Share alignment

Zespri is committed to helping increase the number of growers who are shareholders and aligning the grower shareholder ratio which is measured against production. This is a key driver of our Shareholder Alignment project which is focused on strengthening grower ownership of Zespri.

Loyalty as Shares and Dividends as Shares

Following support from the Industry Advisory Council (IAC) as part of our Industry Alignment framework, Zespri is proceeding with two initiatives to improve grower ownership of Zespri. 
 

  • Loyalty as Shares (LaS) : Eligible growers will be offered the opportunity to receive their June loyalty payment (relating to our 2024 harvest season) as shares. 
  • Dividends as Shares (DaS) : Eligible growers will have the ability to reinvest their dividend payments as shares. 
Group of four people standing in field talking

Opting in for Loyalty as Shares (LaS) or Dividends as Shares (DaS)

All current Zespri shareholders will receive a 60-day notice (including the offer documents) which will be sent by Computershare Investor Services to the communication preference held by Computershare. Any non-shared grower will receive an email from Zespri (with the offer documents) or can view these on this page from 1 May 2025.

Once the offer period opens, applications to opt-in to LaS and DaS will need to be submitted online via the Industry Portal. The offer period will be open from 8.00am on Thursday 22 May until 5.00 pm on Friday 6 June 2025 (these dates are current as at the date of publication but could change). To help growers through the application process, user guides have been developed and can be found below in the “ help and support” section of this page.

The LaS and DaS initiatives will be available each year from 2025 and are designed to provide growers with an opportunity to become a shareholder or increase their shareholding without requiring significant one-off payments. This is done by giving you the option to divert money owed to you by Zespri into Zespri shares, eliminating the need to go through lengthy AML processes to open accounts with Brokers or having to find an off-market seller.

To help growers make an informed decision on whether to buy Zespri Group Limited shares a Product Disclosure Statement (PDS) is available for growers to view below and on the Companies Office website here, by searching for offer number OFR13848.  

Please see proposed timeline below for more details.  

Loyalty as Shares (LaS)

From 22 May 2025 eligible growers will have the option to opt-in to LaS.

To be eligible to participate in LaS you must:

  • have supplied Zespri with a 2024 crop as per your Schedule 5 Supply Agreement;
  • be due the Loyalty payment;
  • be a current producer;
  • be a resident in New Zealand;
  • have a valid lease with at least 12 months to expiry  (if a leaseholder arrangement is in place) and have provided a copy to Zespri; and
  • have the available headroom to acquire more shares. 

Under the revised loyalty agreement, the loyalty premium will be calculated across Free on-Board Stowed (FOBS) trays, but paid across all trays submitted. This has the effect of spreading the premium and the fruit loss risk across all trays that make it into submit.

While the impact on average is very small, paying on submit trays has a greater proportional impact on growers who ship later and who have much higher fruit loss percentage than the season average. This revision does not change the total value of loyalty paid out and was agreed by the Industry Advisory Council in February 2024 for loyalty payments from January 2025.

Read more on the Loyalty Payments page.

As part of our work supporting the Loyalty as Shares (LaS) initiative, all loyalty payments from 2025 will be made directly from Zespri to Growers’ nominated bank account, rather than being paid from your post-harvest entity as most have done in the past.

Due to these changes, we now require growers' bank account details, even if you do not intend on opting-in for either of these initiatives.

Key takeaways are:

  • Growers will now get their Loyalty payments directly from Zespri
  • Growers will have the choice to opt-in to take June Loyalty payment as Shares or continue to receive them as cash payments.

Some growers have already supplied Zespri with their bank details. If you have, you will need to verify we have the right account details for your entity. If you haven’t had a direct payment from Zespri, we will need to collect your bank account and GST details to ensure we have time to pay your first loyalty rebate in January 2025. You will need to provide proof of your bank account details. Confirmation of Bank accounts should include the ACCOUNT NAME and ACCOUNT NUMBER (e.g. MJ Family trust. We will not accept the name being the “everyday account”.

