Ricegrowers Ltd. Class B · ASX:SGLLV

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

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

  1. Slide 1: SunRice Shareholder Meeting

    SunRice Shareholder Meeting 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: Contents

    Contents Section Description Page 1 Indicative Timeline 4 Summary of Scheme Implementation 2 5 Agreement 3 Evolution of Industry Debt 13 4 P dd P Paddy Price i C Comparison i 14 5 Conclusion 16 3

  4. Slide 4: 1. Indicative Timeline

    1. 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 E

  5. Slide 5: 2. Summary of Scheme Implementation Agreement

    2. 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

  6. Slide 6: 2. Summary of Scheme Implementation Agreement: Medium Grain Pricing Mechanism

    2. 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

  7. Slide 7: 2. Summary of Scheme Implementation Agreement: R&D and Community Support

    2. 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 consist

  8. Slide 8: 2. Summary of Scheme Implementation Agreement: Enforceable Commitments

    2. 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  R&D  Paddy Pricing  Pure S

  9. Slide 9: Structure of Grower Advisory Board

    2. 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 a

  10. Slide 10: Role of Grower Advisory Board – Paddy Pricing

    2. Summary of Scheme Implementation Agreement Role of Grower Advisory Board – Paddy Pricing  Determine the two appropriate Californian pools for reference Medium Grain  Determine D t i ththe mostt appropriate i t cash h price i reference f Premium Pool  Determine appropriate weighting of pool and

  11. Slide 11: Role of Grower Advisory Board – Pricing (contd.)

    2. Summary of Scheme Implementation Agreement Role of Grower Advisory Board – Pricing (contd.)  Provide P id guidelines id li consistent i t t with ith pastt practice ti 2011 Prices  Indicative price communicated prior to the shareholder vote Decisions  Majority ajo ty vote ote o of tthe eGGrower

  12. Slide 12: Role of Grower Advisory Board – Consultation

    2. Summary of Scheme Implementation Agreement Role of Grower Advisory Board – Consultation  R&D investment Industry and Regional  Industry and RGA support Support  Regional sponsorship and support  Payment options e.g. Board Orders, forward financing facility Grower  Procurement of crop inputs

  13. Slide 13: 3. Evolution of Industry Debt

    3. Evolution of Industry Debt Consolidated Industry Debt: 2000 – 2010 (A$m)  Total industry debt has not changed and remains between $300m – $400m  Now all debt resides within SunRice – Banks provide 86% of debt at April 2010  Banks B k provide id >90% off Debt D bt after ft $13 $13m paymentt iin

  14. Slide 14: 4. Paddy Price Comparison

    4. Paddy Price Comparison Average California Pool Returns vs. SunRice (A$/paddy ton) Notes: 1.The years reflect Australian crop years and the prior California crop year 2 Available California pool prices for the major California millers has been used to get California Pool Average – 2.Available this

  15. Slide 15: 4. Paddy Price Comparison

    4. Paddy Price Comparison Ebro’s Historical Pro Rata Pool Price vs. SunRice – Total Paddy Return (A$/paddy ton) Notes: 1.The years reflect Australian crop years and the prior California crop year 2.Available California pool prices for the major California millers has been used to get California Pool

  16. Slide 16: 5. Conclusion

    5. 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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