2022 Annual Report
1
NEW ZEALAND RURAL LAND COMPANY
1
www.nzrlc.co.nz
listed on:
2022 ANNUAL REPORT
FOR THE PERIOD ENDED 30 JUNE 2022
Rural Land Co
New Zealand
The Rural Land Investors
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NEW ZEALAND RURAL LAND COMPANY
CONTENTS
1
4
2
3
SECTION
SECTION
SECTION
SECTION
2022
Review
Statutory
Information
Financial
Statements
5 Statutory Information
15 Financial Statements41 Company Directory
3 2022 Review
Company
Directory
3
NEW ZEALAND RURAL LAND COMPANY
NZL reported a record net profit after tax of $39.7 million for the period ending 30 June 2022.
Net Asset Value per share increased by +18.6% to $1.656 per share.
NZL has paid a final net dividend of 1.60cps bringing the total net dividend to 3.61cps for the year ending 30 June 2022. The dividend
was paid on 9 September 2022 (record date 2 September 2022).
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.
These figures highlight the excellent job our Manager - New Zealand Rural Land Management - has done for NZL since our NZX listing
on 21 December 2020.
When we launched the IPO of NZL in Q4 2020 many investors approached said we could not do what we were proposing – purchase
quality rural land assets and tenant them at the yields indicated. Accepting skepticism is always part of any new venture I am pleased
to report to you that as at 30 June 2022 NZL has acquired $264.9 million of high quality rural land in New Zealand amounting to 11,710
hectares with seven tenants having achieved better than forecast yields and expected returns on capital deployed.
The outlook for NZL remains very positive for future earnings and value growth.
What I believe many investors are failing to appreciate with NZL, and this has been recognised globally, is that quality rural land is
an increasingly scarce and critical primary infrastructure asset which serves as one of the best inflationary hedges, with predictable
income under long-term leases.
Our results to date suggest to me that shareholders should be happy to back NZL to continue to grow its portfolio over time to become
a sizeable rural landowner and NZX listed company.
To facilitate NZL’s future growth the Board and Manager have agreed to the following:
1. Amend NZL’s capital management policy to include the ability to undertake placements as well as pro-rata offers. Currently,
our foreign ownership is atat ~23.71% ~23.71% (as (as at 30 June 2022) and the Board and Manager are looking to lift this foreign ownership
percentage in the year ahead. This may also include dual listing on another global stock exchange.
2. When NZL was listing, we sought to be very conservative and tabled a target gearing ratio of 30% - now that we have a sizeable
and geographically diversified asset base alongside further tenant diversification the Board has amended this target gearing ratio
to a maximum 40%. This is in line with Rabobank’s loan-to-value ratio (LVR) limit of 40% on our current lending facilities.
3. The Board of NZL has also resolved to change balance date to 31 December (from 30 June). This shifts our annual result reporting
to the end of February each year, well ahead of the season where pastoral farms traditionally trade (May/June) which will further
assist the Manager in its negotiations and acquisitions in the future.
These changes are a natural evolution for NZL at this juncture.
I would also like to extend a personal thank you to all our shareholders including the institutional investors that assisted in making NZL
a reality and the sizeable landowner it is today.
Chair Report
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SECTION
2022
Review
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NEW ZEALAND RURAL LAND COMPANY
I have read many times over the years complaints about the lack of listings in New Zealand and the lack of available exposure to the
New Zealand agricultural sector. NZL provides the purest exposure to New Zealand rural land, it is also a relatively new listing which
has proven its strategy via excellent execution by our Manager in a short period of time. In my mind, this ticks several boxes of what
investors seem to be requesting in a new listing – yet many investors still sit on their hands and continue to criticise the NZX.
In NZL, we have created a company in 18 months that provides a unique exposure to New Zealand’s largest and most important
industry with $289 million in assets and over $186 million in equity. I am extremely proud of the quality of execution since listing, and
I would encourage those investors looking to grow our capital markets to consider not watching from the sidelines and support the
future growth of NZL on its journey to becoming what we believe can be a sizeable NZX listed company.