Zespri will store your details securely in our system, in accordance with our privacy policy which you can view at https://www.zespri.com/en-NZ/privacypolicy.

At this stage of the process, the only thing that you need to do is update your bank account details and GST numbers via the Industry Portal.

Please refer to instructions linked below for how to update or verify your bank account details. 

Dividends as Shares (DaS)

From 22 May 2025 eligible growers will also have the option to opt-in to DaS.

To be eligible to participate in DaS you must:

  • Zespri shareholders who are still current producers (owners or lessees of land in New Zealand on which kiwifruit is grown for supply to Zespri);
  • be a resident in New Zealand; 
  • have a valid lease with at least 12 months to expiry  (if a leaseholder arrangement is in place) and have provided a copy to Zespri; and 
  • have a valid lease with at least 12 months to expiry  (if a leaseholder arrangement is in place) and have provided a copy to Zespri; and 
  • have the available headroom to acquire more shares.  

This is commonly known as a Dividend Reinvestment Plan which allows shareholders to have their dividend reinvested in additional shares rather that receiving the dividend as a cash payment. 

The ‘strike price’ for LaS and DaS, which is the price that the shares are transacted at will be set by the Zespri Board after receiving an independent share valuation by a third party valuer Northington Partners.

At this stage of the process, nothing further is required from you until the offer documents are issued on 1 May 2025, however, we recommend you familiarise yourself with the proposed timeline and the additional resources to help you through this process in May this year.  When the offer documents are issued on 1 May 2025 you can consider the offer documents, seek professional advice and make an informed decision on whether you wish to opt-in to either LaS and/or DaS. 

Timeline:

Subject to change. See timeline below or download here. 

1 May 2025

60-day notice sent to Shareholders and offer documents available on Canopy.

21 May 2025

Board announces indicative share price range based on independent valuation.

8am, 22 May - 5pm, 6 June 2025

Zespri LaS/DaS offer period. Applications open via the Industry Portal. Eligible growers may opt-in to LaS and/or DaS.

13 June 2025

Loyalty Payment 2 (cash payment for those not opting into LaS).

18 June 2025

Strike price announcement date based on independent valuation.

8am, 19 June - 5pm, 26 June 2025

Opt-out window - Growers can opt-out of the LaS and/or DaS if they have opted in previously but don’t like the strike price, or if they wish to leave LaS and/or DaS for any other reason.

30 June 2025

Loyalty payment (cash payment for those that have opted into and then opted out of LaS). The GST component and rounding remainder will also be paid on this date for those that have opted-into LaS. 

Late June 2025

Decision on whether to proceed with a buy-back once LaS and DaS share numbers are confirmed.

5pm, 4 July 2025

Dividend record date (2 weeks prior to dividend payment). This is a snap shot in time of the Zespri share register which determines eligibility for the dividend.

11 July 2025

Zespri issues shares under LaS to those who have opted-in.

18 July 2025

Zespri issues shares under DaS to those who have opted-in and pays cash dividend to those who haven’t opted-in.

Between late August and September 2025

Proposed time range for buy-back to take place.

Additional Resources

Below you can find all the resources created to help guide you through the LaS and DaS process and a place to review some commonly asked questions.

FAQ's

Why is share alignment so important? 

Aligning the commercial interests of growers will help us to make more positive decisions to create value for growers, to respond faster to challenges, and will mean more growers have a say in the direction of Zespri and the industry and will help to keep the industry together, ensuring the Single Desk continues to work for all growers. 

 

Is there a target in terms of improving grower shareholding in Zespri? 

Yes, we’ve set ourselves three targets. As part of our goal to improve the number of New Zealand growers owning Zespri shares, we’ve set a target of having at least 75 percent of New Zealand growers as shareholders by 2030. We also want to improve alignment, and want at least 60 percent of  New Zealand growers to hold shares at a ratio of between 0.5 and 2.0 shares per tray of production by 2030. As part of our efforts to minimise shareholder dilution, we’ve also set a target for the percentage of dry shares, and shares above the 6:1 cap, to be below five percent by 2028.

