CONTINUOUS DISCLOSURE

The Corporation Act 2001 sets out continuous disclosure obligations. These obligations must be observed by both listed and unlisted disclosing entities.

The 2006 Grower Project & Asset Trust and the 2007 Grower Project & Asset Trust are classified as unlisted disclosing entities as they are registered managed investment schemes with 100 or more members who hold interests in the scheme under an offer made under a PDS. UAL as the responsible entity (RE) of the registered schemes is responsible for their compliance with the obligations in section 675 of the Corporations Act.

ASIC Regulatory Guide 198 "Unlisted Disclosing Entities: Continuous disclosure obligations" aims at facilitating continuous disclosure via a company's website. The UAL website will be used as per RG 198 recommendations. 

In addition, please note that the above referenced managed investment schemes are audited biannually and the audit reports are made available to investors.


19 JULY 2017

Wayne Overall

The UAL Board announces with deepest regret the recent passing of Wayne Overall, founding Shareholder and Executive Director of United Almonds Limited.

Wayne struggled with pancreatic cancer for over 12 months and was simply unable to keep up what was an extremely valiant fight against this insidious disease.

Wayne leaves behind an enterprise that only a person with his tenacity could have built and his spirit will forever be the foundation of UAL. He worked tirelessly to maximise outcomes for investors especially given the exceptionally difficult horticultural and economic circumstances that were faced at times (including a once in 100 year drought and the Global Financial Crisis).

All investors will be aware of Wayne’s contribution and he will be very much missed by everyone who knew him. Our thoughts and prayers are with his family and friends during this extremely difficult period of adversity.

Investors can be assured that UAL and your Almond Projects continue to be managed effectively by the current Board and the UAL management team.


21 MARCH 2017

Storm at the Orchard

On the evening of Tuesday 21 March, the UAL orchard received over 60 mm of rain in the space of a few hours.

Unfortunately, the nuts that were on the orchard floor awaiting harvest (of the Carmel variety) became very wet and there was also some minor flooding in the low lying areas. The rainstorm also resulted in some nuts falling from the trees.

The exact extent of the impact on the 2017 yield is unable to be quantified at this stage and UAL probably won’t be able to fully reconcile the outcome until all the almonds are graded by Almondco Australia Ltd (the processor).

Fortunately, most of the Non-Pariel almonds had already been harvested and had either been delivered to the processing plant or stored on the almond pad. Non-Pariel is the premium variety (commanding the highest prices) and has the softest shell making them more susceptible to moisture.
 

15 MARCH 2017

Head Lease Registration Breach Rectified

Further to the continuous disclosure made below in January 2014, UAL is pleased to advise that Land Victoria has finally registered the subdivision associated with the land involved in the 2007-2008 Projects and issued new certificate of titles. In addition, Land Victoria has finally registered the Head Leases for the 2007-2008 Projects. This now rectifies any breach of conditions 25-27 of UAL’s Australian Financial Services Licence.
 

Repayment of ANZ Bank Debt

Investors will recall that several of the Asset Trusts for which UAL acts as Responsible Entity/Trustee obtained ANZ bank loans in order to fund the acquisition of land, trees, water licences and orchard infrastructure for their respective Grower Projects to sublease.

The 2004, 2006, 2007 Piangil and 2008 Asset Trusts fully repaid their loans some time ago. The 2007 Asset Trust repaid its loan in full on 29 November 2016.

Every Asset Trust is thus now completely debt free thus removing financing risk. At its peak, the total ANZ loan book across all Projects was approximately $36m. Consequently, given the extraordinary financial and horticultural hurdles that the Projects have faced over the last 12 years, it is a particularly outstanding result to extinguish the loans within the loan terms in such a challenging environment.


15 SEPTEMBER 2016

Dear Investor, 

We are pleased to announce that our company name will change to UNITED ALMONDS LIMITED, effective 1 September 2016.

Our new name reflects our integral membership of the wider United Almonds Group of companies and allows us to incorporate United Almonds’ corporate identity into our business activities. Our new internet address will be www.unitedalmonds.com.au. Our email address will change to melbourne@unitedalmonds.com.au.

