025)
(4,635)
M
ovement in provision
774
610
Balance at end of y
ear
(3,251) (4,025)
The aging status of the accounts receivable at the reporting date is as follows:
TOTA L TOTA L
DEBTORS PROVISION DEBTORS PROVISION
2021 2021 2020 2020
$000 $000 $000 $000
Not past due 114,336 (824) 97,740 (705)
Past due 1– 30 days 5,636 (14) 4,297 (311)
P
ast due 31– 60 days 894 (27) 930 (204)
Past due 61– 90 days 717 (59) 314 (157)
P
ast due 90 plus days 2,784 (1,971) 3,195 (2,162)
124,367 (2,895) 106,476 (3,539)
Trade and Other Receivables Accounting Policies
Recognition and measurement
A trade receivable without a significant financing component is initially measured at the transaction price and classified as financial assets
measured at amortised cost. Accounts receivables include accrued interest.
Impairment
Specific provisions are maintained to cover identified impaired debtors. Judgement is required in determining the impairment provision.
The Group recognises loss allowances on expected credit loss (ECL) on trade receivables. The Group measures loss allowances for trade
receivables at an amount equal to lifetime ECL.
When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost and
effort. This includes both qualitative and quantitative information and analysis, based on the Group's historical experience and informed
credit assessment, that includes forward-looking information. The Group assumes that the credit risk has increased significantly if it is more
than 60 days past due. The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the
Group in full, without recourse by the Group to actions such as realising security (if any is held).
On a monthly basis, the Group via its Credit Committee, assesses whether trade receivables are credit-impaired. All individual instruments
that are considered significant are subject to this approach. A financial asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired
includes observable data such as significant financial difficulty of the debtor.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross
carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its
entirety or a portion thereof.
13 GO 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 receivables is recognised by the Group as interest income over the respective
contract period and is included within operating revenue (refer to Note 1 Operating Revenue). Accrued interest income in respect of the Go
receivables is included within Other Receivables (refer to Note 12 Trade and Other Receivables) and amounts to $1.20 million as at the balance date
(2020: $1.69 million).
2021 2020
$000 $000
Go receivables - less than one year 46,011 48,111
less Provision for impairment – Go receivables (142) –
45,869 48,111
The status of the Go receivables at the reporting date is as follows:
Not past due
45,869
48,111
Past due 142 –
46,011 48,111
14 INVENTORY
2021 2020*
$000 $000
Merchandise 64,935 64,959
Wool & velvet inventory
18,199
21,732
less Provision for inventory write down (1,636) (3,260)
81,498 83,431
During the year, inventories of $557.08 million (2020: $534.56 million) are included in cost of sales in the profit or loss (refer to Note 2 Cost of Sales).
Included within this amount are write-down of inventories of $0.55 million (2020: $1.93 million) to net realisable value and reversals of write-down
of $0.10 million (2020: $0.09 million).
Inventories Accounting Policies
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. In the case of manufactured goods, cost includes direct materials, labour and production overheads. Judgement is required in
determining the net realisable value for inventories.
*
Refer to Note 29 for further details on the restatement of the comparative figures.
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63
Refer to
Accounting
Policies
– page 66.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
15 INTANGIBLE ASSETS
RIGHTS &
SOFT
WARE
TR
ADEMARKS
T
OTAL
$000 $000 $000
Cost
Balance at 1 July 2019* 22,042 1,818 23,860
Additions 7,281 98 7,379
Disposals and r
eclassification
(1,050)
–
(1,050)
B
alance at 30 June 2020* 28,273 1,916 30,189
Balance at 1 July 2020
28,273
1,916
30,189
A
dditions
1,309
874
2,183
Disposals and r
eclassifications
(310)
–
(310)
B
alance at 30 June 2021
29,272
2,790
32,062
A
mortisation and impairment losses
Balance at 1 July 2019*
9,230
1,299
10,529
Amor
tisation for the year
1,197
92
1,289
Disposals and r
eclassifications
2,505
–
2,505
B
alance at 30 June 2020*
12,932
1,391
14,323
Balance at 1 July 2020
12,932 1,391 14,323
Amortisation for the year
2,156
60
2,216
Disposals and reclassifications (140) – (140)
B
alance at 30 June 2021 14,948 1,451 16,399
Carrying amounts
At 30 June 2020*
15,341
525
15,866
A
t 30 June 2021
14,324
1,339
15,663
Inta
ngible 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 15 years. The estimated useful life and amortisation method is reviewed at the
end of each annual reporting period and adjusted if appropriate.
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 and adjusted if appropriate.
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. Refer to the accounting policy under Note 5 Impairment and Fair Value Gains/(Losses)
for further explanation.
*
Refer to Note 29 for fur
ther details on the restatement of the comparative figures.
16 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Group as a lessee
The Group leases many assets, including:
–
leases of land and buildings fr
om 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, the Group subleases these properties where possible and derives sublease revenue
on a short-term temporary basis.
–
leases of mot
or vehicles and forklifts for use by employees, agents and representatives. These leases range for a period of between three and
seven years.
–
leases of office and IT equipment.
These leases are typically for a period of up to four years.
The Group elects not to recognise right-of-use assets and lease liabilities for short-term or low-value leases, such as leases of office and IT
equipment. The Group continues to expense lease payments associated with these leases on a straight-line basis.
A.
R
ight-of-use assets
PROPERTY VEHICLES TOTAL
$000 $000 $000
Balance at 1 July 2019 97,084 12,082 109,166
Additions 11,498 5,644 17,142
D
epreciation charge for the period (13,623) (6,669) (20,292)
Reassessments, modifications and terminations (881) 342 (539)
Net impair
ment reversal / (impairment) (852) – (852)
B
alance at 30 June 2020
93,226
11,399
104,625
Balance at 1 July 2020
93,226
11,399
104,625
A
dditions
7,755
5,705
13,460
D
epreciation charge for the period
(13,391)
(6,288)
(19,679)
R
eassessments, modifications and terminations
1,590
158
1,748
Net impair
ment reversal / (impairment)
910
–
910
B
alance at 30 June 2021
90,090
10,974
101,064
B
.
L
ease liabilities
PROPERTY VEHICLES TOTAL
$000 $000 $000
Balance at 1 July 2019 94,544 12,082 106,626
Additions, reassessments, modifications and terminations
11,879
5,985
17,864
Interest on lease liabilities 3,768 417 4,185
Lease payments
(14,844)
(6,927)
(21,771)
B
alance at 30 June 2020
95,347
11,557
106,904
Balance at 1 July 2020
95,347
11,557
106,904
A
dditions, reassessments, modifications and terminations
22,214
10,830
33,044
I
nterest on lease liabilities
3,633
403
4,036
L
ease payments
(28,380)
(11,586)
(39,966)
B
alance at 30 June 2021
92,814
11,204
104,018
A matur
ity analysis of lease liabilities is included in Note 20 Financial Instruments – Fair Values and Risk Management.
64
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Refer to
Accounting
Policies
– page 68.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
16 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)
B. Lease liabilities
Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. Some of the Group's property
leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. The extension
options are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain
to exercise the extension options. A reassessment is made subsequently if there is any significant event or significant changes in circumstances
within the Group's control. The Group estimates that the potential future lease payments, should it exercise all the extension options, would result
in an increase in lease liability of $85.2 million (2020: $65.0 million).
C.
O
ther disclosures
2021 2020
$000 $000
Amount in the consolidated statement of profit or loss
Depreciation on right-of-use assets - continuing operations (19,679) (20,265)
Interest on lease liabilities (4,036) (4,183)
Shor
t-term or low-value lease expenses
(860)
(712)
V
ariable lease payments not included in the measurement of lease liabilities
(153)
(168)
Income from sub-leasing right-of-use assets
905
1,149
Gain/(loss) arising from sale and leaseback transactions 339 –
Amounts in the consolidated statement of cashflows
Total cash outflow for leases
(22,335)
(21,771)
L
ease Accounting Policies
The Group adopted NZ IFRS 16 Leases from 1 July 2019. The Group assesses at the inception of a contract as to whether the contract is, or
contains, a lease as defined in NZ IFRS 16 Leases.
(i) As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The Group elects not to recognise right-of-
use assets and lease liabilities for short-term or low-value leases, such as leases of office and IT equipment. The Group continues to expense
lease payments associated with these leases on a straight-line basis.
A number of judgements and estimates are made in calculating the right-of-use asset and lease liability amounts. The judgements and
estimates include the applicable lease terms (including any rights of renewal expected to be exercised) and the Group's incremental
borrowing rate.
Right-of-use assets
Right-of-use assets are initially measured at cost, which comprises the initial amount of lease liability adjusted for any prepaid lease
payments, plus any initial direct costs incurred and any estimated restoration costs, and less any lease incentives received. These assets are
depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the asset's useful
life. Right-of-use assets are periodically reduced by impairment losses (if any) and adjusted for certain remeasurements of the lease liabilities.
