Prospectus Boundary Bend Limited Abn 32 115 131 667
Total Page：16
File Type：pdf, Size：1020Kb
PROSPECTUS BOUNDARY BEND LIMITED ABN 32 115 131 667 For the offer of 19,230,769 shares at an issue price of $1.30 each to raise $25 million This is an important document which should be read in its entirety. If after reading this Prospectus, you have any questions about the shares being offered under this Prospectus or any other matter relating to an investment in the Company, then you should consult your professional adviser. Important Information THIS IS AN IMPORTANT DOCUMENT the accuracy of any Forward Looking Statements and the Recipients should read this document in its entirety and, if reasonableness (or otherwise) of the assumptions on which in doubt, should consult their professional advisors. This the Forward Looking Statements are based. The Recipient Prospectus is dated 13 November 2009 and a copy of this should seek appropriate professional advice in reviewing Prospectus was lodged with ASIC on that date. ASIC takes Information and evaluating whether to purchase Shares. no responsibility for the content of this Prospectus. The Despite using best endeavours and making all reasonable investment in Shares offered by this Prospectus should be enquiries in compiling the Forward Looking Statements, they considered speculative. are subject to change and there are numerous risk factors which may cause them to be materially different from those PROSPECTUS AVAILABILITY set out in Section 10 of the Prospectus. For details of some of The expiry date of this Prospectus is 13 months after the risk factors you need to consider, please refer to Section 13. 13 November 2009. No Shares will be allotted or issued on BBL does not intend to update or revise the Forward Looking the basis of this Prospectus after the Expiry Date. Statements, regardless of whether or not it has a material A copy of this Prospectus is available on the BBL website at impact on the Forward Looking Statements provided in this www.boundarybend.com. Persons who access the electronic Prospectus, except where required to by law. copy of this Prospectus should ensure that they download and read the entire Prospectus. A paper copy is available free DISCLAIMER OF REPRESENTATIONS of charge from Pitcher Partners at Level 19, 15 William Street, No person is authorised to provide information or to make any Melbourne, Victoria or by requesting a copy from the Share representation in connection with this Prospectus which is not Registry on 1800 622 202 (within Australia) or contained in this Prospectus. Any information or representation +61 2 8280 7694 (from outside Australia). not so contained may not be relied on as having been Applications for Shares offered pursuant to this Prospectus authorised by the Company in connection with this Prospectus. can be made via BPAY or submitted on an original Grower DEFINITIONS AND ABBREVIATIONS Entitlement and Acceptance Form or an Application Form Some of the words and expressions in this Prospectus are which accompanies this Prospectus (see Section 3.3 for more defi ned terms or abbreviations. Refer to Section 18 for a list of details). This Prospectus does not constitute an offer in any these defi ned terms and abbreviations. place in which, or to any person to whom, it would not be lawful to make such an offer. ENQUIRIES EXPOSURE PERIOD Investors with queries in relation to the Offer may contact the Share Registry on 1800 622 202 (within Australia) or The Corporations Act prohibits BBL from processing any +61 2 8280 7694 (from outside Australia) between the hours Applications in the seven day exposure period after the date of 9.00am and 5.00pm (EDST) Monday to Friday during the of lodgement of this Prospectus (Exposure Period). The offer period. Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable PRIVACY the Prospectus to be examined by market participants prior If you complete an application for Shares, you will be providing to the raising of funds. Applications received during the personal information to the Company (directly or by the Exposure Period will not be processed until after the expiry of Company’s Share Registry). The Company collects, holds and the Exposure Period. No preference will be conferred on any will use that information to assess your application, service Applications received during the Exposure Period. your needs as a Shareholder, facilitate distribution payments FOREIGN JURISDICTIONS and corporate communications to you as a Shareholder and carry out administration. