Tax change impact on Seeka Kiwifruit Industries Limited
— As announced in its Budget, the Government will be reducing the corporate tax rate from 30% to 28% and removing the tax deductibility of depreciation for buildings with a life of 50 years or more.
Seeka Kiwifruit Industries Limited (Seeka) has taken advice on both of these changes. As a result of that advice and based upon the requirements of International Financial Reporting Standards, Seeka advises that the impact of these changes at 31 March 2010 would be to make a one off change to increase the group consolidated deferred tax liability and reduce the reported net profit after tax by an estimated $4.5m. The equivalent amounts will be recorded in the accounts of Seeka in the year ended 31 March 2011.
In making its announcements, the Government indicated it will review the definition of “building structure” for tax purposes and this is relevant to Seeka with a number of Packhouses and Coolstores in its asset mix. Accordingly there may need to be further adjustment to Seeka’s deferred tax liability once the outcome of that review has been announced.
The deferred tax adjustment is a one-off, non cash accounting entry having no impact on the underlying profitability, cashflows or dividend policy of Seeka.
For further information please contact:
Michael Franks
Chief Executive
Seeka Kiwifruit Industries
Ph: (07) 5730303
Fax (07) 5739831
Full Year Result Announcement for the year ended 31 March 2010
Seeka Kiwifruit Industries Limited is pleased to release this commentary accompanying the preliminary financial results for the year ended 31 March 2010.
Earnings before interest, tax, depreciation and amortisation (EBITDA) remained strong at $14.538m, up by 3.54% on the previous year.
This result reflects both Seeka's share of the Opotiki Packing and Coolstorage (OPAC) loss of $1.017m for the year, and a gain in net income of $1.136m from kiwifruit packed during March 2010.
Net profit before tax of $1.445m compares to $5.589m for previous year. This reflects a number of one-off items, including the impairment of the company's investment in Vital Foods ($1.8m), a reduction in consideration on the sale of South Auckland Pack and Coolstorage in the prior year ($400k), and cancelling a management contract when purchasing Te Awanui Huka Pak (Huka Pak) ($3.90m).
These items have distorted the operational and financial improvements delivered in a challenging environment. Productivity gains and sound financial management continue to improve Seeka's underlying financial performance.
Group operating cashflow when normalised is $10.236m. This cashflow has allowed for the investment of capital plant equipment totalling $8.4m and the maintenance of the company’s dividend distribution policy.
Directors have declared a fully imputed dividend of 10 cents per share, bringing total imputed dividends for the year to 20 cents per share. The declared dividend will be paid on 29 June and applies to all shares on the register on the 18 June 2010. The dividend reinvestment plan will not apply.
Two shareholders have taken major stakes in the company during the year 2009/10. Japanese produce logistics company Fresh MD Holdings purchased 2.36 million shares in August 2009, and Te Awanui Whenua Trusts Limited increased their shareholding to 2.45 million shares with a placement of 1.83 million shares as part of the purchase of Huka Pak in December.
Mr Amiel Diaz joined the board on 19 October 2009 and Mr Taari Nicholas on 23 April 2010. They will seek confirmation of their appointments at the annual shareholder meeting.
Mr Peter Dawe announced his retirement in April 2010 after 23 years of service to the company. Seeka is grateful to Mr Dawe for his long service and leadership.
Financial Summary:
Revenue from ordinary activities up 12.49% to $120,887,039
EBITDA before non-recurring items up 3.54% to $14,538,422
Profit before non-recurring items and tax up 34.90% to $7,539,319
Profit before tax down -74.14% to $1,445,039
Profit after tax attributable to investors down -90.69% to $370,415
Net profit attributable to investors down -90.69% to $370,415
For further information please contact:
Michael Franks Chief Executive mob 021 356 516
Stuart McKinstry Chief Financial Officer mob 021 221 5583
Click here for a copy of the Full Year Result Announcement for the year ended 31 March 2010
Annual Meeting of Shareholders 2010
SEEKA KIWIFRUIT INDUSTRIES LIMITED announces that the Annual
Meeting of Shareholders of the Company is to be held on Tuesday 17 August 2010.
