New Zealand Rural Land Company Limited (NZE:NZL)
New Zealand flag New Zealand · Delayed Price · Currency is NZD
0.9200
+0.0200 (2.22%)
May 14, 2026, 5:07 PM NZST
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AGM 2024

May 24, 2024

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Good morning, ladies and gentlemen. It's now just after 12, and it's a pleasure to welcome you to the New Zealand Rural Land Company Limited 2024 Annual Meeting through our virtual meeting platform provided by our share registrar, MUFG Corporate Markets, formerly Link Market Services. My name is Rob Campbell, and I will chair today's meeting. We are holding a virtual meeting, which provides the opportunity for a larger number of shareholders from throughout the country and overseas to participate and engage with us on a cost-effective basis. You can vote and ask questions online. I'll provide you with further instructions on that as we progress through the meeting. If you do encounter any issues, please refer to the Virtual Annual Meeting Online Portal Guide, or you can phone the helpline on 0800 200 220.

I would encourage you to send through your questions as soon as you can. That will allow us to answer these questions at the appropriate time in the meeting. Please note that in order to provide all shareholders with an opportunity to participate, we do reserve the right to limit questions from any individual shareholder. With me on the meeting platform today are my fellow directors. Chris Swasbrook is traveling overseas and will join us when he is able. I have Sarah Kennedy and Tia Greenaway here with me. Also on the platform are Richard Milsom from our manager, New Zealand Rural Land Management, and our company secretary, Ross O'Neill. I'd also like to acknowledge the presence of the company's auditor, Darren Wright, from William Buck.

I confirm that there is a quorum present, as we have with us at least three shareholders in person or by proxy, and accordingly, I declare the meeting open. The notice of meeting and explanatory notes were dispatched to shareholders on the second of April, 2024, in compliance with the company's constitution and NZX listing rules, and I propose to take those as read. Immediately prior to the meeting, we had received valid proxies in respect of 46,336,972 shares, representing 33.14% of total issued shares. We would, of course, expect some shareholders who have not lodged proxies to vote during the meeting. Where discretionary proxies have been provided to my fellow directors and me, we intend to vote them in favor of the resolutions as set out in the notice of meeting.

The financial statements and the reports of the directors and auditors for the 2023 financial year are set out in the company's 2023 annual report for that period. The annual report was sent to shareholders on the 27th of March, 2024, and is also available on the company's website. Turning to today's business, before the formal business of the meeting, I will provide a brief introduction, followed by a more detailed presentation from Richard Milsom. We will take questions from shareholders via the online platform after these addresses, and then we will move straight to the formal business of the meeting. The company recorded a net profit after tax of NZD 10.9 million in the 2023 financial year, and adjusted funds from operations or FFO of NZD 6 million, including earnings from properties with Put call arrangements in place.

The company has amended its dividend policy targets to a payout of between 60% and 90% of AFFO, with an interim deferred dividend to be paid in early October 2024. In addition, the company continues to maintain a selective on-market share buyback program. In April 2023, we acquired two forestry assets totaling 3,137 hectares. The purchase was funded with NZL's inaugural green loan via Rabobank of NZD 25.2 million. The proceeds of the pro rata rights issue and a NZD 12 million convertible note. In February 2024, subsequent to the February to the financial year 2023 year end, the company sold a 25% equity interest in its land portfolio to Roc Partners for NZD 44.2 million in cash.

The company used the proceeds to repay the convertible note and fund the acquisition of land, supporting three apple orchards located in Hawke's Bay and a forestry block located in close proximity to its existing Whanganui estates, for a total cost of approximately NZD 27.6 million. The balance was retained as working capital as other opportunities are investigated. The company now owns 16,063 hectares of rural land, 25% of which is owned by Roc. This represents an 8.4% increase in total owned land, a 9.5% increase in weighted average lease term, WALT, and continued growth in the scale and diversity of asset and tenant base. Our strategy is to own quality rural land in New Zealand, growing a diverse portfolio while delivering attractive risk-adjusted returns as a ground leasehold.