Rob Campbell
Independent Chair
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NEW ZEALAND RURAL LAND COMPANY
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SECTION
STATUTORY
INFORMATION
DIRECTORS
NZL’s shareholders elect Directors to look after their interests. Directors are expected to:
• Ensure the strategic goals of NZL are clearly established and strategies are in place to achieve them;
• Approve and monitor NZL’s financial statements, corporate governance and other reporting, including reporting to
Shareholders and other stakeholders in accordance with its statutory functions;
• Establish procedures and systems to promote a culture and remuneration practice within NZL which facilitates the
recruitment, professional development and retention of staff;
• Ensure that NZL has appropriate risk management and regulatory compliance policies in place and monitor the integrity of
these policies;
• Familiarise itself with issues of concern to Shareholders and significant Stakeholders, including customers, staff, lessee’s
and the community; and
• Monitor the performance of NZL’s Manager.
Rob CampbellRob Campbell, ap, appopointed in September 2020, has more than 30 years’ experience in investment management and corporate
governance. He is the Chair of Environmental Protection Authority NZ, Te Whatu Ora - Health New Zealand, Ara Ake and
Chancellor of Auckland University of Technology. Rob trained as an economist and has worked in a variety of capital market
advisory and governance roles over a long period.
Sarah Kennedy, appointed in September 2020, is also currently an independent director of NZX-listed Comvita and the
Founder & CEO of Calocurb Limited, a direct to consumer company selling internationally. She is the former CEO of Lifestream
International, a New Zealand-owned company specialising in bioavailable, ethical, plant-based health foods. Sarah has also
been chief executive of Designer Textiles International. From 2011 to 2014, she held a number of senior roles with Fonterra, such
as vice president of international farming based in China, managing director of dairy nutrition, and managing director of RD1 —
Fonterra’s chain of rural retail stores. Before that, Sarah was managing director of Healtheries/Vitaco for a decade. Sarah is a
veterinarian by training.
Christopher Swasbrook, appointed in September 2020, is one of the founders of New Zealand Rural Land Management. He
is also the founder and managing director of Elevation Capital Management. He was previously a Partner of Goldman Sachs
JBWere Pty, co-head of institutional equities at Goldman Sachs JBWere (NZ) and a foundation broker of the NZX. He has been a
board member of the Financial Markets Authority since 2019 and a member of the NZX Listing Sub-Committee since 2008. He
is also a director of Allied Farmers Limited, Bethunes Investments Limited and SwimTastic Limited.
Tia Greenaway, appointed in September 2021, currently leads the Rautaki Māori team for He Pou a Rangi, Climate Change
Commission and is responsible for delivering the Iwi/Māori aspects of the Commission’s work programme. Tia has broad
experience in the Māori sector and holds various roles on Iwi and Ahu Whenua Trusts and Committees operating mainly in
farming and forestry. Tia is passionate about improving wellbeing outcomes for our taiao and our mokopuna and has been a
key contributor to the development of the wellbeing framework He Ara Waiora - A Pathway towards Wellbeing, a collaboration
between Māori thought-leaders and the Treasury. Tia is a member of Chartered Accountants Australia and New Zealand.
for the period ended 30 June 2022
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NEW ZEALAND RURAL LAND COMPANY
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
NZL and its tenants share a vision of sustainable practices. These include practices that enhance the health and wellbeing of the 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 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 leases. values. Additionally, NZL and its tenants agree to binding sustainability pledges in leases.
CORPORATE GOVERNANCE
The Board is committed to the highest standard of corporate governance as established by recognised best practice. The
Board is responsible for establishing and implementing NZL’s corporate governance frameworks. NZL’s corporate governance
practices have been prepared in accordance with the Financial Markets Authority’s Corporate Governance Handbook, the
requirements of the NZX Listing Rules and the recommendations in the NZX Corporate Governance Code (NZX Code).
The Board has implemented governance principles and processes to establish, shape and maintain appropriate governance
standards and behaviours throughout NZL that align with the NZX Code. The adoption of governance principles ensures that
the Board act in accordance with agreed standards of ethical and moral behaviour, including observing NZL’s Code of Ethics.
Copies of NZL’s key corporate governance documents, including NZL’s Board Charter and Code of Ethics, are available at NZL
Policy Documents & Constitution section of NZL’s website: https://nzrlc.co.nz/company-policy-documents.
Corporate Governance Structure
The Board are elected by Shareholders of NZL. The Board has overall responsibility for the governance of NZL, while the day-
to-day management of NZL has been delegated to the Manager. The respective roles of the Board and the Manager within this
corporate governance structure are summarised below.