 

If alignment is important why didn’t you make LaS mandatory for unshared growers? 

Our conversations with growers over the last few years showed there is very little support for any compulsion for share ownership. Growers value choice and have competition for their capital so said the decision needs to be theirs.

Who is eligible to opt-in to LaS? 

To be eligible to participate in LaS you must meet the below criteria:

  • Be a current producer (owner or lessee) of land in New Zealand on which kiwifruit is grown for supply to Zespri,
  • Supplied Zespri with a 2024 crop as per your Schedule 5 Supply Agreement (been the titleholder of the fruit), 
  • Are due the Loyalty payment, 
  • Be resident in New Zealand, 
  • Have a valid lease with at least 12 months to expiry (if a leaseholder arrangement is in place) and, 
  • Have the available headroom to acquire more shares. 

 

My entity previously pooled loyalty payments so I’m not exposed to fruit loss risk. What happens now?  

Many supply entities had pooling arrangements in place to mitigate the impacts of fruit loss on loyalty entitlements. This was because only trays supplied FOBS (‘over the wharf’) are entitled to a loyalty rebate.   Later shipped growers especially have more fruit loss which means fewer trays earn a loyalty rebate. Pooling loyalty payments addressed this risk. From 2025, the loyalty payment will be paid directly to growers (whether you’re taking cash or opting to take shares for the second instalment). Under the revised loyalty agreement the loyalty premium will be calculated across FOBS trays, but actually paid across all trays submitted. This has the effect of spreading the premium and the fruit loss risk across all trays that make it into submit. 

 

Why is the LaS opt-in at a Grower number level? 

Because we pay the loyalty at a Grower number level, we use this same mechanism for eligibility of who can opt-in. If you are due the final instalment loyalty payment because you submitted Zespri with the 2024 crop, your entity (if still meeting the eligibility criteria) will have the option to take that money owed as shares. This allows some growers who have multiple KPINs and/or multiple grower numbers the option to opt-in all or only some of their grower numbers providing them flexibility of choice. 

 

Why is LaS only available on the June portion of the loyalty, not the whole loyalty premium? 

Share issues are an onerous and expensive exercise with multiple communication requirements. In the interests of simplicity and efficiency we intend to complete loyalty and dividend share issues once annually in July. This means we only need to do one annual independent valuation and can minimise grower communications and management resource requirements. 

Who is eligible to opt-in to DaS?

Existing shareholders who want to apply their dividend payment to the purchase of Zespri shares must meet the below criteria to be eligible to opt-in to DaS: 

  • Zespri shareholders who are still current producers (owners or lessee) of land in New Zealand on which kiwifruit is grown for supply to Zespri), 
  • Be resident in New Zealand, 
  • Have a valid lease with at least 12 months to expiry  (if leaseholder arrangement is in place) and, 
  • Have the available headroom to acquire more shares. 

 

Will the shares that are issued under the LaS and DaS in July be eligible for the 2025 Dividend? 

Shares issued under the LaS and DaS will not be receiving the 2025 Dividend (the share price you pay for LaS and DaS reflects the ex-dividend strike price). 

 

When would the new shares receive their first dividend? 

From 2025, any dividends will be paid in July each year. New shareholders who receive shares as part of the share issues in 2025 will receive their first dividend in August 2026. As with any share investment, future dividends are not guaranteed.

 

How do imputation credits and withholding tax work? 

Imputation credits allow shareholders to benefit from the income tax that Zespri has already paid. This means Zespri’s profits are not taxed twice when paid to the shareholder. A shareholder can use the imputation credit to reduce the income tax they have to pay on dividends they have received from Zespri. Computershare calculate the tax payable on the dividend payment and withhold this for payment direct to the IRD. The amount of tax withheld will be shown on your dividend statement which is sent by Computershare on payment date.

Will existing shareholdings be ‘diluted’ if new shares are issued in lieu of loyalty payments or dividends? 

