New Zealand Rural Land Company Limited 2021 Annual Report
www.nzrlc.co.nz
1
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
2021Annual Report
for the period ended 30 June 2021
www.nzrlc.co.nz
Listed on:
www.nzrlc.co.nz
2
CONTENTS
1
45
23
SECTION
SECTION
SECTION
SECTION
SECTION
2 0 21
REVIEW
STATUTORY
INFORMATION
TIMELINE &
BACKGROUND
FINANCIAL
STATEMENTS
OUR PROPERTIES
& TENANTS
03 Chair Letter
06 Highlights
15 Statutory Information24 Financial Statements
09 Timeline
10 Background
11 A Rural Land Owner in a World
Leading Agricultural Economy
12 Our Properties & Tenants
6
SECTION
DIRECTORY
48 Directory
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The 2021 financial year was New Zealand Rural Land Company’s (NZL) inaugural year as an NZX listed company. Since
concluding NZL’s initial public offering at the end of 2020 NZL’s focus has been on establishing a rural asset portfolio in the
New Zealand dairy sector to lease to experienced farmer tenants.
Traditional investments in the rural sector involve direct exposure to traditional agricultural risks, such as commodity price
volatility. NZL’s strategy is investing in rural land as an asset class of its own. This strategy reduces exposure to those direct
risks, builds predictable revenues from the rental income and gives an opportunity for capital growth where the value of NZL’s
rural asset portfolio increases over time.
NZL is managed under a management agreement with New Zealand Rural Land Management Limited Partnership (the
Manager) and governed by a Board comprised of a majority of independent directors.
Financial Performance/Summary for Period Ending 30 June 2021
Net Profit After Tax $ 15.115M
Total Assets $ 164.937M
Total Liabilities $ 54.683M
Net Assets $ 110.254M
Net Asset Value (N AV) Per Share $ 1.3968
Acquisitions
NZL issued a product disclosure statement in November 2020 for an initial public offering (IPO). In December 2020, the IPO
closed having secured the minimum target of $75 million to be raised. The IPO was novel as NZL had no assets or business
but a strategy to offer rural land as an investment class with an initial focus on the New Zealand dairy sector. Complementing
the support of investors in the IPO was strong support from Jarden, Elevation Capital and NZX who helped ensure the IPO’s
success.
The first quarter of 2021 was a preparatory phase for NZL to secure opportunities to deploy its capital. Extensive work
was undertaken by the Manager conducting due diligence on targeted assets and working with potential tenants. These
investigations led to contracting our first acquisition in mid-March, a 456 hectare dairy farm in Southland.
The acquisition of NZL’s Southland farm settled on 1 June 2021 for a purchase price of $10.3 million. The farm contains a
64 Bale Rotary Dairy Shed, a 13 Bay Purpose Built Calf Shed, 4 houses, and other ancillary buildings. The farm has close
proximity to two dairy factories, high quality soil and water sourced for the property from a bore. At settlement a 10 year
lease of the dairy farm commenced with Fortuna Group. Fortuna is a Southland based company that operates more than 18
(wholly-owned and majority-owned) dairy farms in the Southland region, running more than 10,000 dairy cows over 3,626
hectares and operating 920 hectares of support land over three farms. A gross lease rate of 4.97% per annum was secured.
Chair Letter
1
SECTION
2 0 21
REVIEW
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The Manager then recommended a large scale transaction to the Board – a transaction with Van Leeuwen Group and
associated entities (VLG) and their primary financier to acquire fourteen large scale dairy assets in South Canterbury and
North Otago totalling approximately 6,350 hectares for approximately $114 million
*
. At the time certain entities comprising
VLG had been placed in receivership due to capital structure issues. The NZL structure of owning land and not operations
was a way to resolve those issues.
The VLG farms are a mixture of seasonal supply pastoral dairy farms, hybrid grass based grazing and cut and carry winter
barn farms, and dairy support blocks. Due diligence investigations suggested these farms were of a very high quality with
access to irrigation schemes, supply options available to three major dairy companies, soils well suited to dairy farming and
a good quantity of support land for grazing animals when they are not in milk.
After NZL shareholders approved these transactions NZL acquired these assets on 1 June 2021. From settlement leases to
three new tenants that derived from VLG came into effect. Each tenant entity has independent directors and satisfies NZL’s
security criteria for tenants. The leases deliver a gross lease rate of over 5% per annum to NZL.
At balance date NZL owned 15 dairy assets in the South Island comprising approximately 6,800 hectares. Aggregate
annual income for these assets is approximately $6.68 million. The aggregate purchase price paid for these assets was just
under $125 million. These assets have been revalued for financial reporting purposes and now have a carrying value of
approximately $143 million.
Subsequent Acquisition
To secure agreement to acquire the VLG farms, NZL also entered conditional agreements to acquire a further three farms if
they were not otherwise sold or refinanced under pre-existing arrangements. Two of these farms did sell to third parties. The
third farm, located at Makikihi in South Canterbury was not refinanced by VLG as intended and NZL acquired this farm on 1
August, subsequent to balance date.
Makikihi farm is a 493 hectare dairy farm possessing the same positive attributes of the other VLG farms that were acquired.
Makikihi farm has been leased to one of NZL’s existing tenants from the main transaction for a gross lease rate of 5.34% per
annum. This property is subject to put and call options where VLG may acquire it back for the purchase price plus a 4.66%
per annum premium.
Financing
NZL’s acquisitions were funded by IPO proceeds and new bank debt. In May 2021, NZL secured a $65 million revolving
credit facility with Rabobank which still offers NZL some capacity to debt fund further acquisitions. The key banking covenant
agreed with Rabobank was that NZL must maintain a loan to value ratio (LV R) of no greater than 40%. NZL is comfortably
in compliance with this covenant with an LVR below 30.0% as at 30 August 2021.
