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PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
Information memorandum | For an offer of units in:

Pongakawa Kiwifruit LIMITED PARTNERSHIP
OFFER DOCUMENT | 25th MAY, 2020
This offer is open to persons investing no less than $50,000 and who fall within the exclusions applicable to offers made to “wholesale investors” as set out in Schedule
1, clause 3 of the Financial Markets Conduct Act 2013 (FMCA). You can obtain further information on FMCA requirements, and whether you come within the exclusions
and their requirements at www.myfarm.co.nz/fmca
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
DIRECTORY
    Offeror and        AgInvest Trading Limited trading as MyFarm
    Issuer:            PO Box 91
                       Feilding 4740
                       Phone: 0800 693 276
    Issuing Entity:    Pongakawa Kiwifruit Limited Partnership
                       c/- MyFarm Investments, a division of AGInvest
                       Trading Limited.
                       PO Box 91
                       Feilding 4740
    Solicitor:         Sharp Tudhope Lawyers
                       Private Bag TG12020
                       Tauranga 3143
                       Phone: 07 578 2149
    Accountant         KPMG
                       KPMG Centre
                       85 Alexandra Street
                       Hamilton
                       Phone: 07 858 6500

    Warning
    The law normally requires people who offer financial products to give information to                If you fall within Schedule 1, Clause 3 of the FMCA, as a result of this exclusion, you may
    investors before they invest. This requires those offering financial products to have               not receive a complete and balanced set of information. You will also have fewer other
    disclosed information that is important for investors to make an informed decision. The             legal protections for this investment. Investments of this kind are not suitable for retail
    usual rules do not apply to this offer if you are a person who comes within Schedule 1,             investors. Ask questions, read all documents carefully, and seek independent financial
    clause 3(2)(a)-(c) or 3(3)(a)-(b)(ii) (inclusive) of the Financial Markets Conduct Act 2013. This   advice before committing yourself.
    includes where the amount invested upfront by the investor (plus any other investments
    the Investor has already made in the financial products) is $750,000 or more.

2   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                                      www    |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
DISCLAIMER AND DECLARATION OF PARTNERSHIP Interest
    This Information Memorandum has been prepared                  The Offer is not a regulated offer under the FMCA. This     disclaim all liability in relation to the matters referred
    solely for the purpose of providing general information        Information Memorandum is therefore not a product           to above and no person may take legal action against
    to prospective investors in Pongakawa Kiwifruit LP. It has     disclosure statement (PDS) under the FMCA. It does not      Pongakawa Kiwifruit LP, MyFarm (or their respective
    been prepared from information provided by various             contain all the information that would be in a PDS.         directors officers, advisers, agents, related companies
    parties.                                                                                                                   and employees) for any loss or damages suffered as a
                                                                   NO GUARANTEE                                                result of such person’s decision to invest in Pongakawa
    This Information Memorandum does not contain all the
                                                                   Neither Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP      Kiwifruit LP or in relation to any acquisition made by
    information required to make an informed decision about
                                                                   limited, MyFarm nor any of their respective directors,      such person, whenever made.
    the Offer. It does not constitute, and is not a substitute
                                                                   officers, advisers, agents, related companies and
    for, financial, legal, tax, accounting or other professional
                                                                   employees, guarantees the performance of Pongakawa          Benefit of Disclaimer
    advice. It does not take into account the investment
                                                                   Kiwifruit LP, nor guarantees any return on investment,      This provision is intended to confer a benefit on each of
    objectives, financial or taxation situation or particular
                                                                   nor makes any representation or warranty, express or        Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP limited,
    needs or circumstances of any prospective investor.
                                                                   implied:                                                    MyFarm and their respective directors, officers, advisers,
    Any forward-looking statements in this Information                                                                         agents, related companies and employees, and may be
                                                                   • in relation to the units in Pongakawa Kiwifruit LP, nor
    Memorandum (such as indications of future earnings                                                                         enforced by those persons pursuant to subpart 1 of part
                                                                     any recommendation on the suitability of acquisition
    and financial performance) are based on assumptions                                                                        2 of the Contract and Commercial Law Act 2017.
                                                                     by, or an investment in, Pongakawa Kiwifruit LP;
    about future events which may or may not be correct.
    They are subject to risks and uncertainties. Actual results    • in relation to, nor accepts any responsibility for, the   Declaration of Interest
    and conditions may differ materially.                            accuracy or completeness of any information or            MyFarm is the promoter of the Offer. MyFarm specialises
                                                                     analysis contained in the Information Memorandum          in primary sector investments. The Directors of MyFarm
    Recipients of this Information Memorandum should
                                                                     or in any document distributed with this Information      are Andrew Watters and Grant Rowan, neither of whom
    satisfy themselves that they have obtained all the
                                                                     Memorandum; or                                            have been declared bankrupt at any stage nor have
    information, taken appropriate advice, and investigated
    what they may deem necessary to satisfy themselves of          • that any of the information (including, without           any criminal convictions. Upon creation of Pongakawa
    the accuracy of the information herein.                          limitation forward looking statements) in this            Kiwifruit LP, one of the Directors of MyFarm will, on a
                                                                     Information Memorandum, or in any document                trustee basis, act as the initial Limited Partner (holding
    FINANCIAL MARKETS CONDUCT ACT                                    distributed with this Information Memorandum, will        one unit) until the Offer closes successfully. The
    Part of the FMCA applies to the offer of the financial           remain unchanged after its distribution, nor accepts      Directors of MyFarm parent company, AGInvest, are
    product made in this Information Memorandum.                     any responsibility to update such information.            John Macfarlane Andrew Watters, Grant Rowan and Paul
                                                                                                                               Richardson.
    INVESTMENT IN PONGAKAWA KIWIFRUIT LP IS                        No Liability
    ONLY OPEN TO INVESTORS THAT FALL WITHIN THE
                                                                   To the maximum extent permitted by law, each of
    EXCLUSIONS APPLICABLE TO OFFERS MADE TO
                                                                   Pongakawa Kiwifruit LP, Pongakawa Kiwifruit GP
    “WHOLESALE INVESTORS” AS SET OUT IN SCHEDULE 1,
                                                                   limited, MyFarm and their respective directors, officers,
    CLAUSES 3(2)(A) – (C) AND 3(3)(A) - (B)(II) (INCLUSIVE) OF
                                                                   advisers, agents, related companies and employees
    THE FMCA.

