Substantial NAV Uplift Demonstrates Quality of Portfolio
26 August 2022
FY22 Results: Substantial NAV uplift demonstrates quality of portfolio
New Zealand Rural Land Company (NZX. NZL) is pleased to announce its audited FY22 earnings and outlook. NZL recorded a record
Net Profit After Tax of $39.7M for the period and a net asset value per share (NAV) increase of +18.6% (+$0.26) alongside a total
dividend for the year of 3.61 cents per share.
Recent volatility in the stock market, challenging macro economic conditions and geopolitical turmoil have highlighted the resilience,
importance and overall attractiveness of rural land as an asset class. NZL offers investors an easy and liquid way to access New
Zealand’s world-leading agricultural sector with stable and transparent rental income, inflation-linked leases, high quality long-term
tenants, alongside the increasing value of a critical asset class. Meanwhile, NZL’s manager is building a track record of outperforming
the market.
FY22 Results Summary
30 June 202230 June 2021*Change (%)Change
Total Assets$289.0M
$164.9M
+75%+$124.1M
Total Liabilities$102.4M
$54.4M+88%+$48.0M
Net Profit After Tax$39.7M$15.1M+163%+$24.6M
AFFO$4.3M$(0.8)M-+$5.1M
AFFO (cents per share)3.74 cps(1.02) cps-+4.76 cps
Net Assets$186.6M$110.3M+69%+$76.3M
Net Asset Value per Share
$1.656$1.397+19%+$0.26
Number of Shares on Issue112.6M78.9M+43%+33.7M
*292 day period as a result of 21 December 2020 IPO
FY22 Results Commentary
NZL generates shareholder value through a combination of asset value appreciation and cash flows from long-term leases.
NZL’s FY22 result exceeded expectations with an increase in the value of its overall portfolio of +16.7%. As a result, NZL’s NAV per
share has risen from $1.397 to $1.656, an increase of +18.6%. This, coupled with NZL’s acquisitions, has seen total assets increase from
$164.9M as at 30 June 2021 to $289.0M as at 30 June 2022.
AFFO for the year was $4.3M, slightly higher than 22 February 2022 guidance of $4.2M.
The outlook remains positive for future earnings growth. NZL’s land portfolio has performed well over the last 18 months. This
demonstrates both the attractiveness of rural land and NZL’s advantages for acquisitions and ability to structure sound leases with
high quality tenant partners. Importantly, rural land remains an increasingly scarce and critical primary sector infrastructure asset. NZL’s
portfolio serves as a long-term inflation hedge and benefits from predictable income from long-term leases.
NZL’s leases also incorporate regular CPI adjustments which result in permanent rental increases. This coupled with the 100% occupancy
in NZL’s portfolio and a 9.8 year average lease term creates predictable, inflation-protected and sustainable income for investors.
The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz
Acquisitions & Revaluations
NZL completed four acquisitions in FY22 comprising of ~4,900 hectares of rural land in Otago and Southland. These properties are
leased to new, high quality tenant partners which further enhances tenant diversity. All four acquisitions are pastoral based farms which
have a number of alternative uses with minimal capital investment reducing specialised asset risk in changing market conditions.
NZL’s total portfolio increased in value +16.7% in FY22 compounding on FY21’s increase of +10.8%. This is a combination of market
tailwinds associated with scarce primary production assets, attractive acquisition pricing and entering into well structured leases with
high quality tenant partners. The independent valuations use a comparable market transaction evidence based approach.
Our acquisitions in FY22 showed an increase of +26.2% (+$23.5 million) on purchase price. NZL’s original portfolio (those assets
acquired in FY21) increased by +10.3% (+$14.1 million), following on from a +10.8% (+$13.4 million) increase in FY21.
Dividend
NZL will pay a final dividend of 1.60cps, bringing total dividends for the year to 3.61cps. This reflects the 16.3% increase in share count
to 112,848,894 shares as at 30 June 2022. On an undiluted basis this is in line with our guidance (issued 2 June 2022) for a full year
dividend of 4.20 cps.
The final cash dividend will be paid on Friday, 9 September 2022, with a record date of Friday, 2 September 2022. There will be no
Dividend Reinvestment Plan (DRP) offered and the DRP has been suspended until further notice.
Outlook
The continuing high levels of inflation being experienced in New Zealand have a limited but net positive impact on NZL.
NZL’s leases incorporate regular, uncapped, CPI reviews. Accordingly, higher inflation results in higher than anticipated rental growth.
Furthermore, NZL is insulated from inflation-impacted (and all other operational) on-farm costs by owning only the land.
NZL currently forecasts FY23 AFFO of between $4.9m and $5.4M. NZL has hedging arrangements in place for 40% of its total
borrowings at an average all in cost of 4.50%, NZL’s remaining debt is borrowed on a floating rate (BKBM plus bank margins). The
average all in cost of total debt as at 22 August 2022 was 4.69%.
From 1 July 2024, NZL will start to see the positive impact of rental growth with approximately 55% of the portfolio (by lease income)
due for review. These reviews are CPI-indexed. CPI accumulated since the leases began (1 June 2021) totals +8.7% to 30 June 2022
and is forecast by the market to be +14.2% for the three years to 30 June 2024.
Unsurprisingly, in FY22 the New Zealand rural land market exhibited increased market activity with $4.9B of rural land sold in FY22. This
increase in market activity is widely expected to continue. Market activity is reflective of the positive outlook for New Zealand’s primary
sector, New Zealand agriculture’s advantaged production, rural land as an asset class, the growing global appetite for New Zealand’s
primary produce; and the relative low risk/resilient nature of the asset class in the face of geopolitical uncertainty and inflation.
For further information please contact:
The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
Christopher Swasbrook
Mobile: 021 928 262
Email: chris@nzrlc.co.nz
orRichard Milsom
Mobile: 021 274 2476
Email: richard@nzrlm.co.nz
www.nzrlc.co.nz
---
1
NEW ZEALAND RURAL LAND COMPANY
1
www.nzrlc.co.nz
listed on:
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Rural Land Co
New Zealand
The Rural Land Investors
New Zealand Rural Land Company Limited and its subsidiary
For the year ended 30 June 2022
Consolidated Financial Statements
New Zealand Rural Land Company Limited and its subsidiary
Directors' responsibility statement
For and on behalf of the Board
DirectorDirector
The Board of Directors of New Zealand Rural Land Company Limited authorised the financial statements for issue on 25 August
2022.
The directors are pleased to present the financial statements of New Zealand Rural Land Company Limited and its subsidiary for the
financial years period ended 30 June 2022.
2
New Zealand Rural Land Company Limited and its subsidiary
For the year ended 30 June 2022
2022
Notes
$'000$'000
Gross rental income
Rental income68,215 498
Net rental income8,215 498
Less overhead costs
Directors fees(217)(170)
Insurance(80)(31)
Marketing expenses(1)(125)
Management fees19(632)(99)
Professional and consulting fees(456)(200)
Performance fee19(4,115)(1,625)
Other expenses(85)(68)
Total overhead costs(5,586)(2,318)
Profit / (loss) before net finance income, other income and income tax2,629 (1,820)
Finance income3,550 122
Finance expense(2,408)(234)
Net finance income / (expense)71,142 (112)
Profit / (loss) before other income and income tax3,771 (1,932)
Other income
Change in fair value of investment property535,342 16,525
Profit before tax39,113 14,593
Income tax benefit8.1567 522
Profit and total comprehensive income for the period39,680 15,115
CentsCents
Basic and diluted earnings per share2442.43 37.49
Consolidated statement of comprehensive income
292 day period
ended 30 June
2021
These financial statements are to be read in conjunction with the accompanying notes
3
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of financial position
At 30 June 2022
2022 2021
Notes
$'000$'000
Current assets
Cash and cash equivalents91,004 20,496
Trade and other receivables101,411 668
Current tax receivable10 23
Total current assets2,425 21,187
Non-current assets
Investment property5264,899 137,678
Loan receivable1118,554 5,475
Deferred tax assets8.21,089 522
Derivative assets121,792 -
Other non-current assets256 75
Total non-current assets286,590 143,750
Total assets289,015 164,937
Current liabilities
Trade and other payables13923 308
Income in advance579 -
Other current liabilities150 -
Total current liabilities1,652 308
Non-current liabilities
Borrowings14100,768 54,254
Derivative liabilities12- 121
Total non-current liabilities100,768 54,375
Total liabilities102,420 54,683
Net assets186,595 110,254
Share capital15129,632 93,514
Share based payment reserve174,115 1,625
Retained earnings52,848 15,115
Total equity186,595 110,254
$$
Net Assets Value (NAV) per share21.21.6564 1.3968
Net Tangible Assets (NTA) per share21.21.6309 1.3918
These financial statements are to be read in conjunction with the accompanying notes
4
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of changes in equity
For the year ended 30 June 2022
Notes
$'000$'000$'000$'000
Balance at 11 September 2020
- - - -
Comprehensive Income
Profit for the period- - 15,115 15,115
Total comprehensive income- - 15,115 15,115
Transactions with shareholders
Contributed capital1495,893 - - 95,893
Transaction costs14(2,379)- - (2,379)
Performance fee payable in ordinary shares15- 1,625 - 1,625
Balance at 30 June 2021
93,514 1,625 15,115 110,254
Comprehensive Income
Profit for the period- - 39,680 39,680
Total comprehensive income- - 39,680 39,680
Transactions with shareholders
Contributed capital15
34,852 - - 34,852
Transaction costs15
(551)- - (551)
Performance fee issued in ordinary shares151,625 (1,625)- -
Performance fee payable in ordinary shares17- 4,115 - 4,115
Dividends paid16
- - (1,947)(1,947)
Dividend reinvestment plan issues16
192 - - 192
Balance at 30 June 2022
129,632 4,115 52,848 186,595
Share capital
Retained
earningsTotal
Share based
payment
reserve
These financial statements are to be read in conjunction with the accompanying notes
5
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of cash flows
For the year ended 30 June 2022
Notes
$'000$'000
Cash flows from operating activities
Lease income received
6,505 23
Payments to suppliers
(394) (716)
Management fees paid
(663) (70)
Income taxes received / (paid)
12 (23)
Interest paid
(1,890) (117)
Interest received
599 77
Net cash generated by / (used in) operating activities4,169 (826)
Cash flows from investing activities
Payment for NZX listing bond
- (75)
Payments for investment properties
(90,492) (120,685)
Payments for leasehold improvements
(181) -
Payment for loan receivable(12,018) (5,430)
Net cash used in investing activities(102,691)(126,190)
Cash flows from financing activities
Proceeds from convertible loan- 375
Proceeds from issue of ordinary shares34,822 95,249
Payment of transaction costs on issue of ordinary shares(551) (2,366)
Dividends paid(1,755) -
Proceeds from borrowings60,768 54,254
Repayment of borrowings(14,254) -
Net cash generated by financing activities79,030 147,512
Net (decrease) / increase in cash and cash equivalents(19,492)20,496
Cash and cash equivalents beginning of the year20,496 -
Cash and cash equivalents at the end of the period91,004 20,496
2022 2021
These financial statements are to be read in conjunction with the accompanying notes
6
Notes to the consolidated financial statements
For the year ended 30 June 2022
1Reporting entity
2Basis of preparation
2.1Statement of compliance and reporting framework
2.2
Functional and presentation currency
2.3Basis of measurement
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST) except:
•
•
2.4Basis of consolidation
•
•
•
The Group has adopted External Reporting Board Standard A1 Accounting Standards Framework (For-profit Entities Update) (XRB A1).