We generate shareholder value through a combination of asset value appreciation and the cash flow from long-term leases.... Post the most recent acquisitions and the Roc transaction, the company forecasts financial year 2024 FFO of between NZD 7 million and NZD 7.5 million, excluding earnings from the properties with put call arrangements in place. From April 2024, NZL will start to see the positive impact of rental growth, with approximately half of its portfolio by lease income due for CPI reviews. This includes 100% of our forestry leases and 53% of our pastoral leases. NZL remains excited by its future opportunities, which are augmented by the strategic partnership we have with Roc Partners, and the company is positioned well to continue to grow shareholder value. We will now move to Richard Milsom's presentation. Over to you, Richard.

Richard Milsom
Manager, New Zealand Rural Land Management

Thank you, Rob. We'll start on slide 4, and I won't labor the slides. They've been well canvassed in our market announcements and year-end presentation, along with the chair's address that he's just finished. A summary of our FY 2023 result in terms of events was, as Rob mentioned, net profit before tax of NZD 10.9 million and FFO NZD 6 million. NAV per share has grown from NZD 1.25 at listing to 1.602, as at the thirty-first of December. Total returns have been 9.9% compounding annual growth, which is cash and net asset value returns.

The portfolio of quality rural assets that we own has materially increased both in terms of diversification by asset class, with the introduction of forestry and apple land, alongside the diversity of tenants, which has continued into 2024. We've reinstated our dividend with a policy of paying out between 60%-90% of FFO, which allows the company some flexibility. The on-market share buyback program continues, and Roc Partners have bought a 25%, shareholding in the asset portfolio. If we move to the next slide, this is a portfolio overview as at the 24th of May, 2024. You can see that there is a wide diversity of both geographical landholdings alongside diversity of type of assets that we own: horticulture, forestry, pastoral farms, and sports farms. We have 8 tenants.

We have a 12.7-year weighted average lease term, which is up from 11.7, and we have 100% occupancy, and that's one of the sort of unique characteristics of rural assets, as they tend to remain 100% occupied. If we move on to the next slide, this gives an overview of the Roc Partners transaction, which has been well canvassed both by ourselves and by the media. But Roc Partners purchased 25% of the rural land company portfolio in January 2024. The benefits of doing so were to recycle capital at a premium to share price and redeploy it into some slightly higher-yielding assets that improve the financial position of the company, able to repay its convertible note and capitalize on opportunities that are NAV and FFO accretive.

It brings in a strategic partner that has extensive experience in rural property and conducted extensive due diligence as part of a transaction and was pleased with what they found. If we move to the next slide, it covers off the new acquisitions that have been made in early 2024. The two properties or the two estates that Rob's already mentioned are the apple orchard in Hawke's Bay and the forestry very close to our existing estate in the Manawatū, Whanganui region. On the right-hand side of the slide, you can see the impact that it's had on our portfolio. Diversity is increased by a tenant and by type of asset. Our weighted average lease term has extended out further, so there's a longer, there's a greater degree of certainty we have about cash flows into the future.

You know, every time the weighted average lease term grows by a year, it's a, it's a longer, a longer period of time we have certainty about lease income, and our gearing, our, our borrowing as a percentage of assets has lowered from 36.2 to 32.9. If we move on to the next slide, which goes back even further to talk about what we did in FY 2023, which has certainly been well canvassed. We announced it at the time, talking about our year-end result. 2023 was the year that we bought 2,400 hectares of forestry. It was our first large forestry deal. We drew down our inaugural green loan with support from Rabobank, and we upgraded our earnings and our FFO guidance.

That year as well, we suspended our full-year dividend in favor of a share buyback, because the shares were so materially undervalued, the company thought it was a good use of funds. We've reinstated our dividend subsequently and provided a range that we can pay out for FFO to provide the company some flexibility. If we move to the next slide. As mentioned, we've reinstated our dividend alongside amending our dividend policy, so the interim dividend will be based on results spanning the period of the first of January 2024 to the thirtieth of June 2024. The dividend policy targets a payout ratio of 60%-90% of FFO and share buyback program. We have a share buyback program in place to be opportunistic and buy back shares when they represent very accretive and good value for the company.