Role of the Board
The primary role of the Board is to approve and monitor the strategic direction of NZL that is recommended by the Manager and
to add long-term value to NZL’s shares, whilst having appropriate regard to the interests of all material Stakeholders. Further
information on the Board’s role and responsibilities is set out in the Board Charter.
Board Committees
The Board may establish a committee to consider certain issues and functions in more detail. The Board retains ultimate
responsibility for the functions of its committees and determines their responsibilities. The Board has established two standing
committees, and other committees may be established on a case-by-case basis where the Board considers it appropriate to do
so.
Audit and Risk Committee
The Board has established an Audit and Risk Committee (Sarah Kennedy and Rob Campbell), with the role of overseeing
financial reporting, accounting policies, financial management, and internal control systems. The Audit and Risk Committee
responsibilities are outlined in the Audit and Risk Committee Charter available on NZL’s website.
Remuneration Committee
The Board has established a Remuneration Committee, with the role of recommending Director remuneration packages to
Shareholders. The Remuneration Committee responsibilities are outlined in the Remuneration Committee Charter available on
NZL’s website.
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
Board Membership
The Board shall comprise of at least three Directors, with at least two independent Directors, and an intention that one
Director is nominated and appointed as a representative of the Manager. The composition of the Board reflects the duties and
responsibilities it is required to perform in setting NZL’s strategy and ensuring it is implemented.
At the date of this Annual Report, the Board comprises four Directors (three independent Directors and one non-independent
Director).
Independence
The Board Charter of NZL sets out the standards for determining whether a Director is independent for the purposes of service
on the Board and committees. These standards reflect the requirements of the NZX Listing Rules. A Director is independent if the
Board affirmatively determines that the Director has satisfied these standards. As at 30 June 2022, the Board has determined
that:
• Sarah Kennedy, Tia GreenawayTia Greenaway and Rob Campbell are Independent Directors; and
• Christopher Swasbrook is a non-Independent Director because of his part ownership of, and executive management role
with, the Manager.
Tenure
Directors are not appointed for fixed terms. However, the Constitution and the NZX Listing Rules require all Directors to stand
for re-election at the third annual meeting after appointment or after three years (whichever is longer). A Director appointed by
the Board to fill a casual vacancy must also stand for election at the following annual meeting.
Board and Committee Meetings
The Board holds at least eight meetings per year, and additional Board meetings are held where necessary in order to prioritise
and respond to issues as they arise. The Board and committee meetings and attendance in Financial Year 2022 are set out
below:
AttendeeBoard MeetingsAudit and Risk CommitteeRemuneration Committee*
Rob Campbell10/1010/101/11/1-
Sarah Kennedy10/1010/101/11/1-
Christopher Swasbrook9/109/10--
Tia Greenaway9/109/10--
* No remuneration committee meetings were required during the year because there were no proposals to alter Driectors’ fee.
Independent Professional Advice
Directors are entitled to seek independent professional advice on any aspect of the Directors’ duties at NZL’s expense, with the
approval of the Chair.
During FY22 no instances have arisen whereby a Board committee or individual director has needed to seek independent legal
or financial advice. However, the Board has access to appropriate internal and external expertise to support board assurance
activities:
• All executives of the Manager have direct access to the Board and each of the Directors;
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
• The external Audit Firm Lead Partner has direct access to the Chair of the Audit and Risk Committee, and has “Board
only” time without management present at Audit and Risk Committee meetings; and
• The Board has directly sought expert external valuation, corporate finance, tax, and legal advice as required.
Board Assessment
Now that NZL has been in operation for 18 months, and appointment of the full Board of 4 Directors has been completed, in the
next 6 months the Board will perform an evaluation of the Board and its sub-committee’s performance.
Directors’ and Officers’ Insurance
While acting in their capacities as Directors, NZL provides indemnity and insurance cover for Directors to the fullest extent
permitted by law. As permitted by its Constitution, NZL has entered into a deed of indemnity, insurance and access indemnifying
each Director for potential liabilities, losses, costs and expenses they may incur for acts or omissions in their capacity as Director,
and agreeing to effect directors’ and officers’ liability insurance for those persons, in each case subject to the limitations set out
in the Companies Act 1993.