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ GAAP") and
the Financial Markets Conduct Act 2013. They comply with New Zealand equivalents to International Financial Reporting Standards ("NZ
IFRS") and other applicable Financial Reporting Standards, as appropriate. These financial statements comply with International Financial
Reporting Standards ("IFRS") as published by the International Accounting Standards Board. For the purposes of complying with NZ GAAP,
the Group is a for-profit entity. These financial statements have been prepared in accordance with the requirements of the Companies
Act 1993 and on a going concern basis.
The consolidated financial statements for New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiary (the
"Group") are for the economic entity comprising the Company and its subsidiary. The Group's principal activity is investment in New
Zealand rural farmland.
where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of the cost of
acquisition of an asset or as part of an item of expense; or
The Company is incorporated in New Zealand and registered under the Companies Act 1993. The Company is an FMC reporting entity for
the purposes of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013. The Company was incorporated on 11
September 2020 and is domiciled in New Zealand. The Company is listed on the New Zealand Stock Exchange (NZX Limited) with ordinary
shares listed on the NZX Main Board.
These financial statements are presented in New Zealand dollars, which is the Group's functional currency. All amounts have been
rounded to the nearest thousand, unless otherwise stated.
The financial statements have been prepared on the historical cost basis except for derivative financial instruments and investment
properties which are measured at fair value.
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control listed above.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and
its subsidiary. Control is achieved when the Company:
has power over the investee;
New Zealand Rural Land Company Limited and its subsidiary
These financial statements are for the financial year ending 30 June 2022. The comparative period is the 292 day period ended 30 June
2021.
for receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable from or payable to the
taxation authority is included as part of receivables or payables).
7
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
2.4Basis of consolidation (continued)
2.5Financial instruments
Financial assets - Derecognition of financial assets
Financial assets - Impairment of financial assets
Financial liabilities - Amortised cost
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
Financial liabilities at amortised cost (including borrowings, related party payables and trade and other payables) are initially recognised
at fair value and subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and
points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through
profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit
or loss are recognised immediately in profit or loss.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control
of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when
the Company ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the
Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are
eliminated in full on consolidation.
The Group’s financial assets consist of cash, trade receivables, derivatives and loan receivable.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor
retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
Impairment of financial assets are recorded through a loss allowance account (bad debt provision). The amount of the loss allowance is
based on the simplified Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each balance date.
The lifetime ECL is calculated using a provision matrix based on historical credit loss experience and adjusted for forward looking factors
specific to the debtors and the economic environment.
Financial instruments are classified into the following specified categories: ‘fair value through profit or loss' (FVTPL), and 'at amortised
cost'. The classification depends on the business model and nature of the cash flows of the financial instrument and is determined at the
time of initial recognition.
8
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
2.5Financial instruments (continued)
Financial liabilities - Derecognition of financial liabilities
3
Critical accounting estimates and judgements
• Fair valuation of investment property (note 5)
• Deferred tax on investment property (note 8.2)
• Recognition of loan receivable (note 11)
3.1
Fair value estimation
•
•
•
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if
market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value
for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
The preparation of these financial statements requires management to make estimates and assumptions. These affect the amounts of
reported revenue and expense and the measurement of assets and liabilities. Actual results could differ from these estimates. The
principal areas of judgement and estimation in these financial statements are:
The Group’s assets and liabilities that are measured at fair value are investment property and derivative financial instruments. Investment
property is measured using level 3 valuation techniques as further detailed in Note 5.
Derivative financial instruments are measured using level 2 valuation techniques, which is based on inputs other than quoted prices in an
active market that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This
valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific
estimates. The derivatives are valued based on the mark to market valuations of the interest rate swaps on 30 June 2022.
The carrying value of all other financial assets and liabilities held at amortised cost reasonably approximates the fair value due to the
short term nature of the financial instruments.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are
determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For financial reporting
purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The
difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in
profit or loss.
9
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
4
Segment information
5
Investment properties
Fair value of rural land investment properties:
30 June 2022
Land area
Opening
balanceAdditions ¹
Lease fee
amortisation
Capitalised
lease
incentive ²
Revaluation
gainCarrying value
Hectares$'000$'000$'000$'000$'000$'000
Canterbury
5,765
126,581 -(8) 1,273 11,962139,808
Otago3,500-61,544(30) -18,62480,138
Southland
1,386
11,097 29,096(5) 9 4,75644,953
Fair value of investment properties137,678 90,640 (43) 1,282 35,342 264,899
¹
²
30 June 2021
Land areaAdditions ¹
Capitalised
lease
incentive ²
Revaluation
gainCarrying value
LocationHectares$'000$'000$'000$'000
Canterbury5,765 110,273 468 15,840 126,581
Southland456 10,412 -685 11,097
Fair value of investment properties120,685 468 16,525 137,678
¹
²
Net of amortisation.
Included in the Group's total gross finance income, excluding gains on the fair value of derivative instruments, more than 10% was
received as interest income from two significant customers. The total gross interest income derived in the year ended 30 June 2022 from
these customers was $0.549 million and $1.1 million respectively. No other single customer contributed 10% or more of the Group's total
finance income.
Includes directly attributable acquisition costs.
Net of amortisation.
Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying amount
of the leased asset.
Investment property is initially measured at cost and subsequently measured at fair value with any change therein recognised in profit or
loss. Any gain or loss arising from a change in fair value is recognised in profit or loss.
The Group operates in one business segment being New Zealand rural land.
Includes directly attributable acquisition costs.
Property valuations will be carried out at least annually by independent registered valuers.
Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recognised in
profit or loss in the year of derecognition.
Location
Investment property is property held either to earn rental income, for capital appreciation or for both.
Included in the Group's total rental income, more than 10% was received from four significant customers, Performance Livestock Limited,
Sustainable Grass Limited, Performance Dairy Limited, and WHL Capital Limited. The total rental income derived in the year ended 30
June 2022 from these customers was $1.358 million, $1.167 million, $3.095 million, and $2.029 million respectively. No other single
customer contributed 10% or more of the Group's total rental income.
10
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
5.1Fair value measurement, valuation techniques and inputs
The Group's investment properties were valued by Colliers International, with values applicable as at 30 June 2022.
Key inputs used to measure fair value:
2022 2021
Land growth rate3%3%
CPI
2%2%
Discount rate
7%7.5%
Terminal rate6.5%6.5%
5.2Valuation methodology
Key valuation inputDescription
Land growth rateIncreaseDecrease
CPIIncreaseDecrease
Discount rateDecreaseIncrease
Terminal rateDecreaseIncrease
IncreaseDecrease
External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and
category of the property being valued, value the Group’s investment property portfolio at least every 12 months. The fair values are
based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a
willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.
Increase in
input
Decrease in
input
The valuer's assessment of the annual net market income per hectare
attributable to the property. Used in the income approach.
Market rental assessment
During the year there were no transfers of investment properties between levels of the fair value hierarchy. The valuation techniques
used in measuring the fair value of investment property, as well as the significant unobservable inputs used are as follows:
Investment properties are classified as level 3 (inputs are unobservable for the asset or liability) under the fair value hierarchy on the
basis that adjustments must be made to observable data of similar properties to determine the fair value of an individual property.
Measurement sensitivity
The investment properties have been assessed on a fair value basis utilising the income approach for the Group's interest as lessor and a
market approach to assess the reversionary value of the assets at the expiry of the current lease terms. The valuation includes the
consideration made by the valuer for the applicable climate risks.
The net present value of the income provided under the lease agreements have been assessed to be above prevailing market leases for
similar assets. This results in the Group's interest assessment in the leases being greater than the current fair value for the asset on the
basis of the fee simple valuation.
The rate used to assess the terminal value of the property. Used in the
income approach.
The rate applied to the expected land value growth. Used in the income
approach.
The expected inflation increase applied to the lease income every three
years. Used in the income approach.
The rate applied to discount future cashflows, it reflects transactional
evidence from similar types of property assets. Used in the income
approach.
11
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
6Rental income
2022 2021
$'000$'000
Gross lease receipts7,41630
Straight line rental adjustments975483
Amortisation of capitalised lease incentives(176)(15)
Rental income8,215498
6.1Operating lease income commitments
2022 2021
Future minimum rental receivables under non-cancellable operating leases are as follows:
$'000$'000
Within 1 year11,338 6,137
After 1 year but not more than 5 years45,353 24,550
More than 5 years63,296 36,307
Total property operating lease income
119,987 66,994
7Finance income and expense
2022 2021
$'000$'000
Finance income
Interest income
1,660122
Gain on fair value of derivative instruments1,890-
Finance expense
Interest expense(2,408)(113)
Loss on fair value of derivative instruments-(121)
Net finance income / (expense)1,142(112)
The commitments above are calculated based on the contract rates using the term certain expiry dates of lease contracts. Actual rental
amounts in future may differ due to CPI adjustments within the lease agreements.
Finance income includes interest income derived from financial assets. Interest income from a financial asset is recognised when it is
probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is
accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on
initial recognition.
Rental income from investment property leased to clients under operating leases is recognised in the consolidated statement of
comprehensive income on a straight-line basis over the term of the lease, taking into account rent free periods. Where lease incentives
are provided to customers, the cost of incentives are recognised over the lease term on a straight-line basis as a reduction to rental
income.
Finance expense includes interest expense incurred on borrowings and the loss on fair value of derivative instruments. Interest expense is
recognised using the effective interest method. Gain on fair value of derivative instruments details are included in note 12.
The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10 and
11 years.
12
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
8Income taxes
8.1Income tax recognised in statement of comprehensive income
2022 2021
$'000$'000
Current tax expense
--
Deferred tax (benefit)
(567)(522)
Income tax (benefit)
(567)(522)
Reconciliation of income tax expense to prima facie tax payable:
Profit before tax
39,11314,593
Income tax expense calculated at 28%
10,9524,086
Effect of expenses that are not deductible in determining taxable profit
2519
Effect of income that is not assessable in determining taxable profit
(11,436)(4,627)
Prior period adjustment
(108)-
Income tax (benefit)
(567)(522)
8.2Deferred tax assets
2022 $'000 $'000 $'000
Lease fees(42) (20) (62)
Lease incentives(131) (357) (488)
Tax losses807 830 1,637
Depreciation on investment property(112) 112 -
Other-2 2
Total deferred tax asset / (liability)5225671,089
Recognised in
profit or loss
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in
equity respectively.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred
tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or
the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the
consolidated Statement of Comprehensive Income because of items of income or expense that are taxable or deductible in other years
and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Closing
balance
Opening
balance
13
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
8.2Deferred tax assets (continued)
2021 $'000 $'000 $'000
Lease fees-(42) (42)
Lease incentives-(131) (131)
Tax losses-807 807
Depreciation on investment property-(112) (112)
Total deferred tax asset / (liability)-522522
Key Judgement
9Cash and cash equivalents
2022 2021
$'000$'000
Cash at bank
1,004 20,496
Total cash and cash equivalents
1,00420,496
10Trade and other receivables
Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.
