Independent Expert concludes MIRA's proposal for Vitalharvest is fair and reasonable and in the best interests of unitholders

Sydney, 10 February 2021

Further to the 17 November 2020 and 1 February 2021 announcements regarding Macquarie Infrastructure and Real Assets’ (MIRA) proposed acquisition of Vitalharvest Freehold Trust (ASX:VTH, Vitalharvest) by trust scheme (Scheme) or asset sale (Asset Sale) (together, the Transaction), MIRA today welcomed the Court’s confirmation that The Trust Company (RE Services) Limited¹ as responsible entity of Vitalharvest (Responsible Entity) would be justified in convening a meeting of Vitalharvest unitholders to consider and, if thought fit, vote on resolutions to give effect to the Scheme and, alternatively the Asset Sale. The Responsible Entity has announced it intends to convene the meeting on 4 March 2021, with the Scheme Booklet to be distributed to Vitalharvest unitholders shortly.

MIRA notes:

• The Board of the Responsible Entity unanimously recommends that Vitalharvest unitholders vote in favour of:
  • the Scheme (in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable to, and in the best interests of, Vitalharvest Unitholders); and
  • the Asset Sale (in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Asset Sale is fair and reasonable to, and in the best interests of, Vitalharvest Unitholders and on the basis that it will only be implemented if the Scheme is not approved).
• The Independent Expert has concluded that both the Scheme and, if the Scheme is not implemented, the Asset Sale are fair and reasonable and in the best interests of Unitholders
• Primewest Management Ltd (as responsible entity for Primewest Property Fund), who currently holds, and can control the votes in relation to 36,752,949 Vitalharvest units (representing 19.87% of the total number of Vitalharvest units on issue), has confirmed to the directors of the Responsible Entity that it intends to vote those units in favour of the Scheme and, if the Scheme is not approved by Vitalharvest unitholders, the Asset Sale Purchase, subject to no superior proposal emerging, and has provided a call option over 30,000,000 Vitalharvest units to MIRA’s proposed acquiring entity
• The Scheme Consideration of $1.00 cash per Vitalharvest unit, together with an interim distribution of 2.5 cents per Vitalharvest unit permitted to be paid by Vitalharvest from rent received for the half year ended 31 December 2020 (Interim Distribution) represents:
  • 30.6% premium to the last closing price before announcement of MIRA’s proposal, being $0.785
  • Greater than 21x the total value of Vitalharvest’s FY2020 distributions paid
  • A higher price than Vitalharvest units have ever traded at during their listing on the ASX
• The Responsible Entity expects (based on the information available to it to date) that the distribution of proceeds from the Asset Sale ultimately received by Vitalharvest unitholders should be equivalent to the Scheme Consideration. Vitalharvest unitholders would also receive the Interim Distribution.

Liz O’Leary, Head of MIRA Agriculture, said: "We welcome the Independent Expert’s conclusions, and the ongoing support of the Responsible Entity and the Manager for the Transaction.

“The all-cash consideration and the Interim Distribution represent a very significant premium to where the units were trading prior to the Transaction announcement. The Transaction is strongly aligned with MIRA’s proven investment strategy of deploying long term capital to support high quality agricultural operators and investment grade assets.”

The full Independent Expert Report will be included in the Scheme Booklet which will be made available to Vitalharvest unitholders by the Responsible Entity and is accessible via the ASX.

About Vitalharvest Freehold Trust (VTH)

VTH Group is an ASX-listed real estate investment trust which owns an aggregation of four berry and three citrus farms, along with associated water rights, in Australia.

Vitalharvest owns a portfolio of berry and citrus farms in New South Wales, South Australia and Tasmania, which are leased to Costa Group. The Properties are diversified across locations (including northern and southern NSW, northern Tasmania and the South Australian Riverland area), water sources and climates. The crop-types are also varied with the berry farms containing a mixture of blueberries, blackberries and raspberries, and the citrus farms growing oranges, mandarins, lemons, as well as persimmons, avocadoes and wine grapes.

VTH Group generates revenue by leasing the Properties to various wholly-owned subsidiaries of the ASX listed Costa Group Holdings Limited (Costa Group), Australia’s leading horticultural company and fresh produce supplier.

About Macquarie Agricultural Funds Management

Macquarie Agricultural Funds Management is MIRA’s agricultural arm and an Australian-headquartered, active asset manager, with a longstanding track record in owning and managing farmland domestically. Vitalharvest owns a portfolio of berry and citrus farms in New South Wales, South Australia and Tasmania, which are leased to Costa Group. The properties and their operations are well aligned with MIRA’s agricultural expertise and strategy.

For more than 10 years, MIRA has combined farming expertise, investment management discipline and a deep understanding of global commodities markets ‘in-house’, to become one of Australia’s largest diversified farmers and a major investor in Brazilian agriculture. MIRA’s Australian agriculture portfolio teams are based in Albury, Orange and Sydney.

MIRA, a division of Macquarie Group, is one of the world’s leading alternative asset managers. For more than two decades MIRA has partnered with investors, governments and communities to operate, develop and enhance assets relied on by more than 100 million people each day.

Media inquiries

Ben Wilson
GRACosway
+61 407 966 083
bwilson@gracosway.com.

1.  Part of Perpetual Limited (ASX:PPT)