3   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                            www     |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
1. Offeror’s letter

    Dear Investor,                                               hectares ('cha') of mature SunGold as well as a house         A disadvantage of not purchasing the crop is that, in the
                                                                 that is rented.                                               absence of distributions of crop proceeds, unitholder
    We are fortunate to have secured another high-quality
                                                                                                                               distributions in the first year of syndicate ownership will
    SunGold orchard for syndication. The main selling            The Orchard is currently managed by and partly owned
                                                                                                                               be lower than in subsequent years. This is because first-
    season for kiwifruit orchards is coming to a close with      by principals of our Bay of Plenty kiwifruit partner, DMS
                                                                                                                               year profit share payments will not be received until the
    the harvest nearly completed, and this is likely to be the   Progrowers Limited ('DMS').
                                                                                                                               second year.
    last SunGold orchard we bring to the market until later in
                                                                 Following syndication, DMS will lease the Orchard on
    the year.                                                                                                                  To mitigate this and even-out distributions, additional
                                                                 the usual terms for a Myfarm syndicate. Key terms are a
                                                                                                                               debt will be used to make an interim profit share
    Investor demand for SunGold orchards continues to            monthly rental of $60,000/cha p.a. (a 5.2% return on the
                                                                                                                               payment aimed at bringing profit share distributions
    remain strong and all our recent offerings have been         Orchard purchase price) and an 85% share of Orchard
                                                                                                                               forward to the year to which they relate.
    fully subscribed before their respective closing dates.      profit.
                                                                                                                               On this basis, expected distributions over the first three
    This demand has been under pinned by continued               On behalf of Pongakawa Kiwifruit Partnership Limited
                                                                                                                               years of ownership are shown in Table 1 below.
    growth in orchard gate returns ('OGR'), and low interest     Partnership ('Pongakawa Kiwifruit LP, the 'Partnership' or
    rates both contributing to strong cash flow outcomes.        the "Syndicate'), MyFarm has a conditional agreement to       Table 1: Expected Unitholder Distributions
                                                                 purchase the Orchard for $7.086 million ($1.154 million/
    The 2020 kiwifruit harvest has gone better than expected
                                                                 cha plus $0.3 million for the house).
    despite the advent of Covid-19, Zespri has increased                                                                                                         FY21     FY22     FY23
    its initial orchard gate return ('OGR') forecast for the     The 2020 crop has already been harvested and the
    2020 crop three times already (and their early season        proceeds from the 2020 crop will be retained by the           Expected Distributions % p.a.     7.6%     7.5%      7.5%
    forecasts have proved conservative in recent years),         vendor i.e. the Orchard purchase does not include the
    and demand for SunGold licences in the current tender        2020 crop.
    round is expected to be stronger than ever.                                                                                In another change, in this offer ('Offer') we have reserved
                                                                 This is a change to the normal situation for orchard
                                                                                                                               the right to accept $0.5 million of over-subscriptions
    Coupled with this, interest rates are at an all-time low     purchases at this time of year where the crop is included
                                                                                                                               (subject to the approval of the Board of the Syndicate's
    and there is an expectation that other asset classes will    in the sale because it is still on the vine.
                                                                                                                               General Partner).
    struggle to maintain dividend levels as businesses come
                                                                 Excluding the crop from the purchase has a number
    to terms with the post Covid-19 environment.                                                                               Any over-subscriptions accepted would be used to
                                                                 of beneficial effects, principally; there is no risk to the
                                                                                                                               purchase Zespri shares which, at the current share price,
    Given the above circumstances, we expect strong              purchaser over the size of the crop and the level of OGR
                                                                                                                               have achieved a dividend yield of 16.75% p.a. over the
    demand for this investment from investors looking to         that will be received from Zespri, and, the syndicate
                                                                                                                               last 12 months. This high dividend yield is a result of
    bolster flagging incomes.                                    avoids the money-go-round whereby additional capital
                                                                                                                               the high prices Zespri has achieved for licences to grow
                                                                 is raised to purchase the crop, the proceeds of which are
    The orchard ('Orchard' or 'Pongakawa Orchard') is                                                                          additional areas of SunGold. We expect the value of
                                                                 paid straight back to investors as payments are received
    located at 693 Maniatutu Road, Pongakawa in the                                                                            licences issued in 2020 will set new record highs.
                                                                 from Zespri.
    Western Bay of Plenty and comprises 5.88 canopy

4   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                            www    |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
Additionally, the Partnership is being established with a
    view to purchasing a second orchard of a similar size and
                                                                 WHO CAN INVEST
    quality if and when a suitable one becomes available.        The Offer is only open to wholesale investors, namely:
    The Limited Partnership agreement will be drafted in a       • Eligible Investors who can certify they have investing
    way that facilitates this purchase, subject to Unitholder      experience that enables them to know their
    approval by way of an Ordinary Resolution.                     information needs and assess the merits of offers and
    An additional orchard will only be considered if it            the adequacy of information provided, or;
    is expected to enhance distributions to existing             • Wholesale Investors who either have a business based
    Unitholders. Equity to fund the purchase of a second           on investing, or meet prescribed income or asset
    orchard would be raised by way of a rights issue of new        criteria, or;
    Units to existing Unitholders. Should the pre-preemptive
    Units not be taken up in full by existing Unitholders, any   • Any Investors who invest $750,000 or more.
    remaining Units will be offered to new investors.            In general terms, these income and asset criteria require
                                                                 an investor to have a portfolio of specified investments
    investment Highlights                                        of at least $1.0 million or net assets or annual income of
                                                                 more than $5 million.
    • The Offer is for 490 fully paid units (“Units”) at
      $10,000/Unit plus 50 Units of over-subscriptions,          There are also provisions for investors who have
      with a minimum investment of $50,000 and one Unit          transacted more than $1 million of investments in
      increments thereafter.                                     the last two years (see Section 16) for more details on
                                                                 qualifying investors).
    • The total investment requirement is $7.654
      million. Of this, $7.086 million is needed to fund the     This is a high producing mature orchard in a prime
      acquisition of the property. The balance of $0.568         SunGold growing location. We have purchased from this
      million is needed to fund syndicate establishment          vendor previously and DMS are the incumbent manager
      costs, provide a small cash float and make interim         so know it well.
      profit share distributions.
                                                                 If income is your investment priority, reviewing this
    • The investment will be funded using $4.9 million of        investment opportunity should be too.
      contributed capital to be raised in this Offer (64%
                                                                 Yours Sincerely,
      of total funding) and $2.754 million of debt from a tier
      one bank (34% of total funding).

    • Property settlement date is to be 29 June 2020. The
                                                                                           Andrew Watters
      unconditional date for due diligence and finance is 15
      June 2020.                                                                           MyFarm - Chief Executive

    • The Partnership will list on Syndex upon completion
      of the syndication process.

5   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                       www   |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
2. letter from dms
    Dear Investor,

    Pongakawa Kiwifruit LP will be the eighth kiwifruit
    orchard DMS lease from a MyFarm syndicate.

    We currently manage the Orchard for the existing
    owners (some of whom are DMS personnel) so we are
    very familiar with it, and pleased that it will be joining our
    stable of leased orchards.

    The Orchard is fully mature and is in a location noted
    for its ability to produce high levels of SunGold. We have
    assessed the Orchard and are comfortable budgeting on
    average production of 15,000 trays/cha.

    This level of production has been exceeded in the past
    and is less than that produced on similar well managed
    orchards in this location, but it is more than what the
                                                                     Brett Kerrisk
    Orchard has achieved in the last three years.
                                                                     DMS - Orchard Operations manager
    Production in the last three years has been affected by
    a succession of factors that have been addressed, and
    yields are now on the increase. These factors involve
    poor pollination, gaps in the canopy and a high reject
    rate related to sooty mold. Mitigating actions included
    the use of artificial pollination, stringing to bolster the
    level and vigour of replacement canes and removal of
    weeds from boundary areas to reduce the habitat of the
    passion vine hopper whose excretia provides a substrate
    for sooty mold.                                                  Scott St George
    The Orchard will be managed by Mat Greenbank, a past             DMS - Client Services manager
    winner of kiwifruit grower of the year.