2022 2021
$'000$'000
Trade receivables1,054 65
Prepayments312 269
GST receivable-334
Other receivables45 -
Total trade and other receivables1,411668
11Loan receivable
2022 2021
$'000$'000
Non-current:
McNaughtons home block
6,021 5,475
Makikihi Farm
12,533 -
Total loan receivable
18,5545,475
Opening
balance
Recognised in
profit or loss
Closing
balance
The Group has chosen not to rebut the presumption in NZ IAS 12 Income taxes that the carrying value of investment properties will be
recovered through sale.
On 1 June 2021, the Group acquired land at 30 Cooneys Road, Morven for $5.4 million and simultaneously entered into a lease and a put
and call agreement with Performance Dairy Limited (PDL), a related entity to the vendor. Under the call agreement, PDL can acquire the
land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group for $5.4 million plus 10% interest
compounding annually. Under the put agreement, from 1 June 2023 the Group can require PDL to acquire the land on 31 May any year
under the same pricing mechanism and notice requirements. The put and call option has a 99 year life.
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short‑term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value, and bank overdrafts.
Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related
items in the statement of financial position as follows:
14
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
11Loan receivable (continued)
12Derivatives
2022 2021
$'000$'000
Derivative assets
1,792-
Derivative liabilities
-121
1,792121
13Trade and other payables
2022 2021
$'000$'000
Trade payables and accruals
908 308
GST payable
15 -
Total trade and other payables923308
14Borrowings
2022 2021
Non-current borrowings:
$'000$'000
Rabobank facility
100,768 54,254
Total borrowings
100,76854,254
Total
Undrawn
facility
Drawn
amountFair value
2022
$'000$'000$'000$'000
Bank facility A1 June 20254.01%46,000 4,232 41,768 41,768
Bank facility B1 June 20243.84%29,500 -29,500 29,500
Bank facility C1 June 20264.14%29,500 -29,500 29,500
105,000 4,232 100,768 100,768
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of
comprehensive income over the period of the borrowings using the effective interest method. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Effective
interest rateExpiry date
Derivative financial instruments, comprising interest rate swaps are classified as fair value through profit or loss ("FVTPL"). Subsequent to
initial recognition, changes in fair value of such derivatives and gains or losses on their settlement are recognised in the consolidated
statement of comprehensive income in finance income and expense.
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid.
The amounts are unsecured and are usually paid within 30 days from recognition. Trade payables are recognised initially at fair value and
subsequently measured at amortised cost.
Key Judgement
On 2 August 2021, the Group acquired land at a North Canterbury Dairy Farm (Makikihi Farm) for $12 million and simultaneously entered
into a lease and a put and call agreement with Makikihi Robotic Dairy Limited (MRDL), a related entity to the vendor. Under the call
agreement, MRDL can acquire the land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group
for 12 million plus 10% interest compounding annually. Under the put agreement, from 1 August 2023 the Group can require MRDL to
acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and call option has a 99 year
life.
The loan receivable balances have been considered and determined no impairment is required at reporting date.
The Group has determined that these arrangements have the substance of loans with 10% market interest rates per annum.
The loans are secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.
15
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
14Borrowings (continued)
Total
Undrawn
facility
Drawn
amountFair value
2021
$'000$'000$'000$'000
Bank facility A1 June 20232.05%25,000 10,746 14,254 14,254
Bank facility B1 June 20242.19%16,000 -16,000 16,000
Bank facility C1 June 20262.49%24,000 -24,000 24,000
65,000 10,746 54,254 54,254
The terms of the borrowings includes the following covenants that the Group must ensure at all times:
•
Interest coverage ratio is greater than 2.0;
•
Loan to valuation ratio does not exceed 40%; and
•
Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.
15Issued capital
Notes
Authorised and issued
Opening balance
--
Share capital issued for assignment of intellectual property
19.1125 100,000
Share capital issued for director services rendered in relation to IPO
75 60,000
Shares issued on initial public offering
75,000 60,000,000
Loan converted to ordinary shares
375 300,000
Rights issue (2:3) to existing shareholders
20,318 18,470,970
Transaction costs arising on issue of shares
(2,379) -
Balance 30 June 2021
93,51478,930,970
Rights issue to existing shareholders (September 2021)
18,486 16,805,868
Rights issue to existing shareholders (June 2022)
16,366 15,586,890
Performance fee issued in ordinary shares
1,625 1,163,162
Dividend reinvestment plan issues
16192 162,004
Transaction costs arising on issue of shares
(551) -
Balance at 30 June 2022
129,632112,648,894
In June 2022, a rights issue to existing shareholders closed with 15.6 million shares issued at $1.05 per share.
The Group has complied with the financial covenants of its borrowing facilities during the 2022 reporting period.
Expiry date
Effective
interest rate
The Group has entered into a revolving credit facility agreement with Rabobank on 21 May 2021 and renewed on 29 November 2021, 15
June 2022 and 30 June 2022 . The facility agreement has a limit of $105,000,000 with floating interest rates ranging over the three
tranches of the debt. Interest is payable quarterly in arrears.
The June 2021 performance fee was settled with 1.2 million shares being issued in September 2021 at an equivalent of $1.3968 per share.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or
loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.
There is a general security deed over all of the assets of the Group as security of the borrowings.
In September 2021, a rights issue to existing shareholders closed with 16.8 million shares being issued at $1.10 per share.
$'000
No. of
ordinary
shares
All shares have equal voting rights, participate equally in any dividend distribution or any surplus on the winding up of the Company. The
shares have no par value.
16
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
16Dividends
17Share based payment reserve
2022 2021
$'000$'000
Arising on share-based payments (performance fee)
4,115 1,625
Balance at end of the period
4,115 1,625
18Remuneration of auditors
2022 2021
Assurance and other services
$'000$'000
Statutory audit services
96 68
9668
19Related parties
19.1Remuneration of the Manager
• Providing administrative and general services;
• Sourcing and securing potential investors and communicating with investors;
• Sourcing opportunities for the sale and purchase of Land, and operators for lease agreements in respect of Land;
• Overseeing due diligence for and executing transactions for the sale and purchase, and leasing, of Land;
• Managing the Group’s Property, including Land owned by the Group;
• Arranging regular valuations and audits of the Group; and
• Administering the payment of dividends and distributions in respect of the Group.
The Manager is remunerated via management fees, transaction fees and performance fees.
Fees paid and owing to the Manager:
Fees chargedOwing at 30
June
Fees chargedOwing at 30
June
$'000$'000$'000$'000
Basic management services fee632 55 99 30
Land transaction fees1,116 -1,725 -
Leasing fees150 -150 -
Performance fee4,115 4,115 1,625 1,625
Total
6,013 4,170 3,599 1,655
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or
services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the
equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
The Group has appointed an external manager, New Zealand Rural Land Management Limited Partnership through a signed management
agreement. The Manager is responsible for all management functions of the Group, including:
During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the auditor of
the Group:
20212022
The share based payment reserve relates to the Manager's performance fee that is settled through the issue of shares. More details on
performance fees are provided in note 19.1.
During the year, total dividends of $1.947 million were declared. An ordinary dividend of $0.0201 per share with no supplementary
dividend was issued in March 2022. No imputation credits were attached to the dividend.
The company established a dividend reinvestment plan under which holders of ordinary shares could elect to have all or part of their
dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash. Shares were issued under the plan
at a strike price of $1.1832, with no discount to the market price at the time of the dividend. Under this reinvestment plan, 162,004
shares were issued for a total value of $191,668. This reduced the overall cash paid for dividends to $1.755 million.
17
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
19.1Remuneration of the Manager (continued)
Management fee
Transaction fee
•
•
Performance fee
19.2Key management personnel compensation
20Subsidiary
2022
2021
Name of entityCountry incorporatedEquity holdingEquity holding
NZRLC Dairy Holdings LimitedNew Zealand100%100%
21Non-GAAP measures
For each lease agreement entered into, a fee of $30,000.
Non-GAAP measures do not have a standard meaning prescribed by GAAP and therefore may not be comparable to information
presented by other entities. These measures should not be viewed in isolation, nor considered as a substitute for measures reported in
accordance with NZ IFRS.
Transactions fee incurred for the period ended 30 June 2022 were $1.116 million and $0.150 million (2021: $1.725 million and $0.150
million) in relation to the purchase and lease fee components respectively. The purchase fee was included in the initial carrying amount
of the acquired investment property. The leasing fee has been added to the carrying value of the leased asset (being investment
properties) as part of the initial direct costs of arranging the lease.
The following subsidiary has been consolidated in the Financial Statements of the Group:
A fee is payable for the following transactions:
A monthly management fee is payable equal to 0.5% per annum of the Group's Net Asset Value, calculated on a monthly basis. The total
management fees for the period ended 30 June 2022 were $0.632 million (2021: $0.055 million).
In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.217 million (2021:
$0.170 million), of which $nil was settled in shares (2021: $0.075 million) and the remainder in cash. There was no other compensation of
key management personnel during the period.
The consolidated Financial Statements incorporate the assets, liabilities and results of the subsidiary in accordance with the accounting
policy described in note 2.4.
For each purchase or sale of land, a fee equal to 1.25% of the acquisition or divestment cost of the land and improvements;
and
A performance fee is payable to the Manager when the Group's net asset value ('NAV') per share exceeds the Group's NAV per share in
the immediately preceding financial year. This annual performance fee is calculated as 10% of the increase in NAV per share and is settled
through the issue of ordinary shares based on the NAV per share at that date. NAV per share is adjusted for the impact of capital
reconstructions (such as a rights issue at a premium or discount), with the intention of the calculation being neither prejudicial nor
advantageous to the Company or the Manager. Half of the ordinary shares issued are held in escrow and cannot be sold for 5 years. The
value of the performance fee in the 2022 financial year was $4.115 million (2021: $1.625 million). The shares will be issued to the
Manager subsequent to balance date.
18
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
21.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)
2022 2021
Notes
$'000$'000
Net profit after tax39,68015,115
Adjustments
Unrealised net (gain) in value of investment properties5(35,342) (16,525)
Performance fee payable in shares174,115 1,625
Unrealised net (gain) / loss on derivatives7(1,890) 121
Deferred tax (benefit)8.2(567) (522)
Amortisation of rent free incentives6176 -
Amortisation of lease fee46 1
Funds from operations ('FFO')6,218(185)
FFO per share (cents)5.52(0.23)
Adjustments
Incentives and leasing costs(1,608) (618)
Future maintenance capital expenditure¹(319) -
Adjusted funds from operations ('AFFO')4,291(803)
AFFO per share (cents)3.81(1.02)
21.2Net assets per share and net tangible assets per share
2022 2021
Notes
$'000$'000
Total assets289,015 164,937
(Less): Total liabilities(102,420) (54,683)
Net assets186,595110,254
(Less): Deferred tax asset
7.2
(1,089) (522)
(Less) / Add: Derivative (asset) / liability
12
(1,792) 121
Net tangible assets183,714109,853
Number of shares issued ('000)112,649 78,931
Net assets per share ($)1.6564 1.3968
Net tangible assets per share ($)1.6309 1.3918
The Group presents net assets per share and net tangible assets per share in these financial statements. The Group believes that these
non-GAAP measures provide useful additional information to readers. Net tangibles assets per share is a required disclosure under the
NZX Listing Rules and net assets per share is a measure monitored by management and required for calculating the Manager's
performance fee. The calculation of the Group's net assets per share, net tangible assets per share, and its reconciliation to the
consolidated statement of financial position is presented below:
Funds from operations ('FFO') is a non-GAAP financial measure that shows the Group's underlying and recurring earnings from its
operations and is considered industry best practice for a property fund to enable investors to see the cash generating ability of the
business. This is determined by adjusting statutory net profit (under NZ IFRS) for certain non-cash and other items. FFO has been
determined based on guidelines established by the Property Council of Australia and is intended as a supplementary measure of
operating performance. The Manager uses and considers Adjusted Funds From Operations ('AFFO') as a measure of operating cash flow
generated from the business, after providing for all operating capital requirements including maintenance capital expenditure, tenant
improvement works, incentives and leasing costs.
