FAQs

Set out below are some frequently asked questions and answers that shareholders may have in relation to the Nutrien Offer and the Scheme itself.

Additional frequently asked questions and answers are included in Section 4 of the Scheme Booklet.

If you have any questions about the Scheme or you would like additional copies of the Scheme Booklet, please contact the Shareholder Information Line on 1300 171 805 (within Australia) or +61 3 9415 4124 (outside Australia) Monday to Friday between 8.30am and 5.00pm (Sydney time).

For information about your individual financial or taxation circumstances please consult your financial, legal, taxation or other professional adviser.

 

Change in Scheme Timetable

  • Why has the Scheme Timetable changed?

    The change is to allow time for the Australian Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB) to make a final decision on the Scheme before the Scheme Meeting.

    As described in the Scheme Booklet, the Scheme is subject to certain conditions precedent, including approval from the ACCC and FIRB.

    On 13 June 2019, the ACCC released a Statement of Issues on the Scheme and indicated that it expects to make a final decision on 15 August 2019, and it is understood that FIRB will not make its decision until after this time. This is after the date originally scheduled for the Scheme Meeting. As a result, the Ruralco Board has obtained orders from the Federal Court of Australia to change the date for the Scheme Meeting to Friday, 6 September 2019.

    The Scheme Booklet noted that the date set for the Scheme Meeting may change as a result of the ACCC process.

  • What happens if I’ve already voted?

    If you have already submitted a valid proxy form and you don’t want to change the way you have voted you don’t need to do anything.

    If you have already submitted a valid proxy form and you want to change your vote you can request a new proxy form. Please call the Shareholder Information Line on 1300 171 805 (within Australia) or +61 3 9415 4124 (outside Australia) Monday to Friday between 8:30am and 5:00pm (Sydney time).

    If you have not yet submitted a valid proxy form you now have additional time with the new deadline for receipt of proxy forms of 10:00am (Sydney time) on Wednesday, 4 September 2019. For more information on how you can vote see Section 3 of the Scheme Booklet.

ACCC process

  • What is a Statement of Issues?

    A Statement of Issues is a document released by the ACCC that gives its preliminary view on competition issues arising from a proposed acquisition. It also identifies areas of further inquiry and invites interested parties to submit comments and information to assist them in their assessment of the issues. Nutrien and Ruralco now have an allocated time period to respond to the outlined issues and submit our response to the ACCC for their review.

  • How certain is it that this transaction will proceed?

    Addressing a Statement of Issues (SOI) is a common step in gaining ACCC approval for many company mergers. While we cannot always be certain of obtaining final approval, we have confidence that we and/or Nutrien will be able to address the issues raised by the ACCC and for it to give its approval.

    The ACCC have indicated they view identified issues in the SOI as an ‘amber light’ in the process, this means ACCC will clear the deal unless a third party can convince the ACCC that there are competition concerns. We have received no indication that the concerns are ‘red lights’. There are many aspects of the deal which have received green light approval and with further investigation we are confident the current amber light concerns will also receive green light approval.

  • What impact does this have on the Scheme timetable?

    The information received from the ACCC today does impact the transaction timetable, including any Implementation Date, as regulatory approval is a condition precedent for the transaction. It is hoped that that the extra time requested by the ACCC (further submissions are due by 27th June 2019) will allow Landmark, Nutrien and Ruralco to address any remaining questions the ACCC has on the proposed acquisition for ACCC approval to be given on their proposed date of 15th August 2019.

    The Scheme has many steps, which are outlined in the Nutrien Offer section on Ruralco’s website and in the Scheme Booklet. Ruralco will now apply to the Court to obtain a new date for the Scheme Meeting and this will have an impact on voting deadlines etc. Supplementary information will be provided to shareholders, including a revised timetable, in due course.

Background and overview of the Scheme

  • What are Ruralco Shareholders being asked to consider?

    Ruralco Shareholders are being asked to consider and vote on a proposal to transfer all of their Ruralco Shares to Landmark Acquirer (a wholly owned subsidiary of Nutrien Ltd and related body corporate of Landmark Operations Limited), in exchange for Landmark Acquirer paying Total Cash Consideration of $4.40 for each Ruralco Share they hold on the Scheme Record Date.