Role of New Zealand Rural Land Management Limited Partnership
The day-to-day management responsibilities for NZL have been delegated to the Manager under a long-term Management
Agreement. The Management Agreement details a comprehensive list of the Manager’s duties and responsibilities, and the fees
payable to the Manager (which are summarised in the Financial Statements at page 30-31 of this report). Under the Management
Agreement, the Manager is responsible for the:
• Management and administration of NZL including secretariat services;
• Management of properties owned by NZL;
• Sourcing of sale and purchase opportunities, including overseeing the due diligence and execution processes;
• Operation of lease arrangements;
• Communication with investors; and
• Administration of dividends and distributions.
Manager Performance
A key role of the Board is to monitor the performance of the Manager. NZL benefits from having a management team with a
great breadth and depth of skills, however the Board recognises that the interests of the Manager and the interests of NZL’s
Shareholders have the potential to conflict.
The Board is responsible for identifying, assessing and resolving any potential conflicts in relation to NZL’s structure, NZL’s
adopted strategies and the resulting potential fees payable to the Manager. Any matters to be considered under the Management
Agreement by NZL are considered and determined by the independent Directors on the Board. Where the Board must vote on
any matter relating to the Manager, Chris Swasbrook is interested and must not vote on that matter.
Diversity
NZL has a Diversity Policy, which describes NZL’s approach to diversity and inclusion. NZL believes that building and celebrating
diversity in the workplace creates an inclusive workplace culture and delivers enhanced business performance. The Diversity
Policy applies to the Board and the Manager and should be read in conjunction with NZL’s Code of Ethics and all other policies
that cover areas such as values, culture and employee expectations. A copy of the Diversity Policy is available on NZL’s website.
The Board has not at this time completed an evaluation of performance against the diversity policy. The Board has not at this time completed an evaluation of performance against the diversity policy. Evaluating performance
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
against the diversity policy is not yet applicable as the Company needed to complete its first full financial year in operation
before doing so. Accordingly, this will be completed in the next 6 months.
The following table provides a quantitative breakdown as at 30 June 2022 as to the gender composition of the Board: as at 30 June 2022 as to the gender composition of the Board:
2022 PositionFemaleMaleProportion FemaleProportion Male
Board2250%50%
Officers010%100%
NZX Corporate Governance Code
NZL considers that during the Financial Year 2022, NZL materially complied with the Code. NZL does deviate from the Code, by
not having a formally established Nominations Committee. Given the current nature and structure of NZL, the Board considers
the matters related to nominations are best undertaken by the entire Board.
Risk Management Risk Management
The Audit and Risk Committee ensures that NZL fulfils its responsibilities in all matters related to risk management. The
Committee is responsible for overseeing financial reporting, accounting policies, financial management and internal control
systems. Formal control and reporting processes have been introduced to ensure the Board is properly and regularly informed
on corporate financial matters.
Health & SafetyHealth & Safety
NZL owns farming property and leases it to tenants, and the Manager manages the lease arrangement on behalf of NZL. This
scenario creates overlapping health and safety duties for the properties. NZL, the Manager, and the tenant have carefully
considered each parties’ ability to influence and control health and safety matters, and are progressing toward reflecting this in
a Health and Safety Overlapping Duties Agreement. This takes into account who has control over work activity, control of the
workplace and control over workers, and allocates in a detailed register responsibilities based on who is in the best position to
control, influence and manage each health and safety obligation to ensure successful implementation and avoid duplication of
efforts.
In addition, both NZL and the Manager are developing a Health & Safety Management Plan, and the Manager has developed
a Quarterly Health and Safety Governance Report for the NZL Board which will provide an update and performance rating for
each risk.
Directors’ Relevant Interests
As at 30 June 2022, the Directors of NZL who have relevant interests (as defined in the Financial Market Conduct Act 2013) in
quoted financial products of NZL are as follows:
NZL Ordinary SharesBeneficial interestsNon-beneficial interests
Rob Campbell477,984-
Sarah Kennedy40,678-
Christopher Swasbrook340,000340,0002,101,5002,101,500
Tia Greenaway6,102-
As at 30 June 2022, the Directors of NZL held, in aggregate, 2.63% 2.63% of NZL’s ordinary shares.