In accordance with NZX Listing Rule 3.3.5 and the Company's Constitution,
the Company advises that the opening date for nominations of directors is 20 May 2010 and the closing date is 17 June 2010
All nominations must be received at the company’s office, 6 Queen Street, Te Puke (PO Box 47, Te Puke) by 4pm on the closing date.
Messrs KR Ellis and SB Burns, will retire as directors by rotation and, being
eligible, have advised that they will be available for re-election.
Messrs AA Diaz and TAW Nicholas, having been appointed by the Board, will
retire as directors in accordance with Listing Rule 3.3.6 and the Company’s
constitution and, being eligible, will be available for election at that meeting.
20 May 2010
Stuart McKinstry
CFO
7 December - Notice of Issue of Shares
— Seeka Kiwifruit Industries Limited – Notice of Issue of Shares
Pursuant to Listing Rules 7.12.1 and 7.3.5(a), Seeka Kiwifruit Industries Limited gives notice that it has issued the following shares:
(a) Class of Security and ISIN: Ordinary shares issued pursuant to the terms of the Amalgamation Implementation Agreement dated 9 November 2009 (ISIN:
NZSEKE0001S8)
(b) Number of securities issued: 1,833,333
(c) Issue price: $3.60 per share
(d) Payment terms: Cash
(e) Amount paid up: Fully paid
(f) Percentage of the total Class of Securities issued: 14.6%
(g) Reason for the issue: Pursuant to an agreement to subscribe
(h) Specific authority for the issue: Seeka board resolution dated 7 December 2009
(i) Terms of issue: The shares rank pari passu with existing ordinary shares
(j) Total number of Securities of the Class in existence after the issue: 14,433,328
(k) Treasury Stock: N/A
(l) Date of issue: 7 December 2009
For further information please contact
Michael Franks (CEO) 021-356516
Stuart McKinstry (CFO) 021-2215583 or (07) 573 6127.
26 November -Seeka advises Huka Pak amalgamation now unconditional
Seeka advises Huka Pak amalgamation now unconditional
Further to the announcement of 16 November 2009, Seeka advises that the amalgamation agreement entered into with Te Awanui Huka Pak Limited has today become unconditional in all respects.
The amalgamation is expected to be completed on 4 December 2009.
Under the amalgamation deal, Te Awanui Whenua Trusts Limited [Te Awanui] has advised Seeka that it will subscribe for 1,833,333 Seeka shares in the amalgamation at an issue price of 3.60 per share, representing 12.7% of Seeka’s expanded share capital. When these shares are issued, Te Awanui’s holding in Seeka will be approximately 17%.
Also under the amalgamation deal, Seeka will invite an approved representative of Te Awanui to join the Seeka Board, and Seeka has agreed to enter into leases with Te Awanui covering the Huka Pak post harvest site and adjacent land which will be owned by Te Awanui.
A copy of the amalgamation proposal which sets out the terms and conditions of the amalgamation is attached to this announcement and also can be found on Seeka’s website www.seeka.co.nz.