NZL does have an internal debt policy of having a gearing ratio (debt to total assets) of 30.0%. The Board considers this to
be a ‘steady state’ target for NZL which it may exceed to implement a transaction that it considers likely to deliver value to
shareholders providing there is a strategy to restore gearing to 30% or less in the medium term. As advised to shareholders
NZL did exceed this internal policy target to facilitate the VLG transaction.
To restore debt levels and give capacity for additional acquisitions, NZL launched a rights issue in June. This raised
approximately $20 million which the Board considered was a positive result given the proximity of the rights issue to the IPO
and the need for NZL to continue to broaden its shareholding base.
*In aggregate NZL purchased dairy assets totalling ~6,800 Hectares, which ~6,222 is considered effective or dairy platform. All land is owned by NZL but 50 Hectares,
is subject to a put and call option, and subsequently NZL recognises this as a loan with a carrying value of $5.4 million.
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Management and Board
The Board is very pleased with the work of the Manager. It has taken a lot of analysis, time and negotiations to secure NZL’s
acquisitions in addition to establishing processes and reporting for a newly listed company.
We recently announced that Tia Greenaway joined the Board on 1 September as an additional independent director. Tia
brings a new skillset and perspective to the Board which we believe will strengthen NZL’s governance.
Outlook
Our ambition for NZL remains for it to be a large scale owner of New Zealand rural land. The Manager continues to
investigate new, potential acquisitions. NZL continues to have a core focus on dairy assets for its acquisition programme but
is also investigating rural land assets in other industry sectors with a view to diversifying its rural asset portfolio over time.
As NZL is now firmly established and delivering on its strategy, the management and the Board is focused on its sustainability
initiatives and advantages. Investors should expect NZL to articulate further on this over the balance of 2021.
With a solid base of lease revenue being earned, NZL is on course to start paying dividends in the 2022 financial year as
was targeted in the IPO documentation. The Board will look to declare a dividend when it releases its half year results to 31
December 2021.
The Board of Directors of New Zealand Rural Land Company Limited authorised the Annual Report for issue on 30 September
2 0 21 .
Rob Campbell
Independent Chair
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NZL reiterates its belief that it can continue to
deliver NAV growth as the short to long-term
macro story for New Zealand’s agricultural
industry, and in particular dairy, remains positive.
Fonterra is currently forecasting a 2021/2022
milk price between $7.25 and $8.75 per kgMS,
which is ~30% above the 10 year average.
NZL now owns a total of 6,797 Hectares of
premium rural assets in Canterbury, Otago and
Southland.
NZL’s audited NAV was $1.3968/share as at
30 June 2021. NZL highlights that it has one
of the longest Weighted Average Lease Term
(WALT) and highest forecast dividend yields in
the NZ listed property sector.
NZL confirms a large and attractive acquisition
opportunity set in front of it with assets of
approximately NZ$ 80M in late-stage due
diligence.
01
03
02
05
04
NZL reported an inaugural net profit after tax of
$15.115M as at 30 June 2021 after successfully
completing an IPO in December 2020 and
acquiring $124.25M of rural assets within 6
months.
Highlights
for the period ended 30 June 2021
SECTION 1. 2021 REVIEW
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As at 30 June 2021 (Financial Year End) NZL
had acquired a rural assets portfolio of 6,797
Hectares with a total value of $ 143.153M
*
.
NZL continues to have a solid pipeline of
opportunities with approximately $ 80M of
assets under late-stage due diligence by its
Manager.
NZL Total Rural assets value/Hectares
*Includes FY21 Revaluations which totalled $ 16.525M, and loan of $5.4M
** FY21 Revluations totalled $ 16.525M
$160
$140
$120
$100
$80
$60
$40
$20
$ -
FY21
Revaluations**
Purchase Price
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
9,000$180
NZ$ Millions
Hectares
Hectares
Financial and
Portfolio Highlights
Portfolio Overview
Portfolio as at 30 June 2021
for the period ended 30 June 2021
SECTION 1. 2021 REVIEW
1 Includes 50 Hectares subject to put and call option carried as a
loan.
2 Excluding transaction costs
3 Weighted Average Portfolio Cap Rate Based on Purchase Price
excluding Transaction Costs
4 One of our tenants lease farms in both Canterbury and North Otago
locationotago/southlandcanterburytotal
land area (ha)9605,8376,797
1
rural asset classDairyDairyDairy
purchase price
2
$ 22.97M$ 113.68M$ 124.25M
weighted average cap rate
3
5.05%5.45%5.37%
walt (years)10.4810.9210.84
# tenants234
4
occupancy100%100%100%
Growth in NAV highlights a combination of attractive large
scale acquisitions and industry tailwinds for high-quality
rural properties.
*** Based on 78,930,970 shares on issue
NAV Growth per Share -
Assuming Full Rights Issue Participation
+17.38%
$ 1.40
$ 1.35
$ 1.30
$ 1.25
$ 1.20
$ 1 .15
$ 1.10
$ 1.05
$ 1.00
Cost Base Assuming Full Par-
ticipation in 2:3 Rights Issue
Audited NAV/Share as at 30
June 2021***
$ 1.3968
$ 1.1900
NAV Growth Per Share -
Assuming No Rights Issue Participation
$ 1.40
$ 1.35
$ 1.30
$ 1.25
$ 1.20
$ 1 .15
$ 1.10
$ 1.05
$ 1.00
IPO PriceAudited NAV/Share as at 30
June 2021***
$ 1.3968
$ 1.2500
$ 1.45
+11.74%
Growth in NAV Per Share
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NZL’s leases all have 3, 6, and 9 year CPI
increases with rights of renewal in years 10
and 11 (tenancy dependent).