Lease liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date. Lease
payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that are based on an index
or a rate, amounts expected to be payable under a residual value guarantee, and any exercise price the Group is reasonably certain to
exercise. The lease payments are discounted using the Group's incremental borrowing rate, being the rate that the Group would have to
pay to borrow the fund necessary to obtain an asset of similar value in a similar environment under similar terms and conditions.
After the commencement date, lease liabilities are increased to reflect interest on the lease liabilities and reduced to reflect the lease
payments made. Interest on lease liabilities is charged to the profit and loss and is the amount that produces a constant periodic rate of
interest on the remaining balance of the lease liabilities.
Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the
Group's estimate of any amount payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise
a purchase, extension or termination option. When the lease liabilities are remeasured, a corresponding adjustment is made to the carrying
amount of the right-of-use assets, or recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
(ii) As a lessor
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. It assesses the lease
classification of a sub-lease with reference to the right-of-use asset arising from the head lease.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term.
17 PROPERTY, PLANT AND EQUIPMENT
PLANT AND CAPITAL WORKS
LAND BUILDINGS
EQUIPMENT
PR
OJECT*
T
OTAL
$000 $000 $000 $000 $000
Cost
Balance at 1 July 2019
13,183
14,245
49,678
2,804
79,910
Additions – 119 5,362 (62) 5,419
Reclassification from/(to) assets held for sale 322 1,706 – – 2,028
Disposals and transfers (3) (727) (3,045) – (3,775)
Balance at 30 June 2020 13,502 15,343 51,995 2,742 83,582
Balance at 1 July 2020 13,502 15,343 51,995 2,742 83,582
Additions – 279 4,847 (88) 5,038
Disposals and transf
ers
(772)
(1,293)
(763)
–
(2,828)
Balance at 30 June 2021 12,730 14,329 56,079 2,654 85,792
Depreciation and impairment losses
Balance at 1 July 2019 – 6,340 28,868 – 35,208
D
epreciation for the year
–
285
4,828
–
5,113
D
epreciation recovered to COGS – – 181 – 181
R
eclassification from/(to) assets held for sale
–
(60)
–
–
(60)
Disposals and transf
ers
–
(702)
(2,368)
–
(3,070)
I
mpairment / (impairment reversal)
–
(254)
133
–
(121)
Balance at 30 June 2020 – 5,610 31,642 – 37,252
Balance at 1 July 2020 – 5,610 31,642 – 37,252
Depreciation for the year – 312 5,037 – 5,349
D
epreciation recovered to COGS – – 187 – 187
Disposals and transfers – (141) (443) – (584)
I
mpairment / (impairment reversal) – (906) (133) – (1,039)
Balance at 30 June 2021 – 4,875 36,290 – 41,165
Carrying amounts
At 30 June 2020 13,502 9,733 20,353 2,742 46,330
At 30 June 2021
12,730 9,454 19,789 2,654 44,627
* Capital works projects are recorded net of transfers to other asset classes.
Capital gains on the sale of property, plant and equipment of $0.96 million were recognised in non-operating items in the current period
(2020: $0.15 million gain).
66
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Refer to
Accounting
Policies
– page 71.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
17 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Property, Plant & Equipment Accounting Policies
Recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that
is 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.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Group and the 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.
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. Leasehold 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 each reporting date and adjusted if appropriate.
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. Refer the accounting policy under
Note 5 Impairment and Fair Value Gains/(Losses) for further explanation.
18 TRADE AND OTHER PAYABLES
2021 2020
NOTE $000 $000
Trade creditors 109,162 81,835
Goods received but not invoiced 5,249 5,799
D
eposits received in advance 960 1,474
Employee entitlements 18,015 13,960
W
age subsidy received in advance 7 - 958
Accruals and other liabilities
21,161
26,940
L
oyalty reward programme
22
1,073
998
O
ther provisions (including product warranty, client claim and make good provisions)
18(
A), 18(B)
6,107
3,437
161,727 135,402
Payable within 12 months 158,883 132,600
Payable beyond 12 months 2,844 2,802
161,727 135,402
A. Make good provision on leased properties
During the year, the Group recognised an additional provision of $0.19 million (2020: $0.14 million) in respect of new leased properties which
it signed up to. These costs have been capitalised to the right-of-use assets and are amortised over the life of the right-of-use assets. The Group
also released $0.15 million (2020: Nil) of provision in respect to leased properties which it exited. At balance date, the balance of the make good
provision is $2.71 million (2020: $2.68 million). The Group expects to settle this liability over the next 10-15 years as the leases expire.
18 TRADE AND OTHER PAYABLES (CONTINUED)
B. Client claims provision
The Group receives client claims from time to time as part of the ordinary course of business and these claims are reviewed on a case by case basis
to determine validity. As at balance date, the Group was in the process of reviewing certain claims for the supply of goods which are typically the
responsibility of suppliers under terms of trade. The Group recognises a provision for its best estimate of any obligation. The information usually
required by IAS 37 Provisions, Contingent Liabilities and Contingent Assets is not disclosed on the grounds of commercial sensitivity, i.e. disclosure
may impact the position of the Group.
19 DEFINED BENEFIT ASSET/LIABILITY
The Group makes contributions to the PGG Wrightson Employee Benefits Plan (the Plan), a defined benefit plan that provides a range of
superannuation and insurance benefits for employees and former employees. The Plan is registered under the Financial Markets Conduct Act
2013. The Plan is not open to new members. The Plan's retired employees are entitled to receive an annual pension payment payable for their
remaining life, and in some cases, for the remaining life of a surviving spouse. In June 2019, the Group brought the Plan to an actuarial equilibrium
position (calculated on a different basis to the IFRS amounts below).
The actuarial calculations for the Plan are undertaken by Michael Chamberlain, a fellow of the New Zealand Society of Actuaries, for MCA NZ
Limited.
2021 2020 2019 2018 2017
$000 $000 $000 $000 $000
Present value of funded obligations (56,172) (62,563) (61,624) (66,814) (71,106)
Fair value of plan assets 56,483 52,725 55,741 59,092 58,835
Total defined benefit asset/(liability) 311 (9,838) (5,883) (7,722) (12,271)
A. Movement in net defined benefit asset/(liability)
NET DEFINED BENEFIT ASSET/
DEFINED BENEFIT OBLIGATION FAIR VALUE OF PLAN ASSETS (LIABILITY)
2021 2020 2021 2020 2021 2020
$000 $000 $000 $000 $000 $000
Balance at 1 July (62,563) (61,624) 52,725 55,741 (9,838) (5,883)
Included in profit or loss:
Current service costs
(529) (613) – – (529) (613)
Interest costs
(558)
(937)
470
845
(88)
(92)
Included in other comprehensive income:
Gains/(losses) from change in financial assumptions
3,323 (799) – – 3,323 (799)
Exper
ience gains/(losses) 1,130 (3,059) – – 1,130 (3,059)
Expected return on plan assets – – 5,353 (84) 5,353 (84)
Other:
Employer contributions – – 960 692 960 692
Member contributions (782) (832) 782 832 – –
Benefits paid by the plan 3,807 5,301 (3,807) (5,301) – –
Balance at 30 June
(56,172)
(62,563)
56,483
52,725
311
(9,838)
T
he Group expects to pay $0.78 million in contributions to the Plan in 2022 (2021: expected $0.85 million and paid $0.96 million).
Member contributions are expected to be $0.56 million in 2022 (2021: expected $0.59 million and paid $0.78 million).
As at 30 June 2021, the weighted average duration of the defined benefit obligation (DBO) is 12.2 years for the Plan (2020: 12.5 years).
68
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Refer to
Accounting
Policies
– page 71.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
19 DEFINED BENEFIT ASSET/LIABILITY (CONTINUED)
B. Plan assets
2021 2020
% %
Consist of:
Equities 63 58
F
ixed interest
28
29
C
ash
9
13
100 100
Plan assets do not include any exposure to the Company's ordinary shares (2020: Nil).
C. Actuarial assumptions at the reporting date
2021 2020
% %
Discount rate used - Implied 12.2 year New Zealand Government Bond rate
(2020: 10 year New Zealand Government Bond rate) 1.99 0.91
Inflation 1.50 1.50
F
uture salary increases 2.00 2.00
Future pension increases 1.50 1.50
2021 2021 2020 2020
MALE FEMALE MALE FEMALE)
YEARS YEARS YEARS YEARS
Assumptions regarding future mortality rates based on published statistics and experience:
Longevity at age 65 for current pensioners
21
24
21
24
Longevity at age 65 for current members aged 45 24 28 24 28
D.