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
Directors disclosed the following acquisitions and disposals of relevant interests in NZL shares during FY22 pursuant to
section 148 of the Companies Act 1993:
NZL Ordinary Shares
Beneficial interests
as at 30 June 2022
Change
from 30 June 2021
Non-beneficial interests
as at 30 June 2022
Change
from 30 June 2021
Rob Campbell477,984+411,318--
Sarah Kennedy40,678+7,345--
Christopher Swasbrook340,000340,000+210,000+210,0002,101,5002,101,500+368,167+368,167
Tia Greenaway6,1026,102+6,102+6,102----
Interests Register
The following are the relevant interests of the Directors of NZL and its subsidiaries as at 30 June 2022:
Rob CampbellRob Campbell
Director of Ara Ake Limited
Chancellor of Auckland University of Technology
Chair of Health New Zealand
Director of RC Custodian Limited
Director of Serica Credit Balanced Fund
Director of Tutanekai Investments
Sarah Kennedy
Founder and CEO of Calocurb Limited
Director of Comvita Limited
Director of Final Mile Holdings Limited
Director of Lanaco Limited
Director of Lifestream International Limited
Christopher Swasbrook
Director of Allied Farmers Limited
Director of Bethunes Investments Limited
Director of SwimTastic Limited
Director of Elevation Capital Management Limited
Board Member of Financial Markets Authority
Member of NZX Listing Sub-Committee
Tia Greenaway
Member of New Zealand Maori Tourism Audit and Risk Committee
Trustee of Ngati Tutemohuta Charitable Trust
Associate Trustee of Opepe Farm Trust
Committee Member of Opepe Investment Committee
Director of Piata Horizons Limited
Member of Rongowhakaata Iwi Trust Audit and Finance Committee
Responsible Trustee of Tauhara Middle 14 Trust
Responsible Trustee of Tauhara Middle Lands Trust
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
Directors’ RemunerationDirectors’ Remuneration
TThe remuneration paid to NZL and its subsidiaries’ Directors in respect of the year ended 30 June 2022 was as follows (these
amounts exclude GST, where appropriate):
DirectorFinancial Year 2022 (NZD)
Rob Campbell97,500.0097,500.00
Sarah Kennedy64,999.9264,999.92
Christopher SwasbrookNilNil
Tia Greenaway54,166.60
Total216,666.52216,666.52
Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of Directors also receive reimbursement for reasonable travelling, accommodation and other expenses incurred in the course of
performing their duties.performing their duties.
Directors do not receive any retirement benefits, and do not receive share options. Whist NZL strongly encourages NZL’s share Directors do not receive any retirement benefits, and do not receive share options. Whist NZL strongly encourages NZL’s share
ownership to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership ownership to support shareholder alignment, it is not compulsory given that personal circumstances may mean share ownership
is not appropriate or achievable.is not appropriate or achievable.
Any proposed increases in non-executive Director fees will be put to shareholders for approval. If independent advice is sought Any proposed increases in non-executive Director fees will be put to shareholders for approval. If independent advice is sought
by the Board, it will be disclosed to shareholders as part of the approval process.by the Board, it will be disclosed to shareholders as part of the approval process.
The following Board skills matrix outlines the qualifications, capabilities, geographical location, tenure and gender of each
member of the Board:
The following Board skills matrix outlines the qualifications,
capabilities, geographical location, tenure and gender of each
member of the Board
Rob CampbellChris Swasbrook Sarah KennedyTia Greenaway
Director Qualification
CNZM,
BA (Hons),
MPhil (Economics)
BCom (Economics) PGDip (Business) MPA (Accounting)
Strategic knowledge of rural investmentsYes Ye sYe s Ye s
Strategic knowledge of funds management businesses
Ye sYes NoNo
Financial Ye sYes Ye sYe s
Risk management/regulatory
Ye sYes NoYe s
Sustainability
NoNoYe sYe s
Legal No No Yes Yes
People leadership and culture
Ye sYe sYe sYe s
Listed company governance Yes Yes Ye sNo
Capital markets Ye sYe sYe sNo
Geographic location Auckland Auckland Auckland Wellington
Tenure (years) 21 Months21 Months21 Months10 Months
Gender Male Male Female Female
Employee Remuneration
NZL, including its subsidiaries, have no employees. NZL is managed by the Manager under the Management Agreement. Details
of the fees paid to the Manager are included in the Financial Statements on pages 30-31.ges 30-31.
Subsidiaries
NZL has one subsidiary, NZRLC Dairy Holdings Limited, a company incorporated in New Zealand in March 2021. As at 30
June 2022, the Directors of NZRLC Dairy Holdings Limited are Rob Campbell, Sarah Kennedy, Christopher Swasbrook and Tia
Greenaway.