¹ Represents amounts set aside each financial period for future expected maintenance capital expenditure as considered prudent by the
Manager. These amounts do not qualify for recognition as liabilities on the balance sheet under NZ GAAP.
19
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
22Financial instruments
Categories of financial instruments:
As at 30 June 2022
Assets
$'000 $'000 $'000 $'000
Cash and cash equivalents-1,004 -1,004
Trade and other receivables-1,099 -1,099
Loan receivable-18,554 -18,554
Derivative assets1,792 --1,792
1,792 20,657 -22,449
Liabilities
Trade and other payables--908 908
Borrowings--100,768 100,768
--101,676 101,676
As at 30 June 2021
Assets
$'000 $'000 $'000 $'000
Cash and cash equivalents-20,496 -20,496
Trade and other receivables-65 -65
Loan receivable-5,475 -5,475
-26,036 -26,036
Liabilities
Trade and other payables--308 308
Borrowings--54,254 54,254
Derivative liabilities121 --121
121 -54,562 54,683
23Financial risk management
23.1Interest rate risk
Financial
assets/
liabilities at
FVTPL
Financial
assets at
amortised
cost
Financial
liabilities at
amortised
cost Total
Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value
of its financial instruments.
The Group's policy is to manage its interest rates using a mix of fixed and variable rate debt. To manage this mix, the Group enters into
interest rate swaps, in which the Group agrees to exchange, at specified intervals, the difference between fixed and variable rates for
interest calculated by reference to an agreed-upon notional principal amount. These swaps are designed to economically hedge
underlying debt obligations.
The Group's exposure to variable interest rate risk and the weighted average interest rate for interest bearing financial assets and
liabilities as at 30 June 2022 was as follows:
The use of financial instruments exposes the Group to interest rate, credit and liquidity risks.
Financial
assets/
liabilities at
FVTPL
Financial
assets at
amortised
cost
Financial
liabilities at
amortised
cost Total
20
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
23.1Interest rate risk (continued)
2022 2021
$'000$'000
Financial assets
Cash at bank1,00420,496
Financial liabilities
Bank borrowings (net of economic impact of interest rate swaps)76,76830,254
Interest rate applicable at balance date
Cash at bank<1%<1%
Bank borrowings (net of economic impact of interest rate swaps)4.00%2.24%
Interest rate
decrease of
2%
Interest rate
increase of 2%
Interest rate
decrease of
0.25%
Interest rate
increase of
0.25%
$'000$'000$'000$'000
Increase / (decrease) in interest expense(1,535)1,535(6)6
23.2Credit risk
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to
incur a financial loss. Financial instruments which are subject to credit risk principally consist of cash, debtors and loans receivable. The
Group’s exposure to credit risk is equal to the carrying value of the financial instruments.
The Group conducts credit assessments of tenants to determine credit worthiness prior to entering into lease agreements. This includes
requiring tenants to have equity at least six times their annual lease obligations or provide other suitable security arrangements. Where
appropriate, the Group will include guarantees and/or security from tenants within lease agreements to support rental payments. In
addition, debtor balances are monitored on an ongoing basis with the result that exposure to bad debts is not significant.
The risk from financial institutions is managed by placing cash and cash equivalents with high credit quality financial institutions only. The
Group has placed its cash and cash equivalents with ASB Bank Limited and Westpac New Zealand Limited, both who are AA- rated
(Standard & Poor's).
The Group intends to further mitigate this risk in the future by expanding into other primary sectors in New Zealand, such as horticulture,
viticulture, sheep and beef.
2022
The following sensitivity analysis represents the change in interest expense if the floating interest rates on bank borrowings (net of
economic impact from interest rate swaps) had been 2% higher or lower, with other variables remaining constant:
2021
21
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
23.3Liquidity risk
The following table outlines the Groups' liquidity profile, as at 30 June 2022, based on contractual non-discounted cash flows:
Total0-1 year1-2 years2-5 years>5 years
As at 30 June 2022
$'000$'000$'000$'000$'000
Trade and other payables
923923---
Borrowings ¹
112,6234,02933,43975,155-
Total
113,5464,95233,43975,155-
Total0-1 year1-2 years2-5 years>5 years
As at 30 June 2021
$'000$'000$'000$'000$'000
Trade and other payables
308308---
Derivative liabilities
994188253553-
Borrowings ¹
58,7791,24015,47142,068-
Total
60,0811,73615,72442,621-
¹
23.4Capital risk management
24Earnings per share
2022 2021
Profit after income tax ($'000)39,680 15,115
Weighted average number of shares for the purpose of basic and diluted EPS ('000)93,510 40,315
Basic and diluted earnings per share (cents)42.4337.49
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income
tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of
ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by the
weighted average number of shares on issue.
Includes contractual interest payments based on drawn down amounts at 30 June 2022 (2021: nil) and assuming no
repayments of principal prior to expiry date
Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. Liquidity risk mainly arises from the Group’s obligations in respect of long term
borrowings, derivatives and trade and other payables.
The Group monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating
activities to meet its obligations arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The
Group’s approach to managing liquidity risk is to ensure it will always have sufficient liquidity to meet its obligations when they fall due
under both normal and stress conditions.
When managing capital risk, the Manager's objective is to ensure the Group continues as a going concern as well as to maintain optimal
returns to shareholders and benefits for other creditors.
The Group meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets, dividend
policy, and issuance of new shares. This includes restricting debt to 30% of total assets and debt will generally be sought on interest-only
repayment terms, subject to maintaining the 30% debt limit. The Group will also seek debt with mortgage security over the rural land
acquired to secure the borrowings.
22
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
25Reconciliation of profit after income tax to net cash flows from operating activities
2022 2021
$'000 $'000
Profit and total comprehensive income for the period
39,68015,115
Add/(less) non-cash items:
Change in fair value of derivatives(1,913)121
Change in fair value of investment property(35,342)(16,525)
Performance fee payable in shares4,1151,625
Interest income accrual(1,061)(45)
Deferred tax(567)(522)
Lease incentives - rent free period(1,283)(468)
Directors fees paid in shares-75
Marketing costs paid in shares-125
Interest expense accrual530-
Lease fee amortisation46-
Movements in working capital items:
(Increase) in other current assets(698)(612)
Decrease / (increase) in income tax receivable13(23)
Increase in trade and other payables70308
Increase in income in advance579-
Net cash generated by / (used in) operating activities4,169(826)
26Contingent liabilities and contingent assets
27Capital commitments
28Subsequent events
Subsequent to balance date, the directors have approved an ordinary dividend of 1.6 cents per share to be paid on 9 September 2022.
The Group has no capital commitments as at 30 June 2022 (2021: nil).
There are no contingent liabilities or assets as at 30 June 2022 (2021: nil).
23
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of New Zealand Rural Land Company Limited
Our opinion
In our opinion, the accompanying consolidated financial statements of New Zealand Rural Land
Company Limited (the Company), including its subsidiary (the Group), present fairly, in all material
respects, the financial position of the Group as at 30 June 2022, its financial performance and its cash
flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
●the consolidated statement of financial position as at 30 June 2022;
●the consolidated statement of comprehensive income for the year then ended;
●the consolidated statement of changes in equity for the year then ended;
●the consolidated statement of cash flows for the year then ended; and
●the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. This matter was addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on this matter.
PwC
Description of the key audit matter How our audit addressed the key audit matter
Valuation of investment property
As disclosed in note 5, the portfolio of
investment properties comprising rural land
in the Canterbury, Southland and Otago
regions was valued at $264.9 million as at
30 June 2022.
The valuation of investment properties is
inherently subjective. A small difference in
any one of the key market inputs, when
aggregated, could result in a material
misstatement of the valuation of investment
properties.
The valuations were carried out by an
independent registered valuer selected by
the Group. The valuer performed their work
in accordance with the International
Valuation Standards and the Australia and
New Zealand Valuation and Property
Standards. The valuer used is a well-known
firm, with experience in the market in which
the Group operates.
In determining a property's valuation, the
valuer considers available market evidence,
including recent property sales, and
property specific information, such as
current tenancy agreements and rental
income earned by the asset.
They then apply assumptions in relation to
comparable sales data, land growth rates
and discount rates, based on available
market data and transactions to determine
the overall property valuation.
Due to the unique nature of each property,
the assumptions applied take into
consideration the qualities of the lessee,
individual property characteristics, as well
as the qualities of the property as a whole.
The valuation of investment properties is inherently
subjective given that there are alternative
assumptions and valuation methods that may result
in a range of values.
We obtained sufficient appropriate audit evidence to
demonstrate management’s assessment of the
suitability of the inclusion of the valuation in the
balance sheet and disclosures made in the financial
statements were appropriate.
In assessing the individual valuations, we performed
the procedures outlined below.
We held discussions with management and the
valuers to understand:
●movements in the Group’s investment property
portfolio
●changes in the conditions of properties within t
he
por
tfolio
●the impact of climate change and related risks
on
t
he portfolio
●the processes in place for the valuations.
On a sample basis, and in conjunction with our own
valuation experts, we performed the following
procedures:
●obtained an understanding of the key
assumptions to the valuation and assessed their
appropriateness
●agreed key inputs to the underlying sale a
nd
pur
chase agreements and lease agreements for
investment properties
●inspected the valuation models used by t
he
v
aluers and assessed them for reasonableness
●critiqued and independently assessed, based on
our experts' valuation knowledge, the work
performed, including the valuation approach,
assumptions and estimates made by the Group's
valuer.
We assessed the valuer's qualifications, expertise
and their objectivity and found no evidence to
suggest that their objectivity was compromised in the
performance of their valuation.
We found no evidence of bias in determining the
values.
25
26
Our audit approach
Overview
Overall group materiality: $926,000, which represents approximately
0.5% of net assets.
We chose net assets as the benchmark because, in our view, the
focus of the Group in its early stages is on net asset growth.
Following our assessment of the risk of material misstatement, a full
scope audit was performed over the consolidated Group balances.
As reported above, we have one key audit matter, being:
●Valuation of investment property
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report (but does not include the consolidated financial statements
and our auditor's report thereon). The annual report 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 and will not express any form of audit opinion or assurance conclusion thereon.
PwC
PwC
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 in the audit, or otherwise
appears to be materially misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated 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 ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.