S
ensitivity analysis
The sensitivity of the DBO to changes in the weighted principal assumptions is:
2021 2021 2020 2020
DBO (INCREASE) DBO (INCREASE) DBO (INCREASE) DBO (INCREASE)
/ DECREASE WITH / DECREASE WITH / DECREASE WITH / DECREASE WITH
INCREASE
IN
DECREASE
IN
INCREASE
IN
DECREASE
IN
ASSUMPTION
ASSUMPTION
ASSUMPTION ASSUMPTION
$000 $000 $000 $000
Discount rate (0.50% movement) 1,348 (1,460) 1,689 (2,252)
Salary growth rate (0.50% movement) (112) 112 (188) 63
P
ension growth rate (0.25% movement)
(674)
337
(1,001)
876
Lif
e expectancy (1 year movement)
(1,741)
1,798
(2,127)
2,127
19 DEFINED BENEFIT ASSET/LIABILITY (CONTINUED)
Employee Benefits Accounting Policies
Defined benefit plans
The Group's net obligation with respect to defined benefit plans is calculated by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods, discounting that amount and deducting 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 potential asset for 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.
Remeasurement of the net defined benefit asset/liability, which comprise actuarial gains and losses and the return on plan assets, are
recognised directly in other comprehensive income and the defined benefit plan reserve in equity. Net interest expense and other expenses
related to defined benefit plans are recognised in profit or loss.
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the undiscounted amount of
short-term employee benefits expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result
of past service provided by the employee and the obligation can be estimated reliably.
Long-term employee benefits
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.
Remeasurements are recognised in profit or loss in the period in which they arise.
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71
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
20 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT
A. 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.
FAIR VALUE
THROUGH AT AMORTISED TOTAL CARRYING
PROFIT OR LOSS COST AMOUNT FAIR VALUE
$000 $000 $000 $000
2021
Financial assets
Cash and cash equivalents – 3,367 3,367 3,367
Derivative assets 843 – 843 843
Trade receivables – 121,472 121,472 121,472
Go receivables – 45,869 45,869 45,869
Other investments – 474 474 474
843 171,182 172,025
Financial liabilities
Debt – (9,900) (9,900) (9,900)
Derivative liabilities (385) – (385) (385)
Trade creditors – (109,162) (109,162) (109,162)
Lease liabilities – (104,018) (104,018)
(385) (223,080) (223,465)
2020
Financial assets
C
ash and cash equivalents
–
16,868
16,868
16,868
Derivative assets 942 – 942 942
T
rade receivables
–
102,937
102,937
102,937
Go receivables – 48,111 48,111 48,111
Other investments – 471 471 471
942 168,387 169,329
Financial liabilities
Debt – (50,000) (50,000) (50,000)
Derivative liabilities (607) – (607) (607)
Trade creditors – (81,835) (81,835) (81,835)
Lease liabilities – (106,904) (106,904)
(607) (238,739) (239,346)
The Group's banking facilities are based on floating interest rates. Therefore, the fair value of the banking facilities equals the carrying value.
20 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
A. Accounting classifications and fair values (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:
–
L
evel 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)
–
L
evel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
$000 $000 $000 $000
2021
Derivative assets – 843 – 843
Derivative liabilities – (385) – (385)
2020
Derivative assets – 942 – 942
Derivative liabilities – (607) – (607)
B. Financial management risk
The Group's primary risks are those of liquidity and funding, credit and market (foreign currency, price and interest rate) risks.
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 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.
The following management committees review and manage key risks:
–
T
he Senior Management Team meets regularly to consider new and emerging risks, review actions required to manage and mitigate key risks,
and to monitor progress.
–
T
he Credit Committee, comprising of management appointees, meets regularly to review credit risk, account limits and provisioning.
Management formally reports on all aspects of key risks to the Audit Committee at least two times each year.
(i) Liquidity and funding risks
Liquidity risk is the risk that the Group will encounter difficulties in raising funds at short notice to meet commitments associated with financial
instruments. 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 manages liquidity risk by forecasting daily cash requirements and future funding requirements, and maintaining an adequate liquidity
buffer. 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. The Group has a policy of funding diversification and utilises a banking syndicate to limit
concentration risk in relation to liquidity and funding. 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.
The objectives of the Group's funding and liquidity policy is to:
–
Ensur
e all financial obligations are met when due;
–
P
rovide adequate protection, even under crisis scenarios; and
– Achieve competitive funding within the limitations of liquidity requirements.
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|
73
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
20 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
B. Financial management risk (continued)
(i) Liquidity and funding risks (continued)
Contractual maturity analysis
The following schedule analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance
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.
CONTRACTUAL CASH FLOW
WITHIN BEYOND AMOUNT IN
1
2 MONTHS
1
TO 5 YEARS
5
YEARS
T
OTAL
BALANCE
SHEET
$000 $000 $000 $000 $000
2021
Debt 11,068 – – 11,068 9,900
D
erivative liabilities
242
143
–
385
385
T
rade creditors 109,162 – – 109,162 109,162
L
ease liabilities 21,164 57,399 41,094 119,657 104,018
141,636 57,542 41,094 240,272 223,465
2020
Debt 31,456 20,103 – 51,559 50,000
D
erivative liabilities 562 45 – 607 607
Trade creditors 81,835 – – 81,835 81,835
L
ease liabilities
20,296
57,544
47,228
125,068
106,904
134,149 77,692 47,228 259,069 239,346
Changes in liabilities arising from financing activities
CHANGES IN
1 JUL 2020 CASHFLOWS FAIR VALUE OTHER 30 JUN 2021
$000 $000 $000 $000 $000
Debt 50,000 (40,100) – – 9,900
Derivative liabilities
607
–
(222)
–
385
Lease liabilities 106,904 (18,299) – 15,413 104,018
Total liabilities from financing activities 157,511 (58,399) (222) 15,413 114,303
CHANGES IN
1 JUL 2019 CASHFLOWS FAIR VALUE OTHER 30 JUN 2020
$000 $000 $000 $000 $000
Debt 2,680 47,320 – – 50,000
Derivative liabilities 342 – 265 – 607
Lease liabilities – (17,586) – 124,490 106,904
Total liabilities from financing activities 3,022 29,734 265 124,490 157,511
(ii) 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.
Concentrations of credit risk
Financial instruments which potentially subject the Group to concentrations of credit risk principally consist of bank balances, trade receivables,
Go receivables 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 trade and Go receivables are limited due to the large number of customers included in the Group's
farming customer base in New Zealand.
20 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
B. Financial management risk (continued)
(iii) 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.
Concentrations of market risk
The Group has exposure to commodity pricing risk on Wool inventories and forward Wool sales and purchase contracts. This is mitigated by the
Group having policies around unmatched positions. Other inventory is of merchandise nature and the Group has a range of suppliers or has
entered into long-term supply agreements.
Foreign currency risk
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these activities.
The Group manages this risk by using forward and spot foreign exchange contracts to hedge foreign currency risks as they arise.
Foreign currency exposure risk
The Group's exposure to foreign currency risk is summarised below. The notional forward exchange cover includes forward foreign exchange
contracts entered into to economically hedge forward sale and purchase commitments.
GBP USD AUD EURO
NZ$000 NZ$000 NZ$000 NZ$000
2021
Cash and cash equivalents – 61 – 127
Trade receivables
12
1,104
155
3,842
Trade creditors (1,141) (14,780) (1,664) (3,855)
Net balance sheet position
(1,129) (13,614) (1,509) 113
Forward exchange contracts on balance sheet items
and forward sale and purchase commitments
Notional forward exchange cover
(5,708)
7,783
1,491
(14,655)
Net unhedged position
4,579 (21,398) (3,001) 14,768
2020
Cash and cash equivalents
–
1
13
1
Trade receivables 82 2,047 – 1,827
Trade creditors
(532)
(8,366)
(972)
(2,151)
Net balance sheet position
(450) (6,318) (959) (323)
Forward exchange contracts on balance sheet items
and forward sale and purchase commitments
Notional forward exchange cover
8,356
(1,764)
972
(15,777)
Net unhedged position
(8,806) (4,554) (1,931) 15,454
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|
75
Refer to
Accounting
Policies
– page 77.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
20 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
B. Financial management risk (continued)
(iii) Market risk (continued)
Interest rate risk
Floating rate borrowings are used for general funding activities. 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. Interest rate swaps, interest rate options
and forward rate agreements may be used to hedge the floating rate exposure as deemed appropriate. The Group had no interest rate derivatives
at balance date (2020: Nil).
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 NON INTEREST
1
2 MONTHS
Y
EARS
2
YEARS
BEARING T
OTAL
$000
$000 $000 $000 $000
2021
Debt
9,900
–
–
–
9,900
Derivative liabilities – – – 385 385
Trade creditors
–
–
–
109,162
109,162
9,900 – – 109,547 119,447
2020
Debt
30,000
20,000
–
–
50,000
Derivative liabilities – – – 607 607
Trade creditors
–
–
–
81,835
81,835
30,000 20,000 – 82,442 132,442
Sensitivity analysis
The Group's treasury policy effectively insulates earnings from the effect of short-term fluctuations in either foreign exchange or interest rates. Over
the longer term however, permanent changes in foreign exchange rates and interest rates will have an impact on profit. A 1% change in interest
rate has been applied as it is considered a reasonably possible change. The sensitivity of net profit after tax for the period to 30 June 2021, and
shareholders equity at that date, to reasonably possible changes in conditions is shown below.