We've currently bought back 664,411 shares, or approximately 0.5% of the company's total shares on issue. If we move to the next slide, which is outlook and 2024 forecast, this is the year where we first start to see some of our CPI-based rent increases come through. So approximately 55% of our pastoral farm portfolio is up for rent review at the start of June. The, it's our first year of annual forestry lease increases that we've already seen come through in April 2024. We've got hedging arrangements in place for 64% of our total borrowings as of today's date, and we still retain some cash from the Roc Partners transaction.

Our guidance for the FY 2024 year is between NZD 7 million-NZD 7.5 million of FFO, and FFO per share of between NZD 0.05-NZD 0.0538 per share. This is based on 139,295,000 shares on issue, and our dividend payout ratios in keeping with our new policy of 60%-90% of FFO. I'll. If we move on to the next slide, which is resolutions, I'll use that as a juncture to hand back over to our chair.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you. Thank you, Richard. Before we move to the formal business of the meeting, we will take questions from shareholders on the Link Online platform on today's address and presentation, and including in that the 31 December 2023 annual report. Have we received any questions online, Ross?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

There's only one question. It's actually a compliment in relation to the photos and the presentation and asking whether they are in fact photos of our asset holders.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Yes, yes, they are, and they're not enhanced or AI-generated. So, yeah.

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

Yeah, that, that's the only... Oh, hang on. Another question's just come in, sorry. From a shareholder named Andrew, doesn't have a last name. "The presentation mentions review of leases on 1 June 2024. Does this mean the date the leases will increase by CPI or when the conversion will be had? And secondly, how close to finalizing the increased rents is the company, and how confident is management on getting the CPI increases?

Rob Campbell
Chair, New Zealand Rural Land Company Limited

So the increases have started to flow, but Richard can probably maybe answer in more detail on that. But the board has reviewed, as you'd expect, the potential for the increases to be paid, and we are very highly confident that we will get all of the increases paid. Richard, do you have anything to add to that?

Richard Milsom
Manager, New Zealand Rural Land Management

Just simply on the technical side of it, the rent hike is effective from the first of June, so it's not when the conversation's had or the conversion's done. It is the cumulative CPI hike from the first of June 2021 until the first of June 2024, so 3 years of the cumulative CPI effective from the first of June. And we're confident we'll see those hikes come through.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you, Richard. I hope that clears that question. Does that complete it, Ross?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

That's all for my time, Rob.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Appreciate that. If there are no further questions, we'll move to the formal business of the meeting, and slide 12 could go up, please. Today, we will put resolutions to the meeting relating to the reappointment of directors and auditor remuneration. Each resolution set out, is set out in the notice of meeting, is to be considered as an ordinary resolution, and as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. As I mentioned, shareholders are able to cast their vote using the electronic voting card received when online registration is validated. To vote within the online platform, you will need to follow four steps: 1, click Get Voting Card. 2, enter your shareholder or proxy number to validate. 3, mark your voting card by clicking for, against, or abstain.

And 4, then click Submit Vote on the bottom of the card. Please refer to the virtual meeting online portal guide, or use the helpline specified if you do require assistance. Voting will remain open until 5 minutes after the conclusion of the meeting. Moving now to Resolution One, re-election of Tia Greenaway as a director. The first item of business is the resolution for the election of Tia as a director. Tia was appointed as a director in September 2021, and pursuant to NZX Listing Rule 2.7.1, is required to offer herself for re-election. There are biographical notes on Tia in the notice of meeting. Accordingly, resolution one is that Tia Greenaway, who retires as a director in accordance with the NZX Listing Rule 2.7.1 and NZL's Constitution, and being eligible, be re-elected as a director of NZL.

I now invite Tia to say a few words before we proceed to discuss the resolution. Tia?