    The proposal is structured as a scheme of arrangement between Ruralco and all persons who hold Ruralco Shares as at the Scheme Record Date (currently expected to be 7.00pm on Tuesday, 30 July 2019).

    If the Scheme becomes Effective, Ruralco will become a wholly owned subsidiary of Landmark Acquirer and delisted from ASX.
    Section 5 of the Scheme Booklet contains an overview of the Scheme.

  • Why have I received a Scheme Booklet?

    The Scheme Booklet has been sent to you because you are a Ruralco Shareholder and Ruralco Shareholders are being asked to vote on a Scheme which, if approved and implemented, will result in Landmark Acquirer acquiring all Ruralco Shares.

    The Scheme Booklet is intended to help you decide how to vote on the Scheme Resolution, which needs to be passed by the requisite majorities of Ruralco shareholders at the Scheme Meeting for the Scheme to proceed.

  • What is the Scheme?

    The Scheme is a members’ scheme of arrangement between Ruralco and Ruralco Shareholders. A scheme of arrangement is a statutory procedure that is commonly used in Australia to undertake an acquisition of a publicly listed company. It requires a vote in favour of the Scheme by the requisite majorities of Ruralco shareholders as well as approval of the Court.

    If the Scheme is approved and implemented:

    • Landmark Acquirer will acquire all the Ruralco Shares; and
    • Ruralco Shareholders will receive the Total Cash Consideration for each Ruralco Share held at both the Scheme Record Date and the Special Dividend Record Date.

    For more information go to Section 5 of the Scheme Booklet.

  • What do the Ruralco Directors recommend?

    The Ruralco Directors unanimously recommend that you vote in favour of the Scheme Resolution to approve the Scheme, in the absence of a Superior Proposal. In relation to the recommendation of Travis Dillon, Ruralco Shareholders should have regard to the fact that, if the Scheme is implemented, Mr Dillon will become entitled to the cash amounts described in section 11.5.

    The reasons for this recommendation, and other matters that you may wish to take into consideration, are set out in section 6 of the Scheme Booklet.

  • How are the Ruralco Directors intending to vote?

    Each of the Ruralco Directors states that he or she intends to vote all the Ruralco Shares controlled or held by them, or on their behalf, in favour of the Scheme, in the absence of a Superior Proposal.

    The Relevant Interests of Ruralco Directors in Ruralco Shares as at the date of the Scheme Booklet are set out in section 11.1 of the Scheme Booklet.

    The reasons for the Ruralco Directors’ unanimous recommendation and other matters that you may wish to consider are outlined in Section 6 of the Scheme Booklet.

  • What is the Independent Expert’s opinion of the Scheme?

    The Independent Expert concluded that the Scheme is fair and reasonable and, therefore, in the best interests of Ruralco Shareholders in the absence of a superior proposal.

    The Independent Expert has estimated the full underlying value of Ruralco to be in the range of $4.14 and $5.03 per Ruralco Share.

    The Ruralco Directors recommend that you read the Independent Expert’s Report carefully and in its entirety.

    A complete copy of the Independent Expert’s Report is included as Attachment E to the Scheme Booklet.

  • What are my options?

    As a Ruralco shareholder you may:

    • Vote for or against the Scheme Resolution to approve the Scheme (in person or by proxy, corporate representative or attorney);
    • Sell your Ruralco shares on-market before the Effective Date or off-market before the Scheme Record Date; or
    • Do nothing, in which case if the Scheme becomes Effective your Ruralco shares will be transferred to Landmark Acquirer and you will receive the Total Cash Consideration (including any Special Dividend that may be declared and paid by Ruralco). If the Scheme does not become Effective, you will continue to hold your Ruralco shares.

  • Why does the Scheme Implementation Deed say that the Scheme will be implemented in June 2019 but the Scheme Booklet have different dates?