For and on behalf of:
Chartered Accountants
25 August 2022
Auckland
27
---
1
NEW ZEALAND RURAL LAND COMPANY
www.nzrlc.co.nz
listed on:
FULL YEAR RESULTS PRESENTATION
YEAR ENDING 30 JUNE 22
Rural Land Co
New Zealand
The Rural Land Investors
26 August 2022
2
NEW ZEALAND RURAL LAND COMPANY
DISCLAIMER
The information and opinions in this presentation were prepared by New Zealand Rural Land Company
(NZL). NZL makes no representation or warranty as to the accuracy or completeness of the information in
this report. Opinions including estimates and projections in this report constitute the current judgment of NZL
as at the date of this report and are subject to change without notice. Such opinions are not guarantees or
predictions of future performance. This report is provided for information purposes only and does not constitute
investment advice. Neither NZL, nor any of its Board members, officers, employees, advisers (including New
Zealand Rural Land Management Limited) or any other representatives will be liable for any damage, loss or
cost incurred by any recipient of this report or other person in connection with this report.
All images are of rural property held within NZL’s portfolio.
New Zealand Rural Land Co owns and
leases some of the best farmland in
the world, offering an unparalleled
investment opportunity.
Rural Land Co
New Zealand
The Rural Land Investors
New Zealand Rural Land Company is a landlord to New Zealand’s highly advantaged agricultural sector.
We own rural land and lease it to high quality tenants.
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company - Today
4
NZL currently owns
hectares of rural land.
(28,963 acres)
11,710
Canterbury
6,333 ha owned
Otago
3,991 ha owned
Southland
1,386 ha owned
9.8 Years
Weighted Average Lease Term
7
High Quality Tenants
100
%
Occupancy Rate
INTRODUCTION
5
NEW ZEALAND RURAL LAND COMPANY
SECTION 1
FY22 RESULTS AND MARKET UPDATE
6
NEW ZEALAND RURAL LAND COMPANY
1.06
1.656
$1.00
$1.10
$1.20
$1.30
$1.40
$1.50
$1.60
$1.70
NZL Share Price as at 22 August 2022NAV/sh as at 30 June 2022
FY22: Substantial NAV Uplift Demonstrates Quality of Portfolio
3.61cps
**
FY22 Full Year Dividend
+18.6%
Net Asset Value per Share Growth
$289.0m
Total Assets
$39.7m
FY22 NPAT
NZL Share Price vs Audited NAV Per Share (NAV/sh)
NZL Share
Price Trading at
36.0% Discount
to Audited
NAV/sh
***
$1.656
Net Asset Value per Share
$4.3m
*
FY22 AFFO
1
FY22 RESULTS
* This is ahead of 22 February 2022 AFFO guidance of $4.2m for FY22
** This reflects the 16.3% increase in share count to 112,648,894 shares as at 30 June 2022. On an undiluted basis this is in line with our guidance (issued 2 June 2022) for a full year dividend of 4.20 cps.
***Based on a closing share price as at 22 August 2022 of $1.06
7
NEW ZEALAND RURAL LAND COMPANY
FY22: Highlights
Asset and Portfolio Growth
Total ReturnsFFO, AFFO & Dividends
NAV Growth
Funds From Operations (FFO) and Adjusted
Funds From Operations (AFFO) for the year
were $6.2m (5.52cps) and $4.3m (3.81cps)
respectively.
NZL will pay a final dividend of 1.60 cents per
share (cps). This brings the total dividends for
FY22 to 3.61 cps representing a 95% payout of
FY22 AFFO, consistent with policy.
NZL generates returns for shareholders through
a combination of dividends and asset value
growth.
In FY22, NZL’s NAV/sh increased by +18.6% from
$1.397 to $1.656. NZL also paid an inaugural
interim dividend of 2.01cps.
In FY21, NZL’s NAV/sh increased +11.7% from
$1.250 to $1.397.
NZL has total assets of $289.0m, composed
primarily of 11,710ha of premium rural land.
NZL made a further four acquisitions in FY22
totalling ~4,900ha of high quality rural land.
Independent valuations of NZL’s acquisitions
during FY22 show an increase in value of
+26.2% (+$23.5M) on purchase price.
NZL’s residual portfolio (FY21 acquisitions) saw a
further value increase of +10.3% (+$14.1M) on top
of the +10.8% (+$13.4M) value increase in FY21.
Audited NAV/sh is $1.656. This compares
to a Share Price of $1.06 (22 August 2022),
representing a 36.0% discount.
Substantial uplift to NAV demonstrating the quality of NZL’s portfolio.
1
FY22 RESULTS
8
NEW ZEALAND RURAL LAND COMPANY
FY22: Update on Market Conditions - Transactions
1
Source: REINZ
MARKET CONDITIONS
In FY22, sales of New Zealand rural land* totalled $4.9b. This was +17% higher than in FY21 ($4.2b), more than double the total
value of sales in FY20 ($2.3b). The average value of rural land sold in FY22 was higher than at any point in the last 25 years.
The market for rural land remains buoyant. According to Colliers:
“... the market’s momentum is being driven by the resilience of the New Zealand dairy industry during a global pandemic and a
strong farm gate milk price restoring confidence in those already invested and capturing the attention of new investors”.
An example of the market’s momentum is illustrated in two recent transactions:
• In July 2022, the sale of more than 1,200 hectares of high quality dairy land in South Canterbury for a reported value of
approximately $70m.
• In August 2022, the sale three Southland dairy farms totalling 1,200 hectares for $32.7m with a stated lease rate of 4.5%.
* All rural land excluding forestry and lifestyle blocks
9
NEW ZEALAND RURAL LAND COMPANY
-1.0
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
Inflation reached a 30-year high of +7.3% in June 2022.
New Zealand’s large trading banks believe inflation has peaked but expect levels to remain above 3% into 2024.
All NZL’s leases have three yearly CPI indexing and remove all operational exposure, providing a hedge against inflation.
From 1 July 2024, NZL will start to see the positive impact of rental growth with approximately 55% of the portfolio (by lease income)
due for review. CPI accumulated since the leases began (1 June 2021) totals +8.7% to 30 June 2022 and is forecast by the market
to be +14.2% for the three years to 30 June 2024.
+7.3%
30-Year High
Quarterly Change in CPI
Source: Stats New Zealand, www.stats.govt.nz/indicators/consumer-price-index-cpi
FY22: Update on Market Conditions - Inflation
1
MARKET CONDITIONS
10
NEW ZEALAND RURAL LAND COMPANY
SECTION 2
LATEST FINANCIALS & KEY METRICS
11
NEW ZEALAND RURAL LAND COMPANY
FY22: Profit & Loss Statement
$39.68m
FY22 NPAT
42.43cps
FY22 EPS
NZ$00030 June 202230 June 2021*Variance
Gross Rental Income
Rental Income8,215498+7,717
Net Rental Income8,215498+7,717
Less Overhead Costs
Directors Fees(217)(170)+47
Insurance(80)(31)+49
Marketing Expenses(1)(125)(124)
Management Fees(632)(99)+533
Professional and Consulting Fees(456)(200)+256
Performance Fee(4,115)(1,625)+2,490
Other Expenses(85)(68)+17
Total Overhead Costs(5,586)(2,318)+3,268
Profit / (Loss) Before Net Finance Income, Other
Income and Income Tax
2,629(1,820)+4,449
Finance Income3,550122+3,428
Finance Expense(2,408)(234)+2,174
Net Finance Income1,142(112)+1,254
Profit /(Loss) Before Other Income and Income Tax3,771(1,932)+5,703
Other Income
Change in Fair Value of Investment Property35,34216,525+18,817
Profit / (Loss) Before Tax39,11314,593+24,520
Income Tax Expense567522+45
Profit / (Loss) and Total Comprehensive Income for the
Period
39,68015,115+24,565
*Period was 292 days from 11 September 2020 to 30 June 2021 due to NZL listing on the NZX on 21 December 2021
2
FINANCIALS
12
NEW ZEALAND RURAL LAND COMPANY
FY22: Current Balance Sheet
NZ$00030 June 202230 June 2021Variance
Current Assets
Cash and Cash Equivalents1,00420,496(19,492)
Trade and Other Receivables1,411668+743
Current Tax Receivable1023(13)
Total Current Assets2,42521,187(19,341)
Non-Current Assets
Investment Property264,899137,678+127,221
Loan receivable18,5545,475+13,079
Deferred Tax Assets1,089522+567
Derivative Assets1,792-+1,792
Other Non-Current Assets25675+181
Total Non-Current Assets286,590143,750+142,840
Total Assets289,015164,937+124,078
Current Liabilities
Trade and Other Payables923308+615
Income in Advance579-+579
Other Current Liabilities150-+150
Total Current Liabilities1,652308+1,344
Non-Current Liabilities
Borrowings100,76854,254+46,514
Derivative Liabilities-121(121)
Total Non-Current Liabilities100,76854,375+46,393
Total Liabilities102,42054,683+47,737
Net Assets186,595110,254+76,341
Share Capital129,63293,514+36,118
Share Based Payment Reserve4,1151,625+2,490
Retained Earnings52,84815,115+37,733
Total Equity186,595110,254+76,341
2
FINANCIALS
13
NEW ZEALAND RURAL LAND COMPANY
FY22: Adjusted Funds From Operations (AFFO)
3.81cps
FY22 AFFO
5.52cps
FY22 FFO
95%
FY22 AFFO Payout Ratio
3.61cps
FY22 Total Dividend
*Period was 292 days from 11 September 2020 to 30 June 2021 as NZL listed on the NZX on 21 December 2021
NZ$00030 June 202230 June 2021*Variance
Net Profit After Tax39,68015,115+24,565
Adjusted for:
Unrealised Net Gain on Investment Properties(35,342)(16,525)(18,817)
Performance Fee Payable in Shares4,1151,625+2,490
Unrealised Net Gain on Derivatives(1,890)121(2,011)
Deferred Tax Expense / (Benefit)(567)(522)(45)
Amortisation of Rent Free Incentives176-+176
Amortisation of Lease Fee461+45
Funds from Operations (FFO)6,218(185)+6,403
FFO per Share5.52(0.23)+5.75
Dividend Payout Ratio to FFO65%--
Adjusted Funds from Operations
Incentives and Leasing Costs(1,608)(618)(990)
Future Maintenance Capital Expenditure(319)-(319)
Adjusted Funds from Operations (AFFO)4,291(803)+5,094
AFFO per Share3.81(1.02)+4.83
Total Dividend3.61-+3.61
Cash Dividend Payout Ratio as a % of AFFO95%--
2
FINANCIALS
$1.250
$1.397
$1.656
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
$1.60
$1.80
IPO Price as at 21 Dec 202030-Jun-2130-Jun-22
Net Asset Value Per Share
14
NEW ZEALAND RURAL LAND COMPANY
FY22: Net Asset Value Per Share (NAV/sh) Performance
NZL Audited NAV Performance Since Listing
NZL’s audited NAV/sh increased +18.6% in FY22.
Since listing on the NZX, 21 December 2020, NZL’s audited NAV/sh has increased +15.1% (+$0.203) per annum on average*.
*This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 112,648,894 on issue as at 30 June 2022.