Dilution refers to the reduction of ownership percentage of existing shareholders in a company when new shares are issued by the company. As new shares are being issued as part of the LaS and Das initiatives, the ownership percentage of existing shareholders (who do not opt-in to LaS or DaS initiatives) will be reduced. A reduction in ownership percentage may result in:

  • Reduced voting power:  A shareholder whose ownership percentage is reduced may also have reduced voting power in respect of resolutions that require shareholder approval.  However, Zespri’s constitution qualifies normal voting rights.  Under Zespri’s constitution, only a shareholder who owns or leases land on which kiwifruit is produced for supply to Zespri may vote.  A shareholder’s number of votes are calculated based on the lesser of the number of ordinary shares held vs tray production of that shareholder. So a grower shareholder with 50,000 trays and 25,000 shares can vote 25,000 shares. A grower with 50,000 trays and 100,000 shares can vote 50,000 shares.  Therefore a shareholder’s proportional voting rights likely change even if they don’t directly participant in the share issue.  For an interest group resolution, Zespri's constitution specifies that votes are 1 vote per share, regardless of tray production status. So in the case of an interest group resolution, a shareholder whose proportional ownership percentage is reduced will also have reduced voting power.
  • Reduced dividends:  With more shares on issue, it is possible that the dividend payable per share may decrease from that if there were less shares on issue.  The dilutionary impact of the new shares on future dividends will depend on how that new capital funding is utilised, and Zespri may choose in the future to conduct a share buy-back which would lessen the dilutionary impact.

The new shares issued in July 2025 will be issued at a price that the Zespri Board has determined to be fair and reasonable to Zespri and all shareholders, and will be supported by an independent valuation. At the time of issue, as the new capital funding is at a fair price and results in higher Zespri cash holdings, the value of all shares should not be impacted. 

Dilution of share value would occur if the new shares were given away or exchanged for less than fair value.  In those circumstance the value of the company is being “split" more ways with no incoming funds or less than fair value incoming funds. That’s not happening under these initiatives. Growers who opt-in are purchasing their new shares with their loyalty funds or dividends. The new shares are not gifted, the issue of shares is an injection of new capital into Zespri.

 

How are these initiatives good for existing shareholders? 

The intention of share alignment is to align the commercial incentives of growers so we’re better placed to make the right commercial decisions to create value for growers. More growers owning shares in Zespri, and benefitting from both fruit returns and the performance of the corporate and with more control over the future of the industry, is critical to our ability to make positive commercial decisions, to create ongoing value and to respond to challenges. It will help us to build a more resilient business and to ensure the Single Desk continues to work well for growers. 

 

What will Zespri do with the capital injection from loyalty or dividends not paid out?  

Zespri doesn’t really need capital and returns most earnings to shareholders as dividends. To assist in achieving Zespri's alignment aspirations and to reduce the dilutionary effect of LaS and DaS on shareholders, Zespri intends to return some or all funds raised under LaS and DaS to shareholders periodically. This may be via a share buy-back or other appropriate form of capital return. Funds raised under LaS and DaS which are not returned to shareholders are expected to be used to fund Zespri’s growth initiatives.

As a buy-back allows Zespri to re-balance the number of shares on issue, any decision to proceed with a buy-back will depend on the level of uptake for new shares through the LaS and DaS initiatives. For this reason a decision on whether to proceed with a buy-back will be made in late June once the final LaS and DaS share issue numbers are confirmed, as these initiatives provide the funds required to undertake a buy-back. Only then will we be able to confirm whether a buy-back will take place and the terms

of the buy-back offer. Should this proceed, it would most likely take place between late August and September this year. Further updates on any potential buy-back will be communicated through Kiwiflier, Canopy, and other industry channels as soon as it is finalised.

If a buy-back does proceed, the method for deriving a buy-back price will use the same valuation process that will be used for setting the strike price for LaS and DaS, unless a material change occurs to the share price or business operating environment. The maximum number of shares sought through a potential buy-back will reflect the funds raised through the LaS and DaS in July. In other words, the value of the buy-back will likely not exceed the combined funds raised by the LaS and DaS initiatives and may be a lesser amount if the Zespri Board choose to increase the number of shares on issue to more closely match NZ tray production. As any share issue is seeking to improve share alignment rather than seeking to raise capital, the most effective use of these funds is to facilitate the buy-back.