NZL Lease Expiry by Tenant
90%
100%
80%
70 %
60%
50%
40%
30%
20%
10 %
0%
FY31FY32
Tenancy 4
Tenancy 2Tenancy 1
Tenancy 3
SECTION 1. 2021 REVIEW
Leases and Debt Facility Highlights
For the period ended 30 June 2021
As at 30 June 2021, NZL had drawn $ 54.2M of its $ 65.0M
lending facility with Rabobank.
Debt Facility
NZL Debt
$ 60
$ 50
$ 40
$ 30
$ 20
$ 10
$ -
As at 30 June 2021
$54.25M
NZL Debt Facility Tranches as at 30 June 2021
10.84
NZL’s WALT
(Weighted Average Lease Term)
YEARS
NZL Tenant Concentration as a % of Lease Value
26.27%
29.49%
44.24%
2 Year (Facility A)3 Year (Facility B)5 Year (Facility C)
NZ$ Millions
% of Lease Income
Leases
19%
50%
22%
8%
Tenancy 1Tenancy 2Tenancy 3Tenancy 4
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Timeline
21 December 2020
Completed $ 75M IPO
and listed on the NZX.
23 March 2021
Announced first $10.24M
unconditional acquisition in
Southland, New Zealand.
01 June 2021
Settled $124.25M of
acquisitions in North
Otago, South Canterbury
and Southland New
Zealand.
04 June 2021
Announced 2:3 Rights
Issue at $ 1.10 / share
to raise $44.3M.
01 August 2021
Completed $12M
acquisition in
South Canterbury,
New Zealand.
30 August 2021
NZL releases
Annual Result for
the period ending
30 June 2021.
28 June 2021
Closed 2:3 Rights Issue
raising $20.32M.
23 September 2021
NZL closed rights issue
shortfall placement raising
$18.48M.
2
SECTION
TIMELINE &
BACKGROUND
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NO DIRECT
EXPOSURE
to volatile
commodity prices
NO DIRECT
EXPOSURE
to on-farm risks
(via either sharemilker
or operational partner)
NO DIRECT
EXPOSURE
to animal health
risks
LIMITED
EXPOSURE
to environmental
risks
NO DIRECT
EXPOSURE
to farmer co-ops
NZL as at 30 June 2021 owned 6,797
*
Hectares of premium dairy assets in the South Island of New Zealand with some of
the most experienced farmers in the country as long-term tenants.
NZL in less than 7 months has achieved a NAV growth per share of +17.38% (assuming full participation in rights issue). NZL’s
audited NAV
was NZ$ 1.3968 per share as at 30 June 2021.
* Includes 50 Hectares subject to put and call option carried as a loan.
NZL was incorporated for the purpose of acquiring rural
land across New Zealand’s agricultural sector and is the only
agricultural land based listed property company on the NZX.
NZL separates land ownership and operations. NZL is a change agent within the agricultural sector seeking to
improve capital efficiency for its tenants while offering its investors a clear separation from traditional on-farm risks:
Background
SECTION 2. TIMELINE & BACKGROUND
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COUNTRY PARTNER
OF THE GLOBAL FARM 2050 INITIATIVE
The Farm 2050 Initiative is a global programme focused on
feeding the world’s population in a sustainable way.
Source: farm2050.com
1
ST
YEARS OF RESEARCH HAS LED TO
WORLD-LEADING DAIRY PRODUCTS
Through innovation New Zealand turns milk into more than 1,500
products and product specifications. Almost a hundred years of
research has led to a number of ‘firsts’ for breakthrough products.
Source: New Zealand Dairy Research Institute: A History of the First Fifty Years, 1927-1977
10 0
90
M
PEOPLE COULD GET ALL THEIR DAIRY
FROM NEW ZEALAND
New Zealand farmers and dairy companies produce the equivalent to two
and a half serves of milk per day for around 90 million people each year.
Source: Dairy Companies Association of New Zealand
2
ND
OUT OF 181 COUNTRIES FOR
CLIMATE CHANGE READINESS
New Zealand is ranked 2
nd
on the Notre Dame Global Adaptation Country Index.
The index summarises a country’s economic, governance and social readiness and its
exposure, sensitivity and capacity to adapt to the negative effects of climate change.
Source: University of Notre-Dame, ND-GAIN Index 2017
NEW ZEALAND DAIRY FARMERS HAVE THE
WORLD’S LOWEST CARBON FOOTPRINT
AgResearch found that New Zealand is the most efficient producer at
0.77 kg CO2e per kg Fat and Protein Corrected Milk (FPCM) - this is
48% less than the average of countries studied.
Source: DairyNZ
1
ST
C0
2
A Rural Land Owner in a World Leading
Agricultural Economy
SECTION 2. TIMELINE & BACKGROUND
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3
SECTION
OUR PROPERTIES
& TENANTS
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SECTION 3. OUR PROPERTIES & TENANTS
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The initiative detailed in this recent press article (below) to pelletise bale wrap and enable recycling of the
product is just one example of our tenants looking to implement equipment and processes which continue to
reduce environmental impacts and improve sustainability.
New Zealand Rural Land Company also supported this initiative with a donation.
Stuff - https://bit.ly/3xF8cto
Fortuna Group is one of our tenants in Southland and provides
a fine example of industry leadership with regard to a consistent
focus on sustainability and environmental impact minimisation.
Tenant Spotlight: Fortuna Group
SECTION 3. OUR PROPERTIES & TENANTS
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4
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 Campbell, appointed in September 2020, has more than 30 years’ experience in investment management and
corporate governance. He is the chair of SkyCity Entertainment Group, WEL Networks and Health NZ. 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, a member of the NZ
Markets Disciplinary Tribunal since 2013 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.
for the period ended 30 June 2021
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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 a member of Chartered Accountants
Australia and New Zealand.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
NZL conducted an IPO and listed on the New Zealand stock exchange at the end of 2020. With the proceeds of the IPO,
NZL acquired its first assets on 1 June, being 15 quality dairy farms located in the South Island. Now as a landowner, the
Board has in its work plan over the current year to develop Environmental, Social and Governance (ESG) initiatives and
to adopt those ESG initiatives in consultation with its tenants. NZL anticipates being able to report more fully on this in its
Annual Report next year.