    The indicative timetable included in Schedule 2 of the Scheme Implementation Deed provided guidance to shareholders of the steps involved in implementing the Scheme. The dates included in that timetable are typical for a normal scheme to complete under the requirements of the Corporations Act.

    As set out in clauses 3.1 (a) and (b) of the Scheme Implementation Deed and in the letter to shareholders on the 8 March 2019, completion of the transaction in this case is subject to Nutrien receiving approval from the ACCC and FIRB. The length of time it could take to receive approval is unknown but it is expected that it may take 3 to 5 months, delaying the date on which the Scheme Meeting could be held where Shareholders can vote to approve the transaction.

    In the meantime, Ruralco and Nutrien are working to complete the steps of the Scheme that can be completed pre-regulatory approval and further communications to Shareholders will be made as soon as they are available.

Scheme Meeting and Voting Requirements

  • When and where will the Scheme Meeting be held?

    The date of the Scheme Meeting has now been changed from the original date in the Scheme Booklet of Wednesday, 17 July 2019 to allow time for the ACCC and the FIRB to make a final decision on the Scheme before the Scheme Meeting. It will now be held on Friday, 6 September 2019 at the offices of Gilbert + Tobin, Tower Two – International Towers, 200 Barangaroo Avenue, Sydney NSW 2000.

    See above for further FAQs in relation to this change of date.

  • What is the Scheme Resolution?

    The Scheme Resolution is a resolution to approve the Scheme. It will be voted on at the Scheme Meeting and is set out in the Notice of Scheme Meeting.

    The Notice of Scheme Meeting contained in Attachment A of the Scheme Booklet sets out further details on the Scheme Meeting.

  • Am I entitled to vote at the Scheme Meeting?

    If you are registered as a Ruralco Shareholder on the Register at 7:00pm (Sydney time) on Monday, 15 July 2019, then you will be entitled to attend and vote at the Scheme Meeting.

    Details of the Scheme Meeting and voting are in section 3 of the Scheme Booklet.

  • How do I vote?

    Voting at the Scheme Meeting may be in person, by proxy, by attorney or, in the case of a corporation, by corporate representative. If you wish to vote in person, you must attend the Scheme Meeting.

    If you cannot attend the Scheme Meeting, you may complete and return the personalised proxy form enclosed with your Scheme Booklet in accordance with the instructions or lodge your proxy form online at www.investorvote.com.au in accordance with the instructions given there. The deadline for lodging your proxy form for the Scheme Meeting is 10:00am (Sydney time) on Monday, 15 July 2019.

    Details of the Scheme Meeting and how to vote are in section 3 of the Scheme Booklet.

  • Is voting compulsory?

    Voting is not compulsory. However, the Scheme will only be successful if it is approved by the Requisite Majorities of Ruralco Shareholders so voting is important and Ruralco Directors encourage you to vote. If the Scheme is approved, you will be bound by the Scheme whether or not you voted and whether or not you voted in favour of it.

  • What voting majority is required to approve the Scheme?

    For the Scheme to proceed, the Scheme Resolution must be passed by the Requisite Majorities, being:

    • a majority in number (more than 50%) of Ruralco Shareholders present and voting at the Scheme Meeting (whether in person, by proxy, by attorney or, in the case of corporate Ruralco Shareholders, by a corporate representative) (noting that the Court may waive this requirement); and
    • at least 75% of the total number of votes cast on the Scheme Resolution at the Scheme Meeting.

  • What happens if I do not vote or if I vote against the Scheme?

    If you do not vote, or vote against the Scheme, the Scheme may not be approved at the Scheme Meeting by the Requisite Majorities of Ruralco Shareholders. If this occurs then the Scheme will not proceed, you will not receive the Scheme Consideration or the Special Dividend (if declared) and you will remain a Ruralco Shareholder.

    However, if the Scheme is approved by the Requisite Majorities and the Scheme is implemented, your Ruralco Shares will be transferred to Landmark Acquirer under the Scheme and you will receive the Total Cash Consideration, comprising the Scheme Consideration and Special Dividend (if declared), for each Ruralco Share you hold on the Scheme Record Date and Special Dividend Record Date whether or not you voted in favour of the Scheme.