** CAGR - Compound Annual growth Rate
+11.7%
+18.6%
CAGR +15.1%
2
FINANCIALS
15
NEW ZEALAND RURAL LAND COMPANY
FY22: Debt Summary
2.8 Years
*
Weighted Average Term to Expiry
4.7%
*
Weighted Average Interest Cost
Key Metrics31 December 202130 June 2022
Debt Drawn ($m)88.5100.8
Debt to Total Assets38.5%35.2%
Interest Coverage Ratio3.5x3.4x
Weighted Average Term to Expiry (Years)2.82.8
Weighted Average Debt Cost2.9%4.7%
% of Debt Hedged27%40%*
Total Debt Facilities Available ($m)88.5105.0
NZL Debt Facility Expiry Profile as at 30 June 2022
* as at 22 August 2022
** Gearing is calculated as: finance debt / total tangible assets
35.2%
*
Gearing
**
44%
28%28%
0%
10%
20%
30%
40%
50%
Jun-22Jun-23Jun-24Jun-25Jun-26Jun-27Jun-28
Tranche ATranche BTranche C
2
FINANCIALS
Key Banking Partner
NZL has hedging arrangements in place for 40% of its total borrowings at an average all in cost of 4.50%. NZL’s remaining debt is borrowed on a
floating rate (BKBM plus bank margins) and the average all in cost of this debt as at 22 August 2022 was 4.69%.
16
NEW ZEALAND RURAL LAND COMPANY
SECTION 3
PORTFOLIO OVERVIEW & OPERATIONAL
UPDATE
17
NEW ZEALAND RURAL LAND COMPANY
Portfolio Overview
1
WALT is weighted by lease value.
2
One of our tenants leases farms in both Canterbury and North Otago.
RegionOtagoCanterburySouthlandTotal
Land Area (ha)
3,9916,3331,38611,710
Rural Asset Class
DairyDairyDairyDairy
WALT (years)
1
9.69.81 0.19.8
# Tenants
3317
2
Occupancy
100%100%100%100%
3
PORTFOLIO OVERVIEW
18
NEW ZEALAND RURAL LAND COMPANY
Tenant Concentration, Lease Profile & Lease Overview
Tenant Concentration as % of Lease Value
NZL expects tenant diversification to increase as it continues to grow its asset base.
NZL’s Weighted Average Lease Term (WALT) is currently 9.8 years*.
NZL’s leases all have three, six and nine year uncapped CPI increases with tenant rights of renewal in years 10 or 11.
All NZL’s properties are zero vacancy type assets with 100% current occupancy.
All leases are triple net leases, tenants are responsible for all repair and maintenance costs.
0.0
2.0
4.0
6.0
8.0
10.0
12.0
FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33
$m
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7
10%
31%
11%
4%
31%
9%
4%
Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7
Lease Expiry Profile by Value
* As at 22 August 2022
3
PORTFOLIO OVERVIEW
19
NEW ZEALAND RURAL LAND COMPANY
Operational Update
* Audited net asset value per share
Infrastructure Efficiency
Sustainability
NZL and its tenants share a vision of
sustainable practices. These include
practices that enhance the health and
wellbeing of the natural environment,
animals and communities connected to
the land.
NZL is prioritising working with tenants
who share these values.
Additionally, NZL and its tenants agree
to binding sustainability pledges in every
lease. NZL and its Tenants are currently
implementing processes to measure
these.
NZL is concluding investigations of
projects to improve the efficiency of water
and nutrient use on NZL properties.
Benefits of improved efficiency are
anticipated to be: wetland rejuvenation;
more controlled and targeted application
of irrigation water leading to a reduction in
leaching; and water quality improvement.
Biodiversity & Carbon
NZL has undertaken studies and analysis
to better understand carbon sequestration
opportunities on marginal/non-productive
land and areas suitable for increasing
biodiversity.
Such initiatives if progressed would
contribute to climate change mitigation,
balance sheet/cash generation and
biodiversity improvement.
3
OPERATIONAL UPDATE
20
NEW ZEALAND RURAL LAND COMPANY
SECTION 4
NZL OUTLOOK
21
NEW ZEALAND RURAL LAND COMPANY
Outlook: Forecasts, Hedging and CPI Accumulation
NZL’s leases incorporate regular, uncapped, CPI reviews. Accordingly, high inflation yields higher than anticipated rental growth.
Furthermore, NZL is insulated from inflation-impacted (and all other operational) on-farm costs by owning only the land.
NZL currently forecasts FY23 AFFO of between $4.9m and $5.4M.
NZL has hedging arrangements in place for 40% of its total borrowings at an average all in cost of 4.50%. NZL’s remaining debt is
borrowed on a floating rate (BKBM plus bank margins) and the average all in cost of debt as at 22 August 2022 is 4.69%.
From 1 July 2024, NZL will start to see the positive impact of rental growth with approximately 55% of the portfolio (by lease income)
due for review. These reviews are CPI-indexed. CPI accumulated since the leases began (1 June 2021) totals +8.7% to 30 June 2022
and is forecast by the market to be +14.2% for the three years to 30 June 2024.
4
OUTLOOK
22
NEW ZEALAND RURAL LAND COMPANY
Sector:Description:Timeframe:
NZ’s environment suits dairy farming and has a lower cost of production,
in an environment of growing demand.
Existing
ownership
Eggs are highly nutritious and relatively low cost food which New
Zealand has a competitive advantage in producing, due to its suitability
for free range and local production of feed, both of which have lower
carbon footprints than more intensive operations.
Near-term
horizon
NZ’s environment provides for a wide variety of forestry and tree based
carbon sequestration due to its natural advantages in soil, climate and
rainfall.
Near-term
horizon
A growing demand supported by supportive government policies and
decreasing costs of renewable energy construction provides attractive
alternative land use.
Near-term
horizon
New Zealand’s maritime climate, fertile soils and elongated geography
allow for regional wine variations including Pinot Noir and Sauvignon
Blanc. We believe forecast macro trends will provide for more favourable
future acquisition pricing in the sector.
Medium-term
horizon
New Zealand’s climate and soil allows for the production of a range of
high quality produce with Kiwifruit the largest crop. NZL considers that
the sector is largely fully priced but continues to monitor opportunities
as they arise.
Medium-term
horizon
Outlook: Creating a Diversified Rural Land Portfolio Over Time
Portfolio Construction:
NZL’s initial focus has been on
acquiring New Zealand dairy
properties.
Intention is to expand focus
to other New Zealand primary
sectors, particularly as investment
opportunities arise in horticulture,
viticulture and forestry as well as
sheep and beef.
Subsector focus as at June 2022
is as follows:
Target Rural Land Asset Classes:
GREENENERGY
D
AIRY
POUL
TRY
VITICUL
TURE
HORTICUL
TURE
FORESTRY
KEY
CURRENTLY
MOST
DESIRABLE
CURRENTLY
LEAST
DESIRABLE
As NZL grows it will continue to diversify
its portfolio and tenants while delivering
attractive risk-adjusted returns.
4
NZL OUTLOOK
23
NEW ZEALAND RURAL LAND COMPANY
QUESTIONS
24
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 1
HISTORICAL RETURNS & GLOBAL PEERS
(
COMPARABLE COMPANIES
)
25
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Offers the Continued Prospect of
Attractive Long Term Land Value Growth
1
APPENDIX
0
500
1000
1500
2000
2500
3000
3500
4000
4500
5000
Mar-96
Jan-97
Nov-97
Sep-98
Jul-99
May-00
Mar-01
Jan-02
Nov-02
Sep-03
Jul-04
May-05
Mar-06
Jan-07
Nov-07
Sep-08
Jul-09
May-10
Mar-11
Jan-12
Nov-12
Sep-13
Jul-14
May-15
Mar-16
Jan-17
Nov-17
Sep-18
Jul-19
May-20
Mar-21
Farm Price Index
Long-Term New Zealand Farm Price Returns - LAND ONLY
CAGR: +6.6% p.a.
Since 1996 the value of rural land in New Zealand has grown considerably, with REINZ’s Rural Land Price Index increasing at a
CAGR of +6.6% per annum.
NZL believes New Zealand’s land value will only increase over the long term in a more carbon-focused world particularly with
regard to agricultural exports in which New Zealand is well positioned.
Source: REINZ Farm Price Index
-
5,000
10,000
15,000
20,000
25,000
19961996199719981999200020012002200320042005200620072007200820092010201120122013201420152016201720182018201920202021
-
10,000
20,000
30,000
40,000
50,000
60,000
19961996199719981999200020012002200320042005200620072007200820092010201120122013201420152016201720182018201920202021
-
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
19961996199719981999200020012002200320042005200620072007200820092010201120122013201420152016201720182018201920202021
Source: REINZ
New Zealand Rural Land Subsector Return History
26
Horticulture Land
NEW ZEALAND RURAL LAND COMPANY
-
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
19961996199719981999200020012002200320042005200620072007200820092010201120122013201420152016201720182018201920202021
Livestock Land
Forestry Land
Arable Land
CAGR: +7.2%CAGR: +6.0%
CAGR: +8.3%CAGR: +6.4%
1
APPENDIX
Global Peer Metrics vs. NZL
27
Rural Land Co
New Zealand
The Rural Land Investors
Ownership ModelNet Asset ValueNAV per ShareShare PricePremium/
(Discount) to NAV
Owns land only$186.60m$1.65$1.06(36.0)%
Owns land and
operations
$949.89m$2.49$2.90+16.9%
Owns land only$851.50m$24.67$38.29+55.2%
Owns land and has
exposure to operating
risks via crop sale
income
$903.80m$16.64$23.4+40.6%
NEW ZEALAND RURAL LAND COMPANY
1
APPENDIX
Note: As at 22 August 2022. All figures in NZD
Global Peer Metrics vs NZL
28
Market Capitalisation
Gearing*
Dividend Yield
Net Asset Value
-
500
1,000
1,500
2,000
2,500
Feb-14Feb-15Feb-16Feb-17Feb-18Feb-19Feb-20Feb-21Feb-22
GladstoneRFFFarmland PartnersNZL
0%
2%
4%
6%
8%
10%
12%
Feb-14Feb-15Feb-16Feb-17Feb-18Feb-19Feb-20Feb-21Feb-22
GladstoneRFFFarmland PartnersNZL
NEW ZEALAND RURAL LAND COMPANY
35.7%
51.5%
33.7%
32.6%
0%
10%
20%
30%
40%
50%
60%
NZLGladstoneFarmland PartnersRural Funds
1
APPENDIX
*Total assets divided by total debt
NZ$m
-
100
200
300
400
500
600
700
800
900
1,000
Feb-14Feb-15Feb-16Feb-17Feb-18Feb-19Feb-20Feb-21Feb-22
GladstoneRFFNZL
NZ$m
29
NEW ZEALAND RURAL LAND COMPANY
Rural Funds Group - ASX Listed
Rural Funds Group (RFF.ASX) is a real estate investment trust which owns a diversified portfolio of high
quality Australian agricultural assets that are leased predominantly to corporate agricultural operators.
Revenues are primarily derived from long-term leases across five sectors: almonds, cattle, vineyards, cropping and macadamias.
RFF has a number of similarities to NZL including:
• Externally managed by Rural Funds Management (RFM);
• triple net leases; and
• WALT of more than 9 years.
RFF participates in the development of orchards and in doing so assumes development risk. In contrast NZL does not participate in any development projects
and actively avoids exposure to key risks including on farm, commodity price and environmental risk.
The charts below depict RFF’s market capitalisation, dividend yield and price to NAV premium/discount:
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
60%
Price to NAV Premium/Discount12 Month Moving Average
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
Dividend Yield12 Month Moving Average
MARKET CAPITALISATION (AUD$ mln)DIVIDEND YIELD (%)PRICE TO NAV PREMIUM/DISCOUNT (%)
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
AUD$ mln
Market Capitalisation
• RFF’s current market capitalisation is AUD$999.8m (NZD$1,110.9).