INTEREST RATES INCREASE BY 1% INTEREST RATES DECREASE BY 1%
2021 2020 2021 2020
$000 $000 $000 $000
Increase/(decrease) in net profit after tax and shareholders' equity (235) (198) 321 217
Other market risks such as pricing and foreign exchange are not considered likely to lead to material change over the next reporting period. The
Group's financial assets and liabilities are predominantly held in NZD. For this reason, a sensitivity analysis of these market risks is not included.
C.
C
apital management
T
he 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.
20 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
Non-Derivative Financial Instruments Accounting Policies
(i) Non-derivative financial assets
Non-derivative financial assets comprise cash and cash equivalents, trade and other receivables, and investments in equity and debt
securities.
The Group initially recognises financial assets on the date at which the Group becomes a party to the contractual provisions of the
instrument, although trade receivables are initially recognised when they are originated.
Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit or 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 objec
tive to hold assets in order to collect contractual cash flows; and
–
the contrac
tual 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 method.
Trade and other payables
Trade and other payables are stated at cost.
(iii) 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.
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|
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|
77
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
21 COMMITMENTS
A. Capital expenditure not provided for
The Group does not have any capital commitments as at 30 June 2021 (2020: $Nil).
B.
F
orward purchase commitments
The Group as part of its ordinary course of business enters into forward purchase agreements with wool growers. These commitments extend
for periods of up to 3 years and are at varying stages of execution. There remains uncertainty associated with yield, quality and market price.
Therefore, the Group is unable to sufficiently quantify the value of these commitments.
C. Forward sales commitments
The Group as part of its ordinary course of business enters into forward sales agreements with wool customers. These commitments extend
for periods of up to 3 years and are at varying stages of execution. There remains uncertainty associated with yield, quality and market price.
Therefore, the Group is unable to sufficiently quantify the value of these commitments.
22 CONTINGENT LIABILITIES
A. PGG Wrightson Loyalty Reward Programme
The Group recognises a provision for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. As at balance
date, the balance of live points which does not form part of the recognised provision total $0.09 million (2020: $0.09 million). Losses are not
expected to arise from this contingent liability.
B.
C
ontingent liabilities
The Group may receive client claims as part of the ordinary course of business in the supply of goods and services. The Group will pursue recovery
of claims with suppliers where appropriate under terms of trade. Accordingly, the amount of any obligation in respect of these claims or potential
claims cannot be estimated with sufficient reliability.
23 SEASONALITY OF OPERATIONS
The Group is subject to significant seasonal fluctuations. The Group's earnings are weighted towards the first half of the financial year and are
primarily related to the Retail business, as demand for New Zealand farming inputs are generally weighted towards the spring season. The second
half earnings predominantly relate to Livestock trading as farmers seek to maximise their income following New Zealand's spring calving and
lambing season. 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.
24 SUBSEQUENT EVENTS
Dividend
On 16 August 2021, the Directors of PGG Wrightson Limited resolved to pay a final dividend of 16 cents per share on 4 October 2021 to
shareholders on the Company's share register as at 5.00pm on 10 September 2021. This dividend will be fully imputed.
25 RELATED PARTIES
A. Key management personnel compensation
2021 2020
$000 $000
Key management personnel compensation comprised:
Short-term employee benefits 4,234 3,216
P
ost-employment benefits 87 96
4,321 3,312
Directors fees incurred during the year are disclosed in Note 3 Other Operating Expenses.
B.
O
ther transactions with key management personnel
One Dir
ector, 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 and their related
entities on an arm's length basis.
The aggregate value of transactions and outstanding balances (on a GST inclusive basis) relating to the Director, Senior Executives and entities over
which they have control or significant influence were as follows:
TRANSACTION BALANCE TRANSACTION BALANCE
VALUE OUTSTANDING VALUE OUTSTANDING
2021 2021 2020 2020
$000 $000 $000 $000
Key Management
Personnel/Director Transaction
Nick Berry
P
urchase of retail goods
1
–
2
–
Da
vid Cushing
(retired 30 April 2021)
P
urchase of retail goods, livestock and wool
1,640
–
2,424
43
transactions. Also includes real estate
commissions on a property sale
St
ephen Guerin
P
urchase of retail goods and livestock transactions
26
–
9
1
P
eter Moore
P
urchase of retail goods
5
–
5
1
and fuel on–
charge transactions
Peter Newbold Purchase of retail goods 22 2 25 3
Peter Scott
P
urchase of retail goods
5
1
4
1
and fuel on–
charge transactions
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|
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|
79
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
26 REPORTING ENTITY
PGG Wrightson Limited (the "Company") is a company domiciled in New Zealand and registered under the Companies Act 1993 in New Zealand.
The Company's registered office is at 1 Robin Mann Place, Christchurch. The Company is listed on the New Zealand Stock Exchange and is an FMC
Reporting Entity for the purposes of the Financial Markets Conduct Act 2013.
The consolidated financial statements of PGG Wrightson for the year ended 30 June 2021 comprise the Company and its subsidiaries (together
referred to as the "Group"). The Group is primarily involved in the provision of goods and services within the agricultural and horticultural sectors.
OWNERSHIP INTEREST
COUNTRY OF 2021 2020
SIGNIFIC
ANT SUBSIDIARIES
INC
ORPORATION
DIREC
T PARENT
% %
Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%
AgriServices South America Limited
Ne
w Zealand
PGG
Wrightson Limited
100%
100%
Bidr Limited New Zealand PGG Wrightson Limited 100% 100%
Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%
NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Investments Limited
Ne
w Zealand
PGG
Wrightson Limited
100%
100%
PGG
Wrightson Real Estate Limited
Ne
w Zealand
PGG
Wrightson Limited
100%
100%
PGG
Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
PGG
Wrightson Employee Benefits Plan Trustee Limited
Ne
w Zealand
PGG
Wrightson Limited
100%
100%
PGW Rural C
apital Limited
Ne
w Zealand
PGG
Wrightson Limited
100%
100%
A
g Property Holdings Limited
Ne
w Zealand
PGG
Wrightson Investments Limited
100%
100%
PGG
Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits 100% 100%
P
lan Trustee Limited
27 BASIS OF PREPARATION
A. Statement of compliance
T
hese consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ
GAAP"). They comply with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board, the
New Zealand equivalents to International Financial Reporting Standards ("NZ IFRS") and other applicable Financial Reporting Standards, as
appropriate for a Tier 1 for-profit entity. These consolidated financial statements have also been prepared in accordance with the requirements of
the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013.
B.
B
asis of measurement
T
he consolidated financial statements have been prepared on the historical cost basis except for the following:
– Derivative financial instruments are measured at fair value.
–
F
inancial instruments at fair value through profit or loss are measured at fair value.
– Assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.
C.
F
unctional and presentation currency
T
hese consolidated financial statements are presented in New Zealand dollars ($), which is the functional currency of each of the group entities. All
amounts have been rounded to the nearest thousand, unless otherwise indicated.
D.
U
se of estimates and judgements
I
n preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application
of the Group's 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 ongoing basis. Revisions to accounting estimates are recognised prospectively.
Information about critical judgements made in applying accounting policies, assumptions and estimation uncertainties that have the most
significant effect on the amounts recognised in the financial statements is included in the following notes:
Note
12
C
arrying value of trade and other receivables
14
C
arrying value of inventories
16
I
mpairment of right-of-use assets
19
M
easurement of defined benefit asset/liability - Key actuarial assumptions
Management has determined that the COVID-19 pandemic has not significantly impacted the estimates and judgements used on the
consolidated statement of financial position as at 30 June 2021. Management will continue to monitor and assess the impacts of future
developments of COVID-19, which are highly uncertain and cannot be predicted, on its judgements and estimates.
80
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81
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
28 OTHER SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out in these consolidated financial statements have been applied consistently to all periods presented in these
consolidated financial statements, and have been applied consistently by Group entities.
A.
B
asis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences until the date on which 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.
F
oreign currency
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 are translated to the functional currency at the exchange rate at the reporting
date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the
exchange rate at the date that fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency
are translated to the functional currency at the exchange rate at the date of the transaction. Foreign currency differences arising are recognised in
profit or loss.
C.
D
iscontinued operation
A discontinued operations is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the
rest of the Group and which:
–
r
epresents a separate major line of business or geographic area of operations;
–
is par
t of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
–
is a subsidiar
y acquired exclusively with a view to resale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation
had been discontinued from the start of the comparative year.
D.