As with any share capital, the funds could be used to:

  • Create additional revenue: The new capital could be invested in projects that return additional profits to Zespri. 
  • Repurchase and cancel existing shares: The capital could be used to fund a share buyback should the Board decide to do one in the future. 
  • Return Capital to Shareholders : Provided certain IRD rules are met, the money raised could be returned to all shareholders. The rules require this is pro-rata arrangement to all shareholders, and that shares are cancelled in proportion to the value returned.

 

Will you be buying back existing shares or issuing new shares? How will you make that decision? 

We intend to issue new shares for the loyalty-as-shares and dividends-as-shares initiatives taking place in 2025. While our plans are still being finalised, Zespri is considering using the capital raised from these share issues to conduct a subsequent share buy-back offer following the 2025 loyalty and dividends share issue. The acquired shares could be cancelled or held as Treasury Stock to be re-issued within 12 months of being acquired. Zespri has obtained a binding ruling from the IRD to ensure that any buy-back proceeds paid to eligible selling shareholders is tax free. Each year, the decision to conduct a buy-back will be made circa June based on the number of shares being issued under the LaS and DaS schemes that year. The proceeds from the LaS and DaS share issues are required to fund any subsequent buy-back. The Board may choose not conduct a buy-back if it wishes to increase the number of shares on issue to better match shares to NZ production.

 

Where do the LaS and DaS shares come from?

Shares are issued by Zespri Group Limited. 

 

Do these shares carry equal voting rights with other Zespri shares? 

Yes. Shares issued under the LaS and DaS initiatives will carry equal voting rights with other Zespri ordinary shares and will have the rights (including voting rights) prescribed under Zespri’s constitution.  Note that Zespri’s constitution qualifies normal voting rights. For a summary of the key features of Zespri’s shares please refer to section 5 of the Product Disclosure Statement available on Canopy here and on the Companies Office website here by searching for offer number OFR13848. 

 

Are there any restrictions on selling these shares? Does a minimum holding time apply? 

There will not be any restriction on selling the shares issued under the LaS and DaS initiatives and no minimum holding time will apply. The shares issued will be the same as any other Zespri ordinary share, as soon as you own the shares you will be free to sell at any time provided a buyer is available and the shares are not on a trading halt.

What is the advantage of opting in to these initiatives rather than simply getting cash and buying shares? 

Growers have highlighted that there is a strong desire to avoid having to make a significant upfront outlay of cash in buying shares. The two options we’ve announced reflect that feedback and are designed to make beginning or increasing Zespri shareholdings easier for growers. Purchasing shares directly from Zespri will also avoid brokerage fees, and does not require additional anti-money laundering compliance checks. 

 

Why should I participate? 

Growers have told us that buying shares is onerous and complicated. Many of you have also said you are busy running your orchards and don't know a lot about buying shares nor have the time to get your heads around it. The upfront cost of buying is also a barrier. LaS and DaS are designed to make it easier to start to buy Zespri shares or to buy more. This is done by giving you the option to divert money owed to you by Zespri into Zespri shares, eliminating the need to go through lengthy Anti-Money Laundering processes to open accounts with Brokers or having to find an off-market seller. 

 

Why should I opt-in? 

We have a separate ‘why invest?’ section on Canopy with more information on the importance of an aligned industry and the benefits of owning shares. That includes explaining the potential benefits of investing in Zespri shares, details around dividends and the importance of your vote to our governance and key decisions at our Annual Meeting which directly affect you. We are owned and controlled by our growers, and believe that being invested in the Company that represents you and your fruit is in the best interest of our industry. You should always seek independent advice and do your own research before making any investment decisions. 

 

When do I need to apply for these initiatives? 

We’re currently working through the implementation plan to support these initiatives. There is nothing for you to do at this stage and you cannot currently apply for the initiatives. 