The almond orchard projects will continue to operate in their current structures and your investment administration and orchard management teams remain unchanged. Our office location, phone, and fax numbers will remain the same as below:

Address: Level 11, 470 Collins Street, Melbourne Vic. 3000
Phone: 03 9629 2777
Fax: 03 9629 1944

Sincerely

Wayne Overall
Executive Director

 

3 MARCH 2016  

Investors may recall that prior to 1 November 2012, AIL was easily able to meet the net tangible asset (NTA) and liquidity requirements imposed on it as a responsible entity of registered managed investment schemes.

Under the new NTA and liquidity requirements introduced by ASIC that came into effect on 1 November 2012, AIL could not meet the new liquidity requirement to hold the amount of NTA in cash or cash equivalents or unencumbered liquid assets as a result of the ANZ’s fixed and floating charge over AIL’s assets that had been in place since 2004 as part of the security the ANZ had taken for loans made to various schemes for which AIL acts as Responsible Entity (please refer to the previous disclosure below for further information).

AIL recently restructured its security arrangements with the ANZ Bank and as a result, AIL is now no longer in breach of the Minimum Cash Requirements Test.

 
29 FEBRUARY 2016 

Almond Investors Limited ("AIL”) confirms that the Australian Securities & Investments Commission (“ASIC”) has granted its consent for Deloitte Private of Deloitte Touche Tohmatsu to audit the financial statements and compliance plans for the following registered managed investment schemes:

  • 2004 Swan Hill Almond Grower Project (ARSN 108 074 719)
  • 2004 Swan Hill Almond Orchard Asset Trust (ARSN 108 074 586)
  • 2005 Swan Hill Almond Grower Project (ARSN 113 186 468)
  • 2005 Swan Hill Almond Orchard Asset Trust (ARSN 113 186 495)
  • 2006 Swan Hill Almond Grower Project (ARSN 118 163 929)
  • 2006 Swan Hill Almond Orchard Asset Trust (ARSN 118 164 097)
  • AIL Almond Grower Project - Swan Hill (ARSN 122 494 491)
  • AIL Almond Asset Trust - 2007 (ARSN 122 494 615)
  • Piangil Grower Project – 2008 (ARSN 128 581 644)
  • Piangil Asset Trust – 2008 (ARSN 128 581 662)

Deloitte Private will also audit the financial statements for the Piangil Grower Project – 2007 and the Piangil Asset Trust – 2007.
 

1 FEBRUARY 2016

Register for Buying/Selling Allotments/Units 

 

DECEMBER 2015

Please click here to read AIL’s Current Water Management Strategy 
 

NOVEMBER 2015  

Appointment of Deloitte Private of Deloitte Touche Tohmatsu

Having analyzed proposals from several major accounting firms (including the incumbents), AIL is pleased to advise that it has appointed Deloitte Private of Deloitte Touche Tohmatsu as the independent external auditors of AIL and its Managed Investment Schemes from the financial year ending 30 June 2016, replacing Grant Thornton. Grant Thornton have been the auditors since 2003 and Directors believe it is good corporate governance to change auditors at this time.

Deloitte Private is a specialist team consisting over 250 people in Melbourne that work exclusively with mid-market companies to manage their compliance obligations, transactions, risk and business performance. Deloitte Private’s agribusiness and food processing experience includes working with Olam Orchards, Sanitarium and the Riverina Dairy Group and their experience with Responsible Entities running managed investment schemes includes Almond Orchards Australia Ltd and the Elders Forestry Group. AIL believes their knowledge and expertise will add value to the Projects.

AIL thanks Grant Thornton for the productive and professional relationship that we have enjoyed over the years.

AIL Almond Asset Trust – 2007 (2007 & 2008 Unit Holders)

In keeping with the ongoing disclosure principles as set out in ASIC Regulatory Guide 46 - Unlisted Property Schemes, we again draw your attention to some aspects of the Asset Trust. The Asset Trust borrowed funds to acquire the Land, Trees and Water Shares. The gearing ratio is now 23.17%. The Asset Trust's interest cover ratio is 10.48:1 based on the audited financial statements of the Asset Trust as at 30 June 2015. Interest cover gives an indication of the Asset Trust's ability to meet the interest payments from earnings.

