Duxton Farms Limited · ASX:DBF
Duxton Farms — Merger or Acquisition (June 2025)
61 slides from Duxton Farms's merger presentation, Jun 26, 2025
Slide 1: Merger and Placement Presentation
MERGER AND PLACEMENT PRESENTATION 26 June 2025 Duxton Farms Ltd ACN 129 249 243 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 2: Important Notice & Disclaimer
Merger and Placement Presentation IMPORTANT NOTICE & DISCLAIMER This Presentation is intended as an outline only of the Merger, Placement, securities law. Please refer to Appendix H of this Presentation Not investment or financial product advice Special Dividend and DRP and does not purport to list
Slide 3: Important Notice & Disclaimer (Continued)
Merger and Placement Presentation IMPORTANT NOTICE & DISCLAIMER (CONTINUED) Future performance and forward-looking statements actually occur. Actual operations, results, performance, targets or in this Presentation. Past performance should not be relied upon as an achievement may vary materially fro
Slide 4: Important Notice & Disclaimer (Continued)
Merger and Placement Presentation IMPORTANT NOTICE & DISCLAIMER (CONTINUED) Non-IFRS financial information/non-GAAP financial measures do not have Farms may vary the timetable for the Placement or the share purchase a standardised meaning prescribed by AAS or IFRS. Therefore, the non- plan. Cooling-
Slide 5: Presentation Highlights
PRESENTATION HIGHLIGHTS • Duxton Farms Ltd (“Duxton Farms” or the “Company”) operates a portfolio of agricultural assets spanning approximately 177,000 hectares across three Pages DUXTON FARMS states, supported by approximately 25,000 megalitres of water entitlements and an experienced operations te
Slide 6: Executive Summary
Merger and Placement Presentation EXECUTIVE SUMMARY • Duxton Farms operates a portfolio of agricultural assets spanning approximately 177,000 hectares across three states supported by approximately 25,000 megalitres of water entitlements managed by an experienced operations team Duxton Farms • The C
Slide 7: Executive Summary (Continued)
Merger and Placement Presentation EXECUTIVE SUMMARY (CONTINUED) • The Merger is proposed to accelerate Duxton Farms' strategic objective of expanding the size and scope of the its asset portfolio, providing greater access to Strategic Rationale of strategic growth opportunities and seeking to derisk
Slide 8: Executive Summary (Continued)
Merger and Placement Presentation EXECUTIVE SUMMARY (CONTINUED) • Subject to obtaining the requisite approvals by the Company's shareholders 1, the Company proposes to vary its existing investment management agreement with Duxton Capital, with effect from the date it obtains shareholder approval. Th
Slide 9: Duxton Farms Overview
DUXTON FARMS OVERVIEW DUXTON FARMS LTD | JUNE 2025
Slide 10: Duxton Farms Overview
Merger and Placement Presentation DUXTON FARMS OVERVIEW WILDMAN & NT PORTION 8554 DUXTON FARMS IS THE ONLY MIXED FARMING ENTERPRISE LISTED ON THE ASX (Leased) • Duxton Farms is an Australian listed company that seeks to provide investors with direct exposure to the Australian agricultural MOUNTAIN s
Slide 11: Duxton Farms' Value Creation
Merger and Placement Presentation DUXTON FARMS’ VALUE CREATION Duxton Farms Historic Cumulative Value Creation DUXTON FARMS HAS SEEN ASSET GROWTH SINCE LISTING 120 $3.03 $3.15 Cumulative Value Creation (AUD, millions) • Since listing, Duxton Farms has grown its fair value net asset value per share (
Slide 12: History of Strong Uncorrelated Returns
Merger and Placement Presentation HISTORY OF STRONG UNCORRELATED RETURNS INVESTMENT IN AGRICULTURAL ASSETS HAS HISTORICALLY PROVIDED UNCORRELATED AND LONG-TERM RETURNS TO INVESTORS 14.4% 13.3% 12.2% 12.23% 11.9% 10.0% 9.6% 8.7% 8.4% 7.9% 7.18% 4.1% 4.2% 3.7% 3.6% 2.7% 2.7% 1.96% 5 Year 10 Year 20 Ye
Slide 13: Merger Companies Overview
MERGER COMPANIES OVERVIEW DUXTON FARMS LTD | JUNE 2025