• From mid 2016 RFF’s dividend yield has largely remained between 4% and 6% with its current yield being 4.2%.
• RFF traded at a discount to NAV from February 2014 until October 2016 and has traded at a premium to NAV since.
• The sharp decrease in share price observed in June/July 2019 was the result of an American short seller publishing a report bringing into question the
Company’s financial performance. These claims were subsquently proved false and RFF was awarded compensation.
1
APPENDIX
30
NEW ZEALAND RURAL LAND COMPANY
Gladstone Land Corporation - Nasdaq Listed
Gladstone Land (LAND.NASDAQ). Gladstone owns farmland in Arizona, California, Colorado, Delaware, Florida, Georgia, Maryland, Michigan, Nebraska, New
Jersey, North Carolina, Oregon, South Carolina, Texas and Washington. As of 10 May 2022, the Company’s portfolio had a total fair value of approximately
USD$1.5 billion.
• The Company owns 164 farms covering approximately 113,000 total acres (45,730 hectares);
• Gladstone acquires farmland that it rents to corporate and independent farmers on a triple-net lease basis;
• Gladstone’s occupancy rate is 100.0%, with the Company’s farms being leased to 86 different, unrelated third-party tenants growing over 60 different types
of crops; and
• the weighted-average remaining lease term (excluding tenant renewal options) across Gladstone’s agricultural real estate holdings is 6.5 years.
The charts below depict Gladstone’s market capitalisation, dividend yield and price to NAV premium/discount:
MARKET CAPITALISATION (USD$ mln)DIVIDEND YIELD (%)PRICE TO NAV PREMIUM/DISCOUNT (%)
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
Dividend Yield12 Month Moving Average
-100.0%
-50.0%
0.0%
50.0%
100.0%
150.0%
200.0%
Price to NAV Premium/Discount12 Month Moving Average
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
USD$ mln
Market Capitalisation
• Gladstone’s current market capitalisation is USD$822.9m (NZD$1,306.2).
• From mid 2016 Gladstone’s dividend yield remained between 3.5% and 5% with the yield falling as the Company’s share price increased rapidly from early
2021.
• Gladstone traded at a discount to NAV from December 2014 until April 2019 and has traded at a premium to NAV since.
1
APPENDIX
31
NEW ZEALAND RURAL LAND COMPANY
Farmland Partners - NYSE Listed
Farmland Partners Inc. (FPI.NYSE) is a publicly traded real estate investment trust (REIT) that manages and seeks to
acquire both high-quality farmland and land with excellent agricultural development potential located throughout North America.
• The Company’s primary goal is to align with top-quality operators in various parts of the United States in an effort to build a diverse portfolio of agricultural
assets across the spectrum of crops. This diversification, combined with stable rental income generation and potential value appreciation, provides an
attractive risk-adjusted return over time;
• Farmland Partners owns approximately 160,000 acres (~64,750 ha) in 17 states. This land is currently being farmed by over 100 tenants who grow 26 major
commercial crops;
• the Company has a gross real estate book value of ~USD$1.1b;
• approximately 70% of Farmland’s portfolio is used to grow primary crops like corn, soybeans, rice, wheat and cotton. The remaining 30% is used to produce
specialty crops including nuts, citrus, berries and vegetables; and
• Farmland Partners also operates a loan programme for farmers, enabling them to finance acquisitions, working capital, operations, and other farming and
agriculture related activities.
The charts below depict Farmland’s market capitalisation, dividend yield and price to NAV premium/discount:
MARKET CAPITALISATION (USD$ mln)DIVIDEND YIELD (%)PRICE TO NAV PREMIUM/DISCOUNT (%)
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
Apr-14Nov-14Jun-15Jan-16Aug-16Mar-17Oct-17May-18Dec-18Jul-19Feb-20Sep-20Apr-21Nov-21Jun-22
Dividend Yield12 Month Dividend Moving Average
Data Not Available
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
Apr-14Nov-14Jun-15Jan-16Aug-16Mar-17Oct-17May-18Dec-18Jul-19Feb-20Sep-20Apr-21Nov-21Jun-22
USD$ mln
Market Capitalisation
• Farmland’s current market capitalisation is USD$785.3m (NZD$1,246.5).
• From July 2018 Famland’s dividend yield remained largely between 3.0% and 4.0% with the yield falling as the Company’s share price increased rapidly in
late 2020.
• Data on NAV per share is not readily available for Farmland Partners.
1
APPENDIX
32
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 2
NZL ADVANTAGES
33
NEW ZEALAND RURAL LAND COMPANY
SUSTAINABILITY
NZL Advantages
RISK MANAGEMENT
SECTORAL
RETURNS
NEW ZEALAND RURAL LAND COMPANY
STRUCTURAL
2
APPENDIX
34
NEW ZEALAND RURAL LAND COMPANY
The global population is expected to reach 9.7 billion by 2050. A growing global population and surging demand for food
alongside declining available productive land provide a strong long-term global tailwind for productive land ownership.
Productive rural land is scarce/finite, decreasing in availability, critical, possesses inelastic demand and has a low sensitivity to
economic swings with the asset life being infinite.
New Zealand is extremely well placed to capitalise on the global scarcity of high quality land.
Sectoral Advantages
Arable Land Per Person (ha)
Source: Food and Agriculture Organisation of the United Nations (FAOSTAT)
-
0.08
0.16
0.24
0.32
0.40
0.48
Arable Land per person (ha)
2
APPENDIX
35
NEW ZEALAND RURAL LAND COMPANY
Sustainability Advantages
Soil in New Zealand is predominantly fertile volcanic loams – ideal for productive farming. This, coupled with New Zealand’s
temperate climate, consistent rainfall, adequate sunshine and abililty to grow grass and other crops year round make it a highly
advantaged producer of primary products.
New Zealand’s pasture based farming system allow for easy transition of rural land to a range of alternative uses should
conditions dictate (e.g. dairy to sheep and beef rearing).
40-50% lower cost of milk production than EU & US
New Zealand’s low input pasture based farming methods enable meat and dairy products to be produced at significantly lower
cost than the EU or US.
New Zealand dairy has the world’s lowest carbon emissions per kg of milk.
The production of sheep/lamb meat in New Zealand generates carbon emissions ~63% lower than the global average. While beef
production emits 77% less carbon.
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
New Zealand’s Emissions Advantage
Source: Ag Research
1: International Food and Agribusiness Management Review
2
APPENDIX
36
NEW ZEALAND RURAL LAND COMPANY
Sustainability Advantages
High Quality Tenants - All NZL’s leases incorporate a requirement that tenants reserve a large buffer of equity relative to annual
lease costs to ensure that leases are paid even in adverse operating conditions.
NZL only selects tenants with a track record of environmentally sustainable performance.
Joint sustainability pledges are written into NZL’s binding leases. These reinforce the shared vision between NZL and its tenants
of what sustainability looks like and the commitment to proactively manage, mitigate and minimise greenhouse gas emissions,
nutrient leaching and other potentially environmentally harmful practices, while ensuring the welfare and wellbeing of the people,
communities and animals connected to the land.
NZL’s directors and management have a track record of establishing and implementing sustainability initiatives across a number
of New Zealand businesses.
2
APPENDIX
37
NEW ZEALAND RURAL LAND COMPANY
Structural Advantages
NZL’s
STRUCTURAL
ADVANTAGE
ACCESS
TO
TRANSACTIONS
ACCESS
TO
CAPITAL
DOMESTIC
BUYER
DUE DILIGENCE
AND LEASE
STRUCTURE/S
ACCESS TO
QUALITY
TENANT
PARTNERSHIPS
ACCESS TO
TRANSACTIONS
• First mover
• Profile
• Volume
• Network
• Reputation
• Listed Company
ACCESS TO TENANTS
• Reputation and appeal
• Tenant DD process -
thorough and proprietary
• Knowledgeable of who the
best potential tenants are
• Network
ACCESS TO CAPITAL
• NZX listed
• Relationship with Rabobank
(and other rural lenders)
DOMESTICALLY
DOMICILED
• Speed and certainty for
vendors
• Ease of completion (no
OIO)
• Social license to purchase
farmland
DUE DILIGENCE AND LEASE
STRUCTURE
• Due diligence processes
• Leases (Proprietary and Comprehensive)
• Risk vs. return analysis
• Highly repeatable process
2
APPENDIX
38
NEW ZEALAND RURAL LAND COMPANY
Risk Management Advantages
By only owning the land NZL has no direct exposure to the operational risks of farming:
No direct
on-farm risks
(via either sharemilker or
operational partner)
No direct
exposure
to volatile
commodity prices
Limited exposure
to environmental
risks
No exposure to
animal health
risks
No direct
exposure
to farmer
co-ops
Listing provides
greater liquidity
than syndicates
or direct
investments
Uncorrelated with
traditional assets
Easy and low cost
alternative use
Rural land assets
have much less
depreciating
improvements
Low
obsolescence risk
Food production
is an essential
service
Tenants with high
credit quality
and a history
of operational
excellence
By only owning rural land NZL has a number of advantages over traditional REITs:
2
APPENDIX
39
NEW ZEALAND RURAL LAND COMPANY
0
500
1000
1500
2000
2500
3000
3500
4000
4500
5000
Mar-96
Jan-97
Nov-97
Sep-98
Jul-99
May-00
Mar-01
Jan-02
Nov-02
Sep-03
Jul-04
May-05
Mar-06
Jan-07
Nov-07
Sep-08
Jul-09
May-10
Mar-11
Jan-12
Nov-12
Sep-13
Jul-14
May-15
Mar-16
Jan-17
Nov-17
Sep-18
Jul-19
May-20
Mar-21
Farm Price Index
$1.250
$1.397
$1.656
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
$1.60
$1.80
IPO Price as at 21 Dec 202030-Jun-2130-Jun-22
Net Asset Value Per Share
Return Advantage
Long Term New Zealand Farm Price Returns - Land Only
CAGR +6.6% p.a.
Land is low risk, generates consistent returns (non-cyclical) and NZL has a demonstrated history of providing above market
returns.
For the last 26 years the value of rural land in New Zealand has grown consistently, with REINZ’s Rural Land Price Index
increasing at a CAGR of +6.6% per annum, this is before operating or lease income, currently NZL is receiving >5% cash leases on
capital deployed for low risk assets, these are all subject to uncapped inflation adjusted leases and triple net leases; meaning the
responsibility for maintenance rests with the tenants.
Source: REINZ Farm Price Index
2
APPENDIX
NZL Returns Since IPO
+11.7%
+18.6%
CAGR +15.1% p.a.
40
NEW ZEALAND RURAL LAND COMPANY
11.5%
16.7%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
REIN Z Da iry Fa rm Index G rowth
(Period ending 3 0 June 2 0 2 2 )
N ZL Property Asset G rowth
(Period ending 3 0 June 2 0 2 2 )
Return Advantage
NZL is establishing a demonstrable track record of delivering above market returns.
NZL’s property assets increased in value by +16.7% to 30 June 2022 this was +5.2% higher than the +11.5% increase in the REINZ
Dairy Farm Index over the same period.
NZL’s property assets increased in value by +10.8% in the period from 21 December 2020 to 30 June 2021 +8.7% more than the
+2.1% market growth measured by the REINZ Dairy Farm Index*.