Piangil Asset Trust - 2008

In keeping with the ongoing disclosure principles as set out in ASIC Regulatory Guide 46 - Unlisted Property Schemes, we again draw your attention to some aspects of the Asset Trust. The Asset Trust borrowed funds to acquire the Land, Trees and Water Shares. The gearing ratio is now 26.61%. The Asset Trust's interest cover ratio is 18.53:1 based on the audited financial statements of the Asset Trust as at 30 June 2015. Interest cover gives an indication of the Asset Trust's ability to meet the interest payments from earnings.

JULY 2015 

AIL is very pleased to announce the appointment of Julie Bird as a Director of AIL.

Julie Bird has a comprehensive understanding of the Australian horticultural industry, having worked in it for over 20 years. Previously Julie was Chief Executive Officer of the Almond Board of Australia, Director of the Australian Nut Industry Council, Independent Chair of the South Australian Apiary Industry Advisory Group and was an Executive for Pollination Australia. She has extensive experience working in all aspects of primary production, including a role with Quality Fruit Marketing - marketing stone fruit to domestic and international markets.

Julie is now Independent Chair of the Apple and Pear Industry Advisory Committee and manages 1DAY Pty Ltd, a management consultancy servicing the agribusiness sector. She is a graduate of the Australian Institute of Company Directors and is currently undertaking a Master of Business Administration (Executive).

AIL is confident that Julie will make a valuable contribution to the AIL projects and that investors will benefit from her knowledge and expertise in the Australian almond industry.
 

26 MAY 2015 

AIL is very sad to advise the untimely passing of John Bird.

John became a Director of Almond Investors Ltd in December 2014 and his comprehensive knowledge of the Australian and international almond industries coupled with his business acumen enabled him to make a very valuable contribution to the AIL projects in a relatively short period of time.

Our thoughts and prayers are with his family and friends during this challenging time. John will be very much missed by everyone that knew and respected him.

1 DECEMBER 2014 

Almond Investors Limited – Change of Ownership
 

7 OCTOBER 2014

It is with great sadness that we advise the untimely passing of Graham Johns.

Graham was a Director of Almond Investors Ltd as well as a Director of RMONPRO Developments Pty Ltd, and your Orchard Manager.

Over the last 10 years, Graham worked tirelessly to establish best practice almond orchards for Investors in exceptionally difficult horticultural circumstances (including a once in 100 year drought).

All investors will be aware that Graham was an integral part of both the AIL and RMONPRO teams and he will be very much missed by everyone that knew him. Our thoughts and prayers are with his family and friends during this difficult time.

Investors can be assured that AIL is liaising with RMONPRO to implement business continuity strategies to ensure there is minimal impact on the management of your almond investment.

 

Further Reading: 

FINANCIAL REVIEW NEWSPAPER ARTICLE - 29 SEPTEMBER 2014

IN A NUTSHELL NEWSLETTER - EXECUTIVE UPDATE - SPRING 2014 
SOURCE: ALMOND BOARD OF AUSTRALIA



WE ARE ON THE MOVE

AIL is relocating to new offices within the same building from Monday 20th January 2014.

Our new address will be:

Level 11, 470 Collins St, Melbourne VIC 3000.

All other contact details will remain the same and are as follows:

Phone: 03 9629 2777

Fax:      03 9629 1944

Email:   melbourne@almondinvestors.com.au

 

AIL DISCLOSURES TO INVESTORS

Section 675 of the Corporations Act 2001 sets out continuous disclosure obligations that must be observed by both listed and unlisted disclosing entities.  AIL also follows the recommendations outlined in ASIC Regulatory Guide 198 "Unlisted Disclosing Entities” so that investors continue to be provided with up to date information about their investment.

AIL is making investors aware of two breaches of its AFSL that it self reported to ASIC.

RE: New Financial Requirements

Prior to 1 November 2012, AIL was easily able to meet the net tangible asset (NTA) and liquidity requirements imposed on it as a responsible entity of registered managed investment schemes.

