NZ Farming Systems Uruguay Limited Prospectus and Investment Statement FOR AN OFFER OF 75 MILLION ORDINARY SHARES AT AN ISSUE PRICE OF $1.00 PER SHARE WITH PROVISION FOR OVERSUBSCRIPTIONS OF UP TO 75 MILLION ORDINARY SHARES ABN AMRO Craigs Limited Lead Manager Contents Important Information 1 Investment Highlights 2 Offer Summary 7 Letter from the Chairman 8 Description of the Offer 11 Governance and Management 14 Comparison of Farming in New Zealand and Uruguay 19 Background to the Investment Opportunity 30 The Investment Opportunity 33 Financial Information 35 Valuation 49 Investment Statement Information 57 Statutory Information 66 Statutory Index 73 Glossary 74 Instructions and Terms and Conditions of Application Form 76 Application Forms 77 Directory Inside back cover Important Information The information in this section is required under the Choosing an Investment Adviser Securities Act 1978. You have the right to request from any investment adviser a Investment decisions are very important. They often have written disclosure statement stating his or her experience and long-term consequences. Read all documents carefully. qualifications to give advice. That document will tell you: Ask questions. Seek advice before committing yourself. • whether the adviser gives advice only about particular types of investment; Choosing an investment • whether the advice is limited to the investments offered by When deciding whether to invest, consider carefully the one or more particular financial organisation; and answers to the following questions that can be found on the • whether the advisor will receive a commission or other pages below: benefit from advising you. What sort of investment is this? ................................................... 58 You are strongly encouraged to request that statement. An Who is involved in providing it for me? ..................................... 59 investment adviser commits an offence if he or she does not provide you with a written disclosure statement within five How much do I pay? ........................................................................... 59 working days of your request. You must make the request at What are the charges? ....................................................................... 59 the time the advice is given or within one month of receiving What returns will I get? ..................................................................... 60 the advice. What are my risks? .............................................................................. 60 In addition: Can the investment be altered? .................................................... 63 • if an investment adviser has any conviction for dishonesty How do I cash in my investment? ................................................ 64 or has been adjudged bankrupt, he or she must tell you this Who do I contact with enquiries about in writing; and my investment?..................................................................................... 65 • if an investment adviser receives any money or assets on Is there anyone to whom I can complain your behalf, he or she must tell you in writing the methods if I have problems with my investment? ................................... 65 employed for this purpose. What other information can I obtain Tell the adviser what the purpose of your investment is. This about this investment? ...................................................................... 65 is important because different investments are suitable for different purposes. In addition to the information in this Offer Document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.1 1 This is the wording required by Schedule 3D to the Securities Regulations 1983 (NZ) which contemplates a separate investment statement and prospectus. This Offer Document combines a prospectus and an investment statement and accordingly the prospectus available on request is contained in this Offer Document. Answers to Important Questions are set out on pages 58–65. NZ Farming Systems Uruguay Limited 1 Investment Highlights NZ Farming Systems Uruguay is seeking to raise up to $150 million • in this Offer in order to acquire and develop Uruguayan farmland by applying intensive pasture based farm management systems developed in New Zealand. The Offer is for 75 million partly paid shares in NZ Farming Systems Uruguay • with provision for oversubscriptions of a further 75 million shares. Unpaid capital will be called before the end of the calendar year 2007, at which time the Directors will use their best endeavours to list the Company on the main board of the New Zealand Exchange, the NZSX. 7G6O>A 6G<:CI>C6 :m^hi^c\ E<<Lg^\]ihdc egdeZgi^Zh G^dCZ\gd ■ BdciZk^YZd AVi^ijYZ(*§H JGJ<J6N The Company is promoted by PGG Wrightson which • will hold a material stake in the Company, and manage 8dbeVgVi^kZh^oZVcYaVi^ijYZWZilZZc Jgj\jVnVcYCZlOZVaVcY its farming business. An allocation of 5 million Shares has been reserved for the Directors of NZ Farming Systems Uruguay and PGG Wrightson who have indicated that they intend to participate in the Offer. Information in the Investment Highlights section is summarised from other sections of this Offer Document. Sources can be found in these other sections. 2 NZ Farming Systems Uruguay Limited The net proceeds of the Offer will be used to complete development of farms acquired • from PGG Wrightson and purchase and develop additional farms. PGG Wrightson (through related companies) will manage the farms and it will have a cornerstone stake in NZ Farming Systems Uruguay through shares that will be issued to PGG Wrightson Investments in consideration for shares in the companies which own the three farms PGG Wrightson Investments purchased for development in 2005. Neither PGG Wrightson, any member of the PGG Wrightson Group, the Directors, nor any other person guarantees the return of capital invested or the performance of the Shares. Despite Uruguay being only two thirds the size of New Zealand, Uruguay’s • farmed area is 11% greater due to the very high proportion of utilisable land. Uruguay has 11.7 million hectares of grazing land, most of which is unimproved native pasture. This land has historically been the main forage base and offers significant potential for development.1 1 See page 20 for more information and sourcing. NZ Farming Systems Uruguay Limited 3 NZ Farming Systems Uruguay has been established as the • first of several farm development companies that PGG Wrightson plans to promote and manage, for the benefit of New Zealand farmers and investors. The Board believes that the large size of farms in Uruguay, • absentee landownership and easily realisable profits from cattle grazing have provided little incentive for farmers to increase productivity. The experience of PGG Wrightson has shown that farmland in • Uruguay is highly responsive to New Zealand style pasture species and intensive pasture management. PGG Wrightson has managed to raise dry matter production by more than 300%, from less than 4,500kg/ha to 14,500kg/ha without irrigation. For PGG Wrightson, the impact of improving pastures at a beef • finishing farm leased by it has been significant. Before it engaged on a programme of pasture improvement, annual liveweight gains were of the order of 100kg per hectare. Following completion of a pasture development programme, liveweight gains of 900kg per annum per hectare are being achieved. New Zealanders do not own any defensible intellectual property • rights over their farm management systems. While they may have the expertise to apply them better than most others, information on New Zealand farming systems is freely available and New Zealand cannot hope to sustain a monopoly over that expertise. That knowledge is already being applied in Uruguay and other South American countries. New Zealand farmers have the choice of investing to capture the opportunity themselves or of allowing others to capture the gains. 4 NZ Farming Systems Uruguay Limited The temperate climate of Uruguay, with its mild winters and hot summers, is closest to Northland in New Zealand and is suitable for intensive pasture production systems. Rainfall, which averages around 1,200mm per annum, is reasonably well distributed throughout the year but with significantly more rain in the spring and summer in the west. See page 21 for more information and sourcing. The last few years have seen the first investments by New Zealand • farmers in the Southern Cone countries of South America (Chile, Argentina, Uruguay and Brazil). NZ Farming Systems Uruguay believes that these early investments are likely to be followed by significantly increased interest similar to that seen in New Zealand just over a decade ago when dairy farmers expanded from the Waikato and Taranaki to Southland and Canterbury, and indeed from New Zealand to Australia over that same period. PGG Wrightson has an unmatched combination of knowledge, • experience and demonstrated capability in Uruguay, and the infrastructure to be able to put in place the comprehensive package of skills and resources necessary to farm successfully in Uruguay. Based on the experience of PGG Wrightson in Uruguay over the • last 7 years, NZ Farming Systems Uruguay believes that there is the potential to more than triple the production of milk solids per hectare from Uruguayan dairy farms using New Zealand farm management systems and achieve an attractive rate of return for