    Yours sincerely,

    Brett Kerrisk & Scott St George

    DMS Progrowers

6   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                 www   |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
3. TABLE OF CONTENTS
    DISCLAIMER AND DECLARATION OF PARTNERSHIP Interest                                                                        3     9.   SELECTED FINANCIAL INFORMATION                                                                               35
           No Liability.........................................................................................................3        Forecast Financial Information.................................................................... 35
           Benefit of Disclaimer.......................................................................................3                 Underlying SunGold Profitability................................................................. 37
           Declaration of Interest.....................................................................................3                 Operating Profit.............................................................................................. 37
                                                                                                                                         Operating Cashflow and Distributions....................................................... 38
    1.     Offeror’s letter                                                                                                   4          Net Cashflow . ................................................................................................ 39
           Investment Highlights......................................................................................5                  Balance Sheet................................................................................................. 40

    2.     letter FROM DMS                                                                                                    6     10. RISKS TO RETURNS FROM Pongakawa Kiwifruit LP                                                                  41
                                                                                                                                         Important Questions..................................................................................... 41
    3.     TABLE OF CONTENTS                                                                                                  7          Risk Management.......................................................................................... 41

    4.     Key information summary                                                                                            9     11. What are the fees?                                                                                            43
    5.     WHAT Pongakawa Kiwifruit LP INVESTS IN                                                                            13     12. TAX                                                                                                           43
           Statement of Investment Policy and Objectives........................................ 13                                      Consequences of Insolvency........................................................................ 43
           Property Description..................................................................................... 13
           The New Zealand Kiwifruit Industry............................................................ 19                        13 . ABOUT MYFARM AND OTHERS INVOLVED IN THE SCHEME                                                               44
           About DMS...................................................................................................... 24
           Listing on Syndex........................................................................................... 26          14. HOW TO COMPLAIN                                                                                               47
           Key Personnel and Experience..................................................................... 27
           Governance of Pongakawa Kiwifruit .......................................................... 29                          15. WHERE YOU CAN FIND MORE INFORMATION                                                                           48
           Nature of Returns.......................................................................................... 30
                                                                                                                                    16. HOW TO APPLY                                                                                                  50
    6.     KEY DATES AND OFFER PROCESS                                                                                       31          Application Instructions:............................................................................... 50

    7.     TERMS OF THE OFFER                                                                                                32     17. GLOSSARY                                                                                                      57
    8.     HOW Pongakawa Kiwifruit LP WORKS                                                                                  33          APPLICATION FORM                                                                                             58
           Related Party Benefits................................................................................... 34

7   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                                                                                              www        |     myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
8   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
4. Key information summary
       What is this          The Offer is to wholesale investors of Units in Pongakawa Kiwifruit LP, a Limited Partnership to be formed to acquire a 5.88 cha SunGold orchard
       Offer?                located at 693 Maniatutu Road, Pongakawa in the Western Bay of Plenty. The Orchard is being acquired for $7.086 million excluding the 2020 crop, and
                             the purchase is conditional on finance and due diligence. The Orchard will be leased to DMS for a term of 10 years with one right of renewal for five
                             years.

       Who manages           The Scheme is offered and will be managed by divisions of AGInvest Trading Limited, which trades as MyFarm, or a subsidiary. The MyFarm
       this Syndicate?       Investments division is the Offeror, the MyFarm Business division is the manager (“Manager”) of the Partnership and governance will be provided by
                             the Board of a new subsidiary company, Pongakawa Kiwifruit GP Limited, which is the Partnership General Partner.

                             The Manager will administer the Partnership and provide the business with governance, and governance support and administration services under
                             contract. Notably, the Manager will supervise and monitor the Partnership's lease and agreement with DMS.

       What are you          The investment is in Units in Pongakawa Kiwifruit LP. Pongakawa Kiwifruit LP is being formed to acquire the Orchard. As a Pongakawa Kiwifruit LP
       investing In?         unitholder ('Unitholder'), you will become a Limited Partner in Pongakawa Kiwifruit LP.

                             Subject to the success of this Offer, the Partnership will purchase the Orchard, meet syndicate establishment costs using a combination of $4.9
                             million of contributed capital to be raised in this Offer and $2.754 million of bank debt, a 36% debt funding level and a 37.5% loan to value ratio
                             (‘LVR’). The LVR is higher than the debt funding ratio because the calculation of LVR excludes establishment fees and costs.

                             The Offeror reserves the right to use up to a further $0.907 million of bank debt and declare the sale and purchase agreement unconditional once
                             it has received applications for $4.028 million of contributed capital. If only $4.028 million of contributed capital is raised, the LVR post settlement
                             would increase to 50%. The Offeror also reserves the right to itself, or through associated entities, underwrite up to $1.0 million of contributed
                             capital for a 2.0% fee payable by the Partnership.

                             In the event that the Offer is under-subscribed at the Closing Date of 12th June 2020, MyFarm will hold any unsubscribed units as Unpaid Units and
                             continue to market these Unpaid Units on the secondary market after the Offer has closed, at the Offer price of $10,000/Unit.

                             Distributions are expected to average 7.5% p.a. DMS is a leading Bay of Plenty kiwifruit and avocado orchard management and post-harvest
                             operator. It is locally owned and operated and focused on providing services aimed at increasing orchard productivity and grower profits.

9   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                            www    |   myfarm.co.nz
PONGAKAWA KIWIFRUIT LIMITED PARTNERSHIP - INFORMATION MEMORANDUM | FOR AN OFFER OF UNITS IN: MYFARM ...
Key terms of         The Offer will be for 490 fully paid Units in Pongakawa Kiwifruit LP at an issue price of $10,000/Unit, plus over subscriptions of up to 50 units.
       the Offer            The minimum investment will be five Units ($50,000) and thereafter the size of an investment can be increased in multiples of one Unit. Because
                            Orchard settlement occurs soon after the unconditional date, payment of the full $10,000/Unit applied for is due at the time of application.

                            As a limited partner the maximum amount payable would be $10,000 per Unit and no other payments would be required to be made other
                            than those specifically agreed to.

                            IMPORTANT DATES: Offer Closing Date – 12th June 2020. Settlement of the purchase of the Orchard – 29th June 2020

       How can              Units in Pongakawa Kiwifruit LP will be quoted and may be traded on Syndex (https://www.syndex.exchange), a peer to peer trading platform for
       you get your         proportionally owned investments. A listing on Syndex facilitates liquidity, but does not ensure that you will be able to sell your Units at a fair price
       money out?           at a time of your choosing.

                            Syndex helps maintain the Partnership register, hosts all Unitholder communications from the Manager, and facilitates
                            trading in Units between qualified wholesale investors.

                            The costs and benefits of Syndex are covered on page 26.

       Key drivers of       The key drivers of the return to Unitholders will be the OGR that is achieved for the fruit that the Partnership supplies, the levels of fruit yields
       returns              achieved, lease rental payments, and operating costs incurred.

                            Other factors which may have an influence on returns are the level of bank debt and interest rates on this debt.