A
sset held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be
recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of
their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale and subsequent gains or losses
on remeasurement are recognised in profit or loss. Once classified as held-for-sale, property, plant and equipment are no longer amortised or
depreciated.
28 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. Disclosure of non-GAAP financial information
Non-GAAP reporting measures have been presented in the consolidated statement of profit or loss or referenced to in the notes to the
consolidated financial statements. The following non-GAAP measures are relevant to the understanding of the Group's financial performance:
–
Operating EBITD
A represents earnings before net interest and finance costs, income tax, depreciation, amortisation, results from discontinued
operations, fair value adjustments and non-operating items.
–
EBIT r
epresents earnings before net interest and finance costs, income tax and the results from discontinued operations.
–
Basic & dilut
ed EPS on issued ordinary shares at the end of the period represents the net profit after tax for the reporting period divided by the
outstanding number of shares as at the end of the reporting period.
The Directors and management believe the Operating EBITDA and EBIT measures provide useful information as they provide valuable insight
on the underlying performance of the business. They are used internally to evaluate the underlying performance of the business and to analyse
trends.
Due to the share consolidation which occurred in August 2019, the Directors and management consider the basic & diluted EPS on issued ordinary
shares at the end of the period measure facilitates a more meaningful comparison between the 2020 and 2021 income years.
These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable with similarly titled
measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures
reported in accordance with NZ IFRS.
F.
S
tandards issued but not yet effective
There are a number of new standards and interpretations that are issued, but not yet effective, for the year ended 30 June 2021 and have not been
applied in preparing these consolidated financial statements. These include:
–
Classification of liabilities as cur
rent or non-current (Amendments to IAS 1)
–
Oner
ous contracts - costs of fulfilling a contract (Amendments to NZ IAS 37)
–
Disclosur
e of Accounting Policies (Amendments to IAS 1)
–
D
efinition of Accounting Estimates (Amendments to IAS 8)
–
A var
iety of minor improvements to standards have been made in order to clarify various treatments of specific transactions.
The above are not expected to have a significant impact on the Group's consolidated financial statements.
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PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
29 RETROSPECTIVE RESTATEMENT
A. Change in accounting policy: Software-as-a Sevice (SaaS) arrangements
I
n April 2021, the IFRS Interpretation Committee (IFRIC) published an agenda decision clarifying its interpretation of how the current accounting
standards apply to the configuration and customisation costs incurred in implementing SaaS arrangements. Following this agenda decision, the
Group revised its accounting policy in relation to those costs and the new accounting policy is presented below. Comparative financial information
has been restated to account for the impact of the change. The effect of the restatement is shown in (C) to (F) and includes the derecognition
of certain previously recognised software intangible assets. In addition, the effect includes the reclassification of Short-Term Intangible Assets to
Other Current Assets.
Software-as-a-Sevice (SaaS) arrangements
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider's application software over the
term of the contract. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application
software, are recognised as operating expenses when the services are received.
Some of these costs incurred are for the development of software code that enhances, modifies, or creates additional capability to, existing
on-premise systems. Where these costs meet the definition of and recognition criteria for an intangible asset, these costs are recognised as
intangible software assets and amortised over the useful life on a straight-line basis. Judgement was applied in determining whether the
code meets the definition of and recognition criteria for an intangible asset. The estimated useful life and amortisation method is reviewed
at the end of each annual reporting period and adjusted if appropriate.
29 RETROSPECTIVE RESTATEMENT (CONTINUED)
B. Closing inventory valuation
T
he Group became aware that the valuation of its closing inventory for the prior periods did not fully account for entitlements for the purchase
of certain inventory products and now complies with NZ IAS 2. As a result, the Group has historically represented its closing inventory at a higher
value than that prescribed by NZ IAS 2. Comparative financial information has been restated for this. The effect of the restatement is shown in
(C) to (F).
C.
I
mpact on the consolidated statement of financial position
ADJUSTMENT $000
CLOSING RESTATED
1 JUL 2019 INVENTORY 1 JUL 2019
$000
SaaS COSTS
V
ALUATION
TOTAL
$
000
Income tax receivable – – 125 125 125
Inventories 85,969 – (3,484) (3,484) 82,485
Shor
t-term intangible assets 2,222 (2,222) – (2,222) –
O
ther current assets 35 2,222 – 2,222 2,257
D
eferred tax asset 9,976 368 – 368 10,344
I
ntangible assets
14,644
(1,313)
–
(1,313)
13,331
Total assets 565,554 (945) (3,359) (4,304) 561,250
Income tax payable
851
–
(851)
(851)
–
R
etained earnings/(deficit)
(218,478)
(945)
(2,508)
(3,453)
(221,931)
T
otal liabilities and equity
565,554
(945)
(3,359)
(4,304)
561,250
ADJUSTMENT $000
CLOSING RESTATED
30 JUN 2020 INVENTORY 30 JUN 2020
$000 SaaS COSTS VALUATION TOTAL $000
Income tax receivable 2,369 – 1,030 1,030 3,399
Inventories
87,111
–
(3,680)
(3,680)
83,431
Short-term intangible assets 2,056 (2,056) – (2,056) –
Other current assets
4
2,056
–
2,056
2,060
Deferred tax asset 10,292 368 – 368 10,660
Intangible assets
17,180
(1,315)
–
(1,315)
15,865
Total assets 459,453 (946) (2,650) (3,596) 455,857
Retained earnings/(deficit)
(223,202)
(946)
(2,650)
(3,596)
(226,798)
Total liabilities and equity 459,453 (946) (2,650) (3,596) 455,857
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PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2021
ADDITIONAL FINANCIAL DISCLOSURES
29 RETROSPECTIVE RESTATEMENT (CONTINUED)
D. Impact on the consolidated statement of profit or loss
ADJUSTMENT $000
CLOSING RESTATED
30
JUN 2020
I
NVENTORY
30
JUN 2020
$000
SaaS COSTS
V
ALUATION
TOTAL
$
000
Cost of sales (583,855) – (195) (195) (584,050)
Other operating expenses
(45,327)
(2,799)
–
(2,799)
(48,126)
Operating EBITDA 45,190 (2,799) (195) (2,994) 42,196
Depreciation and amortisation expense (29,464) 2,797 – 2,797 (26,667)
Income tax expense (2,886) 1 55 56 (2,831)
P
rofit from continuing operations, net of income tax
7,133
(1)
(140)
(141)
6,992
N
et profit after tax attributable
to Shareholders of the Company 7,840 (1) (140) (141) 7,699
E
. Impact on basic & diluted earnings per share (EPS)
ADJUSTMENT $
CLOSING RESTATED
30 JUN 2020 INVENTORY 30 JUN 2020
$ SaaS COSTS VALUATION TOTAL $
Basic & diluted EPS on issued ordinary shares
at the end of the period 0.104 (0.000) (0.002) (0.002) 0.102
Basic & diluted EPS on issued ordinary shares
at the end of the period – continuing operations
0.094
(0.000)
(0.001)
(0.001)
0.092
Basic & dilut
ed EPS on a weighted average basis
0.050
(0.000)
(0.001)
(0.001)
0.049
Basic & diluted EPS on a weighted average basis
– continuing operations
0.045
(0.000)
(0.001)
(0.001)
0.044
F
.
I
mpact on the consolidated statement of cashflows
ADJUSTMENT $000
CLOSING RESTATED
30 JUN 2020 INVENTORY 30 JUN 2020
$000 SaaS COSTS VALUATION TOTAL $000
Net cash inflow/(outflow) from operating activities 34,227 (2,773) – (2,773) 31,454
Net cash inflow/(outflow) from investing activities (11,020) 2,773 – 2,773 (8,247)
30 CAPITAL AND RESERVES
Share capital
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.
Realised capital and revaluation reserve
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.
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
2021, an amount of $0.134m, which represents the Employee Superannuation Contribution Tax (ESCT ) on the lump sum contribution made during
the year (net of tax), was transferred from the defined benefit reserve to retained earnings (30 June 2020: Nil).
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of equity investments elected at fair value through other
comprehensive income until the investments are derecognised or impaired.
Retained earnings/deficit
The retained earnings deficit equals accumulated undistributed profits/losses.
Dividends
The following dividends were declared and paid by the Company.
PAYMENT DATE $ PER SHARE
2021 interim dividend – fully imputed 24 March 2021 0.120
2020 interim dividend – fully imputed
3 Apr
il 2020
0.090
2019 final dividend – fully imputed 2 October 2019 0.075
Share Capital Accounting Policies
Ordinary shares
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 ordinary shares
When shares recognised as equity are repurchased, the amount of the consideration paid, including directly attributable costs, is recognised
as a deduction from equity. Repurchased shares are cancelled. However, treasury stock for which unrestricted ownership has not yet been
transferred are not cancelled.