Slide 14: Merger Overview
Merger and Placement Presentation MERGER OVERVIEW1 MERGER AIMS TO BUILD A UNIQUE AGRICULTURAL INVESTMENT VEHICLE ON THE ASX • The acquisition of the four Merger Companies will create an agricultural player of scale with over: ‒ $298 million in gross assets (pro forma as at 31 December 2024); NT ‒ 18
Slide 15: Strategic Plan - Indicative Portfolio Maturity Profile
Merger and Placement Presentation STRATEGIC PLAN - INDICATIVE PORTFOLIO MATURITY PROFILE THE AGRICULTURAL PORTFOLIO WILL CONSIST OF MATURING AND GREENFIELD PROJECTS • Duxton Farms plans to increase plantations across the Merged Group to increase production over time • Below is an illustration of Dux
Slide 16: Portfolio Maturity Profile – Trees & Crops
Merger and Placement Presentation PORTFOLIO MATURITY PROFILE – TREES & CROPS represents current stage of the project ASSETS AT VARIOUS STAGES OF MATURITY PROVIDING LONG-TERM GROWTH POTENTIAL Planting & Productive Exit / Profile Site Feasibility1 Ramp up3 Establishment2 Maturity4 Redevelopment6 3 yea
Slide 17: Strategic Rationale
Merger and Placement Presentation STRATEGIC RATIONALE MERGER WILL PROVIDE DIVERSIFICATION AND SCALE Shift into Higher Yield Diversified Portfolio of Land Attractive Mix of Maturing Agricultural Assets and Water Assets and Greenfield Projects • Merger creates exposure to permanent horticulture, • Bal
Slide 18: Pro Forma Gross Assets Bridge
Merger and Placement Presentation PRO FORMA GROSS ASSETS BRIDGE1 COMBINING PORTFOLIOS OF AGRICULTURAL LAND AND WATER ASSETS PRO FORMA GROSS ASSETS BRIDGE (as at 31 December 2024) $350.0m $300.0m $22.4m $298.0m $27.3m $250.0m $30.5m $69.2m $200.0m $148.5m $150.0m $100.0m $50.0m - Duxton Farms Duxton
Slide 19: Pro Forma Revenue Split
Merger and Placement Presentation PRO FORMA REVENUE SPLIT DIVERSE REVENUE STREAMS WITH MIX OF MATURE, DEVELOPING AND GREENFIELD PROJECTS FY24 PRO FORMA REVENUE SPLIT FY24 SEGMENT REVENUE % OF TOTAL REVENUE TOTAL CROPPING1 $20.9m 50.3% Dryland Cropping $14.4m 34.7% Irrigated Cropping $6.5m 15.6% TOTA
Slide 20: Merger Group Team & Resourcing
Merger and Placement Presentation MERGER GROUP TEAM & RESOURCING EXPERIENCED TEAM WITH A BROAD RANGE OF SKILLS IN AGRIBUSINESS, MIXED FARMING AND INVESTMENT MANAGEMENT INTERNALISATION OF CORPORATE FUNCTIONS DUXTON FARMS OPERATIONS TEAM IF THE MERGER PROCEEDS The Company and Duxton Capital have agree
Slide 21: Duxton Walnuts
Merger and Placement Presentation DUXTON WALNUTS1 A GREENFIELD WALNUT DEVELOPMENT WITH EXCELLENT CLIMATIC SUITABILITY AND WATER ACCESS OVERVIEW CALIFORNIAN WALNUT PRICES • Early-stage greenfield walnut business with 145 hectares of walnut trees planted at 6.00 one site in New South Wales and 467 hec
Slide 22: Duxton Dried Fruits
Merger and Placement Presentation DUXTON DRIED FRUITS ONE OF AUSTRALIA’S LARGEST DRIED FRUITS PRODUCERS WITH A NATIONALLY SIGNIFICANT FOOTPRINT OVERVIEW REVENUE PROFILE2 • One of Australia’s largest dried fruits growers with 603 hectares planted across two $6.0m $2,600 sites in New South Wales and V
Slide 23: Duxton Bees
Merger and Placement Presentation DUXTON BEES AN EARLY-STAGE GROWTH OPPORTUNITY IN AN ESSENTIAL INDUSTRY SUBSECTOR OVERVIEW REVENUE PROFILE • Australian honey producer, pollination services provider and hive broker $3.5m • Built from the ground-up to establish a consolidated corporate presence in a
Slide 24: Duxton Orchards
Merger and Placement Presentation DUXTON ORCHARDS ONE OF SOUTH AUSTRALIA’S LARGEST APPLE GROWERS WITH GEOGRAPHICALLY DIVERSIFIED OPERATIONAL EXPOSURE OVERVIEW REVENUE PROFILE • South Australia’s second largest apple producer with >20% of statewide production $12.0m for the 2023/24 season1 $10.0m • M
Slide 25: Placement Overview
r. 1 liFlr m ■i ,1 it*. / .»/. : ISM : Umm IP A „ » > 9* p *. >V . • ».!»« ifflg \: r« DUXTON FARMS LTD | JUNE 2025 4*^1 : Placement .J OVERVIEW i v'. 7, rA'|j- ■•’ *'1:' i:;W P-" :V.rPi,,;*{'v-'5; .5: W£ !r Lfi > :« p1 P; . - i i • :Vi kfestei ?■ P, >♦ fl ■ t. •« i ##1 -V 5 . J •s- * *!> V.;*' ■ '