       Financial            Contributed Capital: $4.9 million        Forecast Cash Distributions
       Information                                                   (% p.a. of Contributed Capital)
                            Bank debt $2.754 million

                                                                                             FY21      FY22   FY23

                                                                      Distributions % p.a.   7.6%      7.5%    7.5%

10   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                             www    |   myfarm.co.nz
KEY RISKS         Investments in managed investment schemes are risky. You should consider if the degree of uncertainty around Pongakawa Kiwifruit LP’s future
                       performance and returns are acceptable to you. The Offeror considers the most significant investment specific risk factors that could impact on the
                       value of the LP Units are:

                                                      At maturity, the SunGold area is expected to produce an average yield of 15,000 trays/cha. This estimate is based on
                                                      DMS's experience on the Orchard which it currently manages. While the Orchard has exceeded this production level
                              Orchard Yield           historically, production has been variable and there is a risk that yields may be less than budgeted.

                                                      Budgets assume an Orchard OGR of $10.00/tray and there is a risk that the Industry OGR will be less than this. An
                                                      industry OGR of $10.00/tray represents a significant drop on industry OGR levels in recent years, but is at the top end
                              SunGold OGR             of the medium term OGR outlook provided by Zespri of $8.00-$10.00/tray. This forecast OGR range is the basis on
                                                      which growers are tendering for new SunGold licences. OGR could also be adversely affected by changes in demand for
                                                      SunGold as a result of things like Covid-19 or the introduction of new varieties.

                                                      Values for established SunGold orchards are at historically high levels. These values reflect the high levels of profit that
                                                      are being achieved as a result of high OGRs and yields. There is a risk that orchard values and profit levels will reduce if
                              Orchard Value           OGRs and yields reduce.

                                                      A range of pests and diseases, adverse biosecurity or weather events such as flooding could reduce Orchard profitability,
                                                      necessitate remedial capital expenditure or make growing kiwifruit unviable in the short or medium term.
                              Force Majeure

                                                      If DMS fails to pay rent when due, maintain the orchard in accordance with the lease terms, or otherwise defaults under
                                                      the lease, the Partnership would need to exercise its rights to terminate the lease and take possession of the property.
                              Lessee default
                                                      In that event the Partnership could either look to find another lessee, operate the Orchard or sell it.

                                                      The lease agreement with DMS provides for base rent reviews every five years. The base rent review will be assessed
                                                      as 60% of the expected average Orchard EBITDA for the next five years. Both the lessee and lessor have the right to not
                               Rent Review
                                                      renew the lease if the base rent is not acceptable to them. There is a risk at each review, that the base rent may decrease
                                                      and/or a risk that the lessee will choose not to renew the lease for a further five years.

                         This summary does not cover all risks and investors are advised to read Section 10 (Risks) on pages 41-42. If investors require further information on
                         material risks, they should seek professional advice.

                         This Information Memorandum does not take into account the personal circumstances, financial position or investment requirements of any one
                         person in particular. It is therefore imperative that before making investment decisions, investors give consideration to the suitability of investing in the
                         Partnership in light of their investment needs, objectives, financial position and other circumstances.

11   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                           www    |   myfarm.co.nz
What fees will        The table below summarises the fees and expenses that you will be charged to invest in this scheme. Further information about fees is set out in
       you pay?              Section 11 (What are the Fees).

                                            FEE                          BASIS                                                     FOR

                               $322,332 one-off charge          4.75% of the price        MyFarm Promotion/Establishment Fee covers: sourcing the Land and planning the
                               (GST exempt)                     of purchasing the         development of the Orchard, structuring the Offer, due diligence (excluding third
                                                                Orchard                   party costs), financial modelling, preparation of an information memorandum
                                                                                          and factsheet, marketing, promotion, referral fees (if any) and management of the
                                                                                          syndication process.

                               $39,330 p.a. adjusted            0.5% of the value         MyFarm annual fee for managing the syndicate, governance (excluding the
                               for assets managed and           of assets under           independent chair), governance support, property inspections, supervision of the
                               inflation at CPI                 management                Orchard manager, financial control and preparation of financial reports, banking
                                                                                          liaison, contract negotiation and communication with the Board and Unitholders.
                                                                                          Subject to Board approval the Manager may charge additional fees at commercial
                                                                                          rates for services outside the scope of the standard services agreement.

                               $79,328 one-off charge           Third Party               One-off set up expenses including legal costs, an independent valuation, a
                                                                establishment costs       horticultural consultant due diligence report and underwriting.

12   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                     www    |   myfarm.co.nz
5. WHAT Pongakawa Kiwifruit LP INVESTS IN
     STATEMENT OF INVESTMENT POLICY                                •   a post-harvest operator like DMS can provide
                                                                       attractive lease terms because it secures its fruit
                                                                                                                                  Table 2: Pongakawa Kiwifruit LP Legal description

     AND OBJECTIVES                                                    supply and enables them to earn additional returns            Identifier     Legal Description      Land Area
                                                                       on the fruit produced on the orchards it leases,
     INVESTMENT OBJECTIVES                                             through its post-harvest activities (i.e harvesting,                         Lot 2 DP 383150
                                                                       packing and storing fruit).                                    331995                                11.137 ha
     Pongakawa Kiwifruit LP’s investment objective is to                                                                                             South Auckland
     acquire a SunGold kiwifruit at Pongakawa in the Western       PROPERTY DESCRIPTION
     Bay of Plenty.
                                                                   Legal Descriptions – The legal description of the
     More specifically, the Partnership aims to:                   Orchard is shown in Table 2.
     •   purchase a 5.88 cha property at 693 Maniatutu             The Orchard is situated at 693 Maniatutu Road,
         Road, Pongakawa for settlement on 29 June 2020,           Pongakawa. Surrounding properties include kiwifruit,
         and;                                                      avocados and grazing land. The orchard is near Te Puke
     •   engage DMS to lease the Orchard for a 10 year term        and is in a prime location for kiwifruit production.
         from June 2020, with one five year right of renewal.      The mild and balanced climate is well suited to avocados
                                                                   and Gold kiwifruit and characterised by low winds, low
     INVESTMENT RETURN OBJECTIVE                                   frost risk and warm temperatures.
     The investment objective is to provide Unitholders with a
     high level of regular monthly income from net operating
                                                                   Due Diligence
     cash flow.                                                    Independent consultant Fruition Horticulture has
                                                                   completed an orchard inspection, and will provide
     At budgeted costs, prices and fruit yield, Orchard profits
                                                                   a written report on their assessment as part of due
     are expected to support annual distributions of 7.5% p.a.
                                                                   diligence.
     INVESTMENT RATIONALE
                                                                   Their initial verbal assessment is that this is a good
     The Partnership is being proposed because MyFarm              SunGold orchard in a good growing location. They also
     expects that profits from mature SunGold kiwifruit            endorse the management changes being implemented
     orchards will provide investors with a high level of          (stringing, artificial pollination, some shelter removal and
     regular distributions. This expectation is based on a         clearing of boundary areas) and believe that the Orchard
     belief that:                                                  should be capable of producing 15,500 trays/cha on an
     •   high returns from SunGold kiwifruit will be               ongoing basis.
         sustainable because of Zespri’s ability to control        The Orchard is also being independently valued.
         global fruit volumes via its plant variety rights, and;

13   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                            www    |   myfarm.co.nz
Contour and improvements                                    Soils and drainage                                       Photo Below: Frost fan improvement

     The Orchard is thought to be about thirty years old and     The predominant soil type is Paengaroa sandy loam
     was converted to SunGold in 2012. Vines appear to be in     which is considered highly suitable for SunGold
     good health.                                                production. The topsoil is around 150mm deep and the
                                                                 subsoil is stoneless with no rooting barriers and good
     Shelter is predominantly natural but there has been
                                                                 drainage characteristics.
     some strategic use of artificial shelter. The pergola
     structure is made of metal agbeams supported by             Photo Below: Pongakawa Kiwifruit orchard soil profile
     quarter round posts. Bay size is variable and agbeams in
     areas with larger bays will need to be braced as part of
     normal maintenance.