Tia Greenaway
Director, New Zealand Rural Land Company Limited

Thanks, Rob. Kia ora koutou. I remember being especially excited when I was elected to the board because I thought it was a great fit for my background in finance, forestry, farming, and climate change. It kind of ticked all my boxes, but I knew then I could really add value in this space, and over the years, I believe I have. We're all aware of the significant economic, environmental, and social challenges that have presented over the past few years, and during this time, I'm really proud of the way our board collectively has navigated these challenges and achieved positive results, all while remaining committed to growth, diversification, and sustainability. So for me, it's a real privilege to be part of this team.

We get to support the way rural land and primary industries are sustained in our economy, which is super important to me because of how critical they are to our collective intergenerational well-being. So I'm committed to do my best to keep adding value to NZL and would appreciate your support to continue on this journey going forward. Thanks.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you, Tia. Have we received any questions online regarding this resolution?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

No. No questions, Rob.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

If there are none, on the matter, I'll now move to voting on it. Could you please select either for, against, or abstain for resolution one on the voting card? We'll move straight to resolution two, auditor remuneration. Resolution two relates to the requirement to authorize the auditor's remuneration for the ensuing year, and reads as follows: That the board be authorized to fix the fees and expenses of the company's auditors. Have we received any questions online regarding this, resolution?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

No. No questions, Rob.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you, Ross. If there are no further or no questions on this matter from shareholders, we'll ask you now to vote, again, either for, against, or abstain for resolution two on the voting card. That concludes the formal part of the meeting, and just a reminder, please do submit your votes if you haven't done so already. The results of the poll will be announced on the NZX website after the conclusion of the meeting. We'll now give shareholders one more opportunity to ask questions, whether related to the presentations on the annual report or the management of the company. Have we received any additional questions, Ross?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

There are a couple of questions here, Rob. The first one is from Andrew David: Could you please address the current share price discount to NAV?

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you. Yes, I can. I guess we're all deeply concerned about that, and the board addresses it, I can assure you, on every occasion we get together. We believe that the share price is an unjustified discount to the asset value and the genuine equity value of the company, and so that is a disappointment to us. We believe that we are doing what are the appropriate things to address that, with the way in which the balance sheet of the company is being operated by continuously addressing the nature of the assets that we hold and looking for ways in which to improve those through the share buyback program and through the efforts we're making to tell the company story to shareholders and to potential shareholders.

We think it will, unfortunately, take some time for the market to appreciate the genuine value in this business. The risk-adjusted returns that are available from the assets that we have are very strong, and we think that this is simply not well understood, so we try to express that as well as we can and to operate the business as well as we can. One would think that as the increases in rents do flow through, that people will become more adjusted in terms of their understanding of the nature of this business, and that that gap will close. But there is no magic wand that we can wave about it. I would ask if Richard has anything to add or other directors have anything to add to that.

It's clearly the biggest concern we have as a business at the moment.

Richard Milsom
Manager, New Zealand Rural Land Management

I don't have anything to add. I mirror those concerns. It provides an opportunity for the company in some instances to buy back shares inexpensively, but we'd all like the share price to be trading at or above NAV. I think it'll just continue to be a journey to get there, continue to see increases in free cash flow, properties holding the values, continue to improve up the business model, and I think that over time the gravity of those things should have a positive influence on the share price and tend to close towards NAV. We'd all like to see it happening sooner rather than later.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Thank you, Richard. Ross, I think you said there was another question there.

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

Yeah, there's another question here. What are the plans for the unspent monies from the Roc deal?

Rob Campbell
Chair, New Zealand Rural Land Company Limited

The additional funds that we have at the present time are not sort of burning a hole in our pocket, but we do have other relatively small acquisitions under investigation at the present time. But yeah, there's no real reason to, as I say, have that money burn a hole in the pocket, and when we do make acquisitions, they will be value and earnings accretive. Are there any further questions, Ross?

Ross O'Neill
Company Secretary, New Zealand Rural Land Company Limited

Yeah, there was, well, it's just a question related to the technical presentation, which I'll go back to that shareholder, separately. So no, there's no other questions.

Rob Campbell
Chair, New Zealand Rural Land Company Limited

Okay. Thank you. If there aren't, then I declare the meeting closed, and thank you all for your participation and for your continued interest in New Zealand Rural Land Company. Thank you.

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