For further information contact
Michael Franks (CEO) 021-356516
Stuart McKinstry (CFO) 021-2215583
26 November - SSH Notice (Te Awanui Whenua Trusts Limited)
— Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
Substantial security holder(s) giving disclosure
Name(s): Te Awanui Whenua Trusts Limited
Contact details: c/- Murray Denyer
Cooney Lees Morgan
87 First Avenue
Tauranga
Phone: (07) 927 0545
Email: mdenyer@clmlaw.co.nz
Date on which substantial security holder(s) began to have substantial holding: 26 November 2009
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for: Te Awanui Whenua Trusts Limited
For this disclosure,—
(a) total number held in class: 620,635 (but will become 2,453,968 after new shares issued on 4 December 2009 – see details below)
(b) total in class: 12,599,995 (but will become 14,433,328 after new shares issued on 4 December 2009 – see details below)
(c) total percentage held in class: 17% (after new shares issued on 4 December 2009 – see details below)
Details of relevant interests currently in substantial holding
Details for: Te Awanui Whenua Trusts Limited
Nature of relevant interest(s): Registered holder of 620,635 shares; contract to acquire a further 1,833,333 shares on 4 December 2009 under contract with Seeka Kiwifruit Industries Limited as part of process of amalgamation between Te Awanui Huka Pak Limited and Kiwi Coast Growers (Te Puke) Limited (refer Amalgamation Proposal attached to Seeka Kiwifruit Industries announcement dated 16 November 2009)
For that relevant interest,—
(a) number held in class: 620,635 (2,453,968 after new shares issued on 4 December 2009 – see details below)
(b) percentage held in class: 17% (after new shares issued on 4 December 2009 – see details below)
(c) current registered holder(s) of securities: Te Awanui Whenua Trusts Limited as to 620,635 shares and a further 1,833,333 new shares to be issued by Seeka Kiwifruit Industries Limited on 4 December 2009
(d) registered holder(s) of securities once transfers registered: Te Awanui Whenua Trusts Limited
Details of transactions and events giving rise to person beginning to have substantial holding
Details of the transactions or other events requiring disclosure under the instructions to this form: Te Awanui Whenua Trusts Limited, the holder of 620635 shares, has on 26 November 2009 become contractually bound and entitled to acquire a further 1,833,333 shares at a price of $3.60 per share, under an agreement with Seeka Kiwifruit Industries Limited as part of process of amalgamation between Te Awanui Huka Pack Limited and Kiwi Coast Growers (Te Puke) Limited
Additional information
Nature of connection between substantial security holders: Nil
Address(es) of substantial security holder(s): Taiaho Place, Mount Maunganui
Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: Nil
Declaration
I, James Francis Rolleston, CEO, Te Awanui Whenua Trusts Limited, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
16 November - Seeka provides amalgamation proposal and progress update
Further to its announcements of 1 October and 9 November 2009, Seeka has now been advised that Te Awanui Whenua Trusts Limited, one of the major Te Awanui Huka Pak Limited shareholders, has confirmed it will be voting in favour of the amalgamation at the Te Awanui Huka Pak Limited shareholders' meeting to be held on 23 November 2009.
Coolstore Management Services Limited has also indicated that it will support the amalgamation at that meeting.
Together Te Awanui Whenua Trusts Limited and Coolstore Management Services Limited own 81.8% of Te Awanui Huka Pak Limited and, accordingly, the amalgamation’s condition that 75% of Te Awanui Huka Pak shareholders approve the amalgamation is expected to be met.
The other conditions to the amalgamation, most significantly finance and final due diligence, are required to be satisfied by 20 November 2009 (unless extended). The amalgamation is expected to be completed on 4 December 2009, assuming satisfaction of all conditions.
A copy of the amalgamation proposal which sets out the terms and conditions of the amalgamation is attached to this announcement and also can be found on Seeka’s website www.seeka.co.nz.
For further information contact
Michael Franks (CEO) 021-356516
Stuart McKinstry (CFO) 021-2215583
9 November - Seeka signs formal agreement to purchase Te Awanui Huka Pak
Seeka signs formal agreement to purchase Te Awanui Huka Pak
Following its initial announcement on 1 October 2009, Seeka advises that a formal agreement has been signed today for the purchase of Te Awanui Huka Pak Ltd.
The agreement remains conditional on a number of matters until 23rd November and provides for the purchase to take effect on 4 December 2009.
The acquisition price and other key terms are as announced on 1 October 2009.
21 October 2009 Seeka appoints Amiel Diaz as a Director
—
The Board of Seeka Kiwifruit Industries Limited is pleased to announce the appointment of Amiel (Mel) Diaz as a director of the company.
Mr Diaz is an executive of FreshRemix Corporation of Japan and is the Chairman and President of its Philippine based operating subsidiary FreshRemix Asia Software Corporation. The FreshRemix Corporation is wholly owned by Fresh MD Holdings Inc of Japan.
In addition to over 15 years experience in the produce industry Mr Diaz is qualified as a Certified Public Accountant in the Philippines and as a Certified Information Systems Auditor in the United States of America.
On 4 August 2009 Fresh MD Holdings Inc filed a Substantial Securities Holders Notice with the NZX in regard to the purchase of an 18.759% shareholding in Seeka.