     The Orchard is relatively flat in contour and it appears
     that there has been minimal contouring.

     Improvements include two frost fans, but no irrigation
     system. Irrigation is not considered necessary because of
     the soil type, and the age of the rootstock and the depth
     to which roots have grown.
     Photo Below: undervine canopy with flat contour

14   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                 www   |   myfarm.co.nz
Figure 1: Zespri GPS map of orchard area in kiwifruit and SunGold grafting dates

                                                                DMS MODIFIED
                                                                                                                                                            MELLINGA ORCHARD: 693 Maniatutu Road                                                                                                                                                               | TE PUKE
                                                                     23/04/18                                                                                                                                                                                                                                                                Owner: Golf Course Limited Partnership
                                                                                                                                                                                                                                                                                                                                                              Status: DMS Managed
                                                                                                                                                                                                                                                                                                                                                              DMS Manager: Shirley Maxwell
                                                          MA Name                    Var Blocks                                                                                                                                                                                                                                                                        Phone: 07 573 4141
                                                                                                                                                                                                                                                                                                                                                                     Mobile: 027 573 6659
                                                          PURPL             2.93 GA 1,2,3,4,5
                                                          BLUE              1.00 GA 6,7
                                                          ORANG             1.95 GA 8,9

                                                                                                                                                                                                                                                                                                                                                                HAZARDS
                                                                                                                                                                                                                                                                                                                                                        ORCHARD ENVIRONMENTS CAN BE HAZARDOUS
                                                                                                                                                                                                                                                                                                                                                             EXERCISE CAUTION AT ALL TIMES
                                                                                                                                                                                                                                                                                                                                                      Please notify management of any
                                                                                                                                                                                                                                                                                                                                                      ACCIDENT or new HAZARD
                                                                                                                                                                                                                                                                                                                                                 - Power pole and Phone connections at entrance
               2019 MATURITY AREA MAP

                                                                                                                                                                                                    59                                                                                                                                           - No access at NW Block 3
                                                                                                                                                                                                                                                                                                                                                 - No car access east of Blocks 3-5
                                                                                                                                                                                                                                                                                                                                                 - Narrow headland between block 5 and shelter

                                                                                                                                                                                                                                          SURVEY:25/10/2012
                                                                                                          Block1                                                                                                Block 9
                                                                                         AD               0.26 ha                                                                                               0.75 ha                                                                                                                          - Deadman ties in headland East of Block 6
                                                                                       RO                  Gold3
                                                                                                                                                                                                                 Gold3                                                                                                                           - Concrete water tank East corner & center of Block 6
                                                                                    TU                    Pergola
                                                                              IA TU                        2012                                                                                                 Pergola                                                                                                                          - Shelter with anchor wires across blocks 6/7/8
                                                                            N                                                Block 2                                                                                                                                                                                                             - 4WD only in Blocks 6,7,8,9; steep land
                                                                       MA                                                    0.36 ha                                                       1                     2012
                                                                 693
                                                                                                                                                                                                                                                                                                                                                 - Block 7, Row 17; lip on row and no headland
                                                                                                                              Gold3
                                                                                                                             Pergola                                                                                                                                                                                                             - Culvert at end of Block 7, Row 20
                                                                                     1                                        2012                                                                                                                                                                                                               - No exit in Block 7 R15&16
                                                                                                                                                                                                                                                                                                                                                 - No headland access NW of Block 7
                                                                                                                                                                                                                                                                                                                                                 - Tieback wires in Block 7 NW shelter
                                                                                         7
                                                                                                                                                                                                                                                                                                                                                 - Rabbit holes across Block 7-8
                                                                                                   1                                                                                                                                                              30                                                                             - Overhead/under-canopy windbreak poles NW of
                                                                                                                                                                                                                                                                      29                                                                         block 8

                                                                                                                                                                     SURVEY:25/10/2012
                                                                                                                                                        Block 3                                      15                                                                                                                                          - Dead shelter along Block 9 West
                                                                                      L.A.                      9                                       1.33 ha
                                                                                                                                                         Gold3                                                                                                                   Block 8

                                                                                                                                                                                                                                                                                           SURVEY:25/10/2012
                                                                                                                                                        Pergola                                          1                                                                       1.20 ha
                                                                                                                                                         2012
                                                                                                                                                                                                                                ORANG                                             Gold3

                                                                                                                                                                                              R       PL 6                                                                       Pergola

                                                                                                                                                                                           PU
                                                                                                                                                                                                                                                                                  2012
                                                                                                                                                                                                                                                                                                                   !
                                                                                                                                                                                                                7                         10
                                                                                                                                                                                               Block 4                                                        9

                                                                                                                                                                                                                                                                                                                         SURVEY:25/10/2012
                                                                                                                                                                                                                                                                                                               Block 7
                                                                                                                                                                                               0.82 ha                                                                                                         0.52 ha
                                                                                                                                                                                                Gold3               15
                                                                                                                    WHITE                                                                      Pergola                                                                         BLUE                             Gold3
                                                                                                                                                                                                                                                                                                               Pergola
                                                                                                                                                                                                                                                                  1
                                         !    HAZARDS                                                                                                                                           2012
                                                                                                                                       !                                                                                             1                                                                          2012
                                        - Steep bank along loadout bay                                                                                                                                                                                                 9
                                                                                                                                                                                                                                                                                                                                             !
                                                                                                                                                                                                          Block 5

                                                                                                                                                                                                                      SURVEY:25/10/2012
                                        - Powerline across orchard                                                                                                                                                                                                              Block 6                                                          No exit in rows 15 & 16
                                        - Old irrigation pipes throughout                                                                                                                                 0.15 ha                                                               0.48 ha
                                                                                                                                                                                                           Gold3                          9
                                        - Tight corners in headlands throughout
                                        - Old anchor points/hoods at end of rows throughout
                                                                                                                                                                                               !          Pergola                                             !
                                                                                                                                                                                                                                                                           1     Gold3
                                                                                                                                                                                                                                                                                Pergola                                                                                                 KPIN
                                                                                                                                                                                                                                                                                                                                                                                 5494
                                        - Concrete posts in shelters throughout                                                                                                                            2012                                                                  2012
                                        - Steep drop in Block 2 Row 7
                                        - Steep banks between orchard and road, and
                                        around North boundary
                                                                                                                                                                                                                                                                                                                                                                     Orchard Area: 5.87 ha
                                                                                                                                                                                                                                                                                                                                                                      Gold 3 Area: 5.87 ha

                                                                                                                                                                                                                                                                               NP
                                          Scale in Metres
                                          25 20 15 10 5   0          25         50           75

                                           Copyright © 2014 GPSit Limited ● PO Box 13396 Tauranga ●       0800 2 477 48 (0800 2 GPS IT) ● Fax 07 573 8877 ● service@gpsit.co.nz ● www.gpsit.co.nz ● All Rights Reserved ● Version :: CH-MU

                                                              30 October 2014                     25 October 2012              93.0 MSL                           176° 26' 48.95" E, 37° 52' 14.94" S                                                             331995

                                        DMS DISCLAIMER: This modified map is provided as a visual aid for navigation and safety, and compliance. It is not suitable documentation for construction, valuation, or legal purposes. DMS cannot guarantee the accuracy of this map and has not assessed the orchard or
                                                                        hazards that may affect safe use of quad bike or machinery. All users should undertake their own dynamic hazard assessment and communicate with the manager or owner any appropriate controls prior to working in or on the orchard.