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).
As at 30 June 2021, 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.
SECTION 4. STATUTORY INFORMATION
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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.
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 2021, the
Board has determined that:
• Sarah Kennedy and Rob Campbell are Independent Directors; and
• Christopher Swasbrook is a non-Independent Director.
Tia Greenaway was appointed to the Board on 1 September 2021. The Board has determined that she is an independent
Director.
SECTION 4. STATUTORY INFORMATION
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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 2021
are set out below:
AttendeeBoard MeetingsAudit and Risk CommitteeRemuneration Committee
Rob Campbell10/103/3-
Sarah Kennedy10/103/3-
Christopher Swasbrook10/10--
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.
Director Performance Policy
The Board is developing a performance policy to ensure that regular, rigorous and formal processes for evaluating the
performance of the Board, committees and individual Directors are in place.
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.
SECTION 4. STATUTORY INFORMATION
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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 38-39 of
this report). Under the Management Agreement, the Manager is responsible for the:
• Management and administration of NZL;
• 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. As NZL has not yet been operating for a full year, the Board has not at this time completed an
evaluation of performance against the diversity policy.
The following table provides a quantitative breakdown as at 30 June 2021 as to the gender composition of the Board and
NZL’s Officers:
2021 PositionFemaleMaleProportion femaleProportion Male
Board1233.3%66.6%
Officers030%100%
SECTION 4. STATUTORY INFORMATION
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NZX Corporate Governance Code
NZL considers that during the Financial Year 2021, 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
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. The Board is currently developing risk assessment and compliance programmes for
NZL following its first acquisition of assets in June 2021.
Directors’ Relevant Interests
As at 30 June 2021, 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 Campbell66,666-
Sarah Kennedy33,333-
Christopher Swasbrook130,0001,733,333
As at 30 June 2021, the Directors of NZL held, in aggregate, 2.49% of NZL’s ordinary shares.
Interests Register
The following are the relevant interests of the Directors of NZL and its subsidiaries as at 30 June 2021:
Rob Campbell
Director of Ake Ake Limited
Chancellor of Auckland University of Technology
Director of Fast Fibre Bidco NZ Limited
Director of Precinct Properties
Director of RC Custodian Limited
Director of Serica Credit Balanced Fund
Director of Skycity Entertainment Group Limited
Director of Tourism Holdings Limited
Director of Tutanekai Investments
Director of UFF Holdings Limited
Director of WEL Networks Limited
SECTION 4. STATUTORY INFORMATION
www.nzrlc.co.nz
21
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 New Zealand Markets Disciplinary Tribunal
Member of NZX Sub-Listing Committee
Directors’ Remuneration
The remuneration paid to NZL and its subsidiaries’ Directors in respect of the year ended 30 June 2021 was as follows
(these amounts exclude GST, where appropriate):
DirectorFinancial Year 2021 (NZD)
Rob Campbell106,875*
Sarah Kennedy62,916*
Christopher SwasbrookNil
Total169,791
*Rob Campbell and Sarah Kennedy did not commence receiving Directors fees until 1 December 2020. In consideration of their time spent assisting NZL with its
establishment and initial public offering they were each issued shares for no payment. Rob Campbell was issued 40,000 shares at an issue price of $1.25 per share.
Sarah Kennedy was issued 20,000 shares at an issue price of $1.25 per share. The value of these issuances ($50,000 and $25,000 respectively) are included in the
sums set out above. Also included in the figures above are committee fees of $5,000 per annum for each of Rob Campbell and Sarah Kennedy.
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 38-39.
SECTION 4. STATUTORY INFORMATION
www.nzrlc.co.nz
22
Subsidiaries
NZL has one subsidiary, NZRLC Dairy Holdings Limited, a company incorporated in New Zealand in March 2021. As
at 30 June 2021, the Directors of NZRLC Dairy Holdings Limited are Rob Campbell, Sarah Kennedy and Christopher
Swasbrook.
Donations
NZL, including its subsidiaries, did not make any donations made donations during the year ended 30 June 2021.
NZX Waivers
During the Financial Year 2021, NZL did not apply for any waivers to be granted or published by the NZX, nor did NZL
rely on any waivers irrespective of whether the waiver was granted or published.
Credit Rating
NZL does not have a credit rating.
Continuing Share Buyback Programme
NZL maintains an ongoing share buyback programme, as outlined in its Capital Management Policy available on NZL’s
website. NZL did not repurchase any shares during the Financial Year 2021 pursuant to that programme (which allows up
to 6,046,000 shares to be bought back).