The offer documents will be available from 1 May 2025 and the opt-in window is open from 8am, 22 May – 5pm, 06 June 2025. More information is available in the timeline on our Share Alignment page.  When the initiatives do proceed, the offers to participate will be made in accordance with the Financial Markets Conduct Act and details regarding the initiatives, including application dates, eligible participants and applicable terms and conditions will be released and clearly communicated to the industry closer to the time. 

 

What is your expectation on uptake of the Loyalty as Shares and Dividend as Shares options? Could the volume of shares be significant compared to normal trading and affect share price? 

We’ve set ourselves three targets. As part of our goal to improve the number of New Zealand growers owning Zespri shares, we’ve set a target of having at least 75 percent of New Zealand growers as shareholders by 2030. We also want to improve alignment, and want at least 60 percent of  New Zealand growers to hold shares at a ratio of between 0.5 and 2.0 shares per tray of production by 2030. As part of our efforts to minimise shareholder dilution, we’ve also set a target for the percentage of dry shares, and shares above the 6:1 cap, to be below five percent by 2028.

With these new initiatives (LaS / DaS / buy-back) Zespri is offering an alternate mechanism to purchasing and selling Zespri shares, in addition to the USX market and off-market options that currently exist. With the introduction of a new trading mechanism, the proportion of trading on the existing mechanisms will reduce. The introduction of an additional mechanism should overall increase share trading liquidity / activity as the ‘friction’ to conduct Zespri share trading is reduced.

 

Can overshared and dry shareholders opt-in? 

No. The LaS and DaS options will be available to growers and shareholders subject to the eligibility criteria above. Shareholders who are over the 6:1 share/tray ratio, and dry shareholders will not be able to participate due to our Constitutional rules. 

 

If I opt-in will I remain opted in for future years?

For LaS, you will remain opted in unless you change your grower number (if this happens you will just need to opt-in under the new grower number the following year), or you choose to opt-out. 

For DaS, you will remain opted-in for future years unless you choose to opt-out. Every year you will have the option to change the percentage participation amount for DaS should you wish. More information on the options will be available from 1 May, however you will be able to choose from either 25, 50, 75 or 100 percent, should you want to invest some or all your dividends into more shares. 

 

I won’t have access to the Industry Portal during the LaS/DaS opt-in period. How will I be able to opt-in?

The offer period will be open for 10 working days, and you will not be able to opt-in before or after that period.  You can log into Canopy and the Industry Portal on your smart phone if you have access to a stable internet connection, but you may find it easier to read on a bigger screen. 

In order to be well prepared, we encourage you to check your access to the Industry Portal as soon as possible and that you can see all the organisations you believe you should be able to. Logging in early ensures you can access the system smoothly and resolve any issues ahead of time, rather than facing potential delays or difficulties when the offer period is open. 

If you are not going to be able to access the Industry Portal during the offer period, then please reach out to the Zespri Shares team to discuss your individual options. You can contact the team via email to shares@zespri.com or by calling 07 572 6402.

Will you offer a discount to market price to incentivise uptake? Will the valuation take this into account? 

There is no plan to offer a discount to the fair and reasonable price of shares. Any discount applied is effectively a cost to existing shareholders.  

 

What is the ‘strike price’ and what is the process for valuing the company? 

The ‘strike price’ is the ex-dividend price that Zespri shares will be sold for under LaS and DaS. This price will be set by the Zespri Board after receiving an Independent Share valuation by a third party valuer Northington Partners. 

 

Is there any guarantee that the strike price is fair?  What if the market price changes after I opt in?  

Zespri Directors are required to sign a resolution when setting the strike price, that it is fair and reasonable to all existing and new shareholders. If a situation arose prior to the shares being issued/repurchased that the strike price was no longer fair and reasonable, then the Board would be required to either amend the strike price, or cancel the applicable share issue/buy-back. If you wish to opt in, you would need to make the decision taking into account all risks, including short term price volatility.

 

Are grower directors who own Zespri shares part of the decision to set a strike price? Is this a conflict? 