NZL Portfolio Performance vs. Market 2022
*for the year ended 30 June 2021
+8.7%
Source: REINZ Dairy Farm Price Index
Note: property assets exclude those properties under put/call arrangements
+5.2%
NZL Portfolio Performance vs. Market 2021
2
APPENDIX
2.1%
10.8%
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
REIN Z Da iry Fa rm Index G rowth
(Period ending 3 0 June 2 0 2 1 )
N ZL Property Asset G rowth
(Period ending 3 0 June 2 0 2 1 )
41
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 3
COMPANY STRUCTURE & OWNERSHIP
42
NEW ZEALAND RURAL LAND COMPANY
NZL Company Structure & Board as at 30 June 2022
Listed
ROB
CAMPBELL
Independent
Chair
SARAH
KENNEDY
Independent
Director
CHRISTOPHER
SWASBROOK
Non-Independent
Director
TIA
GREENAWAY
Independent
Director
Chair – WEL Group Limited
Chair - Tourism Holdings
Chancellor - AUT
Chair - Heath NZ
Director - Comvita NZ
CEO - Calocurb Limited
CEO - Designer Textiles International*
Vice President International Farming - Fonterra*
CEO & Director - Vitaco Health Limited*
CEO - Healtheries of New Zealand Ltd*
Ngāti Tūwharetoa and Waikato-Tainui
Leads the Rautaki Māori team for He Pou a
Rangi - Climate Change Commission
Various roles on Iwi and Ahu Whenua Trusts
and Committees
Bachelor of Music
Masters in Professional Accounting
Chartered Accountants ANZ
* Denotes previously held role
Managing Director – Elevation Capital
Management
Board Member – Financial Markets
Authority
Director – NZX listed Allied Farmers,
Bethunes Investment Limited, Ruapehu
Alpine Lifts Limited and Swimtastic Limited
Partner - Goldman Sachs JBWere Pty*
Co-Head of Institutional Equities at
Goldman Sachs JBWere*
Accountant
Auditor
Registry
NEW ZEALAND
RURAL LAND
MANAGEMENT
Rural Land Co
New Zealand
The Rural Land Investors
3
APPENDIX
43
NEW ZEALAND RURAL LAND COMPANY
NZL Key People as at 30 June 2022
ROB CAMPBELL
Independent Chair
Chair – EPA NZ
Chancellor - AUT
Chair - Health NZ
Chair - Ara Ake
CHRISTOPHER SWASBROOK
Non-Independent Director
Managing Director – Elevation Capital Management
Limited
Board Member – Financial Markets Authority
Director – Allied Farmers, Bethunes Investment Limited,
Ruapehu Alpine Lifts Limited and Swimtastic Limited
Previously a Partner of Goldman Sachs JBWere Pty
Limited & Co-Head of Institutional Equities at Goldman
Sachs JBWere (NZ) Limited
SARAH KENNEDY
Independent Director
Director - Comvita NZ
CEO - Calocurb Limited
Previously CEO - Designer Textiles
International
Previously Vice President International
Farming - Fonterra
Previously CEO / Member of the Board
of Directors - Vitaco Health Limited
Previously CEO - Healtheries of New
Zealand Ltd
TIA GREENAWAY
Independent Director
Hailing from Ngāti Tūwharetoa and
Waikato-Tainui
Leads the Rautaki Māori team for He Pou
a Rangi - Climate Change Commission
Various roles on Iwi and Ahu Whenua
Trusts and Committees
Bachelor of Music
Masters in Professional Accounting
Chartered Accountants ANZ
SHELLEY RUHA
Independent Chair
Director - Heartland Bank
Director - Icehouse
Director - 9 Spokes
Previously - BNZ Senior Management Team and leader of BNZ
Partners
RICHARD MILSOM
Executive Director & Founder
Consultant - Elevation Capital Management Limited
CEO – Bellevue Enterprises Limited – Bovine & Porcine Genetic
Improvement & Sustainable Pork Production Company
Director - W2 Dairies
INFINZ Emerging Leader 2017
MARK FRANKLIN
Director
Chair - Auckland Unlimited
Deputy Chair - Industry Leaders Infrastructure Council
Advisory Board Char - Utilligent Global and PT Blink
Director - Auckland Chamber of Commerce
Independent Director - Stevenson Group
Independent Director - SwimTastic Limited
Previously Managing Director - Stevenson Group
Previously CEO - TZ1, and Vector
HAYDEN DILLON
Founder & Consultant
Managing Partner Findex (Waikato) & Head of Agribusiness New
Zealand for Findex.
Independent Director - Williams Holdings Limited
Independent Director - Aquila Sustainable Farms Limited and
associated Limited Partner Farms.
Independent Director Rowing New Zealand.
Trustee - South Waikato Investment Fund
Chairman - Bioceta Limited
Previously - Senior Partner Bank Of New Zealand – Waikato
Previously - Corporate Relationship Manager Food Fibre &
Beverage National Australia Bank - Melbourne
Fellow FINSIA
RURAL PROPERTY MANAGER
Rural Property Manager
RURAL VALUER
Independent Consultant
XAVIER LYNCH
Corporate Development Manager
Executive, Corporate Finance - Bancorp Merchant Bankers
Senior Analyst, Corporate Finance - Deloitte New Zealand
Analyst - Todd Property Group
Investment Analyst - Crown Irrigation Investments Limited
CHRISTOPHER SWASBROOK
Founder & Consultant
See above.
AGRICULTURAL ENVIRONMENTAL SPECIALIST
Independent Consultant
FARM CONSULTANT
Independent Consultant
New Zealand Rural Land Co
The Rural Land Investors
New Zealand Rural Land Management
3
APPENDIX
44
NEW ZEALAND RURAL LAND COMPANY
NZL Director & Manager Ownership Interests as at 30 June 2022
# Shares
Clyde & Rena Holland9,589,329
Elevation Capital Management Limited7,275,998*7,275,998*
Allied Farmers**2,900,0002,900,000
Christopher Swasbrook2,441,500***2,441,500***
Rob Campbell398,320
Richard Milsom 161,090
Hayden Dillon 122,038
Shelley Ruha80,000
Sarah Kennedy40,678
Tia Greenaway6,102
Total23,015,055
% of Total Shares on Issue ****20.4%
All Directors & Shareholders of the Manager are investors in NZL (including Independent Chair of the Manager - Shelley Ruha). As
at 30 June 2022 these holdings total:
* Elevation Capital Management Limited has clients that hold 7,275,998 shares. Elevation Capital Management Limited does not have discretion on these holdings.
** Mark Franklin (NZRLM Director) represents Allied Farmers on the NZRLM Board.
*** Elevation Capital Management Limited (Christopher Swasbrook) holds 340,000 NZL shares directly and has discretion (but a non-beneficial interest) for 2,101,500 shares.
**** Total number of shares on issue is 112,648,894 as at 30 June 2022.
3
APPENDIX
45
NEW ZEALAND RURAL LAND COMPANY
NZL Foreign Ownership Rules & Levels as at 30 June 2022
New Zealand buyer
NZL is highly advantaged
because it is a
New Zealand buyer of
rural land
Current Listed
Company foreign
ownership rules
Under the Overseas
Investment Amendment Act
2021, NZL can have foreign
domiciled shareholders of up
to 49.9% of its share register
(subject to certain share
parcel restrictions). Private
companies in NZ are limited
to less than 25%.
Current NZL Foreign
ownership
As at 30 June 2022, NZL
had foreign domiciled
shareholders amounting to
~23.71% of its share register.
3
APPENDIX
46
NEW ZEALAND RURAL LAND COMPANY
APPENDIX 4
INDEX INCLUSIONS, BROKER RESEARCH
COVERAGE & INVESTORS CONTACTS
47
NEW ZEALAND RURAL LAND COMPANY
Index Inclusions and Broker Research Coverage
FTSE Global Micro Cap Index
S&P / NZX All Real Estate Index
47
Broker Research Coverage
Kieran Carling
kieran.carling@craigsip.com
Nicholas Hill
nicholas.hill@craigsip.com
Arie Dekker
arie.dekker@jarden.co.nz
Index Inclusions
NEW ZEALAND RURAL LAND COMPANY
4
APPENDIX
Investor Relations Contacts
Christopher Swasbrook
chris@nzrlc.co.nz
+64 21 928 262
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
Richard Milsom
richard@nzrlm.co.nz
+64 21 274 2476
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
NZL Investor Relations Contacts
4
APPENDIX
48
NEW ZEALAND RURAL LAND COMPANY
New Zealand Rural Land Company
Level 4, 12 St Marks Road
Remuera
Auckland 1050
New Zealand
+64 9 379 6493
info@nzrlc.co.nz
www.nzrlc.co.nz
nzrlc
nzrlc
listed on:
Rural Land Co
New Zealand
The Rural Land Investors
---
Results announcement
(for Equity Security issuer/Equity and Debt Security
issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer New Zealand Rural Land Company
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 292 day period to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$11,765 1,798%
Total Revenue $11,765 1,798%
Net profit/(loss) from
continuing operations
$39,680 163%
Total net profit/(loss) $39,680 163%
Interim/Final Dividend
Amount per Quoted Equity
Security
$ 0.0160
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date 02/09/2022
Dividend Payment Date 09/09/2022
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.6309 $1.3918
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
See attached Audited Financial Statements for the year ended
30 June 2022
NZL was incorporated on 11 September 2020. Accordingly,
the previous reporting period results are in respect of the 292
day period from incorporation of NZL to 30
June 2021.
Authority for this announcement
Name of person
authorised
to make this announcement
Christopher Swasbrook
Contact person for this
announcement
Christopher Swasbrook
Contact phone number 021 928 262
Contact email address chris@nzrlc.co.nz
Date of release through MAP
26/08/2022
Audited financial statements accompany this announcement.
---
Distribution Notice
Updated as at 18 December 2019
14391576_1
Please note: all cash amounts in this form should be provided to 8 decimal places
Section 1: Issuer information
Name of issuer New Zealand Rural Land Company Limited
Financial product name/description Ordinary Shares
NZX ticker code NZL
ISIN (If unknown, check on NZX
website)
NZNZLE0001S2
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 2 September 2022 (5pm)
Ex-Date (one business day before the
Record Date)
1 September 2022
Payment date 9 September 2022
Total monies associated with the
distribution
1
$1,809,629
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.01600000
Gross taxable amount
3
$0.00000000
Total cash distribution
4
$0.01600000
Excluded amount (applicable to listed
PIEs)
$0.01600000
Supplementary distribution amount $0.00000000
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please
state imputation rate as % applied
6
% N/A
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
DocuSign Envelope ID: 829B0239-EB27-49EC-A348-FE414DCCA504
Imputation tax credits per financial
product
$ N/A
Resident Withholding Tax per
financial product
$ N/A
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
N/A
Start date and end date for
determining market price for DRP
N/A N/A
Date strike price to be announced (if
not available at this time)
N/A
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
N/A
DRP strike price per financial product
N/A
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
N/A
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Christopher Swasbrook
Contact person for this
announcement
Christopher Swasbrook
Contact phone number 021 928 262
Contact email address chris@nzrlc.co.nz
Date of release through MAP
DocuSign Envelope ID: 829B0239-EB27-49EC-A348-FE414DCCA504
26/08/2022
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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