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come The information may also be used from time to time and into possession of this Prospectus should seek advice on and disclosed to persons inspecting the register, bidders for observe any of these restrictions. Failure to comply with these your Shares in the context of takeovers, regulatory bodies, restrictions may violate Securities laws. Applicants who are including the Australian Taxation Offi ce, authorised Shares residents in countries other than Australia should consult their brokers, print service providers, mail houses and the professional advisers as to whether any governmental or other Company’s share registry. consents are required or whether any other formalities need to You can access, correct and update the personal information be considered and followed. that we hold about you. Please contact the Share Registry if you wish to do so at the relevant contact numbers set out in FUTURE PERFORMANCE AND this Prospectus. FORWARD LOOKING STATEMENTS Collection, maintenance and disclosure of certain personal The Prospectus includes certain statements, calculations and information is governed by legislation including the Privacy Act projections concerning the anticipated future performance 1988 (Cth) (as amended) and the Corporations Act 2001 (Cth) of BBL and the olive industry in general (Forward Looking (as amended). You should note that if you do not provide the Statements). Those Forward Looking Statements may or information required on the application for Shares, the Company may not prove to be correct and for that reason no person in may not be able to accept or process your application. connection with the Prospectus accepts any responsibility This document is important and should be read in its entirety. or liability in relation to the accuracy or reasonableness of any Forward Looking Statement and the Recipient of the Photographs used in this Prospectus which do not have Prospectus must make and rely on their own assessment. descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the The Recipient must make his or her own independent Prospectus or its content or the assets shown in them are investigations and rely upon his or her own enquiries as to owned by the Company. the accuracy and completeness of any of the Information, 2 BOUNDARY BEND LIMITED Key Investment Highlights • Investing in BBL is a unique opportunity to gain ownership in a fully vertically integrated extra virgin olive oil business that will own two of the world’s largest single estate olive groves and a market leading olive oil brand. • BBL is the owner and marketer of the award winning olive oil brand ‘Cobram Estate’, which since late 2007 has been the market leading Australian produced extra virgin olive oil brand. • BBL’s marketing reach also extends to bulk oil and private label supply. In total BBL marketed and sold an estimated 50% of Australia’s total sales of extra virgin olive oil in 2008/9. • As a vertically integrated business, BBL has a diverse set of income streams extending along the olive industry value chain. • BBL has entered into contracts to acquire the Timbercorp Olive Assets for $59.5 million and is intending to sell the permanent water rights (under a sale and lease back agreement) for $49.25 million, requiring BBL to fund the balance of $10.25 million. • The Timbercorp Olive Grove Assets include 6,012 hectares of olive trees and Australia’s largest olive oil processing and storage facility. • Excluding the cost of acquiring the permanent water rights and excluding the operating expenses incurred after planting, the cost to Timbercorp of establishing its Olive Grove Assets was approximately $152m. • BBL estimates that the total replacement cost of all of the Timbercorp Olive Assets today, would be approximately $260 million. • BBL will have approximately 47.6 million shares on issue post the completion of this Prospectus if the full subscription is achieved. • 72.5% of the total Grove area is yet to reach full maturity. • 42% of the total Grove area is 3 years old or less and as such is yet to reach mature production levels. • BBL has managed the Boundary Bend Groves since inception (with the fi rst grove planted in 1999 and the last grove planted in 2007) and the Boort Groves since late 2004. • BBL Directors will consider the benefi ts of listing on the ASX at some time in the future. PROSPECTUS 3 Contents SECTION 1 Chairman’s Letter 5 SECTION 2 Summary of the Offer 6 SECTION 3 Details of the Offer 9 SECTION 4 Questions and Answers 14 SECTION 5 Purpose of the Offer 17 SECTION 6 Company Overview 19 SECTION 7 Olive Industry 29 SECTION 8 Olive Grove Maturity and Associated Yield 35 SECTION 9 Directors and Corporate Governance 38 SECTION 10 Financial Information 41 SECTION 11 Investigating Accountants’ Report 55 SECTION 12 Water Report 64 SECTION 13 Risk Factors 79 SECTION 14 Material Contracts 83 SECTION 15 Rights attaching to the Shares 93 SECTION 16 Additional Information 95 SECTION 17 Directors’ Authorisation 99 SECTION 18 Glossary 101 SECTION 19 Corporate Directory 104 4 BOUNDARY BEND LIMITED 1. Chairman’s Letter Dear Growers and Investors, On behalf of the Directors, it gives me great pleasure to offer you an opportunity to become a Shareholder in Boundary Bend Limited (BBL), and to participate in the growth of Australia’s leading olive oil production and marketing business.