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 30 June 2021 was 78,930,970. According to notices received by NZL, the following
persons were substantial product holders in NZL as at 30 June 2021:
Ordinary sharesNumber held
ANZ New Zealand Investments Limited, ANZ Bank
New Zealand Limited and ANZ Custodial Services
New Zealand Limited
10,507,585
Jarden Securities Limited and Harbour Asset
Management Limited
6,399,128
Clyde and Rena Holland5,960,000
Vaulterra Holdings LLC5,960,000
Janice Cather Walker, Sinya Jane Walker and
Duncan Varnhan Fea as trustees of the Bill & Jan
Walker Family Trust
4,000,000
SECTION 4. STATUTORY INFORMATION
www.nzrlc.co.nz
23
Spread of Shareholders
The spread of the Shareholders of NZL as at 31 August 2021 is as follows:
Number of SharesNumber of HoldersTotal Shares HeldPercentage (%)
1 - 1,00014 3115 , 0180 .15
1,001 – 5,0004141,19 5 ,16 01 . 51
5,001 – 10,0002141,719,5672 .18
10,001 – 50,0002585,831,0617. 3 9
50,001 – 100,000362,798,1593.55
100,001 and over4167,272,00585.23
Total1,10 678,930,970100.0
Twenty Largest Shareholders
The twenty largest Shareholders of NZL as at 31 August 2021 are as follows:
ShareholdersNumber held
New Zealand Permanent Trustees Limited15,995,000
Premier Nominees Limited5,884,902
Forsyth Barr Custodians Limited4,900,000
Citibank Nominees (Nz) Ltd4,152,391
FNZ Custodians Limited4,079,431
Janice Cather Walker, Sinya Jane Walker and Duncan Varnhan Fea
as trustees of the Bill & Jan Walker Family Trust
4,000,000
MFL Mutual Fund Limited3,667,173
New Zealand Depository Nominee2,868,474
Accident Compensation Corporation2,568,796
Investment Custodial Services Limited2,357,372
HSBC Nominees (New Zealand) Limited1, 413 , 701
Premier Nominees Ltd Armstrong Jones Property Securities Fund1,246,681
Tea Custodians Limited1,116,708
JPMORGAN Chase Bank1,022,651
Custodial Services Limited972,607
Allied Farmers Limited900,000
Kim Christopher Wilkinson & Marie Eleanor Wilkinson800,000
Public Trust Rif Nominees Limited773,442
Kiwigold.Co.Nz Limited666,666
FNZ Custodians Limited583,536
SECTION 4. STATUTORY INFORMATION
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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24
These nancial statements are to be read in conjunction with the accompanying notes
5
SECTION
FINANCIAL
STATEMENTS
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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25
These nancial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance(31)
Marketing expenses(125)
Management fees18(99)
Professional and consulting fees(200)
Performance fee18(1,625)
Other expenses
(68)
Total overhead costs(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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26
These nancial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of financial position
At 30 June 2021
2021
Notes
$'000
Current assets
Cash and cash equivalents820,496
Trade and other receivables9668
Current tax receivable23
Total current assets21,187
Non-current assets
Investment property5137,678
Loan receivable105,475
Deferred tax assets7.2522
Other non-current assets75
Total non-current assets143,750
Total assets164,937
Current liabilities
Trade and other payables12308
Total current liabilities308
Non-current liabilities
Borrowings1354,254
Derivative liabilities11121
Total non-current liabilities54,375
Total liabilities54,683
Net assets110,254
Share capital1493,514
Share based payment reserve151,625
Retained earnings15,115
Total equity110,254
$
Net Assets Value (NAV) per share20.21.3968
Net Tangible Assets (NTA) per share20.21.3918
These financial statements are to be read in conjunction with the accompanying notes
4
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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27
These nancial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of changes in equity
For the period ended 30 June 2021
Notes
$'000$'000$'000$'000
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
Share capital
Retained
earningsTotal
Share based
payment
reserve
These financial statements are to be read in conjunction with the accompanying notes
5
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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28
These nancial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
Consolidated statement of cash flows
For the period ended 30 June 2021
Notes
$'000
Cash flows from operating activities
Lease income received
23
Payments to suppliers
(716)
Management fees paid
(70)
Income taxes paid
(23)
Interest paid
(117)
Interest received
77
Net cash used in operating activities
(826)
Cash flows from investing activities
Payment for NZX listing bond
(75)
Payments for investment properties
(120,685)
Payment for loan receivable
(5,430)
Net cash used in investing activities
(126,190)
Cash flows from financing activities
Proceeds from convertible loan375
Proceeds from issue of ordinary shares95,249
Payment of transaction costs on issue of ordinary shares(2,366)
Proceeds from borrowings54,254
Net cash generated by financing activities147,512
Net increase in cash and cash equivalents20,496
Cash and cash equivalents at incorporation-
Cash and cash equivalents at the end of the period820,496
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
6
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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29
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
1Reporting entity
These financial statements are for the 292 day period from incorporation to 30 June 2021.
2Basis of preparation
2.1Statement of compliance and reporting framework
2.2Functional 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
for receivables and payables which are recogn
ised inclusive of GST (the net amount of GST recoverable from or payable to the
taxation authority is included as part of receivables or payables).
New Zealand Rural Land Company Limited and its subsidiary
The consolidated financial statements for New Zealand Rural Land Company Limited and its subsidiary (the "Group") are for the
economic entity comprising New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiary. The Group's
principal activity is investment in New Zealand rural farmland.
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"). 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.
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
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;
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 o
n
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.
7
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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30
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
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
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 includ
ed 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 w
ith 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.
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.
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.
The Groups financial assets consist of cash, trade receivables and loan receivable.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transf
ers 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 allow
ance
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 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.
8
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
2.5Financial instruments (continued)
Financial liabilities - Derecognition of financial liabilities
3Critical accounting estimates and judgements
Fair valuation of investment property (note 5)
Deferred tax on investment property (note 7.2)
Recognition of loan receivable (note 10)
3.1Fair value estimation
4Segment information
Included in the Group's total revenue, more than 10% was received from one significant customer. The total revenue derived in the
period ended 30 June 2021 from this single customer was $0.468 million. No other single customers contributed 10% or more of the
Group's total revenue.
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.
The Group operates in one business segment being New Zealand rural land.
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 Groups 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
2021.
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 ass
et 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.
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 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.
9
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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31
These financial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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32
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
5Investment properties
Fair value of rural land investment properties:
30 June 2021
Land areaAdditions ¹
Capitalised
lease
incentive
Revaluation
gainCarrying value
Farm groupLocationHectares$'000$'000$'000$'000
Tenant 1
Canterbury
873 21,285 97 4,187 25,569
Tenant 2Canterbury / Otago1,967 58,953 258 8,728 67,939
Tenant 3
Canterbury
2,926 30,035 113 2,925 33,073
Tenant 4
Southland
456 10,412 - 685 11,097
Fair value of investment properties120,685 468 16,525 137,678
¹
5.1Fair value measurement, valuation techniques and inputs
Includes directly attributable acquisition costs.