Under the new NTA and liquidity requirements introduced by ASIC and that came into effect on 1 November 2012, AIL must now—

(a)   hold a higher minimum NTA which is calculated as 10 percent of its average responsible entity revenue, and

(b)   ensure its NTA is comprised of 50% cash or cash equivalents (effectively cash on hand or highly liquid investments that are readily convertible to cash) and 50% unencumbered liquid assets (e.g., trade debtors that can be converted to cash within 6 months).

In practical terms, this means AIL now has an obligation to hold a minimum of $1.05 million in cash or cash equivalents and an additional $1.05 million in unencumbered liquid assets.

ASIC introduced the new financial requirements to ensure that responsible entities have more financial resources and are better able to meet their operating costs throughout the life of their schemes through more robust cash flow forecasting, greater levels of capital and liquidity.   

The ANZ Bank has held  a fixed and floating charge over the assets of AIL since 2004 as part of the security the bank has taken for loans made to various schemes for which AIL acts as Responsible Entity.  AIL’s assets are therefore encumbered.  The existence of the charge was disclosed in all product disclosure statements issued by AIL.  Whilst AIL meets the amount of NTA under the new requirements, it cannot meet the new liquidity requirement to hold the amount of NTA in cash or cash equivalents or unencumbered liquid assets as a result of the charge.

 

The ANZ Bank has confirmed it will not release the fixed and floating charge held over AIL’s assets that has been in place since 2004 until all of the managed investment schemes for which AIL acts as Responsible Entity fully repay their loans to the ANZ Bank. The only schemes that still have ANZ bank debt are the AIL Almond Asset Trust – 2007 (Stage 1), the Piangil Asset Trust – 2007, the AIL Almond Asset Trust – 2007 (Stage 2 2008) and the Piangil Asset Trust – 2008.

The AIL Almond Asset Trust – 2007 (Stage 1) and Piangil Asset Trust – 2007 loan facilities expire in June 2017 and the AIL Almond Asset Trust – 2007 (Stage 2 2008) and the Piangil Asset Trust – 2008 loan facilities expire in October 2015.  The loan facilities have standard commercial terms and conditions for financing of this type.  The Asset Trusts have always made every principal and interest payment by the due dates.

This breach does not currently affect investors because, as referred to above, the fixed and floating charge has been in place since 2004 and has no effect, nor has any impact, on the day to day management or viability of the managed investment schemes for which AIL acts as Responsible Entity.  However, if AIL fails to continue to meet the covenants placed on the loans the ANZ Bank may have the ability to exercise their rights over AIL’s assets which may have an impact on investors.  The ANZ Bank is aware AIL does not currently meet the financial requirements under its licence.

RE: Head Lease Registration

As with all agribusiness scheme responsible entities, AIL’s AFSL contains conditions relating to the land on which the schemes are operated.  The conditions require registration of an instrument on the title to the land and which can be in the name of, among others, the scheme custodian or the responsible entity.  This condition has commonly been met by registration of a lease in most jurisdictions around Australia.

The policy basis behind the underlying land conditions on AFSLs is to avoid exposing investors in a scheme to risks of failure due to inadequate protection of interests in land needed for the scheme for its expected duration.  Under land titling arrangements in Australia, a registered encumbrance, such as a lease, runs with the land in the event of change of ownership, including as a result of a mortgagee exercising power of sale due to landowner insolvency. 

The head leases associated with the AIL Almond Grower Project - Swan Hill ARSN 122 494 491, the Piangil Grower Project - 2008 ARSN 128 581 644, and the AIL Almond Grower Project - 2010 ARSN 142 150 954 have been unable to be registered with Land Victoria as that department refuses to register leases that are derived from the surrender of partial leases over part of a title.

