Ricegrowers Ltd. Class B · ASX:SGLLV

Ricegrowers Ltd. Class B — Merger or Acquisition (December 2010)

16 slides from Ricegrowers Ltd. Class B's merger presentation, December 2010

1. Slide 1: Financial Advisors' Briefing: Ebro Offer

   Financial Advisors’ Briefing Ebro Offer December 2010

2. Slide 2: Important Notice

   Important Notice  This presentation gives very brief and targeted information  The Board is committed to transparent and open communication with shareholders so that you have the relevant information required to consider the Scheme  The Scheme Booklet will give shareholders all the information th

3. Slide 3: Introduction

   Introduction  On 21 October 2010, SunRice announced that it had entered into an agreement for exclusive negotiations (“Exclusivity Agreement”) with Ebro Foods S.A. from Spain in relation to a potential offer for an implied Enterprise Value of approximately $600m  Ebro is a world leader in the rice

4. Slide 4: Indicative Timeline

   Indicative Timeline Date Event 10 25 November Scheme Implementation Agreement signed 201 Early December SunRice and Ebro to meet shareholders Early February First Court hearing to ask the Court to call a meeting of SunRice shareholders Mid February Despatch Scheme booklet (including Independent Expe

5. Slide 5: About Ebro

   About Ebro  Ebro is the largest branded rice company and the second largest branded pasta company in the world  Ebro has over 23 operating subsidiaries in Europe, America, North Africa and Asia with a portfolio of over 60 brands  Ebro is the leading food group in Spain in turnover, turnover profi

6. Slide 6: About Ebro

   About Ebro Europe North America Middle East Asia Africa Latin America Pacific Australia New Ebro markets Zealand SunRice markets 6 6

7. Slide 7: Summary of Scheme Implementation Agreement

   Summary of Scheme Implementation Agreement $600m Enterprise Value Value  A Class Share: $50,000 each  B Class Share: $5 $5.025 025 each (not including possible franking credits of 60 60.3 3 cents each)  Purchase all paddy rice as “buyer of last resort” under RMB agreement, if exclusive export rig

8. Slide 8: Summary of Scheme Implementation Agreement: Medium Grain Pricing Mechanism

   Summary of Scheme Implementation Agreement Medium Grain Pricing Mechanism Scenarios based on RMB Licence Scenario 1 – Exclusive Export Rights Retained Scenario 2 – Non Exclusive Export Rights  Premium Pool price based on California  Premium Pool price as per Scenario 1 benchmark  Pool 2 and 3 pri

9. Slide 9: Summary of Scheme Implementation Agreement: Rice R&D and Support

   Summary of Scheme Implementation Agreement  Ebro undertakes to support rice research and development through RRAPL Rice R&D equivalent to the average annual amount contributed by SunRice over the past 3 years prior and indexed annually by CPI  Continue annual support of industry and RGA consistent

10. Slide 10: Summary of Scheme Implementation Agreement: Ebro's Commitments

    Summary of Scheme Implementation Agreement  Ebro’s paddy purchase and other commitments are enforceable by Ebro’s commitments – Each E h iindividual di id l grower; and d are enforceable – RGA Grower Advisory Board will be the forum for cooperation on grower issues i  R&D  Paddy Pricing  Pure Se

11. Slide 11: Structure of Grower Advisory Board

    Summary of Scheme Implementation Agreement Structure of Grower Advisory Board  Operates in perpetuity, perpetuity not just 5 years  Three grower representatives and three Ebro representatives  Chairman must be a grower representative (but no casting vote)  First grower representatives to be agre

12. Slide 12: Franking Credits

    Franking Credits  At 25 Nov the SunRice tax consolidated group had $35.1m in franking credits.  Ebro has offered $5.025 per B Class share.  Subject to Board confirmation and shareholder approval of the scheme, it is proposed that SunRice would declare a fully franked dividend of $1 $1.407 407 per

13. Slide 13: Estimated Value to a B class shareholder

    Estimated Value to a B class shareholder  The offer therefore has the following value to the majority of B class shareholders: SunRice Dividend $1.407 Funded by Ebro and paid from retained earnings. Franking Credit ** $0.603 Uses franking credits built up over the years. Is subject to ATO approval.

14. Slide 14: Possible Tax Considerations

    Possible Tax Considerations  Fully franked dividend $1.407  Shareholders are able to use the franking credit as a tax offset (subject to ATO approval)  Total B class share cash $5.025  Generally the following may be considered: – If shareholder is in a capital p g gain p position ((IE the p pric

15. Slide 15: Estimated value to A class shareholder

    Estimated value to A class shareholder  A class shares are voting shares issued for nil monetary value.  Ebro has offered $50k per A class share.  This would result in the amount being fully taxable as a capital gain.  Companies would be taxed at 30%  Individuals and superannuation funds may be

16. Slide 16: Conclusion

    Conclusion  The Board has worked hard to develop a proposal which it believes is attractive to shareholders  Shareholders must read the Scheme Booklet in full before deciding whether or not to vote in favour of the proposal 16

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