Slide 26: Placement Summary
Merger and Placement Presentation PLACEMENT SUMMARY • Fully underwritten placement of fully paid ordinary shares in Duxton Farms to raise approximately $4.0 million (Placement) , comprised of the following components: % of Duxton Farms Subject to Duxton Amount / current share Farms shareholder Compo
Slide 27: Pro Forma Capital Structure
Merger and Placement Presentation PRO FORMA CAPITAL STRUCTURE A B C D E F G Before Change due to Particulars Change due to DRP1 After DRP Merger Companies acquired Merger Companies acquired transaction Placement Change due to Merger After the Merger + Change due to Merger After Merger + B+C (80% Scr
Slide 28: Use of Proceeds, Pro Forma Gearing, Proposed Refinancing
Merger and Placement Presentation USE OF PROCEEDS PRO FORMA GEARING • Fully underwritten Placement to raise gross proceeds of approximately $4.0 million, with the ability to accept oversubscriptions Duxton Farms pro forma 31 December 2024 balance sheet summary (‘000s AUD) • Settlement of the Placeme
Slide 29: Proposed Timetable
Merger and Placement Presentation PROPOSED TIMETABLE DATE 26 June 2025 Announcement of Special Dividend, DRP, Merger and Placement 26 June 2025 Trading halt and Placement conducted 30 June 2025 Announcement of results of Placement 30 June 2025 Trading halt lifted and Duxton Farms shares recommence t
Slide 30: Merged Group Financials
Merged Group Financials DUXTON FARMS LTD | JUNE 2025
Slide 31: Merged Group Pro Forma Consolidated Profit & Loss
Merger and Placement Presentation MERGED GROUP PRO FORMA CONSOLIDATED PROFIT & LOSS1 MERGED GROUP PRO FORMA CONSOLIDATED PROFIT & LOSS SUMMARY COMMENTARY T6M T6M $'000 FY22A FY23A FY24A Dec24A Dec23A • The Merged Group pro forma consolidated profit and loss represents a view of the consolidated prof
Slide 32: Merged Group Pro Forma Consolidated Profit & Loss (Cont)
Merger and Placement Presentation MERGED GROUP PRO FORMA CONSOLIDATED PROFIT & LOSS (CONT) PRO FORMA ADJUSTMENTS TO THE MERGED GROUP PRO FORMA CONSOLIDATED PROFIT & LOSS SUMMARY COMMENTARY TABLE A: HISTORICAL REPORTED MANAGEMENT FEES The following adjustments have been included in the Merged Group p
Slide 33: Merged Group Pro Forma Consolidated Cash Flows
Merger and Placement Presentation MERGED GROUP PRO FORMA CONSOLIDATED CASH FLOWS MERGED GROUP PRO FORMA CONSOLIDATED CASH FLOW SUMMARY COMMENTARY • The Merged Group pro forma consolidated cash flows represents a view of the consolidated cash flows of the T6M T6M A$'000 FY22A FY23A FY24A Dec24A Dec23
Slide 34: Merged Group Pro Forma Consolidated Balance Sheet - 31 December 2024
Merger and Placement Presentation MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET - 31 DECEMBER 2024 MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET SUMMARY1 Pro forma NT Portion Duxton Farms Duxton property Kentucky Special (before Merger Placement Pro forma $'000 Farms acquisition divestment D
Slide 35: Merged Group Pro Forma Consolidated Balance Sheet (Cont)
Merger and Placement Presentation MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET (CONT) COMMENTARY • The Merged Group pro forma consolidated balance sheet at 31 December 2024 represents a view of the consolidated balance sheet of the Merged Group, assuming completion of the General Placement, RM
Slide 36: Merged Group Appendices
MERGED GROUP APPENDICES DUXTON FARMS LTD | JUNE 2025
Slide 37: Appendix A: People Overview
Merger and Placement Presentation APPENDIX A: PEOPLE OVERVIEW EXPERIENCED TEAM WITH A BROAD RANGE OF SKILLS IN AGRIBUSINESS, MIXED FARMING AND INVESTMENT MANAGEMENT THE BOARD OF DIRECTORS EXISTING DUXTON CAPITAL INVESTMENT AND BUSINESS ED PETER DEVELOPMENT SUPPORT Executive Chairman ED PETER Executi
Slide 38: Appendix B: Investment Manager Overview