Investment property is property held either to earn rental income, for capital appreciation or for both.
Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying
amount of the leased asset.
During the year there were no transfers of investment properties between levels of the fair value hierarchy. The valuation tech
niques
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 hiera
rchy on the
basis that adjustments must be made to observable data of similar properties to determine the fair value of an individual property.
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.
Property valuations will be carried out at least annually by independent registered valuers.
External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and
category of the property being valued, value the Groups 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 arms length transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion.
The Group's investment properties were valued by Colliers International, with values applicable as at 30 June 2021.
The investment property have been assessed on a fair value basis utilising the income approach for the Group's interest as less
or and
a market approach to assess the reversionary value of the assets at the expiry of the current lease terms.
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.
Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recogni
sed
in profit or loss in the year of derecognition.
10
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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33
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
5.1Fair value measurement, valuation techniques and inputs (continued)
Key inputs used to measure fair value:
Land growth rate
3%
CPI
2%
Discount rate
7.5%
Terminal rate
6.5%
Market rental assessment
5.2Valuation methodology
Key valuation inputDescription
Land growth rateIncreaseDecrease
CPIIncreaseDecrease
Discount rateDecreaseIncrease
Terminal rateDecreaseIncrease
IncreaseDecrease
6Finance income and expense
2021
$'000
Finance income
Interest income122
Finance expense
Interest expense
(113)
Loss on fair value of derivative instruments(121)
Net finance expense(112)
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.
The rate applied to the expected land value growth. Used in the income
approach.
The expected inflation increase applied to the lease income every two
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.
The rate used to assess the terminal value of the property. Used in the
income approach.
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. Loss on fair value of derivative instruments details are included in note 11.
The valuer's assessment of the annual net market income per hectare
attributable to the property. Used in the income approach.
Market rental
assessment
Measurement sensitivity
Increase in
input
Decrease in
input
11
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
7Income taxes
7.1Income tax recognised in state
ment of comprehensive income
2021
$'000
Current tax expense-
Deferred tax (benefit)
(522)
Income tax (benefit)(522)
Reconciliation of income tax expense to prima facie tax payable:
Profit before tax14,593
Income tax expense calculated at 28%4,086
Effect of expenses that are not deductible in determining taxable profit19
Effect of income that is not assessabl
e in determining taxable profit(4,627)
Income tax (benefit)
(522)
7.2Deferred tax assets
2021 Group
$'000 $'000
Lease fees(42) (42)
Lease incentives(131)
(131)
Tax losses807 807
Depreciation on investment property(112)
(112)
Total deferred tax asset/(liability)522522
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial sta
tements
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 liabili
ty 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.
Recognised in
profit or loss
Closing
balance
Income tax expense represents the sum of the tax currently payable and deferred tax.
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.
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.
12
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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34
These financial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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35
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
7.2
Deferred tax assets (continued)
Key Judgement
8Cash and cash equivalents
2021
$'000
Cash at bank20,496
Total cash and cash equivalents20,496
9Trade and other receivables
Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.
2021
$'000
Trade receivables65
Prepayments269
GST receivable334
Other receivables-
Total trade and other receivables668
10Loan receivable
2021
$'000
Non-current:
McNaughtons home block5,475
Total loan receivable5,475
The loan is secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short
term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts.
Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the r
elated
items in the statement of financial position as follows:
The loan receivable balance has been considered and determined no impairment is required at reporting date.
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 p
lus
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 have a 99 year life.
Key Judgement
The Group has determined that this arrangement has the substance of a loan with a 10% market interest rate per annum.
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.
13
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
11Derivatives
2021
$'000
Derivative liabilities121
12Trade and other payables
2021
$'000
Trade payables and accruals308
Total trade and other payables308
13Borrowings
2021
$'000
Non-current:
Rabobank facility
54,254
Total borrowings
54,254
Total
Undrawn
facility
Drawn
amountFair value
2021
$'000$'000$'000$'000
Bank facility A1 June 20232.05%25,000 10,746 14,254 14,254
Bank facility B1 June 20242.19%16,000 - 16,000 16,000
Bank facility C1 June 20262.49%24,000 - 24,000 24,000
65,000 10,746 54,254 54,254
The terms of the borrowings includes the following covenants that the Group must ensure at all times:
Interest coverage ratio is greater than 2.0;
Loan to valuation ratio does not exceed 40%; and
Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.
13.1Subsequent events
Bank facility A was repaid in full on 1 July 2021.
The Group has entered into a revolving credit facility agreement with Rabobank on 21 May 2021. The facility agreement has a lim
it of
$65,000,000 with floating interest rates ranging over the three tranches of the debt. Interest is payable quarterly in arrears.
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 Statement of Comprehensive Income in finance 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.
There is a general security deed over all of the assets of the Group as security of the borrowings.
The Group has complied with the financial covenants of its borrowing facilities during the 2021 reporting period.
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 classif
ied
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date.
Effective
interest rateExpiry date
14
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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36
These financial statements are to be read in conjunction with the accompanying notes
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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37
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
14Issued capital
Notes
Authorised and issued
Share capital issued for assignment of intellectual property18.1125 100,000
Share capital issued for director services rendered in relation to IPO75 60,000
Shares issued on initial public offering75,000 60,000,000
Loan converted to ordinary shares375 300,000
Rights issue (2:3) to existing shareholders20,318 18,470,970
Transaction costs arising on issue of shares(2,379) -
Balance at end of period93,51478,930,970
15Share based payment reserve
2021
$'000
Arising on share-based payments (performance fee)1,625
Balance at end of the period1,625
16Remuneration of auditors
2021
Assurance and other services
$'000
Statutory audit services
68
68
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 18.1.