Yes, Grower Directors will be part of the decision, but actual or perceived conflicts will be managed. The full board will be involved in the decision. This includes grower directors who can own Zespri shares.  Conflicts on share issues are managed by placing trading halts on directors while they could have information that other shareholders (and potential shareholders) do not have (and sometimes placing all shares into a trading halt until information is available to all). This means directors cannot trade shares while in possession of price sensitive information. The strike price will be set considering an independent valuation.

I want to own the shares in a different entity than the one that gets my loyalty payment  – can I ‘assign’ the shares?  What about assigning to an entity that is not a ‘grower’? 

Zespri shares can only be issued or sold to a current Producer. The Loyalty Agreement is direct with either the Landowner or Lessee (the crop owners supplying to Zespri) so assignment to anyone else is not possible in these initiatives. Dry Shareholder or Overshared Growers will not be eligible to participate in these initiatives due to the constitution rules around ownership of Zespri Shares. 

 

Will these options be available to those who already have more than 1:1, or are overshared 6:1?  Why not restrict to unshared growers? 

The LaS and DaS options will be available to any eligible grower who is currently able to buy shares.  This includes growers who have no shares. 

Shareholders who are over the 6:1 share cap and dry shareholders will not be able to participate because Zespri’s constitution prohibits more shares being issued or sold to these shareholders.

Because we are not a cooperative with compulsory share ownership, there will always be growers who own no shares, and others who own more and less than 1:1.  The share alignment initiative are designed to increase ownership and improve alignment, but will not result in 1:1 alignment for every grower.

My orchard is leased – who gets the option for Las and DaS – the landowner or lessee? 

Under Zespri’s constitution, when an orchard is leased both the landowner and lessee are able to purchase shares. The LaS option will be made available to the party that is entitled to the Loyalty payment which could either be the Landowner or Lessee. Zespri will communicate directly with the entity that has signed up to the Schedule 5 and is contracted to supply their fruit to Zespri. The DaS option will be made available to the Zespri shareholder who is entitled to a dividend. Another consideration is the landowner priority rule which means for a leased orchard, the landowner has priority to own shares, and the lessee is only entitled to any balance of shares available under the 6 shares to 1 tray cap. Please consult with the relevant party if your property is leased to understand the total production cap for that KPIN. 

 

I am the landowner but not the crop owner (lessee). Why am I not entitled to participate in LaS when I am still a grower? 

The LaS initiative is aimed at those growers who are submitting the crop to Zespri and are therefore entitled to receive the June loyalty payment.  The LaS and DaS initiatives are the first wave of changes Zespri is making to improve share alignment. Industry consultation on the next phase of options to improve alignment will take place from June. 

 

How does the landowner priority rule apply (e.g. the landowner is overshared, I’m the lessee and want loyalty/dividend as shares). 

The landowner priority rule means that the landowner has priority to ownership of Zespri shares, and the lessee is only entitled to any balance of shares available under the “6 shares :1 tray” cap for the production off the orchard. There is no change to the landowner priority rule.  This means that if the landowner has exceeded the 6:1 cap the lessee of the orchard will not be able to obtain shares under the LaS or DaS initiatives. In addition, the Lessee may be required to sell their shares after the sanction period if the landowner has purchased additional shares under the LaS/DaS schemes and the orchard in now over the 6:1 cap. If you opt-in and we find you don’t have eligibility to buy shares through LaS or DaS we will communicate this with you.  

Is there a risk that the USX market price is less than the strike price on the share issue date?  

There is always a risk of USX market share price changes over the offer term period.  Typically investors treat shares as a longer term investment – meaning that short term price variations are less relevant than the long term capital growth and dividend income.

 

What risk do I take on by acquiring Zespri shares? 

As with any share, there is always the risk that the share performs worse than expected leading to share price decreases, and/or dividends are not at the level expected.  Nothing about future performance is guaranteed. Zespri Group Limited is a limited liability company.  What this means is that owners of fully paid Zespri shares can lose their investment in the company, but their liability is limited to the amount of their investment.  So shareholders are not ‘on the hook’ beyond the potential to lose the value of their shares.  