                                                                                                                                                                                                                                                                                                                                                     Source: DMS Progrowers

15   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                                                                                                                                                                                                                                         www          |      myfarm.co.nz
regional map: pongakawa orchard | western bay of plenty
     Figure 2: Property regional location map

                                                                                                             western bay of plenty | new zealand

                                                • tauranga

                                                                    • te puke
                                                                                • paengaroa

                                                                                         693 Maniatutu Road, Pongakawa

                                                                                                                                             •whakatane

                                                       • lake rotorua

16   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                               www   |   myfarm.co.nz
local map: 693 Maniatutu Road, Pongakawa, western bay of plenty
     Figure 3: Property map indicating orchard location and approximate outline of property boundary.

      ^ north west to paengaroa / tepuke
                                                                                                        ^ north east to pongakawa & bay of plenty coast

                                                                        oad
                                                                       uR
                                                                      tut
                                                                   nia
                                                                  Ma

                                                                       • pongakawa kiwifruit orchard

                                                                                                                                               V
                                                                                                                                         North

17   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                             www   |   myfarm.co.nz
18   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
THE NEW ZEALAND KIWIFRUIT INDUSTRY
     Industry Overview                                                                                                          How Kiwifruit is Grown
     The New Zealand kiwifruit industry was founded in the          fruit in both Europe and China have a cost advantage        Kiwifruit is grown on deciduous vines that are trained
     1970s based on the production of the green Hayward             for both transportation and on-shore costs, but most of     to grow over support structures in such a way that the
     variety and is currently expanding based on production         their fruit is supplied at a different time of the year.    vines provide a full canopy over the land on which they
     of SunGold, a new gold variety that was released               Other key factors that underpin New Zealand’s               are grown. The fruit hangs beneath the canopy which is
     following the outbreak of the disease Psa in 2010.             competitive position include:                               typically around 1.8m above the ground.

     Zespri has ambitious growth plans to grow global supply        • Consistency of supply of a high quality and high          To mitigate against wind damage to the fruit, orchards
     from 58 million trays in 2018 to c.250 million trays by          taste product supported by a world leading supply         are divided into north-facing blocks separated by either
     2025. To this end it is progressively releasing a planned        chain, through which growers receive market-based         artificial shelter or shelter trees and the headlands
     4,550 cha of new SunGold licences over the seven-year            payments that reflect the quality of their fruit. Fruit   associated with these.
     period ending 2022.                                              quality parameters (taste and sweetness) now account      Orchards are operated on the basis of canopy hectares
     In 2019 SunGold volumes surpassed Hayward volumes                for 40% of total grower payments for Hayward and          which is less than total hectares because of headland
     for the first time, reflecting the widespread ‘cutting over’     70% for SunGold.                                          areas and areas taken up with houses, buildings and
     and re-grafting of Hayward to SunGold.                         • An innovative portfolio of Zespri-exclusive product       access roads and fruit load-out areas.

     Zespri’s growth plan is based on its expectation of              offerings (SunGold and organic), and a pipeline of new    Kiwifruit is harvested between March and June each
     increased consumption in North America, China, Korea,            varieties.                                                year and the packed fruit is kept in cool storage until it is
     Taiwan, and South East Asia. It estimates that demand          • Significant investment and support of brand               progressively sold down during an April-December sales
     for kiwifruit could reach 350 million trays in 10 years’         marketing and category growth.                            window.
     time. Growing the demand for SunGold will be key to
                                                                    • A comprehensive understanding of the health               Some fruit may be stored in bins in controlled
     achieving this.
                                                                      benefits of kiwifruit.                                    atmosphere storage. This fruit is packed and sold later
     In its key markets, Zespri is one of the top five most                                                                     in the season. Storage premiums are paid on this fruit to
     recognised fruit brands. Zespri branded fruit is perceived     • Deep penetration of core markets.                         compensate for the risk of losses in storage.
     as having good quality, taste, sustainability, nutrition and   • Focused development of new high-growth markets –          Premiums are also paid for taste (determined by fruit
     food safety attributes. This reputation is a result of long-     North America and China are both on the ascent.           dry matter content) and fruit that is harvested early.
     term market commitment, continuous investment and
                                                                    • Year-round supply of Zespri-branded fruit with New        Premiums can add significantly to the orchard gate
     operational excellence.
                                                                      Zealand supply augmented with product from the            returns that are received for fruit produced. By way of
     The Zespri brand, and the associated values and                  Northern Hemisphere. This approach enables Zespri         illustration, in 2018, 48% of the orchard gate return for
     promises the brand delivers, help underpin attractive            to support its branded offering to consumers all year     SunGold kiwifruit came from fruit payments and the
     price premiums. The premiums for both green and                  round and provide a category management solution          remaining 52% came from incentives/premiums.
     gold varieties help compensate for the higher costs of           to large retailers. Category management is particularly   Vine management is key to orchard performance. The
     production for New Zealand fruit. Chilean fruit tends            important to Zespri’s leadership position, and its        annual management programme commences with
     to have a cost-of-production advantage due to lower              ability to maintain shelf space and commercialise new     winter pruning when new fruiting canes are tied down
     orchard and post-harvest costs. Domestically produced            varieties.

19   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                             www     |   myfarm.co.nz
and old wood is removed, and continues through the             Table 4: Gold Industry Data
     summer when further pruning and fruit thinning is
     undertaken to manage the crop load and ensure that
                                                                                            2012       2013        2014          2015    2016     2017     2018          2019
     fruit grows to a good size.