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Independent auditor’s report to the Shareholders of PGG Wrightson Limited
Opinion
4388
4388
Basis for opinion
Auditor’s Responsibilities for the
Audit of the Financial Statements
International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand)
Key audit matters
Balance at 1 July 2019 606,318 24,662 (11,672) (2,566) (218,478) 398,264
Adjustment to retained earnings for prior period restatement 29 – – – – (3,453) (3,453)
Amended balance at 1 July 2019
606,318
24,662
(11,672)
(2,566)
(221,931)
394,811
Total comprehensive income for the period
Profit or loss
–
–
–
–
7,698
7,698
O
ther comprehensive income
Defined benefit plan actuarial gain/(loss), net of tax
–
–
(2,838)
–
–
(2,838)
T
otal other comprehensive income
–
–
(2,838)
–
–
(2,838)
Total comprehensive income for the period – – (2,838) – 7,698 4,860
Transactions with shareholders recorded directly in equity
Contributions by and distributions to shareholders
Shar
e repurchase and cancellation
(234,000)
–
–
–
–
(234,000)
Dividends to shareholders – – – – (12,564) (12,564)
Total contributions by and distributions to shareholders (234,000) – – – (12,564) (246,564)
Balance at 30 June 2020 372,318 24,662 (14,510) (2,566) (226,798) 153,106
Balance at 1 July 2020 372,318 24,662 (14,510) (2,566) (226,798) 153,106
Total comprehensive income for the period
Profit or loss
–
–
–
–
22,713
22,713
Other comprehensive income
Changes in fair value of equity instruments, net of tax – – – 136 – 136
Defined benefit plan actuarial gain/(loss), net of tax – – 6,926 – – 6,926
T
otal other comprehensive income – – 6,926 136 – 7,062
Total comprehensive income for the period – – 6,926 136 22,713 29,775
T
ransactions with shareholders recorded directly in equity
C
ontributions by and distributions to shareholders
Dividends to shareholders
–
–
–
–
(9,343)
(9,343)
Total contributions by and distributions to shareholders – – – – (9,343) (9,343)
Transfer to retained earnings
–
–
134
–
(134)
–
B
alance at 30 June 2021 372,318 24,662 (7,450) (2,430) (213,562) 173,538
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2021
REALISED
C
APITAL AND
DEFINED
SHARE REVALUATION BENEFIT PLAN FAIR VALUE RETAINED TOTAL
CAPITAL RESERVES RESERVE RESERVE EARNINGS EQUITY
NOTE $000 $000 $000 $000 $000 $000
35 to 79:
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91
A member firm of Ernst & Young Global Limited
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Collectability of trade and
Go
receivables
Why significantHow our audit addressed the key audit matter
At 30 June 2021 trade and Go receivables
total $167.3m, representing 37% of Group
total assets. This amount is net of the
provision for impaired debtors and Go
receivables of $3.0m.
We consider this to be a key audit matter
because trade and Go receivables are a
significant component of Group assets and the
provision for impaired debtors involves
significant judgement.
Disclosures in relation to trade and Go
receivables and their provisions for
impairment are included in notes 12 and 13 to
the Group financial statements.
Our audit procedures included the following:
•obtained an understanding of management’s
receivables provisioning process;
•assessed management’s provisioning methods
and whether they comply with NZ IFRS 9;
•considered the inputs, assumptions and
estimates used or made by management;
•tested the ageing of receivables by agreeing
the recorded ageing of a sample of trade
receivables to sales documentation;
•considered beef and sheep meat commodity
price movements up to and after balance date
to assess whether these changes, which are
indicative of changes in value of livestock
security held for Go receivables, indicated any
material increase in the credit risk of Go
receivables;
•considered the appropriateness and
sufficiency of the disclosures related to trade
and Go receivables and the related
provisioning.
Inventory valuation
Why significantHow our audit addressed the key audit matter
Inventory is carried at the lower of cost and
net realisable value. At 30 June 2021
inventory totals $81.5m, representing 18% of
the Group’s total assets. This amount is net of
a provision for inventory write down of $1.6m.
This is a key audit matter because inventory is
a significant component of Group total assets
and the assessment of the net realisable value
of slow moving, excess and obsolete inventory
involves significant judgement.
Our audit procedures included the following:
•compared a sample of recorded inventory cost
to supplier invoices;
•assessed the inputs into, and calculation of,
adjustments to inventory value to take account
of variable pricing arrangements with
suppliers. We also assessed the impact of this
matter at 30 June 2020 and 2019 and the
resulting restatement to the prior period
financial statements;
Why significantHow our audit addressed the key audit matter
Disclosures in relation to inventory and
inventory provisions are included in note 14
and in relation to the restatement of prior year
inventory values are included in note 29 to the
Group financial statements.
•considered the methods, models, and
assumptions used by management in
estimating the net realisable value of slow
moving, excess, and obsolete inventory;
•considered the key inputs into the provision
calculation including last purchase date, last
sale date and volume of sales in the year for
selected product lines. We tested these inputs
into the provision calculation, including
agreeing a sample of inventory items:
•last purchase date and last sale date to
supporting invoices;
•recalculating the annual sales volumes
recorded in the inventory system;
•compared the cost of a sample of inventory
items to their most recent selling price;
•considered the extent of
inventory items sold
at negative margins in the year;
•considered the appropriateness and
sufficiency of disclosures related to the
valuation of inventory, included those related
to the restatement of prior year inventory
values.
Other matter
The financial statements of PGG Wrightson Limited for the year ended 30 June 2020 were audited by
another auditor who expressed an unmodified opinion on those statements on 17 August 2020.
Information other than the financial statements and auditor’s report
The Directors of the Company are responsible for the Annual Report, which includes information other
than the consolidated financial statements and auditor’s report which is expected to be made
available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained during the audit, or otherwise
appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and, if uncorrected, to take
appropriate action to bring the matter to the attention of users for whom our auditor’s report was
prepared.
A member firm of Ernst & Young Global Limited
PGG WRIGHTSON LIMITED
A member firm of Ernst & Young Global Limited
Directors’ responsibilities for the financial statements
The Directors are responsible, on behalf of the entity, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such internal
control as the Directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing on behalf
of the entity the Group’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with International Standards on Auditing (New
Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located
at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s
report.
The engagement partner on the audit resulting in this independent auditor’s report is Bruce Loader.
Chartered Accountants
Christchurch
16 August 2021
ANNUAL REPORT 2021
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93
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.
PGG Wrightson complies with the Recommendations in the NZX 2020 Corporate Governance Code (NZX Code) except where specifically
disclosed in this annual report. This Corporate Governance section is current as at 30 June 2021 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.
PRINCIPLE 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards
being followed throughout the organisation.”
1.1
PGG
Wrightson Code of Conduct
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. Directors and
employees are expected to act honestly and in the best interests
of PGG Wrightson, as required by law, and taking account of
interests of shareholders and other stakeholders.
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 which is available at
www.pggwrightson.co.nz under Our Company > Governance,
Conflict of Interest Policy, Fraud Prevention Policy and Whistle-
Blower Policy, and the Board Charter outlined in section 2 below.
The Code of Conduct 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’.
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The Code of Conduct is intended to guide directors and
employees in carrying out their duties and responsibilities. It
supports decision-making that is consistent with PGG Wrightson’s
values and obligations, rather than prescribing a complete list of
acceptable and un-acceptable behaviour. It reflects expectations
that directors and employees of the PGG Wrightson Group will:
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 and
taking account of interests of shareholders and other
stakeholders;
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 directors and 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, 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. If there has
been a material breach of the Code of Conduct, the Board will be
notified by the Chief Executive. 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 2021
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
S
ecurities Trading Policy
In compliance with NZX Code Recommendation 1.2, the
Company has a detailed financial product trading policy
applying to all Directors and staff which incorporates insider
trading restraints, and rules. The Securities Trading Policy, which
is available at www.pggwrightson.co.nz under Our Company
> Governance, specifies that no director or employee may
buy or sell PGG Wrightson shares while in possession of inside
information. Inside information is material information that is
not generally available to the market. 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.
Corporate
Governance and
Board Charter
continued
PRINCIPLE 2 – Board Composition & Performance incorporating PGG Wrightson’s Board Charter
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
2.1
T
his 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:
overall governance;
employing the Chief Executive Officer;
providing strategic leadership and overseeing the
development, adoption and communication of a clear
strategy for the business;
overseeing management’s implementation of PGG
Wrightson’s strategic objectives and performance;
overseeing accounting and reporting systems (including
the external audit) and PGG Wrightson’s compliance with its
continuous disclosure obligations;
adopting and reviewing a risk management framework;
approval of PGG Wrightson’s operating budgets/major capital
expenditure; and
adoption of PGG Wrightson’s remuneration policy and other
corporate governance documents.
T
here 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 Officer 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
Officer and Managers within defined limits.