Under Seeka’s constitution Mr Diaz will be seeking to confirm his appointment at the next Annual Shareholders Meeting to be held in 2010.
1 October - Seeka confirms conditional purchase or Te Awanui Huka Pak Ltd
Seeka confirms conditional purchase of Te Awanui Huka Pak Limited
Seeka Kiwifruit Industries Limited (Seeka) is pleased to announce it has reached a conditional agreement with the major shareholders of Te Awanui Huka Pak Limited (Huka Pak) to purchase their company.
Huka Pak is a significant post harvest business based at Mount Maunganui that packs over 5.5m trays of Kiwifruit along with an increasing avocado business of approximately 100k trays.
The agreement is subject to a number of conditions, including:
- the approval of 75% of Huka Pak shareholders;
- finance; and
- satisfactory completion of due diligence.
It is expected that these conditions will be satisfied by 30 October 2009 and the transaction completed on 1 December 2009.
The net acquisition price of $13.2m is to be satisfied by a combination of shares and cash and after allowing for the land disposal described below. Seeka intends to put in place bank funding for the cash component of the acquisition price and so will not be seeking additional equity from existing Seeka shareholders.
As part of the proposed acquisition, Seeka will immediately sell, and lease back on a long term lease, the land owned by Huka Pak to the Te Awanui Whenua Trusts Limited.
This acquisition, along with Seeka’s existing kiwifruit business, consolidates Seeka’s direct processing capacity in the Kiwifruit Industry to approximately 26m trays.
The acquisition of Huka Pak is expected to offer significant future benefits to shareholders of Seeka and growers supplying Huka Pak. Unlike Seeka, Huka Pak typically has a very early catchment of kiwifruit – beyond its capacity to process. Seeka has the infrastructure and processing capacity available to process this fruit at its optimum point of harvest delivering better returns to growers and positive earnings, asset utilization and efficiencies of scale to shareholders.
Seeka intends to provide more information to shareholders once the transaction becomes unconditional.
For further information contact
Michael Franks (CEO) 021-356-516
Stuart McKinstry (CFO) 021-221-5583
SSH Notice Christopher R Morton
Disclosure of ceasing to have substantial holding
Section 25, Securities Markets Act 1988
To New Zealand Exchange Limited
And Seeka Kiwifruit Industries Limited
Date this disclosure made: 4 August 2009
Date last disclosure made: 5 June 2009
Substantial security holder(s) giving disclosure
Name(s): Christopher R Morton
Contact details: Haydn Wong, 09 916 8918, haydn.wong@bellgully.com.
Date on which substantial security holder(s) ceased to have substantial holding: 4 August 2009
Summary of previous substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares
Summary for: Christopher R Morton
For last disclosure,—
(a) total number held in class: 2,363,608
(b) total in class: 12,599,995
(c) total percentage held in class: 18.76%
For current holding after ceasing to have substantial holding:
(a) total number held in class: 0
(b) total in class: 12,599,995
(c) total percentage held in class: 0%
Details of transactions and events giving rise to person ceasing to have substantial holding
Details of the transactions or other events requiring disclosure under the instructions to this form: Completion of sale of 2,363,608 ordinary shares in Seeka Kiwifruit Industries Limited to Fresh MD Holdings, Inc. for a purchase price of $8,508,988.80 on 4 August 2009.
Additional information
Nature of connection between substantial security holders: Not applicable.
Address(es) of substantial security holder(s): Not applicable.
Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: Fresh MD Holdings, Inc.
Declaration
I, Christopher R Morton, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
SSH Fresh MD Holdings, Inc.
Securities Markets (Substantial Security Holders) Regulations 2007
FORM 2
(Sections 23 and 24, Securities Markets Act 1988)
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN NATURE OF RELEVANT INTEREST OR BOTH
(Note: This form must be completed in accordance with the instructions at the end of the form.)
Relevant event being disclosed:
Date of relevant event: 4 August 2009
TO: NEW ZEALAND EXCHANGE LIMITED
AND: SEEKA KIWIFRUIT INDUSTRIES LIMITED
Date this disclosure made: 4 August 2009
Date last disclosure made: 05 June 2009
Substantial security holder(s) giving disclosure
Name(s): Fresh MD Holdings, Inc.