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
Donations
NZL, including its subsidiaries, did not make any donations during the year ended 30 June 2022. NZL has a policy of not making NZL, including its subsidiaries, did not make any donations during the year ended 30 June 2022. NZL has a policy of not making
political donations.political donations.
Dividends PaidDividends Paid
A total dividend for the FY22 financial year of 3.61 cents per share was paid to shareholders.A total dividend for the FY22 financial year of 3.61 cents per share was paid to shareholders.
Company Secretariat ServicesCompany Secretariat Services
Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat Company Secretariat Services are provided by the Manager. The Manager manages the independence of Company Secretariat
Services via oversight from the Manager’s Board of Directors. The Board of the Manager has an Independent Chair: Shelly Ruha.Services via oversight from the Manager’s Board of Directors. The Board of the Manager has an Independent Chair: Shelly Ruha.
AuditorsAuditors
The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides The Audit and Risk Committee reviews the quality and cost of the audit undertaken by the NZL’s external auditors and provides
a formal channel of communication between the Board, senior management and external auditors.a formal channel of communication between the Board, senior management and external auditors.
The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years) The Audit and Risk Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five years)
and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit and audit fee, and reviews and provides feedback in respect of the annual audit plan. The Board is aware that a lengthy audit
firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless firm tenure has the potential to compromise auditor independence, and therefore will rotate the audit firm after 10 years unless
on balance it is not int the interests of NZL to do so. The Committee periodically has time with the external auditor without on balance it is not int the interests of NZL to do so. The Committee periodically has time with the external auditor without
management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.management present. The Audit and Risk Committee also assesses the auditor’s independence on an annual basis.
An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the An External Auditor Independence Policy has been adopted and sets out the services that may or may not be performed by the
external auditor.external auditor.
PricewaterhouseCoopers (PwC) was appointed as external auditor for NZL on 16 November 2020 and Richard Day was PricewaterhouseCoopers (PwC) was appointed as external auditor for NZL on 16 November 2020 and Richard Day was
appointed as Lead Audit Partner on the same date.appointed as Lead Audit Partner on the same date.
All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount All audit work is fully separated from non-audit services, to ensure that appropriate independence is maintained. The amount
of fees paid to PwC for audit work in FY22 are identified in note 18 of the consolidated financial statements. At the 2021 Annual of fees paid to PwC for audit work in FY22 are identified in note 18 of the consolidated financial statements. At the 2021 Annual
Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.Meeting shareholders authorised the Directors to fix the auditor’s fees and expenses for the ensuing year.
PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate PwC has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to operate
independently during the year.independently during the year.
PwC attended the 2021 Annual Shareholders’ Meeting and were available to answer any questions.PwC attended the 2021 Annual Shareholders’ Meeting and were available to answer any questions.
No non-audit services were provided by PwC.No non-audit services were provided by PwC.
NZX Waivers NZX Waivers
The following waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the The following waivers from the NZX Listing Rules were granted to the Company or relied upon by the Company during the
financial year ended 30 June 2022financial year ended 30 June 2022
On 18 October 2021 NZL sought and was granted a waiver from the requirement under Rule 5.1.1 to obtain shareholder approval On 18 October 2021 NZL sought and was granted a waiver from the requirement under Rule 5.1.1 to obtain shareholder approval
to enter into and perform a Transaction in connection with the acquisition of six dairy assets of approximately 3,522 hectares to enter into and perform a Transaction in connection with the acquisition of six dairy assets of approximately 3,522 hectares
located in the South Island for consideration of $60.64 million. The Transaction constituted a Major Transaction for the purposes located in the South Island for consideration of $60.64 million. The Transaction constituted a Major Transaction for the purposes
of Rule 5.1.1 due to the Value of the Transaction exceeding 50% of NZL’s AMC. The waiver from Rule 5.1.1 was granted provided that of Rule 5.1.1 due to the Value of the Transaction exceeding 50% of NZL’s AMC. The waiver from Rule 5.1.1 was granted provided that
the Board of NZL certify that in the opinion of each of the non interested directors that the Transaction: i) is in the best interests the Board of NZL certify that in the opinion of each of the non interested directors that the Transaction: i) is in the best interests
of, and is fair and reasonable to, all shareholders of NZL; ii) was negotiated on an arms’ length basis; iii) does not significantly of, and is fair and reasonable to, all shareholders of NZL; ii) was negotiated on an arms’ length basis; iii) does not significantly
change the nature of NZL’s business, and is in accordance with the strategy and terms set out in NZL’s Product Disclosure change the nature of NZL’s business, and is in accordance with the strategy and terms set out in NZL’s Product Disclosure
Statement; and iv) is not a major transaction for NZL requiring shareholder approval for the purposes of the Companies Act 1993.Statement; and iv) is not a major transaction for NZL requiring shareholder approval for the purposes of the Companies Act 1993.
