Letter to those supplying walnuts to A Cracker of a Nut

Season’s greetings.

As you will know, in May 2015 the business of A Cracker of a Nut was purchased by a new co-operative company, Walnuts New Zealand Co-operative Limited. The co-op is now ready to invite suppliers to take up shareholding. This email is to let you know about this progress and give you the opportunity to consider investing in the co-op.

The share offer and supporting information will be available from Wednesday 23 December on the public Offer Register, www.business.govt.nz/disclose, and we are sending a copy of the Product Disclosure Statement (PDS) by post to those who registered interest and to the larger suppliers on our database.

Growers who have supplied 2,000 kg or more of walnuts in their maximum year of supply are required to purchase shares in order to sell their walnuts to the Co-operative (unless otherwise determined by the Board). Growers who have always supplied less than 2,000 kg annually may choose to buy shares but do not have to. The walnut payment schedule for non-shareholders may be lower than that for shareholders.

If you would like to purchase shares in proportion the volume of walnuts supplied, and do not receive a copy of the PDS through the mail, then please either view the PDS and related documents on the www.business.govt.nz/disclose website, or request a copy of the PDS be sent to you.

The directors of Walnuts NZ Co-operative Ltd are holding a walnut suppliers’ meeting to be held on Sunday 17 January, at the factory, at 5.00 pm. The meeting will include an opportunity of a tour of the factory. If you wish to ask questions of clarification regarding this PDS and the operation of the Co-operative, you are welcome to attend and put your questions to the directors. For suppliers elsewhere in New Zealand, or for those who cannot attend the meeting, please feel free to contact one of the directors directly. Please note that the directors cannot provide financial advice, or advice on your choice to buy shares in Walnuts NZ Co-operative. You should consult your own financial or legal advisers if you require assistance with these matters.

Information about Walnuts NZ Co-operative can be found on the Companies Office website at www.business.govt.nz/companies and on our own website at walnutsnz.co.nz. You can obtain the supporting documents from the Offer Register at www.business.govt.nz/disclose (click on ‘Search offers’ then search using offer number OFR10376 or the name of our co-op).

Kind regards,

The directors of Walnuts NZ Co-operative Ltd:
Colin Prebble [Chair]
Frank Brenmuhl [Deputy Chair]
Andrew Horsbrugh
Nelson Hubber
Basil Meyer
Graeme Nicholas
Heather North [Share Registrar]

Well, it turned out we needed to change some things in the constitution to fit with the soon to be published Product Disclosure Statement. We have posted the new constitution on the website – here.

Have a look at the current update from the Board of Directors: here.

The Acting Chair of the board, Frank Brenmuhl, has prepared an update on the co-op and the work of the board. It is being sent out to all interested parties. You can read it here.

Walnut growers will be able to buy shares in Walnuts NZ Co-op once the Board sends out the Product Disclosure Statement (PDS) that we are currently preparing.

PDS is the new name (and new format) for what used to be called a Prospectus. It tells you all about Walnuts NZ Co-op, and how the share structure works, and includes an application form for you to fill in with your share application. When we send out the PDS, we will also send out a statement of your maximum walnut supply to date, so that you will know how many shares you need to buy.

We now have the PDS to the stage of a final draft, and it is currently undergoing legal review.

There will be some technical details we need to finalise, and then it will be checked by the Financial Markets Authority. After that, we will publish it on-line, and we will also be in contact by post.

In the meantime, the directors have already purchased their required numbers of shares in Walnuts NZ Co-op (based on their maximum supply to date). This is so the new company has sufficient funds to get started with, until the PDS can be made available to all supplying growers. Shares are being issued at $2.75 per share. Share purchases by the directors total over 55,000, equating to an investment of over $150,000 in the new co-op.

The board is delighted to announce the appointment of a new General Manager. There were several strong applicants for the position, and after short-listing and interviews the board has appointed Mr Shane McKenzie to the position. Shane will begin work toward the end of this month and will be full time. Shane comes with a wealth of experience as a manager in food processing companies and is keen to learn the walnut trade. The board is looking forward to working with Shane to lead the business and realise our vision for growth.

As all walnut growers will be only too aware, April is a very busy month. For board members the month has involved both managing their own harvest (and for most, a day job) and completing all the necessary negotiations and decisions to take on the running of A Cracker of a Nut on 1 May.

Last night was a big night. The board meeting ran from 7pm till after 11pm and put the finishing touches to the constitution of the co-op, dealt with critical issues for the hand-over. Each board member has been putting in long hours for some time. Key work has been:

• preparing the constitution and registering the company
• preparing a ‘Product Disclosure Statement’ so that suppliers will be well informed about their investment in the company
• preparing employment agreements for all the staff
• finalising the purchase and sale agreement with Malcolm and Jenny
• setting up new accounting and administrative systems
• becoming familiar with all aspects of the processing
• working with Jenny and Malcolm to make the transition practical and smooth for all
• advertising, interviewing and appointing a general manager for the co-op

We hope to announce our new general manager within the next few days.

Meanwhile, there is an impressive flow of nuts arriving at the factory for the new season and this will provide a strong basis for our first year of trading. We are told that the quality of nuts is very good this year, which will help improve profitability.

The board has worked with A Cracker of a Nut to modify the terms and conditions of supplying nuts this season. The relevant documents are available – here.

The board has begun to advertise for a manager for the new company.

As the Manager of Walnuts NZ Limited you will be a leader, an energetic, talented individual who will understand all aspects of managing a business in NZ with proven skills in staff management, marketing and ideally manufacturing. You will report through to the Walnut NZ Board. Key responsibilities include staff management, marketing and customer care, regulatory compliance, asset management, managing and optimising production, managing balance between product margins and market share, procurement, budgets, forecasts, management reporting, business analysis, capital project management and strategic planning.

To find out more, see the full advertisement – General Manager Position