26 Nov

AGM Presentation

ANNUAL GENERAL MEETING PRESENTATION DUXTON BROADACRE FARMS This presentation was prepared by Duxton Capital (Australia) Pty Ltd [ACN : 164 225 647 ; AFSL no . 450218 ] (“DC Australia”) as Investment Manager on behalf of Duxton Broadacre Farms Limited [ACN 129 249 243 ] (“Duxton Broadacre Farms” or “DBF”) . The content of this presentation is intended only as a source of general information and is not the basis for any contract to deal in, or an offer of, any security . Information from this presentation must not be issued in any jurisdiction where prohibited by law and must not be used in any way that would be contrary to Australian law or regulation . Specifically, this presentation shall not be construed as the making of any offer or invitation to anyone in any jurisdiction in which such offer is not authorised or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such an offer . Particularly, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any US person . This presentation is not intended to contain financial product advice as defined in the Act . This presentation is not intended to influence any person in making a decision in relation to investing in DBF . This presentation does not take into account the investment objectives, financial situation or needs of any particular investors . No person should base their decision to invest in DBF solely on the information in this presentation . Permitted Investors should consider the suitability of an investment in DBF in view of their financial position and investment objectives and needs and should consult their professional advisors accordingly . No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this presentation . The forecasts and/or sensitivity analyses provided are based upon DC Australia’s and DBF’s opinion of the market as at the date of this presentation and are subject to change, dependent on future changes in the market . Any prediction, projection or forecast on the economy, stock market, bond market, any commodity or the economic trends of the markets is not necessarily indicative of the future or likely performance . Investments are subject to risks, including possible loss of principal amount invested . The value of interests in the securities discussed in this presentation and any derived income may fall as well as rise . Past performance or any prediction or forecast is not necessarily indicative of future performance and returns are not guaranteed . To the extent permitted by applicable law, none of DC Australia or Duxton Broadacre Farms, their respective affiliates, or any officer or employee of DC Australia or Duxton Broadacre Farms accepts any liability whatsoever for any direct or consequential loss arising from any use of this presentation or its contents . FINANCIAL DATA All references in this presentation to “ $ ” are to Australian currency, unless otherwise stated . A number or figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding . Accordingly, the actual calculation of these figures may differ from the figures set out in the presentation . Disclaimer Contents Chairman’s Address Operational Update The Team Resolutions Q&A Contacts DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 3 The Duxton Broadacre Farms Team DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 4 ED PETER Chairman of the Board STEPHEN DUERDEN Non - Executive Director MARK HARVEY Independent Director / Deputy Chair WADE DABINETT Independent Director AMANDA RISCHBIETH Independent Director KATELYN ADAMS Company Secretary BRYAN GOLDSMITH General Manager DBF Board of Directors Key Management Personnel ANDREW GARLAND Operations Manager JASON KELLAHAN Timberscombe Farm Manager DUSTIN KEMP Livestock Manager Today’s Agenda DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 5 Items of Business • For Consideration : The Financial Reports of the Directors and Auditors • Resolution One : Adoption of the Remuneration Report • Resolution Two : Re - election of Ed Peter as Director • Resolution Three : Election of Amanda Rischbieth as Director • Resolution Four : Issue of shares to Wade Dabinett • Resolution Five : Issue of shares to Mark Harvey • Resolution Six : Issue of shares to Amanda Rischbieth • Resolution Seven : Approval of additional 10 % placement capacity • Resolution Eight : Change of Company name to Duxton Farms Shareholder Participation • When registering this morning, attendees should have received a BLUE , PINK or WHITE card . If you have not received a card, please go to the registration desk . • Only those holding BLUE or PINK attendee cards are entitled to speak or ask questions at today’s meeting . If you received a BLUE card, this will be used for voting in the polls . Chairman’s Address DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 6 Duxton Broadacre Farms (“DBF”) The Company actively manages an aggregation of broadacre farms in Australia . Risk is mitigated and returns are optimised through ownership of water entitlements (securing water supply), through geographic and commodity diversification, and through a mix of both dryland and irrigated cropping . DBF seeks to provide investors with direct exposure to agriculture, to act as an inflationary hedge, and with a low correlation to traditional assets . Key Information Current Share Price $1.66 per share (31 Oct 2021) Current shares on issue 43.3 million (31 Oct 2021) Current Market Cap $71.9 million (31 Oct 2021) Net Assets (30 June 2021) $125.9 million (statutory) $132.1 million (fair value) ASX Code DBF Investment Manager Duxton Capital (Australia) Pty Ltd DBF NSW Aggregation • 22,882 hectares owned • 3,153 hectares developed to irrigation • 10,035 ML water entitlements owned • 6,798 ML water entitlements leased Chairman’s Address The 2020 / 21 Season • DBF experienced excellent growing conditions, with high rainfall and mild temperatures . • Operations Team harvested 60 , 470 tonnes of winter crop, up 301 % from the previous season . • Agricultural commodities performed very well over the season, which translated directly into top - line growth . • DBF redeployed capital from the Boorala sale to expand the NSW portfolio, but remains committed to diversifying its exposure to different geographies and commodities in the medium - term . • The Company ended the 2020 / 21 season with a larger physical footprint and expanded irrigatable capacity . • The team were able to overcome a number of operational challenges to finish the year well . 