Fonterra Shareholders' Fund Prospectus and Investment Statement

ASX accepts no responsibility for the contents
of this Offer Document and the Additional
Australian Information or for the merits
of the investment to which this Offer
Document and the Additional Australian
Information relate. Admission to the official
list of ASX and quotation of the Units on
ASX are not to be taken as an indication of
the merits, or as an endorsement by ASX,
of the Fund or the Units.
Initial quotation of the Units on the NZX Main
Board and ASX (on a deferred settlement
basis) is expected to occur on 30 November
2012 under the ticker code “FSF”.
The Fund will bear a “Non Standard”
designation on the NZX Main Board to reflect
the Fund’s governance arrangements and
Unit Holder restrictions.
Who is involved in
PROviding it for me
Unit trust
The name of the unit trust in which Units are
being offered is the Fonterra Shareholders’
Fund.
Manager
The Manager of the Fund is FSF Management
Company Limited. The Manager can be
contacted at its registered office at 9 Princes
Street, Auckland, New Zealand.
The Manager is the issuer of the Units for the
purposes of the Securities Act.
Directors of the Manager
The directors of the Manager as at the date of
this Offer Document are as follows:
John Bruce Shewan (Chairman)
Philippa Jane Dunphy
Kimmitt Rowland Ellis
Sir Ralph James Norris
Jim William van der Poel
Both Sir Ralph Norris and Jim van der Poel are
also directors of Fonterra. The three other
directors are Independent Directors for the
purposes of the NZSX Listing Rules.
Detailed information about the Board of the
Manager is contained in Section 2 –
Governance Framework.
Trustee
The Trustee is The New Zealand Guardian
Trust Company Limited. The Trustee can be
contacted at its registered office at Level 7,
Vero Centre, 48 Shortland Street, Auckland,
New Zealand.
Pursuant to section 16(1) of the Securities
Trustees and Statutory Supervisors Act, the
Financial Markets Authority granted the
Trustee a licence to (among other things) act
as a trustee in respect of unit trusts. That
licence expires on 16 March 2018.
Promoters
Fonterra Co-operative Group Limited is a
Promoter of the Offer. Fonterra can be
contacted at its registered office at 9 Princes
Street, Auckland, New Zealand.
Each director of Fonterra is also a Promoter
of the Offer (other than where a director
of Fonterra is also a director of the Manager).
As at the date of this Offer Document,
the names of the directors of Fonterra who
are not also directors of the Manager are
as follows:
Malcolm Guy Bailey
Ian James Farrelly
Sir Henry van der Heyden
David Alexander Jackson
David Nigel Macleod
John Anthony Monaghan
Nicola Mary Shadbolt
John Anthony Waller
Ralph Graham Waters
John Speer Wilson
Names and addresses
The above stated names and addresses
(where given) of the Manager, the Trustee
and the Promoters are current as at the date
of this Offer Document, but are subject to
change. The current names and addresses
may be obtained free of charge at any time
by searching the public register maintained
by the Companies Office of the Ministry of
Business, Innovation and Employment on its
website at www.business.govt.nz/companies.
Activities of the Fund
The Fund was established as a unit trust
under the Unit Trusts Act, under a Trust Deed
dated 23 October 2012. The Fund will elect to
be a “foreign investment variable-rate PIE” for
New Zealand income tax purposes. Other
than in connection with preparing for the
Offer, the Fund has not undertaken any
activities since it was established.
How much do I pay
The Final Price
The price per Unit payable by investors to
subscribe for Units will be the Final Price.
As at the date of this Offer Document, the
Final Price is yet to be determined.
The Final Price will be determined by
Fonterra. A bookbuild process, managed by
the Joint Lead Managers, will be used to
assess investor demand for the Units and
assist Fonterra to determine the Final Price.
Under the bookbuild process, selected
Institutional Investors and NZX Firms will be
invited to submit bids for Units. Fonterra has
set an Indicative Price Range of $4.60 to
$5.50 per Unit. However, Fonterra reserves
the right to set the Final Price within or
higher than the Indicative Price Range.
The Final Price is expected to be announced
to NZX on 27 November 2012. All Applicants
will be required to pay the Final Price, per
Unit subscribed for. Full details of the Offer
and the bookbuild process through which the
Final Price will be set are set out in Section 8
– Details of the Offer.
Applications to subscribe for Units must be
made on the relevant Application Form and
completed in accordance with the
accompanying instructions.
Broker Firm Offer
The Broker Firm Offer is open to persons with
a registered address in New Zealand who
have received an allocation from a NZX Firm.
Applicants under the Broker Firm Offer
should make payments in accordance with
the directions of the NZX Firm from whom
they received an allocation. Cheques should
be crossed “Non Transferable” and made out
to “Fonterra Shareholders’ Fund Offer”.
Applicants under the Broker Firm Offer must
send the completed blue Broker Firm Offer
Application Form and Application Monies to
the NZX Firm who provided the allocation so
as to be received in time to enable them to
be forwarded to and received by the Unit
Registrar by 5.00pm on 21 November 2012
(being the Broker Firm Offer Closing Date).
Stakeholder Offer
Friends of Fonterra Offer
The Friends of Fonterra Offer is open to
Farmer Shareholders with a valid “Farm / Party
number” as at 26 October 2012, Fonterrasupplying
sharemilkers with a valid “Farm /
Party number” as at 26 October 2012, Fonterra
New Zealand and Australian permanent
employees and Ex-Farmer Shareholders.
FONTERRA SHAREHOLDERS’ FUND PROSPECTUS AND INVESTMENT STATEMENT 15