SECTION 2. STATUTORY INFORMATION
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NEW ZEALAND RURAL LAND COMPANY
Substantial Product Holders
The following information is pursuant to section 293 of the Financial Markets Conduct Act 2013. The total number of voting
securities of NZL on issue as at 5 September 2022 was 115,601,570. According to notices received by NZL, the following
persons were substantial product holders in NZL as at 5 September 2022:
Ordinary sharesNumber held
ANZ New Zealand Investments Limited, ANZ Bank
New Zealand Limited and ANZ Custodial Services
New Zealand Limited
10,723,48110,723,481
Jarden Securities Limited and Harbour Asset
Management Limited
10,319,76810,319,768
Clyde and Rena Holland10,089,27810,089,278
Vaulterra Holdings LLC5,960,0005,960,000
Spread of Shareholders
The spread of the Shareholders of NZL as at 5 September 2022 is at 5 September 2022 is as follows:
Number of SharesNumber of HoldersTotal Shares HeldPercentage (%)
1 - 1,00013297,1350.08
1,001 – 5,0004261,219,1111.05
5,001 – 10,0002371,849,0241.61
10,001 – 50,0003407,870,1326.81
50,001 – 100,000483,608,1203.12
100,001 and over65100,958,04887.33
Total1,248115,601,570100.00
SECTION 2. STATUTORY INFORMATION
Credit Rating
NZL does not have a credit rating.
14
NEW ZEALAND RURAL LAND COMPANY
Twenty Largest Shareholders
The twenty largest Shareholders of NZL as at 5 September 2022 at 5 September 2022 are as follows:
ShareholdersNumber held
New Zealand Permanent Trustees Limited 18,810,511
Premier Nominees Limited 7,376,842
FNZ Custodians Limited 5,739,064
TEA Custodians Limited 4,988,074
Forsyth Barr Custodians Limited 4,900,000
MFL Mutual Fund Limited 4,892,608
Accident Compensation Corporation 4,230,587
Allied Farmers Limited 4,149,874
Janice Catherine Walker & Sonya Jane Walker & Duncan Varhan Fea 4,000,000
New Zealand Depository Nominee 3,206,467
Custodial Services Limited 3,163,096
Citibank Nominees (NZ) Ltd 2,868,179
Wairahi Investments Limited 2,300,125
Investment Custodial Services Limited 2,197,312
DFS Investment Partners LLC 1,950,790
JPMorgan Chase Bank 1,923,057
New Zealand Permanent Trustees Limited 1,830,222
HSBC Nominees (New Zealand) Limited 1,556,258
FNZ Custodians Limited 1,334,912
Public Trust RIF Nominees Limited 1,256,513
SECTION 2. STATUTORY INFORMATION
15
NEW ZEALAND RURAL LAND COMPANY
3
SECTION
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 onϮρ 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
16
NEW ZEALAND RURAL LAND COMPANY
16
NEW ZEALAND RURAL LAND COMPANY
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
17
NEW ZEALAND RURAL LAND COMPANY
17
NEW ZEALAND RURAL LAND COMPANY
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
18
NEW ZEALAND RURAL LAND COMPANY
18
NEW ZEALAND RURAL LAND COMPANY
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
earnings
Total
Share based
payment
reserve
These financial statements are to be read in conjunction with the accompanying notes
5
19
NEW ZEALAND RURAL LAND COMPANY
19
NEW ZEALAND RURAL LAND COMPANY
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
20
NEW ZEALAND RURAL LAND COMPANY
20
NEW ZEALAND RURAL LAND COMPANY
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
21
NEW ZEALAND RURAL LAND COMPANY
21
NEW ZEALAND RURAL LAND COMPANY
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
22
NEW ZEALAND RURAL LAND COMPANY
22
NEW ZEALAND RURAL LAND COMPANY
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
23
NEW ZEALAND RURAL LAND COMPANY
23
NEW ZEALAND RURAL LAND COMPANY
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
balance
Additions ¹
Lease fee
amortisation
Capitalised
lease
incentive ²
Revaluation
gain
Carrying 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
gain
Carrying 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
24
NEW ZEALAND RURAL LAND COMPANY
24
NEW ZEALAND RURAL LAND COMPANY
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 kno
wledgeably,
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
25
NEW ZEALAND RURAL LAND COMPANY
25
NEW ZEALAND RURAL LAND COMPANY
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
26
NEW ZEALAND RURAL LAND COMPANY
26
NEW ZEALAND RURAL LAND COMPANY
Notes to the consolidated financial statements
For the year ended 30 June 2022