$'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.
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.
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.
During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the
auditor of the Group:
In December 2020, 60 million shares were issued in the Company through an initial public offering (IPO) on the New Zealand Stock
Exchange (NZX) at a price of $1.25 per share. In addition, on IPO a convertible loan for $0.375 million from Allied Farmers Limited
converted to 0.3 million ordinary shares at the same price per share. In June 2021, a rights issue to existing shareholders of 2 new
shares per 3 existing shares closed with 18.5 million shares being issued at $1.10 per share.
2021
15
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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38
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
17Rental income
2021
Future minimum rental receivables under non-cancellable operating leases are as follows:
$'000
Within 1 year6,137
After 1 year but not more than 5 years24,550
More than 5 years36,307
Total property operating lease income
66,994
18Related parties
18.1Remuneration 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 Groups 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 charged
Owing at 30
June
$'000$'000
Basic management services fee99 30
Land transaction fees1,725 -
Leasing fees150 -
Performance fee1,625 1,625
Total
3,599 1,655
Management fee
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 r
eduction
to rental income.
2021
The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10
and 11 years.
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.
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 2021 were $0.1 million.
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:
16
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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39
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
18.1Remuneration of the Manager (continued)
Transaction fee
Performance fee
Other transactions with parties related to the Manager
18.2Key management personnel compensation
19Subsidiary
2021
Name of entityCountry incorporatedEquity holding
NZRLC Dairy Holdings LimitedNew Zealand100%
In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.170 million, of
which $0.075 million was settled in shares 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 shar
e
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 2021 financial year was $1.625 million. The shares will be issued to the Manager
subsequent to balance date.
In addition, Elevation Capital Management Limited indirectly received $0.747 million in brokerage fees representing a portion of
brokerage fees charged by Jarden to the Group for capital raising services and recognised as transaction costs in equity.
The following subsidiary has been consolidated in the Financial Statements of the Group:
Transactions fee incurred for the period ended 30 June 2021 were $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 prop
erty.
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.
For each lease agreement entered into, a fee of $30,000.
A fee is payable for the following transactions:
On IPO, the Group settled an assignment of intellectual property for $0.125 million (recognised in marketing expenses in profit or
loss) by issuing 73,409, 14,831 and 11,760 shares at $1.25 per share to Elevation Capital Management Limited, RPMilsom
Investments Limited and Hopeton Trustee Company Limited respectively. These entities are related
to members of key management
personnel of the Manager.
17
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
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40
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
20Non-GAAP measures
20.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)
2021
Notes
$'000
Net profit after tax15,115
Adjustments
Unrealised net (gain) in value of investment properties5(16,525)
Performance fee payable in shares151,625
Unrealised net loss on derivatives121
Deferred tax (benefit)
7.2(522)
Amortisation of rent free incentives-
Amortisation of lease fee1
Funds from operations ('FFO')
(185)
FFO per share (cents)(0.23)
Adjustments
Incentives and leasing costs
(618)
Maintenance capital expenditure-
Adjusted funds from operations ('AFFO')
(803)
AFFO per share (cents)(1.02)
20.2Net assets per share and net tangible assets per share
2021
Notes
$'000
Total assets164,937
(Less): Total liabilities
(54,683)
Net assets110,254
(Less): Deferred tax asset7.2(522)
Add: Derivative liability11121
Net tangible assets109,853
Number of shares issued ('000)78,931
Net assets per share ($)1.3968
Net tangible assets per share ($)1.3918
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.
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.
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:
18
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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41
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
21Financial instruments
Categories of financial instruments:
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
22Financial risk management
22.1Interest rate risk
2021
$'000
Financial assets
Cash at bank20,496
Financial liabilities
Bank borrowings (net of economic impact of interest rate swaps)30,254
Interest rate applicable at balance date
Cash at bank<1%
Bank borrowings (net of economic impact of interest rate swaps)2.24%
Interest rate
decrease of
0.25%
Interest rate
increase of
0.25%
$'000$'000
Increase/(decrease) in interest expense(6)6
The use of financial instruments exposes the Group to interest rate, credit and liquidity risks.
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 2021 was as follows:
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 0.25% higher or lower, with other variables remaining constant:
2021
Financial
assets/
liabilities at
FVTPL
Financial
assets at
amortised
cost
Financial
liabilities at
amortised
cost Total
19
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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42
These nancial statements are to be read in conjunction with the accompanying notes
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
22.2Credit risk
22.3Liquidity risk
The following table outlines the Groups' liquidity profile, as at 30 June, based on contractual non-discounted cash flows:
Total0-1 year1-2 years2-5 years>5 years
As at 30 June 2021
$'000$'000$'000$'000$'000
Trade and other payables308308---
Derivative liabilities994188253553-
Borrowings ¹58,7791,24015,47142,068-
Total60,0811,73615,72442,621-
¹
22.4Capital risk management
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 Groups 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 institu
tions 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.
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.
Includes contractual interest payments based on drawn down amounts at 30 June 2021 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 Groups 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
Groups 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.
20
Notes to the financial statements
For the period ended 30 June 2021
New Zealand Rural Land Company Limited and its subsidiary
23Earnings per share
2021
Profit after income tax ($'000)15,115
Weighted average number of shares for the purpose of basic and diluted EPS ('000)40,315
Basic and diluted earnings per share (cents)37.49
24Reconciliation of profit after income tax to net cash flows from operating activities
2021
$'000
Profit for the period
15,115
Add/(less) non-cash items:
Change in fair value of derivatives
121
Change in fair value of investment property(16,525)
Performance fee payable in shares1,625
Interest income accrual(45)
Deferred tax
(522)
Lease incentives - rent free period(468)
Directors fees paid in shares75
Marketing costs paid in shares125
Movements in working capital items:
(Increase) in other current assets
(612)
(Increase) in income tax receivable
(23)
Increase in trade and other payables
308
Net cash outflow from operating activities
(826)
25Contingent liabilities and contingent assets
26Capital commitments
27Subsequent events
Ms Tia Greenaway was appointed as a new independent director, starting 1 September 2021.