Merger and Placement Presentation APPENDIX B: INVESTMENT MANAGER OVERVIEW THE INVESTMENT MANAGER PROPOSED VARIATION TO THE INVESTMENT MANAGEMENT • Duxton Capital is an Australian asset manager based in South Australia with significant AGREEMENT experience in agricultural asset management • Duxton Fa
Slide 39: Appendix C: Key Terms of Merger
Merger and Placement Presentation APPENDIX C: KEY TERMS OF MERGER KEY DETAILS KEY CONDITIONS AND APPROVALS6 • Duxton Farms seeks to acquire 100% of the shares on issue in the Merger Companies that it does not Each Scheme is subject to a number of conditions and approvals which must be satisfied (or
Slide 40: Appendix C: Key Terms of Merger (Continued)
Merger and Placement Presentation APPENDIX C: KEY TERMS OF MERGER (CONTINUED) RECOMMENDATIONS AND VOTING STATEMENTS RECOMMENDATIONS AND VOTING STATEMENTS CONT. Duxton Farms – Merger recommendations and voting statements Merger Companies - Merger recommendations and voting statement • The Merger is u
Slide 41: Appendix C: Key Terms of Merger (Continued)
Merger and Placement Presentation APPENDIX C: KEY TERMS OF MERGER (CONTINUED) ESCROW ARRANGEMENTS • Duxton Farms shares issued as consideration under the Merger to Directors of the Merger Companies (or their associated entities) and larger shareholders (i.e., registered Merger Company shareholders w
Slide 42: Appendix D: DRP & SPP
Merger and Placement Presentation APPENDIX D: DRP & SPP DIVIDEND REINVESTMENT PLAN • The Company has announced a partially franked Special Dividend of $0.24 per share available to • The DRP is not conditional on the Merger or Placement proceeding. eligible shareholders following the recent asset div
Slide 43: Appendix E: Key Risks
Merger and Placement Presentation APPENDIX E: KEY RISKS Before investing in Duxton Farms, you should be aware that several risks and uncertainties may affect Duxton Farms, including its future financial performance and position and prospects, and the value of Duxton Farms' shares. These include risk
Slide 44: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) Business risks The businesses receive revenue from counterparties based on current spot prices (for example in the case of Duxton Bees and Duxton Orchards), or based on prices determined by off-take agreements which may be exclusive
Slide 45: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) Business risks There is a risk that the businesses that harvest products that are perishable, including Duxton Dried Fruits and Duxton Orchards, are unable to source the appropriate volume of seasonal labour at the Availability of a
Slide 46: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) Business risks The businesses may be responsible for environmental pollution or contamination on their sites which may be required to be remedied, and they may be found to be in breach of applicable laws or applicable licences or pe
Slide 47: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) Business risks Limited liquidity in The businesses have investments in agricultural land which, as with other investments in land, are relatively illiquid. Such illiquidity may affect the businesses' ability to vary their investment
Slide 48: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) Risks relating to the Merger The Merged Group Pro Forma Historical Financial Information included in this presentation is presented for illustrative purposes only to show the effect of the DRP, Merger and Placement based on the key
Slide 49: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) General risks There are various risks associated with investing in any form of business and with investing in listed entities generally. The value of Duxton Farms' shares, including following the DRP, Merger and Placement, will depe