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
I
n 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 2021
the Board had five 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 2021 Annual Report. The full
Board met six times during the year ended 30 June 2021, including
conference calls and video-meetings. Directors also meet on other
occasions for strategic planning and held conference calls from
time to time as required. The attendance at Board meetings of all
Directors who served during the financial year to 30 June 2021 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 64 (2 via Audio/Video)2
Sarah Brown612
David Cushing* 43 (2 via Audio/Video)1
Joo Hai Lee6 (via Audio/Video)4 (4 via Audio/Video)2
U Kean Seng6 (via Audio/Video)02
Dr Charlotte Severne** 000
* Retired 30 April 2021
** Appointed 18 June 2021.
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PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS AT
30 JUNE 2021
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS
AT 30 JUNE 2020
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2021
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2020
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2021
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2020
Number of Males 3477868933
Percentage of Males 60%80%88%88%59%60%
Number of F
emales 2111610621
Percentage of Females 40%20%12%12%41%40%
* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.
2.5 In compliance with NZX Code Recommendation 2.5, the Board
has a Diversity and Inclusion Policy which is available at www.
pggwrightson.co.nz under Our Company > Governance. PGW
recognises that a diverse and inclusive workplace culture will
result in enhanced relationships with all stakeholders, better
customer service and improved financial performance. The Board
has evaluated PGG Wrightson’s performance against its Diversity
and Inclusion Policy objectives which relate to the working
environment, employment and selection opportunities, Board
appointment recommendations, equal and fair treatment under
employment policies and a culture of diversity and inclusion, and
considers that these objectives have been met.
T
he table above lists the numerical quantitative breakdown of
the gender composition of PGG Wrightson’s Board of Directors
and its Officers as at 30 June 2021 and comparative figures for
30 June 2020. 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.
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
I
n compliance with NZX Code Recommendation 2.8, a majority
of the Board are Independent Directors, with three out of
five 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 2021 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 101 to 102 of the 2021 Annual Report. None of
the Directors sit on any PGG Wrightson Group companies apart
from the parent PGG Wrightson Limited.
2.9
I
n compliance with NZX Code Recommendation 2.9, the
Chairman Rodger Finlay is an Independent Director.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
T
he 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 2021 the
Board had two standing Committees – the Audit Committee, the
Remuneration and Appointments Committee.
T
he 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.
Corporate
Governance and
Board Charter
continued
3.1 Audit Committee
I
n 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 Chairperson of the Audit
Committee Sarah Brown is an Independent Director and is not
also the Chair of the Board.
T
he Audit Committee Charter is available on PGG Wrightson’s
website at www.pggwrightson.co.nz under Our Company >
Governance.
The members of the Audit Committee are currently Sarah Brown
(Chairperson), 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 two
current members having an accounting or financial background
and the other member has a good understanding of financial/
accounting principles as per 3.4 of the Audit Committee Charter.
The Audit Committee met four times during the financial year.
T
he 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; and
To report Audit Committee proceedings back to the Board.
T
he 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
I
n 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
I
n 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.
T
he main responsibilities of the Remuneration and Appointments
Committee are:
To undertake an annual performance appraisal of the Chief
Executive Officer and review the appraisal of direct reports to
the Chief Executive Officer;
To review compensation policy and procedures, including
employee benefits and superannuation, and recommend
to the Board remuneration changes for the Chief Executive
Officer and direct reports to the Chief Executive Officer;
To review succession planning and senior management
development plans;
To report Committee proceedings back to the Board.
T
he 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.
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PRINCIPLE 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
4.1
T
he 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.
I
n 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
I
n 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.
PRINCIPLE 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
5.1
T
he 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 2021 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
T
he 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 officer 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
I
n compliance with NZX Code Recommendation 5.3, the
remuneration arrangements in place for the Chief Executive
Officer during the year ended 30 June 2021 including disclosure
of the base salary, short-term incentive and the performance
criteria used to determine performance-based payments, are
outlined on page 104 of this annual report.
Corporate
Governance and
Board Charter
continued
PRINCIPLE 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
6.1
I
n compliance with NZX Code Recommendation 6.1, PGG
Wrightson has in place a risk management framework for its
business to manage existing risks and to report the material
risks facing the business and how these are being managed. The
Board receives and reviews regular reports.
I
t 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 Officer, 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 Officer 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.
T
he 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
I
n compliance with NZX Code Recommendation 6.2, PGG
Wrightson has on page 10 of this 2021 Annual Report disclosed
how it manages its health and safety risks and has reported on
our health and safety risks, performance and management.
PRINCIPLE 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
7.1
I
n 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)
f
or sustaining communication with the external auditors;
(b)
t
o 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)
t
o address what, if any, services (whether by type or level)
other than their statutory audit roles may be provided by the
auditors; and
(d)
t
o 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.
T
he 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 generally are invited to attend all Audit
Committee meetings (except where auditor remuneration
or performance 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.
T
o 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.
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101
The external auditors Ernst & Young were appointed on 13
April 2021 and did provide some non-audit work on a related
but non-controlled entity in the year ended 30 June 2021. The
remuneration paid by the Group for audit work is disclosed on
page 53 of the annual report. The nature of the type of non-audit
work is disclosed in the audit report. The remuneration paid
by the Group for non-audit work was nil. The external auditors
confirmed in their audit report on pages 89 to 92 of this annual
report that those matters did not impair their independence as
auditor of the Group.
7.2
I
n 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 sits within the Risk and Assurance team,
which is comprised of a functional leader and 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 annually by the
Audit Committee. The function reviews and reports on the
effectiveness of internal control systems and processes for the
Company.
PRINCIPLE 8 – Shareholder Rights & Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage
them to engage with the issuer.”
8.1
While the C
ompany 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
I
n 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
I
n 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
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 2020 to 30 June 2021
DIRECTOR INTEREST ORGANISATION
R J Finlay
Chairman Chairman Mundane Asset Management Limited (UK)
Crown Regional Holdings Limited
St Andrews College Foundation (Trustee)
NZ Post Limited
Deputy Chairman Rural Equities Limited
Director Moeraki Limited
Ngāi Tahu Holdings Corporation Limited
Ngāi Tahu Farming Limited
Kiwi Group Holdings Limited
Mundane World Leaders Fund Limited (Cayman)
Trustee Burnett Valley Trust
J H Lee
Deputy Chairman Director Hyflux Limited
A
gria Corporation
A
gria (Singapore) Pte Limited
Lung Kee (Bermuda) Holdings Limited
IPC Corporation Limited
Agria Asia Investments Limited
S Brown
Director Electricity Invercargill Limited (resigned 31 October 2020)
PowerNet Limited (resigned 31 October 2020)
OtagoNet Limited (resigned 30 April 2021)
OtagoNet Properties Limited (resigned 30 April 2021)
Electricity Southland Limited (resigned 30 April 2021)
Panellist Independent Advisory Panel for the Provincial Growth Fund
Trustee Southland Boys High School Board of Trustees
T
urnbull Trust
C
onsultant
Blue Sk
y Meats (N.Z.) Limited
Statutory
Disclosures
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103
DIRECTOR INTEREST ORGANISATION
B D Cushing*
Ex
ecutive Chairman
Rural E
quities Limited
Dir
ector
Sk
ellerup Holdings Limited
H & G Limit
ed
M
akowai Farm Limited
U Kean Seng
Head of Corporate Agria Corporation
and Legal Affairs
Dr Charlotte Severne**
Dir
ector
T
uaropaki Power Company
Huak
iwi Limited
T
rustee
T
he Māori Trustee
S
everne Whanau Trust
Pott Severne Family Trust
* Retired 30 April 2021.
** Appointed 18 June 2021.
In addition, R J 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.
Directors’ Remuneration
The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2021 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’ FEES
AUDIT
COMMITTEE FEES
TOTA L
REMUNERATION
R J FinlayChairman$180,000$10,000$190,000
S Brown$80,000$2,083$82,083
B D Cushing*$66,666 $10,417 $77,083
J H LeeDeputy Chairman$110,000$10,000$120,000
U Kean Seng$80,000–$80,000
Dr C Severne **–––
* Retired 30 April 2021.
** Appointed 18 June 2021. Pro rata fees for 18 to 30 June 2021 will be paid in the 2021/2022 financial year.
Statutory
Disclosures
continued
Directors’ Shareholdings
As at 30 June 2021 the following Directors of PGG Wrightson Limited held a beneficial interest in shares in PGG Wrightson Limited:
DIRECTORREGISTERED HOLDERNUMBER OF SHARES
R J FinlayRGH Holdings Limited89,568
S BrownSarah Jane Brown & Keith William Brown11,400
J H Lee and U Kean Seng are associated persons of substantial product holder Agria (Singapore) Pte Limited holding 33,463,399 shares.
