Fonterra Shareholders' Fund Prospectus and Investment Statement

Important
NOTIce continued
Accordingly, the Units to be offered and sold
in the Offer may only be offered and sold to (i)
eligible investors outside the United States
who are not US Persons and are not acting
for the account or benefit of a US Person,
or (ii) to a limited number of Pre-identified
EUSFMs, in each case, in “offshore transactions”
(as defined in Regulation S under the US
Securities Act) in compliance with category 2
of Regulation S under the US Securities Act.
Unless otherwise agreed with the Manager of
the Fund, any person or entity subscribing for
Units in the Offer shall, by virtue of such
subscription, be deemed to represent that he,
she or it is not in a jurisdiction which does not
permit the making to him, her or it of an offer
or invitation of the kind described in this Offer
Document, and is not acting for the account
or benefit of a person within such jurisdiction.
None of the Manager of the Fund, Fonterra,
Fonterra’s subsidiaries, the Trustee, the Joint
Lead Managers or any of their respective
directors, officers, employees, consultants,
agents, partners or advisers accepts any
liability or responsibility to determine whether
a person is able to participate in the Offer.
Important information for
Australian investors
Australian investors should have regard
to the Additional Australian Information
accompanying this Offer Document before
deciding whether or not to purchase Units.
The Additional Australian Information
contains disclosure relevant to Australian
investors and important notices required
for a recognised offer under Chapter 8 of
the Corporations Act and the Australian
Corporations Regulations 2001 (Cth).
NZX listing
Application has been made to NZX for
permission to list the Fund and to quote
the Units on the NZX Main Board and all
requirements of NZX relating to that
application that can be complied with on or
before the date of this Offer Document have
been duly complied with. However, NZX
accepts no responsibility for any statement
in this Offer Document.
NZX has authorised NZX Firms to act on the
Offer. The NZX Main Board is a registered
market operated by NZX, a registered
exchange regulated under the Securities
Markets Act.
Initial quotation of the Units on the NZX
Main Board is expected to occur on 30
November 2012 under the ticker code “FSF”.
Announcements during the period of the
Offer will be made through the NZX Market
Announcement Platform and will be able to
be viewed on the NZX website www.nzx.com.
ASX listing
The Manager of the Fund will apply to ASX
for permission to list the Fund and to quote
the Units on ASX. Listing is not guaranteed
and is at the discretion of ASX. Similarly, there
is no assurance that the ASX listing of the
Fund will continue for the life of the Fund.
ASX accepts no responsibility for the contents
of this Offer Document or the Additional
Australian Information or for the merits of
the investment to which this Offer Document
or 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 ASX is expected
to occur on 30 November 2012 (on a deferred
settlement basis) under the ticker code “FSF”.
Risk and suitability of an
investment in the Fund
This Offer Document does not take into
account the investment objectives, financial
situation or particular needs of any investor.
Before applying for Units, investors should
read this Offer Document in its entirety. In
particular, investors should consider the
nature of the investment in Units and the
risk factors that could affect the Fund’s
performance (including those set out under
the heading “What are my risks” in the
section entitled Answers to Important
Questions and in Section 7 – Investment Risks),
particularly with regard to their personal
circumstances. Investors who are in any
doubt as to any aspect of the Offer should
consult a NZX Firm or their solicitor,
accountant or other appropriately qualified
professional adviser.
Definitions
Capitalised terms used in this Offer Document
have the specific meaning given to them in
Section 12 – Glossary. Where helpful, certain
other terms are also explained in the Glossary.
Unless otherwise indicated, any reference to
dollars, $, NZ$ or cents refers to New Zealand
dollars and cents.
All references to dates and time are to dates
and time in New Zealand.
Copies of all New Zealand statutes and
regulations referred to in this Offer
Document can be viewed online, free of
charge, at www.legislation.govt.nz.
Third party information
This Offer Document includes Statistics
New Zealand’s data which is licensed by
Statistics New Zealand for re-use under
the Creative Commons Attribution 3.0
New Zealand licence.
Nielsen information reflects estimates of
market conditions based on samples, and is
prepared primarily as a marketing research
tool for consumer packaged goods
manufacturers and others in the consumer
goods industry. This information should not
be viewed as a basis for investments and
references to Nielsen should not be
considered as Nielsen’s opinion as to the
value of any security or the advisability of
investing in the Fonterra Shareholders’ Fund.
ANZ National Bank Limited is a Co-Manager
in relation to the Offer, as set out in the
section of this Offer Document entitled
Directory. ANZ National Bank Limited
anticipates changing its company name
shortly after the date of this Offer Document.
Up to date company information is available
from the Companies Office of the Ministry of
Business, Innovation and Employment on its
website at www.business.govt.nz/companies.
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