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 Wheat Barley Chickpeas Yield (t/ha) Production (tonnes) DBF Historical Production and Yield Production 2019/20 (t) Production 2020/21 (t) t/ha 2019/20 t/ha 2020/21 DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 7 Chairman’s Address Financial Performance 0 100 200 300 400 500 600 700 800 -5 0 5 10 15 20 FY2018 FY2019 FY2020 FY2021 Rainfall, mm Millions AUD Operational Results and Forbes Annual Rainfall Revenue Profit Forbes Rainfall Forbes Long-term Average Rainfall 1.50 1.75 2.00 2.25 50 75 100 125 FY2018 FY2019 FY2020 FY2021 Fair Value NAVPS Gross Asset Value (millions AUD) Growth of Gross Asset Value and Fair Value NAVPS Gross Land Value Gross Fair Value Water Fair Value NAVPS $’000s FY2021 FY2020 Change Revenue 17,841 10,673 +67% Gross Profit 8,573 1,185 +623% NPAT 1,406 (1,466) +196% Total Comprehensive Income 14,436 1,700 +749% $’000s FY2021 FY2020 Change Statutory Gross Assets 125,900 111,182 +13% Statutory Land Assets 99,360 90,715 +10% Fair Value Water Assets 12,860 9,790 +31% Fair Value NAVPS 2.14 1.82 +18% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 8 DBF Hectares Planted of Major Crops Crop 2021/22 2020/21 2019/20 Wheat Ha 8,547 9,590 1,513 Barley Ha 3,538 3,121 7,646 Chickpeas Ha 3,028 3,240 1,918 Canola Ha 1,158 156 812 Cotton Ha 265 165 390 Chairman’s Address Company Outlook • The current season has been exceptionally wet, which has created issues around flooding and waterlogging . • The Operations Team have done a fantastic job of floodproofing the properties to the maximum extent possible, and the DBF aggregation has avoided the worst of the flooding so far . • The Company planted over 15 , 000 hectares of winter crop, which it will look to harvest over the coming months . • Due to uncertainty around the size of the crop, the Board has decided not to pay a second dividend at this time . • Farmland values have continued to appreciate rapidly throughout FY 2022 , which the Company views as a vindication of its original thesis . • The Company is working to increase its ESG performance across the board, but has a particular focus on environmental sustainability . • DBF is actively exploring opportunities to diversify its geographic footprint and commodity mix . DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 9 Operational Update DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 10 • Major flooding has occurred in the Lachlan Valley, all staff and livestock are safe and DBF’s farms have not been impacted in any significant manner to date . • Harvest has been mostly delayed due to wet conditions, although indicatively yields look comparable with last year . • The Company planted less cotton than initially budged due to wet conditions, although any land not planted this year can be planted next year . • The wetter - than - average year has resulted in lower water usage across all irrigated crops, and the Company’s water position is extremely secure . • Price and quality of livestock produced has been exceptional, DBF has approximately 10 , 000 head of sheep and 1 , 600 head of cattle, and plenty of high biomass feed . • The staff have done an excellent job, and are to be commended for their efforts . • Despite ongoing challenges, the Operations Team is very excited for the coming season . Today’s Agenda DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 11 Items of Business • For Consideration : The Financial Reports of the Directors and Auditors • Resolution One : Adoption of the Remuneration Report • Resolution Two : Re - election of Ed Peter as Director • Resolution Three : Election of Amanda Rischbieth as Director • Resolution Four : Issue of shares to Wade Dabinett • Resolution Five : Issue of shares to Mark Harvey • Resolution Six : Issue of shares to Amanda Rischbieth • Resolution Seven : Approval of additional 10 % placement capacity • Resolution Eight : Change of Company name to Duxton Farms Shareholder Participation • When registering this morning, attendees should have received a BLUE , PINK or WHITE card . If you have not received a card, please go to the registration desk . • Only those holding BLUE or PINK attendee cards are entitled to speak or ask questions at today’s meeting . If you received a BLUE card, this will be used for voting in the polls . For Consideration: The Financial Reports of the Directors and Auditors For Consideration The Company’s Annual Report for the period ended 30 June 2021 was released on the 30 th of August 2021 . The Annual Report is available for download from the Company’s online Investor Centre, which is found at the following web address : https : //www . duxtonbroadacre . com/investor - centre We note that Mr Darren Hall, representing DBF’s auditor Deloitte, is present today to address any questions surrounding the audit . DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 12 Resolution One: Adoption of the Remuneration Report To consider, and if thought fit to pass, the following resolution as a non - binding resolution : “To adopt the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2021 “ Pursuant to section 250 R( 3 ) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company . Vote Type Voted Proportion of Voted Proportion of All Securities For 19,426,497 99.18% 44.73% Against 149,261 0.76% 0.34% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 1,500 N/A 0.00% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 13 Resolution Two: Re - Election of Director – Edouard Peter To consider, and if thought fit to pass, the following resolution as an ordinary resolution : “Pursuant to Article 49 of the Company’s Constitution and Listing Rule 14 . 