Bank facility A was repaid in full ($14.3m) on 1 July 2021 and then subsequently redrawn for $7 million for the purchase of Makikihi
Farm.
On 17 August 2021, the New Zealand Government announced a move to COVID-19 Alert Level 4 for the whole of New Zealand. This
has not resulted in changes to assumptions relating to the Group's key estimates and judgements referred to in these financial
statements.
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.
The Group has no capital commitments as at 30 June 2021.
On 2 August 2021, the purchase of Makikihi Farm (see note 25) became unconditional and was completed for $12 million
At reporting date, the Group had a conditional agreement to acquire a North Canterbury Dairy Farm (Makikihi Farm) for $12 million.
The agreement was conditional on the vendor not refinancing its debt over the farm. The conditional agreement also included a put
and call agreement. Under the call, the vendor may repurchase Makikihi Farm at any time. Under the put, from approximately two
years time the Group can require the vendor to purchase the farm back. The purchase price under both the put and call agreemen
t is
$12 million plus 4.66% accruing on a daily basis per annum.
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.
21
New Zealand Rural Land Company Limited and its subsidiary
For the period ended 30 June 2021
Notes
$'000
Gross rental income
Rental income498
Net rental income498
Less overhead costs
Directors fees
(170)
Insurance
(31)
Marketing expenses
(125)
Management fees
18(99)
Professional and consulting fees
(200)
Performance fee
18(1,625)
Other expenses
(68)
Total overhead costs
(2,318)
Loss before net finance expense, other income and income tax(1,820)
Finance income122
Finance expense
(234)
Net finance expense6(112)
Loss before other income and income tax
(1,932)
Other income
Change in fair value of investment property516,525
Profit before tax14,593
Income tax benefit7.1522
Profit and total comprehensive income for the period15,115
Cents
Basic and diluted earnings per share2337.49
Consolidated statement of comprehensive income
Period ended 30
June 2021
These financial statements are to be read in conjunction with the accompanying notes
3
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43
These financial statements are to be read in conjunction with the accompanying notes
www.nzrlc.co.nz
44
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditors 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 2021, its financial performance and its cash
flows for the period then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
the consolidated statement of financial position as at 30 June 2021;
the consolidated statement of comprehensive income for the period then ended;
the consolidated statement of changes in equity for the period then ended;
the consolidated statement of cash flows for the period then ended; and
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditors responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards)issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current period. 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.
www.nzrlc.co.nz
45
PwC
Description of the key audit matterHow our audit addressed the key audit matter
Valuation and existence 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 $137.7
million as at 30 June 2021.
The entire portfolio of investment
properties was purchased during the
period to 30 June 2021.
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 propertys 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 tenant,
individual property characteristics, as well
as the qualities of the property as a whole.
The valuer has performed property
inspections of all assets classified as
investment property.
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 read the valuation reports and discussed and
challenged the valuations with the independent valuer.
We gained an understanding of the assumptions used
and the valuation methodology applied and confirmed
that the valuation approach for each property was in
accordance with accounting standards and suitable for
use in determining the carrying value of investment
property as at 30 June 2021.
We assessed the valuers qualifications, expertise and
their objectivity and found no evidence to suggest that
their objectivity was compromised in the performance
of their valuation.
On a sample basis, with emphasis on properties with
significant or unusual key inputs compared to other
investment properties held by the Group and in
conjunction with our own valuation experts, we
performed the following procedures:
obtained an understanding of the key assumptions
to the valuation and assessed their
appropriateness;
agreed key inputs to the underlying sale and
purchase agreements and lease agreements for
the investment properties;
inspected the valuation models used by the
valuers and assessed them for reasonableness;
and
critiqued and independently assessed, based on
our expertsmarket and valuation knowledge, the
work performed, including the valuation approach,
assumptions and estimates made by the Groups
valuer.
We found no evidence of bias in determining the
values.
We considered the adequacy of the disclosures made
in note 5 to the financial statements.
We obtained all sale and purchase agreements,
inspected the details of settlement instructions and
tested the purchase payments for the investment
properties acquired in the period.
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46
PwC
Our audit approach
Overview
Overall group materiality: $466,900 which represents approximately
0.5% of net assets excluding movements in the fair value of
investment property and financial instruments.
We chose net assets excluding movements in the fair value of
investment property and financial instruments as the benchmark
because, in our view, the objective of the Group in the first year of
establishment is on net asset growth.
Following our assessment of the risk of material misstatement, a full
scope audit was performed over the consolidated Group balances.
As reported above, we have one key audit matter, being:
Valuation and existence 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.
www.nzrlc.co.nz
47
PwC
Our opinion on the consolidated financial statements does not cover the other information and we will
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained 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
Groups 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.
Auditors 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 auditors 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 Boards website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditors report.
Who we report to
This report is made solely to the Companys 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 auditors
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 Companys 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 auditors report is Richard Day.
For and on behalf of:
Chartered AccountantsAuckland
29 August 2021
www.nzrlc.co.nz
48
6
SECTION
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
www.nzrlc.co.nz
49
New Zealand Rural Land Company
Level 4, 12 St Marks Road
Remuera
Auckland 1050
New Zealand
+64 9 379 6493
info@nzrlc.co.nz
www.nzrlc.co.nz
nzrlc
nzrlc
NEW ZEALAND Rural Land Co
SUSTAINABLE AOTEAROA
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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