     The number, size and quality of the fruit produced is                    Hectare       2,596      1,609       2,521         3,804   4,116    4,630    4,996         5,501
     also affected by such things as pollination, nutrition, vine
                                                                           OGR $/tray      $10.69     $12.88       $9.45         $8.21   $8.64    $10.01   $10.89        $11.71
     health, pest control and climate.
                                                                            Trays/cha       9,906      7,072       6,954         8,518   11,439   11,292   13,216        13,632
     Climate and soil type are key reasons why the New
     Zealand industry has stayed concentrated around                     Average size       32.1        33.1       29.7          32.6     26.7     26.7     27.3          29.5
     the Bay of Plenty where the Hayward variety was first
     commercially developed. However, while the Hayward                Total Trays (m)       25         11.1       18.7          32.6     46.7     52.7     66            74
     variety does not grow well in other regions of New
     Zealand, this is not proving to be the case with SunGold
     which is growing well in Northland, Gisborne and               These yield increases are a consequence of improved
     Hawke's Bay.                                                   management techniques and new varieties, the
                                                                    introduction of which was driven by the need to improve
     Orchard Profitability and Yields                               profitability as volumes increased and prices declined in
     Kiwifruit orchard profitability is primarily determined        the early 1990s.
     by the yield, size and the taste (dry matter) of fruit
     produced, the market prices realised by Zespri and to a        Orchard Gate Returns
     lesser but increasing extent, the costs of production.         Orchard gate returns over the last eight years are shown
                                                                    in Table 4. The high prices achieved for the 2012, 2013
     Orchard yield and fruit size are a function of both
                                                                    and 2014 crops were a consequence of very low fruit
     orchard design and management and orchard location.
                                                                    volumes as a result of Psa. The current high prices
     Generally, the highest producing orchards are in low
                                                                    are supported by the high price of kiwifruit in China,
     altitude, north facing coastal locations.
                                                                    and the fact that, on a per tray basis, the high level
     Pongakawa Kiwifruit has both these characteristics.            of expenditure on marketing New Zealand SunGold
     Orchards in these types of locations also withstand the        reduces as volumes increase.
     effects of Psa better and are less susceptible to early        Furthermore, Zespri has control of global supply of
     frosts which can damage flower buds and fruitlets.             SunGold because it owns the plant variety rights. Their
     Orchard yields have increased significantly over the last      confidence in future returns for SunGold is evidenced
     25 years, increasing from around 5,000 trays/cha to            by their plan to release 700 cha of licence annually until
     around 14,000 trays/cha. Top orchards now produce up           2022.
     to 20,000 trays/cha.

20   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                           www     |     myfarm.co.nz
Orchard Operations                                           to contract to supply kiwifruit to Zespri. Supply Entities    different Supplier. These differences are magnified by
                                                                  typically involve one or more post-harvest operators and      Zespri’s pooling arrangements for fruit payments which
     Most orchard operations need to be performed in a
                                                                  the growers for whom they pack and store fruit.               are zero sum. i.e. one Supplier can only achieve higher
     timely and expeditious manner, meaning that there are
                                                                                                                                premiums if another Supplier achieves lower premiums.
     concentrated periods of high demand for labour and           Through their Supply Entities, suppliers are responsible
     machinery.                                                   for delivering kiwifruit to the side of the ship according    Similarly one Supply Entity can only achieve higher
                                                                  to the pack types, quantities and varieties scheduled by      premiums over another Supply Entity supplying the
     This, together with the small average orchard size, has
                                                                  Zespri. Fruit is drawn down evenly on a pro-rata basis        same Supplier, if the other Supply Entities receive lower
     favoured the development of specialised contractors
                                                                  across all Suppliers, and all Suppliers receive the same      premiums.
     with the capacity (labour and equipment) to operate over
                                                                  payments and premiums for the fruit they supply.
     large areas in a short space of time.                                                                                      Post-harvest operators can influence grower premiums
                                                                  Suppliers do not have to draw fruit evenly from their         by such things as the timing of harvest (which affects dry
     Typically these contractors are associated with post-
                                                                  Supply Entities, and individual Supply Entities endeavour     matter and fruit size), the pack types they use and the
     harvest operators like DMS who manage orchards as
                                                                  to maximise the fruit payments they receive from their        level of fruit loss they incur.
     a way of securing fruit to pack and store and as a way
                                                                  supplier in order to achieve a better price for the growers
     of utilising their resources outside of the main harvest
                                                                  who pack and store with them.                                 Kiwifruit Markets
     period.
                                                                                                                                New Zealand is the third biggest producer of kiwifruit
                                                                  The Boards of Supply Entities typically comprise
     Industry Organisation                                                                                                      behind Italy and China, both of whom produce kiwifruit
                                                                  representatives of both growers and post harvest
                                                                                                                                in New Zealand’s off-season. The only southern
     The New Zealand kiwifruit industry is vertically             operators and decide things such as how premiums
                                                                                                                                hemisphere supplier New Zealand competes with is Chile
     integrated. All export quality kiwifruit is marketed and     will be allocated to the growers who supply them. For
                                                                                                                                which produces about 30% less fruit than New Zealand.
     sold by grower owned and controlled Zespri Group Ltd.        example, a post harvest operator will try to maximise
                                                                                                                                Southern hemisphere fruit accounts for about 30% of
                                                                  the value of time storage premiums by minimising fruit
     Zespri contracts with kiwifruit suppliers to acquire fruit                                                                 world supply.
                                                                  losses across their pool of fruit. They can do this by
     Free on Board and Stowed (FOBS) and aims to maximise         retaining, until late in the season, fruit from a grower      While China is the biggest producer of kiwifruit in
     price by selling fruit in different markets.                 who supplies them with fruit that they know will store        the world, all the fruit that it produces is consumed
     The net proceeds from the fruit it sells are pooled by       well, while drawing down early, fruit from a grower who       domestically and it is still a significant importer of New
     variety, so that all suppliers get the same prices and       supplies fruit that they know will not store well.            Zealand kiwifruit.
     premiums for the fruit they supply.                          The Boards of Supply Entities look to be fair to both         Nearly all of New Zealand’s kiwifruit is exported. Its major
     For each price pool, a number of price premiums are          these growers by adopting policies that give some of the      markets are the EU-27 (notably Italy, Spain and Belgium)
     paid. Premiums are paid for fruit size (larger fruit is      benefit of the storage premiums to the pool (because          and Asia (notably China, Japan, South Korea and Taiwan).
     typically worth more), fruit that is harvested early to      individual growers have no control over when their            World trade in kiwifruit expanded significantly in the 10
     extend the selling window (called KiwiStart), fruit that     fruit is drawn down) and some of the premium to the           years to 2010 and during this time Zespri was able to
     tastes better (namely, fruit with a higher dry matter        individual growers whose fruit was retained longer (to        achieve price premiums for its green and gold kiwifruit
     content) and time in storage (to compensate for fruit lost   compensate them for the fruit losses they incurred).          compared with its competitors. It was also able to earn
     due to natural deterioration in store).                                                                                    a significant premium for its gold kiwifruit over its green
                                                                  By this process, growers who supply one Supply Entity
                                                                                                                                kiwifruit without decreasing the value of the green
     Kiwifruit suppliers (‘Suppliers’) are groupings of supply    are able to achieve better fruit prices than growers who
                                                                                                                                kiwifruit.
     entities (‘Supply Entities’) who have banded together        supply another Supply Entity who may work through a

21   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                             www    |   myfarm.co.nz
This performance is a consequence of the branding,
     quality control and superior marketing and distribution
     that Zespri is able to achieve as a single desk seller and
     its plant variety rights to the gold variety Hort 16A and its
     successor SunGold.

     Following the Psa outbreak in 2010, world production of
     kiwifruit went in to a modest decline, the only exception
     being China where output has continued to grow.
     Notwithstanding, volumes of New Zealand produced
     kiwifruit are expected to increase significantly as
     SunGold kiwifruit expands.

     This increasing volume of fruit will have to be marketed
     against a backdrop of on-going economic constraint in
     the major market of EU-27 and potentially the economic
     impacts of Covid-19. Maintaining prices and premiums in
     this environment will be a challenge, but one that Zespri
     is well placed to manage.

     The success of SunGold kiwifruit will be a big
     determinant of how well the New Zealand industry
     performs in the short to medium term.