However, it is important to note that in the view of AIL and its legal advisors, registered leases give investors no greater protection than that already afforded by section 42 of the Transfer of Land Act 1958 (VIC).  This section provides statutory indefeasibility for a tenant in possession of land. That section relevantly provides as follows:

(1) Notwithstanding the existence in any other person of any

estate or interest…the registered proprietor of

land shall, except in case of fraud, hold such land subject to

such encumbrances as recorded on the relevant folio of the

Register but absolutely from all other encumbrances

whatsoever…

(2) Notwithstanding anything in the forgoing the land which is

included in any folio of the Register or registered instrument

shall be subject to—

(a) …

(e) the interest of a tenant in possession of the land;…

notwithstanding the same respectively is not specifically

recorded as encumbrances on the relevant folio of the

Register.

 

The very existence of this statutory indefeasibility provision explains why registration of leases in Victoria is the exception and not the rule.   Case law has decided that a mortgage holder defeats this indefeasibility but in circumstances where the mortgage was in existence before the tenant took possession of the land.  In the three schemes noted above, the ANZ mortgage was put in place after the Growers became tenants of the land and so that case law does not apply.

This breach of AIL’s AFSL does not currently affect investors because of the protection afforded by the Transfer of Land Act as referred to above. 

There is a process that could be undertaken by AIL to register the leases over the land concerned, however it would be cost prohibitive for investors to do so, especially when investors can rely on the principle of indefeasibility of title.

AIL’s Discussions with ASIC

AIL self - reported the above referenced breaches to ASIC and explained in detail as to how these breaches are beyond AIL’s control. 

After discussions with ASIC, AIL and ASIC agreed that the most practicable way forward, pending further efforts to address the  breaches, was for AIL to vary its AFSL authorizations to limit the schemes for which AIL acts as Responsible Entity to those it currently operates, remove the authorization to issue new scheme interests given AIL does not currently intend to establish any further schemes and so has no need for that authorization and to maintain the ability to deal in deposit and insurance products in relation to its current schemes only.  That licence variation has now taken place.

AIL has also applied to ASIC for relief from conditions 26 to 28 of its AFSL (those that relate to the requirement to register leases).  AIL will provide updates on its website about the progress of the relief application.

Please do not hesitate to call the AIL office on 03 9629 2777 and speak with Wayne Overall if you have any questions about this information.

INVESTOR CORRESPONDENCE

Three investors who collectively hold 28 Grower Allotments (out of a total of approximately 4,715 Grower Allotments) in a number of AIL Almond Projects, have written to us on several occasions and we have responded appropriately.  Copies of that correspondence can be accessed by clicking here.

FLOOD UPDATE - NO DIRECT THREAT TO AIL ORCHARDS

The Murray River has already peaked in the areas surrounding Swan Hill and we are pleased to report there is no direct threat to the orchards as they are approximately 4 kilometres from the River and are well above the River (that is, the Murray River would need to vertically rise substantially more than it has to date before the orchards would be affected).  We are also glad to advise that there is no threat to the river pumps or electrical installations on the river bank.  The electrical infrastructure was deliberately constructed 300mm above the peak flood levels recorded in 1956 which has proven to be a very prudent decision.

The orchards have been very wet from the significant amount of rain (250mm) that fell across the Mallee region in four days in January.  The low lying areas of the orchards accumulated substantial water which required the Orchard Manager to drain these areas with pumps.  The orchards received another 50mm of rain over the weekend of 4-6 February.  Fortunately this second rainfall event was steady rain and soaked into the soil rather than accumulated like it did with the January rains.  As a result it did not give rise to any significant issues.  However, some additional drainage pumping was conducted to access the tree rows to prepare them for harvest (i.e. to remove weeds and level rows). The continuous rain is making the harvest preparation more difficult as more weeds grow with more rainfall.  Despite these kinds of difficulties, we are succeeding in preparing the orchards for an efficient harvest. 
          
We estimate that the cost of the flood clean up measures undertaken to date and the steps we are taking to mitigate the impact of any future flood conditions will be approximately $150,000.  We are currently undertaking an orchard survey to determine the number of water logged trees that have been lost and the number of trees that have been affected (but will survive). At this stage, we believe that, across all Projects, tree losses will be less than 10,000.  Of course, any trees losses are of concern, but given that there are over 390,000 trees in the orchards, tree losses of about 3% are not catastrophic. We will be able to provide the results of the survey when they become available. We intend to replant many of the dead trees and only areas that are assessed unplantable will be retired to water removing eucalyptus trees.