Contact details: Russell McVeagh (Garth Sinclair)
(09) 367 8349
garth.sinclair@russellmcveagh.com
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares
Summary for: Fresh MD Holdings, Inc.
For this disclosure:
(a) total number held in class: 2363608
(b) total in class: 12599995
(c) total percentage held in class: 18.759%
For last disclosure:
(a) total number held in class: 2363608
(b) total in class: 12599995
(c) total percentage held in class: 18.759%
Details of transaction and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the instructions to this form: Change in nature of the relevant interest, being completion of the acquisition of 2,363,608 ordinary shares in Seeka Kiwifruit Industries Limited from Christopher Morton pursuant to an agreement dated 05 June 2009 for a purchase price of NZ$8,508,988.80
Details of relevant interests in substantial holding after relevant event
Details for: Fresh MD Holdings, Inc.
Nature of relevant interest(s): Registered holder and beneficial owner of ordinary shares pursuant to the agreement that was attached to the previous disclosure dated 05 June 2009
For that relevant interest:
(a) number held in class: 2363608
(b) percentage held in class: 18.759%
(c) current registered holder(s) of securities: No change
(d) registered holder(s) of securities once transfers registered: No change
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): N/A
Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: N/A
Declaration
I, Akihiro Shimodo, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.
Akihiro Shimodo
For and on behalf of Fresh MD Holdings, Inc.
Seeka Advises Dividend Policy
— Seeka's policy is to declare dividends of not less than 20 cents per ordinary share each financial year. In any event the annual dividend payment will not exceed 75% of operating cashflow net of maintenance capital investment and contracted debt reduction.
Dividends will be paid in two tranches, normally in June and December, and announced in conjunction with the release of the half year and full year results.
The Directors reserve the right to amend the policy at any time. Each dividend will be determined after due consideration of the capital requirements, operating performance, financial position and cashflows of the company at the time.
Seeka to write off investment in Vital Foods Limited
— Seeka Kiwifruit Industries Limited (SEK) will write off its investment in Vital Foods limited in the current financial year. This will result in a non recurring impairment expense of $1.794m to the earnings for Seeka’s financial year ending 31 March 2010.
Seeka has not regarded its investment in Vital Foods as a strategic asset for some time and, has declined to invest in capital raisings undertaken by Vital Foods since June 2007. Those capital raisings were at prices which supported the carrying cost of the Vital Foods investment in Seeka’s balance sheet. A proposed capital raising, in which Seeka will not participate, reduces the value of Seeka’s shareholding in the business to such an extent that Seeka’s board considers a full write off of the investment is appropriate.
The Vital Foods investment has not contributed to the operating earnings and cashflow of Seeka and, accordingly, this write off will have no impact on Seeka’s ongoing operating cashflow.
Premium Japanese Company takes stake in Seeka
—
Monday, 8 June 2009
Japanese produce logistics company Fresh MD Holdings Inc has agreed to acquire an 18.8% stake in Seeka Kiwifruit Industries Limited.
Seeka chief executive Michael Franks says the investment is a very positive development for Seeka and the New Zealand kiwifruit industry generally.
“Fresh MD Holdings operates major logistics, ripening and fruit processing operations in Japan and is a significant handler of New Zealand kiwifruit. The association with Fresh MD Holdings strengthens our link with the important and valuable Japanese market.
“This is a vote of confidence in our business model and operating systems, and recognises the efforts of all Seeka staff to deliver an efficient supply service to our orchardists, our marketer Zespri, and to our international customers.
“Fresh MD Holdings are enthusiastic about their shareholding, and see opportunities for both companies to deliver operational synergies. This is an exciting opportunity for Seeka."
Fresh MD Holding’s major shareholders include the fresh produce specialist Dole, and the Sumitomo Corporation. Fresh MD Holdings also has a number of smaller shareholders.
The agreed price of the transaction is $3.60 per share [ex $0.10 dividend] for 2.363m shares. The total purchase price is $8.5m with the shares to be purchased from former Seeka director Chris Morton.