Slide 50: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) General risks As noted above, if the underwriting agreement is terminated, if the Merger is not implemented, or if the requisite approvals are not received in respect of the RM Placement and/or the EP Placement, Duxton Farms is unli
Slide 51: Appendix E: Key Risks (Continued)
Merger and Placement Presentation APPENDIX E: KEY RISKS (CONTINUED) General risks The acquisition and disposal of Duxton Farms shares will have tax consequences for investors, which will differ depending on their personal circumstances. Investors are encouraged to seek professional Taxation tax advi
Slide 52: Appendix F: Merged Group Pro Forma Consolidated Balance Sheet - 31 December 2024
Merger and Placement Presentation APPENDIX F: MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET - 31 DECEMBER 2024 MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET SUMMARY1 Pro forma Duxton Pro forma Farms Merged General RM EP Total NT Portion before Duxton Total of Acquisition Group Placement Plac
Slide 53: Appendix F: Merged Group Pro Forma Consolidated Balance Sheet (Cont)
Merger and Placement Presentation APPENDIX F: MERGED GROUP PRO FORMA CONSOLIDATED BALANCE SHEET - 31 DECEMBER 2024 (CONT) PRO FORMA ADJUSTMENTS RELATING TO MERGER The Merged Group pro forma consolidated balance sheet has been adjusted to reflect the following matters relating to the acquisition of t
Slide 54: Appendix G: Underwriting Agreement Summary
Merger and Placement Presentation APPENDIX G: UNDERWRITING AGREEMENT SUMMARY Duxton Farms Limited (Company) has entered into an underwriting agreement with Morgans Corporate Limited (ACN 010 539 607) and Bell Potter Securities Limited (ACN 006 390 772) (Lead Managers) in respect of the Placement (Un
Slide 55: Appendix G: Underwriting Agreement Summary
Merger and Placement Presentation APPENDIX G: UNDERWRITING AGREEMENT SUMMARY • (Certificate) A certificate which is required to be furnished by the Company under the Underwriting Agreement is not furnished when required, or if furnished is untrue, incorrect or misleading or deceptive in any material
Slide 56: Appendix G: Underwriting Agreement Summary
Merger and Placement Presentation APPENDIX G: UNDERWRITING AGREEMENT SUMMARY In addition, the Lead Managers may terminate their obligations under the Underwriting Agreement if any of the following events: has, or is likely to have, a material adverse effect on the success or outcome of the Placement
Slide 57: Appendix G: Underwriting Agreement Summary
Merger and Placement Presentation APPENDIX G: UNDERWRITING AGREEMENT SUMMARY • (Hostilities) Major hostilities not existing at the date of the Underwriting Agreement commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or
Slide 58: Appendix H: International Offer Restrictions – Placement
Merger and Placement Presentation APPENDIX H: INTERNATIONAL OFFER RESTRICTIONS – PLACEMENT This document does not constitute an offer of new ordinary shares (“New Shares”) of This document has been given to you on the basis that you are an “institutional the Company in any jurisdiction in which it w
Slide 59: Appendix H: International Offer Restrictions – DRP
Merger and Placement Presentation APPENDIX H: INTERNATIONAL OFFER RESTRICTIONS – DRP This document does not constitute an offer of new ordinary shares ("New Shares") in Authority of Singapore. Accordingly, this document and any other document or regulatory authority or authorized review body. In par
Slide 60: Appendix I: Disclaimer of Liability
Merger and Placement Presentation APPENDIX I: DISCLAIMER OF LIABILITY No party other than Duxton Farms has authorised, permitted or caused the issue, they make any representations or warranties to you concerning this Presentation or Managers, together with their respective affiliates and related bod
Slide 61: duxtonfarms.com
Duxton Farms Limited 7 Pomona Road, Stirling SA 5152 +61 (08) 8130 9500 enquiries@duxtonam.com duxtonfarms.com