4 and for all other purposes, Ed Peter, who retires by rotation and offers himself for re - election, is re - elected as a Director of the Company . ” Vote Type Voted Proportion of Voted Proportion of All Securities For 12,421,389 63.87% 28.60% Against 7,015,628 36.07% 16.15% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 140,241 N/A 0.32% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 14 Resolution Three: Election of Director – Amanda Rischbieth To consider, and if thought fit to pass, the following resolution as an ordinary resolution : “That, for the purposes of Listing Rule 14 . 5 and all other purposes, Amanda Rischbieth, who having been appointed as a Director of the Company on 26 November 2020 in accordance with clause 49 of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company . ” Vote Type Voted Proportion of Voted Proportion of All Securities For 19,435,517 99.94% 44.75% Against 0 0.00% 0.00% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 141,741 N/A 0.33% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 15 Resolution Four: Approval of Issue of Equity Securities to Wade Dabinett To consider, and if thought fit to pass, the following resolution as an ordinary resolution : “That, for the purposes of Listing Rule 10 . 11 and for all other purposes, Shareholders approve the grant of up to 19 , 374 Shares to Mr Wade Dabinett (or his nominee) on the terms and conditions set out in the Explanatory Statement . ” Vote Type Voted Proportion of Voted Proportion of All Securities For 19,426,497 99.89% 44.73% Against 9,020 0.05% 0.02% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 141,741 N/A 0.33% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 16 Resolution Five: Approval of Issue of Equity Securities to Mark Harvey To consider, and if thought fit to pass, the following resolution as an ordinary resolution : “That, for the purposes of Listing Rule 10 . 11 and for all other purposes, Shareholders approve the grant of up to 19 , 374 Shares to Mr Mark Harvey (or his nominee) on the terms and conditions set out in the Explanatory Statement . ” Vote Type Voted Proportion of Voted Proportion of All Securities For 19,426,497 99.89% 44.73% Against 9,020 0.05% 0.02% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 141,741 N/A 0.33% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 17 Resolution Six: Approval of Issue of Equity Securities to Amanda Rischbieth To consider, and if thought fit to pass, the following resolution as an ordinary resolution : “That, for the purposes of Listing Rule 10 . 11 and for all other purposes, Shareholders approve the grant of up to 11 , 518 Shares to Dr Amanda Rischbieth (or her nominee) on the terms and conditions set out in the Explanatory Statement . ” Vote Type Voted Proportion of Voted Proportion of All Securities For 19,427,997 99.89% 44.74% Against 9,020 0.05% 0.02% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 140,241 N/A 0.32% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 18 Resolution Seven: Approval of Issue of Equity Securities for the Purpose of ASX Listing Rule 7.1A To consider, and if thought fit to pass, the following resolution as a special resolution : "That, for the purposes of Listing Rule 7 . 1 A and for all other purposes, the issue of Equity Securities up to 10 % of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7 . 1 A . 2 , be approved on the terms set out in the Explanatory Statement . " Vote Type Voted Proportion of Voted Proportion of All Securities For 12,410,369 63.35% 28.58% Against 7,166,889 36.59% 16.50% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 0 N/A 0.00% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 19 Resolution Eight: Change of Company Name To consider, and if thought fit to pass, the following resolution as a special resolution : "That for the purposes of sections 157 ( 1 )(a) and 136 ( 2 ) of the Corporations Act 2001 ( Cth ) and for all other purposes, approval is given for the name of the Company to be changed to Duxton Farms Limited, and for all references to the Company’s name in the Constitution of the Company to be replaced with Duxton Farms Limited . " Vote Type Voted Proportion of Voted Proportion of All Securities For 19,433,172 99.93% 44.75% Against 2,345 0.01% 0.01% Open - Usable 10,484 0.06% 0.02% Board 8,984 0.05% 0.02% Non - Board 1,500 0.01% 0.00% Open - Cond 0 0.00% 0.00% Open Unusable 0 N/A 0.00% Abstain 141,741 N/A 0.33% Excluded 0 N/A 0.00% DUXTON BROADACRE FARMS AGM PRESENTATION PAGE 20 Contents Chairman’s Address Operational Update The Team Resolutions Q&A Contacts Duxton Capital (Australia) Pty Ltd Duxton House, 7 Pomona Road, Stirling SA 5152 Ph: +61 8130 9538 / www.duxtonam.com / enquiries@duxtonam.com Bridget Johnson Duxton Capital (Australia) Business Development bridget.johnson@duxtonam.com +61 475 045 434 +61 8 8130 9500 Sam Venning Duxton Capital (Australia) Business Development sam.venning@duxtonam.com +61 432 909 084 +61 8 8130 9533 Will Brennan Duxton Capital (Australia) Portfolio Manager | Investments will.brennan@duxtonam.com +61 450 160 005 +61 8 81309500 Key Contacts
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