We are fortunate that these rain events occurred early-mid February, before the harvest scheduled for late February.  Heavy rainfall does pose a threat to the harvest and if it continues we may lose some almonds due to severe staining or mould.  To minimise any almond losses, we plan to harvest using two eight hour shifts, reducing the length of the harvest and allowing the almonds extra time to dry if needed (whilst still meeting harvest timelines)

DISCLOSABLE EVENT - Industry Biennial Crop Update – December 2010

The entire Australian Almond Industry, from South Australia through Victoria to New South Wales, is experiencing a biennial cropping cycle.  Trees that are in a biennial cropping cycle produce large amounts of growth at the expense of large crops.

The Almond Board of Australia has tried to obtain information as to why this has happened but has been unsuccessful in determining a specific cause. The issues are complex and probably involve the impact of the drought over the last few years and the associated environmental issues since the spring of 2009.  These factors combined to produce significantly lower flower numbers and flower set (i.e. nuts set per 100 flowers) in August/September 2010. Less flowers on the trees for bees to pollinate and the fewer number of flowers being successfully pollinated has led to lower almond production across the industry.   This is an unusual phenomenon, the scale of which has not been seen for a very long time.  We would not expect to see it happen again during the Project term unless the exceptional horticultural conditions of recent times are repeated. In modern almond orchards with no restrictions to inputs (e.g. water) or the occurrence of significant environmental events (e.g. frost), the incidence and the degree of biennial bearing is normally minimal. 

The accelerated tree growth and the better water supply over the medium term should result in larger amounts of flowers on the trees in August 2011 and beyond and a return to historical levels of fruit set.  Clearly, the rapid increase in growth this year is very beneficial to future crops and investors’ future cash flows but the smaller 2011 crop will have a significant impact on short term almond harvest proceeds.

 

AIL Directors

On 22 June 2012, Michael Naphtali and Keith Woodhead resigned as Directors of Almond Investors Limited (AIL).  They had both been Directors since 2004, seeing AIL though many tough times and AIL thanks them for their valuable contribution.  Both Michael and Keith will continue to be AIL shareholders. 

Under section 201A of the Corporations Act, a public company is required to have a minimum of three Directors.  Consequently, on 3 July 2012, Graham Johns and Wayne Overall (the remaining Directors) appointed Rex Booker as a Director of AIL in accordance with section 201H of the Corporations Act.

As most of you are aware, Rex has been involved with the AIL team since AIL’s inception and has become a specialist in the water trading market, generating significant cost savings for AIL’s various Asset Trusts.  Rex has a deep understanding of the challenges that AIL faces in the difficult economic and horticultural environment that we are in at the moment and we welcome his input.

 

Compliance Committee

The Compliance Committee is required to meet on a regular basis to assess the adequacy of the Compliance Plans and report any breaches to the AIL Board after reviewing detailed documentation provided by the AIL management team.  The Committee Members are highly qualified and have extensive experience in the financial services industry.  The members are as follows:

Ewan Macdonald (Chairman)

Ewan MacDonald replaced Jim Higgins as Chairman in 2008.  Ewan MacDonald is a solicitor specializing in managed funds, AFS licensing, investment management and custody. He is currently Special Counsel at Freehills in Sydney. Ewan has held a range of commercial and legal positions in the financial services industry since 1988.

Henry (Sandy) Gilbert, FCA (External Member)

Henry (Sandy) Gilbert practices as a Chartered Accountant and Auditor and has over 40 years experience in the accounting industry. He is currently a consultant to Rundles Chartered Accountants.

Wayne Overall (AIL Representative)

Wayne Overall replaced Keith Woodhead as the AIL Representative in 2009.    Wayne has been an Executive Director of AIL since its inception in 2003.  Prior to entering the almond industry in 2000, he was General Manager of Victoria, Permanent Trustee Company Limited. During his time there from 1987 to 1999, Wayne was responsible for a variety of investment services and financial products.