B D Cushing is an associated person of H & G Limited holding 2,006,732 shares (as at 30 June 2021)
Directors’ Share Transactions
The following Director of PGG Wrightson Limited notified the Company of the following on-market share transactions between
1 July 2020 and 30 June 2021.
DIRECTOR REGISTERED HOLDERNATURE AND DATE OF TRANSACTIONNUMBER OF SHARES BROUGHTCONSIDERATION PER SHARE
R J FinlayRGH Holdings Limited
(beneficial interest)
20 – 21 August 20208,294$2.60
Directors’ Independence
The Board has determined that as at 30 June 2021:
The following Directors are Independent Directors: R J Finlay, B D Cushing (to 30 April 2021), S Brown and Dr C Severne (appointed 18 June
2021)
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
There were no NZX Waivers applying to PGG Wrightson Limited during the financial year.
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.
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); and
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.
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The schedule excludes:
amounts paid post 30 June 2021 that related to services provided in the 2020/2021 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; and
any benefits received by employees that do not have an attributable value.
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.
REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES
$100,000 – $110,00062
$110,001 – $120,00054
$120,001 – $130,00045
$130,001 – $140,00035
$140,001 – $150,00031
$150,001 – $160,00021
$160,001 – $170,00013
$170,001 – $180,00012
$180,001 – $190,0007
$190,001 – $200,0009
$200,001 – $210,0003
$210,001 – $220,0007
$220,001 – $230,0006
$230,001 – $240,0003
$240,001 – $250,0001
$250,001 – $260,0002
$260,001 – $270,0002
$270,001 – $280,0002
$280,001 – $290,0005
$290,001 – $300,0001
$300,001 – $310,0001
$310,001 – $320,0002
$320,001 – $330,0001
$340,001 – $350,0001
$350,001 – $360,0002
$380,001 – $390,0001
$400,001 – $410,0003
$420,001 – $430,0001
$460,001 – $470,0001
$610,001 – $620,0001
$650,001 – $660,0001
$830,001 – $840,0001
$930,001 – $940,0001
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.
Chief Executive Officer Remuneration
In compliance with the NZX Code Recommendation 5.3, this section lists disclosure of the remuneration arrangements in place for PGG
Wrightson’s Chief Executive Officer Stephen Guerin. The Board of Directors’ general policy for Chief Executive remuneration is payment of a base
salary and an annual at-risk short-term incentive. The target amount of the short-term incentive payment is a percentage of base salary, being 20%
for the financial year, with the maximum payable being 150% of the target amount. The short-term incentive is payable on the achievement of
certain key performance criteria focused on PGG Wrightson’s financial performance, strategic objectives and Safety and Wellbeing performance for
the respective financial year.
The Chief Executive Officer has a company vehicle with full private use valued at $20,000pa. As at 30 June 2021 the total number of shares owned
by the Chief Executive Officer was 3,842.
The Chief Executive Officer’s remuneration relating to the year ended 30 June 2021 is as follows:
YEAR ENDED
30 JUNE 2021
YEAR ENDED
30 JUNE 2020
Salary payments paid during the year
$812,927$748,000
KiwiSaver employer contribution paid during the year
$24,390$22,440
Short-term incentive relating to the year, to be paid in the next financial year
$228,660–
Total remuneration
$1,065,977$770,440
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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%.
LEGAL COMPANY NAMEPGG WRIGHTSON APPOINTED DIRECTORS
Agriculture New Zealand Limited JS Daly, SJ Guerin
Ag Property Holdings LimitedJS Daly, SJ Guerin
AgriServices South America Limited JS Daly, SJ Guerin
Bidr LimitedSJ Guerin, PJ Moore, PC Scott
Bloch & Behrens Wool (NZ) LimitedJS Daly, SJ Guerin, GW Edwards
NZ Agritrade LimitedJS Daly, SJ Guerin
PGW Rural Capital Limited JS Daly, SJ Guerin
PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, SJ Guerin
PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, JS Daly, S Guerin, JA O’Neill, PR Drury
(licensed Independent Trustee)
PGG Wrightson Investments LimitedJS Daly, SJ Guerin
PGG Wrightson Real Estate Limited JS Daly, SJ Guerin
PGG Wrightson Trustee LimitedJS Daly, S Guerin
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).
As at 30 June 2021, PGG Wrightson Limited had 75,484,083 ordinary shares on issue.
Substantial Product Holders
At 30 June 2021, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were a
substantial product holder in the Company. The number of shares shown below are as recorded in the Company’s share register.
SHAREHOLDER
NUMBER OF SHARES
AT 30 JUNE 2020DATE OF NOTICE
BCA New Continent Agri Hldg. Limited (BCA)9,758,71421 October 2020
Agria (Singapore) Pte Limited
33,463,39910 April 2019
Agria Group*
33,463,39917 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 19 August 2021 were:
SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD
1.Agria (Singapore) Pte Limited33,463,399 44.33
2.BCA New Continent Agri Hldg. Limited (BCA)
9,758,71412.92
3.H & G Limited
1,898,6062.52
4.HSBC Nominees (New Zealand) Limited
1,488,7351.97
5.Forsyth Barr Custodians Limited
1,171,2041.55
6. Custodial Services Limited
1,054,4281.39
7.FNZ Custodians Limited
800,7921.06
8.Citibank Nominees (New Zealand) Limited
509,1080.67
9.Nicolaas Johannes Kaptein
500,9620.66
10.New Zealand Depository Nominee Limited
462,2450.61
11. JBWERE (NZ) Nominees Limited
344,8070.45
12.Accident Compensation Corporation
319,4460.42
13.Elizabeth Beatty Benjamin & Michael Murray Benjamin
(Michael Benjamin Family a/c)
300,0000.40
14.Leveraged Equities Finance Limited
249,2980.33
15.Robert Vincent Cottrell + Lesley Maureen Cottrell
202,8980.27
16.Ian David McIlraith
180,0000.24
17.Colin Hugh Notley & Jan Marie Notley
175,0000.23
18.Totara Grove Investments Limited
167,1130.22
19.Gamma Trust Limited
155,2840.21
20.GMH 38 Investments Limited
150,0000.20
Shareholder
Information
Corporate
Directory
ANNUAL REPORT 2021
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PGG WRIGHTSON LIMITED
Analysis of Shareholdings
Distribution of ordinary shares and shareholdings at 31 July 2021 was:
RANGETOTAL HOLDERSNUMBER OF SHARES% OF SHARES
1 – 4995,546928,9051.23
500 – 9991,238830,7221.10
1,000 – 1,9991,1791,562,0832.07
2,000 – 4,9991,1353,418,4434.53
5,000 – 9,9995053,323,7814.40
10,000 – 49,9994367,555,92910.01
50,000 – 99,999392,613,4393.46
100,000 – 499,999284,852,4466.43
500,000 – 999,99932,052,7162.72
1,000,000 Over548,345,61964.05
Total10, 11475,484,083100.00
Registered addresses of shareholders as at 31 July 2021 were:
ADDRESS
NUMBER OF
SHAREHOLDERS
% OF
SHAREHOLDERS
NUMBER OF
SHARES
% OF
SHARES
Singapore100.1033,631,32344.55
New Zealand9,84797.3641,543,39655.04
Australia1431.41145,6850.19
Other1141.13163,6790.22
Total10,114100.00%75,484,083100.00%
Shareholder
Information continued
Company number 142962
NZBN 9429040323497
Board of Directors
as at 30 June 2021
Rodger Finlay
Chairman
Joo Hai Lee
Deputy Chairman
Sarah Brown
U Kean Seng
Dr Charlotte Severne
(Appointed 18 June 2021)
David Cushing
(Resigned 30 April 2021)
Executive Team
as at 30 June 2021
Stephen Guerin
Chief Executive Officer
Nick Berry
General Manager Retail & Water
Julian Daly
General Manager Corporate Affairs/Company
Secretary
Grant Edwards
General Manager Wool
Peter Moore
General Manager - Livestock Ventures &
Partnerships
Peter Newbold
General Manager Livestock & Real Estate
Peter Scott
Chief Financial Officer
Rachel Shearer
General Manager Human Resources
Registered Office
PGG Wrightson Limited
1 Robin Mann Place
Christchurch Airport
Christchurch 8053
PO Box 292
Christchurch 8140
Telephone:
0800 10 22 76 (NZ only)
+64 3 372 0800 (International)
Email: enquiries@pggwrightson.co.nz
Auditors
(Resigned 12 April 2021)
KPMG
Level 5
79 Cashel Street
PO Box 1739
Christchurch 8140
Telephone: +64 3 363 5600
(Appointed 13 April 2021)
Ernst & Young
Level 4
93 Cambridge Terrace
PO Box 2091
Christchurch 8140
Telephone: +64 3 379 1870
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 Z
ealand
Telephone +64 9 488 8777
Facsimile +64 9 488 8787
Please assist our registrar by quoting your
CSN or shareholder number.
Back cover image
PGG Wrightson Technical
Horticultural Representative
for Fruitfed Supplies,
William Moss, and Farm
Owner, Matt Ashby, discuss
requirements needed
for planting at Matakana
Berry Co, near Warkworth,
Northern Auckland,
in May 2021.
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.