New Zealand Rural Land Company Limited and its subsidiary
8Income taxes
8.1
Income 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
1
27
NEW ZEALAND RURAL LAND COMPANY
27
NEW ZEALAND RURAL LAND COMPANY
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 shortǦterm, 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:
1
28
NEW ZEALAND RURAL LAND COMPANY
28
NEW ZEALAND RURAL LAND COMPANY
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
amount
Fair 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 rate
Expiry 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
29
NEW ZEALAND RURAL LAND COMPANY
29
NEW ZEALAND RURAL LAND COMPANY
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
amount
Fair 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
30
NEW ZEALAND RURAL LAND COMPANY
30
NEW ZEALAND RURAL LAND COMPANY
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.
1
31
NEW ZEALAND RURAL LAND COMPANY
31
NEW ZEALAND RURAL LAND COMPANY
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 holding Equity 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
32
NEW ZEALAND RURAL LAND COMPANY
32
NEW ZEALAND RURAL LAND COMPANY
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.
1
33
NEW ZEALAND RURAL LAND COMPANY
33
NEW ZEALAND RURAL LAND COMPANY
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
34
NEW ZEALAND RURAL LAND COMPANY
34
NEW ZEALAND RURAL LAND COMPANY
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
35
NEW ZEALAND RURAL LAND COMPANY
35
NEW ZEALAND RURAL LAND COMPANY
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
36
NEW ZEALAND RURAL LAND COMPANY
36
NEW ZEALAND RURAL LAND COMPANY
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).
2
37
NEW ZEALAND RURAL LAND COMPANY
37
NEW ZEALAND RURAL LAND COMPANY
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:
භthe consolidated statement of financial position as at 30 June 2022;
භthe consolidated statement of comprehensive income for the year then ended;
භthe consolidated statement of changes in equity for the year then ended;
භthe consolidated statement of cash flows for the year then ended; and
භthe 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 1International
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.
38
NEW ZEALAND RURAL LAND COMPANY
38
NEW ZEALAND RURAL LAND COMPANY
PwC
Description of the key audit matterHow 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:
භmovements in the Group’s investment property
portfolio
භchanges in the conditions of properties within the
portfolio
භthe impact of climate change and related risks on
the portfolio
භthe processes in place for the valuations.
On a sample basis, and in conjunction with our own
valuation experts, we performed the following
procedures:
භobtained an understanding of the key
assumptions to the valuation and assessed their
appropriateness
භagreed key inputs to the underlying sale and
purchase agreements and lease agreements for
investment properties
භinspected the valuation models used by the
valuers and assessed them for reasonableness
භcritiqued 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.
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NEW ZEALAND RURAL LAND COMPANY
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NEW ZEALAND RURAL LAND COMPANY
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:
භValuation 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
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NEW ZEALAND RURAL LAND COMPANY
40
NEW ZEALAND RURAL LAND COMPANY
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
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NEW ZEALAND RURAL LAND COMPANY
4
SECTION
Company
Directory
REGISTERED OFFICE
c/o Duncan Cotterill
Level 2, Chartered Accountants
50 Customhouse Quay
Wellington 6011
New Zealand
https://nzrlc.co.nz/
MANAGER
New Zealand Rural Land Management
Level 4, The Blade
12 St Marks Road
Remuera
Auckland 1050
New Zealand
SHARE REGISTRAR
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
https://www.linkmarketservices.co.nz/
AUDITOR
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
https://www.pwc.co.nz/
INVESTOR 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
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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