Will the LaS be inclusive or exclusive of GST?

Exclusive. GST related to the loyalty will be paid late June with any share rounding remainder.

 

Why is GST being paid out on the LaS? 

The final instalment of the loyalty payment received by growers is actually made up of two parts: the loyalty payment itself, and GST. Under LaS, only the loyalty payment component is used to buy Zespri shares. This allows the grower to receive the GST component in cash, which in most cases will then need to be paid to the IRD (although this depends on the grower's own circumstances). 

 

What is the rounding remainder paid out on the LaS? 

Zespri can only issue full shares. Any part share entitlement will be paid out in cash together with the GST component. 

 

Is receiving dividends as shares better/worse than dividends as cash in terms of tax? 

We are unable to offer advice about your tax situation – but generally we would expect the treatment should be the same as if you’d received the cash – in effect you are receiving the net after tax payment, and then those funds are being applied to a share purchase.  Please see your tax adviser for specific answers about your tax situation.

 

If the shares go up or down in price after they have been issued is this taxable income/loss for me? 

This can’t be answered specifically for you, as it depends on your own circumstances. Generally, for most investors price changes on shares are capital gains/losses and are not treated as income, but if you are a share ‘trader’ in IRD’s view you can be subject to tax on gains. You’ll need to understand your own tax situation.

What are we aiming for? and why does it matter?

Zespri is owned and controlled by growers past and present, however over time we’ve seen the number of growers who own shares drop. We believe it's crucial to align our industry through lifting grower ownership and ensure we can continue to grow in a way that continues to deliver value across the industry.

This alignment will also create a stronger foundation for the industry to make important strategic decisions. Because we are not a cooperative, there is no compulsion for our current growers to own shares, or a requirement for shareholders leaving the industry to sell their shares.

In a perfectly aligned scenario, every grower would be a Zespri shareholder and each grower’s percentage of shares would be the same as their percentage of the total crop supplied.

It’s impossible to achieve perfect alignment figures because the overall crop number and each grower’s production fluctuates.

We aim to keep the number of Zespri shares approximately in line with the average number of New Zealand trays so that the ratio of “shares owned : trays produced” is a workable estimate of a grower’s alignment.

Watch this video to learn more about share alignment, why it matters and what we are doing about it.

Industry-wide consultation

At the moment, around 48% of New Zealand growers currently own Zespri shares. 

In 2023, we undertook industry-wide consultation on Zespri share ownership. We gathered valuable feedback from this process through Shed Talks, share workshops, and surveys, and heard a strong message from growers that better share alignment was important and that there needed to be more information on Zespri shares.

Based on this feedback, we developed a list of potential initiatives to address share alignment that matched with the principles that growers told us were most important. 

These included: 

  • Zespri should be owned and controlled by current New Zealand growers
  • The aspirational level of ownership is 100 percent participation to 1:1 alignment
  • Growers should have the choice to own shares (no compulsion)
  • Encourage share ownership with options that don’t require upfront capital outlay
  • Consider the impact on current shareholders
  • Any share initiative needs to be simple/easy to participate in and understand.
Male and female walking down driveway in front of rural home

 Following the significant industry consultation in 2023, the shareholder alignment programme has established three key goals and targets outlined in the table below which are guiding our work. 

Goals Targets
Improve the percentage of New Zealand growers that own Zespri shares (going wider) At least 75 percent of New Zealand growers are Zespri shareholders by 2030
Improve shareholder alignment (going deeper) At least 60 percent of New Zealand growers hold shares at a ratio of between 0.5 and 2.0 shares per tray of production by 2030
Seek to minimise shareholder dilution, and utilise freshly raised capital to facilitate the buy-back of ‘dry’ and over 6:1 cap shares The percentage of dry shares, and shares above the 6:1 cap, are below five percent by 2028

Support

The Zespri Shares team provides specialised support to the industry on everything shares related. If you have questions about shares or the share structure, please don't hesitate to ask. Email shares@zespri.com or call us on 07 572 6402.