In 2015, Murray Goulburn Co-operative Co. Limited (Murray Goulburn) undertook a capital restructure that involved the establishment of the MG Unit Trust (Capital Structure), a special purpose funding vehicle listed on the ASX. The responsible entity of the MG Unit Trust is MG Responsible Entity Limited (Responsible Entity), a wholly owned subsidiary of Murray Goulburn. The board of the Responsible Entity is the same as the Board of Murray Goulburn.
The funds raised by the MG Unit Trust from external investors in an initial public offering of units undertaken in June/July 2015 were invested into Murray Goulburn through Notes issued by Murray Goulburn (click here for Note terms). Subsequent to the MG Unit Trust listing on ASX, the MG Unit Trust has acquired Convertible Preference Shares (CPS) (click here for Note and CPS terms) issued by Murray Goulburn as a consequence of the operation of Murray Goulburn’s Shareholder Trading Platform. MG has announced that the Shareholder Trading Platform will cease to operate on 30 June 2018. The Notes and CPS each, as far as possible, carry the same economic rights as Murray Goulburn ordinary shares. At MG’s 2018 EGM (5 April 2018), the board noted it intends to put the delisting of the unit trust to a unitholder vote at MG’s upcoming AGM (expected October 2018). Further details of this vote will be posted to the ASX and under the ‘News’ section of this website.
The MG Unit Trust provides unitholders with an economic exposure to Murray Goulburn equivalent to the economic exposure of shareholders in Murray Goulburn. MG’s board has stated an intention to wind MG up once all outstanding litigation is concluded, and this will include a wind-up of the MG Unit Trust.
Unitholders will be entitled to receive distributions equivalent to any dividends paid to shareholders in Murray Goulburn. Dividends on shares, and therefore distributions on units, will be determined by the Board of Murray Goulburn in accordance with the Profit Sharing Mechanism outlined in Section 6 of the Product Disclosure Statement (PDS) dated 29 May 2015 (click here for PDS).
Units do not confer a direct interest in Murray Goulburn. The exposure of the MG Unit Trust and therefore unitholders to Murray Goulburn is only economic. Neither the Responsible Entity nor Unitholders will have any voting rights in respect of Murray Goulburn and will therefore not have control over the strategic and operational decisions of Murray Goulburn and will be unable to appoint or remove any directors of Murray Goulburn.
Shareholders of Murray Goulburn holding ordinary voting shares have the right to vote at general meetings of Murray Goulburn on strategic or operational decisions associated with Murray Goulburn’s business and can appoint or remove any directors of Murray Goulburn. Further details on the rights attaching to shares in Murray Goulburn can be found at section 9.8 of the Prospectus dated 1 May 2015 (click here for Prospectus).
Distributions on units in the MG Unit Trust will be determined by the Board in accordance with the Profit Sharing Mechanism. As a general rule, the interim and final distribution determination dates coincide with the announcements of Murray Goulburn’s interim and full year results. As MG progresses with the winding up of the company and the unit trust, the board intends to return capital to shareholders and unitholders.
You can view and change your personal unitholder details (including postal and email addresses, bank account details, Tax File Number, holding and distribution statements and communication preferences) and transfer units by contacting Computershare.
Phone: 1300 477 596 (within Australia) or +61 3 9415 4293 (international)
Mail: Computershare Investor Services Pty Limited, GPO BOX 2975, Melbourne, VIC 3001, Australia