     Zespri has an on-going variety development programme
     and growers buy licences to grow new varieties like
     SunGold when they are ready for commercialisation.

22   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
23   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
About DMS group limited
     DMS Overview                                                   All managed and leased orchards are harvested, packed        DMS and the kiwifruit industry
                                                                    and cool-stored by the DMS team.
     The DMS Group is a leading Bay of Plenty kiwifruit                                                                          In addition to its founders, Craig Greenlees and Paul
     and avocado orchard management and post-harvest                DMS’s post-harvest company is 50% owned by growers           Jones, the board of DMS comprises an independent
     operator. It is locally owned and operated and focused         and 50% owned by DMS founding partners, Craig                chairman, Hamilton lawyer Peter De Luca, orchard owner
     on providing services aimed at increasing orchard              Greenlees and Paul Jones. This ownership balance has         and supplier, Tony Leicester, former Zespri CEO, Lain
     productivity and grower profits. Its services include:         proven to be a successful model.                             Jager, and John Cook.

     •   Consulting and orchard assessment relating to              DMS and the kiwifruit industry                               Paul Jones leads the orchard management team and has
         orchard purchases                                                                                                       more than 25 years experience as a grower and manager.
                                                                    DMS recognised early-on that SunGold was the key
     •   Orchard management and development                         to industry recovery following the outbreak of Psa,          contractual arrangements with dms
                                                                    because it had superior yield and fruit quality, was Psa
     •   Orchard leasing                                                                                                         Subject to the successful purchase of the Orchard,
                                                                    resilient and conversion was easy. DMS considers itself
     •   Harvesting and packing                                                                                                  MyFarm has negotiated an agreement with DMS, for the
                                                                    an industry leader in growing, packing and cool-storing
                                                                                                                                 lease of the Orchard.
                                                                    this variety and is well positioned to service growth as
     •   Cool storage
                                                                    production of SunGold increases.                             Orchard Lease
     •   Crop inventory management
                                                                    As a company, DMS is a strong supporter of Zespri, with      The key terms of the lease are expected to be:
     •   Technical advice and support                               both founding partners holding significant industry roles
                                                                    at various times. Craig Greenlees was a director of Zespri   •   10 year term from June 2020 with one five-year right
     The DMS business was established in 1989 by its two                                                                             of renewal.
     executive directors, Craig Greenlees and Paul Jones.           for 15 years, including six as chairman. Paul Jones is
     It currently manages more than 100 orchards, has 70            currently a Zespri director.                                 Each season:
     full-time staff and employs another 500-plus seasonal          The DMS Supply Entity is a member of the G4 Kiwi Group,      •   DMS pays the Partnership a base rental of $60,000/
     kiwifruit workers during the annual harvest period. DMS        a Supplier that provides 32% of Zespri's Class One Crop.         cha p.a;
     has administration offices in Tauranga and two pack-           DMS works with G4 Supply Limited on export logistics
     house facilities, one in Te Puna and the other at Te Puke.                                                                  •   DMS pays all orchard operating expenses and
                                                                    to ensure its kiwifruit is loaded at the optimum times
                                                                                                                                     overheads;
                                                                    to achieve the best returns for its growers. This work
     orchard management and leasing                                 includes contract negotiation, packaging and delivery        •   An operating budget (which includes an orchard
     The Company leases and manages about 520 hectares              allocations, inventory management and port and                   management fee to DMS of $2,500/cha ) is agreed
     in the Bay of Plenty, making it one of the largest kiwifruit   transport services.                                              between DMS and the Partnership’s general partner;
     management companies in New Zealand. Both orchard
                                                                    As a medium-sized operator, DMS believes it is big           •   DMS recovers base rent and orchard operating costs
     management and leasing options are tailored to suit
                                                                    enough to be operationally efficient, yet small enough to        plus a 6% cost of capital charge on these costs from
     the specific needs of the grower. The company actively
                                                                    adapt quickly to change. It recently joined with several         initial Zespri orchard gate returns, and;
     communicates with its growers and runs regular
                                                                    other post-harvest entities to create their own Class-Two
     educational field days and focus groups.                                                                                    •   thereafter the Partnership receives 85% of all orchard
                                                                    brand, NutriKiwi. Fruit under this brand is marketed
                                                                                                                                     gate returns from Zespri and DMS retains 15%.
                                                                    directly into Australia.

24   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020                                                                                          www    |   myfarm.co.nz
The lease will also provide that if the Orchard makes a loss
     in any particular season, this loss will be carried forward
     and set-off against profit in subsequent seasons, before any
     profit share determination. This process will continue until
     losses have been extinguished.

     For each particular year, the Partnership’s 85% share of
     profit will not be determined and paid until the following
     year when all revenue from Zespri has been received.

     Zespri makes a submit payment at harvest and then regular
     progress payments from June to the following May. It
     is expected that orchard and base rental costs incurred
     by DMS the previous season will be recovered by the
     November following harvest and that Partnership profit
     share payments will be received progressively between
     December and May.

     Lease revenue received by the Partnership in most seasons
     will therefore comprise a base rental paid on the current
     season and a share of profits from the previous season.

     The Partnership will get to approve the DMS annual
     operating budget for the leased area and while DMS will
     have to account to the Partnership for any budget variance,
     the lease provides that they will be reimbursed for the
     actual expenditure incurred.

     The lease will include a force majeure provision that will
     allow DMS to terminate the lease if there is a natural
     disaster, such as an outbreak of a disease like Psa which
     makes it uneconomical to continue to grow kiwifruit.

     The lease will also provide for a review of the base rent
     every five years. Rent reviews will be based on 6% of the
     expected EBITDA/cha for the next five years (i.e. $/tray OGR
     x expected trays/cha less picking costs and orchard working
     expenses).

25   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
listing on syndex

     Pongakawa Kiwifruit LP will list on Syndex (www.
     syndex.exchange), a peer-to-peer trading platform for
     proportionally-owned assets.

     Syndex was founded in New Zealand in 2015 and
     provides an independent secondary market. Syndex
     provides services to over 180 investment schemes worth
     over $2.8 billion with nearly 7,000 account holders. The
     platform is privately owned and utilises proprietary
     capital market software on a publicly accessible platform.

     The platform, Syndex.Exchange, allows investors to trade
     proportionally-owned assets and acts as an intermediary
     exchange for both potential investors and vendors.

     Syndex offers a number of services to MyFarm and
     MyFarm managed investment schemes, including
     registry, compliance and investor relations services, and
     a peer-to-peer market that supports capital raising and
     secondary market trading.

     Syndicators like MyFarm list their syndicates on Syndex,
     and have to comply with listing rules aimed at ensuring
     a fair and fully informed market. The listing rules require
     that the syndicator provide quarterly reports and
     information on valuation.

     Syndex offers its services via a subscription-based pricing
     model (see website for more information).

     MyFarm will create a Syndex account for each new
     investor/investment entity as part of the application
     process for Pongakawa Kiwifruit LP. Investors will need
     to log in to their Syndex account in order to access all
     reporting and communications.

     There is no charge to investors to access or view
     information on Syndex. Charges only apply when buying
     or selling units.

26   | Pongakawa Kiwifruit LP | Information Memorandum | 25th May, 2020   www   |   myfarm.co.nz
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