  • When will the results of the Scheme Meeting be available?

    The results of the Scheme Meeting will be available shortly after the conclusion of the Scheme Meeting and will be announced to the ASX once available. Even if the Scheme Resolution is passed at the Scheme Meeting by the Requisite Majorities, the Scheme will only proceed if Court approval of the Scheme is obtained and all the other conditions precedent are satisfied or waived.

    The conditions of the Scheme are summarised in section 11.10(a) of the Scheme Booklet.

  • Why might I consider voting in favour of the Scheme?

    Section 6.2 of the Scheme Booklet sets out some of reasons why the Ruralco Directors consider that you should vote in favour of the Scheme in the absence of a Superior Proposal.

  • Why might I consider voting against the Scheme?

    Section 6.3 of the Scheme Booklet sets out some of reasons that may lead you to consider voting against the Scheme.

  • What do I do if I oppose the Scheme?

    If you, as a Ruralco Shareholder, oppose the Scheme, you should:

    • attend the Scheme Meeting either in person or by proxy and vote against the Scheme Resolution; and/or
    • if Ruralco Shareholders pass the Scheme Resolution at the Scheme Meeting and you wish to appear and be heard at the Second Court Hearing and oppose the approval of the Scheme at the Second Court Hearing, you must lodge a notice of intention to appear at the Second Court Hearing, attend the Second Court Hearing and indicate opposition to the Scheme.

    Please see the “Important notices” section of the beginning of the Scheme Booklet for further details under the heading “Notice regarding Second Court Hearing and if a Ruralco Shareholder wishes to oppose the Scheme”.

Overview of the Total Cash Consideration

  • What is the Total Cash Consideration?

    If the Scheme is approved and implemented, you will receive cash payments equal to $4.40 for each Ruralco Share that you hold (Total Cash Consideration), comprising:

    • the Scheme Consideration, which will be $4.40 for each Ruralco Share you hold on the Scheme Record Date, less the amount of any Special Dividend; and
    • a fully franked Special Dividend of up to $0.90 for each Ruralco Share you hold on the Special Dividend Record Date that Ruralco intends to declare and pay on or before the date the Scheme is implemented.

    The Ruralco Board intends to declare a fully franked Special Dividend of up to $0.90 per Ruralco Share which, subject to the Scheme becoming Effective, is expected to be paid on the Special Dividend Payment Date. However, the Total Cash Consideration will be $4.40 regardless of the amount of any Special Dividend. This is because the Scheme Consideration you receive from Landmark Acquirer will be $4.40 less the cash amount of any Special Dividend you receive from Ruralco.

    You will only receive the Total Cash Consideration in respect of the Ruralco Shares that you hold both on the Special Dividend Record Date and the Scheme Record Date.

  • How does the Special Dividend affect the Scheme Consideration?

    The table below sets out what you will receive based on different assumed scenarios in relation to the Special Dividend. Please note that these are examples only and that the Special Dividend is subject to the determination of the Ruralco Board.

    Scenario What you will receiveTotal Cash Consideration
    No Special Dividend is paid$4.40 cash from Landmark Acquirer for every Ruralco Share you hold at the Scheme Record Date (‘Scheme Consideration’)$4.40

     

    Ruralco pays a Special Dividend of $0.80$3.60 cash from Landmark Acquirer for every Ruralco Share you hold at the Scheme Record Date (‘Scheme Consideration’)

    plus

    $0.80 cash from Ruralco for every Ruralco Share you hold as at the Special Dividend Record Date (‘Special Dividend’)

    $4.40

    ($3.60 + $0.80)

    Ruralco pays a Special Dividend of $0.85$3.55 cash from Landmark Acquirer for every Ruralco Share you hold at the Scheme Record Date (‘Scheme Consideration’)

    plus

    $0.85 cash from Ruralco for every Ruralco Share you hold as at the Special Dividend Record Date (‘Special Dividend’)

    $4.40

    ($3.55 + $0.85)

    Ruralco pays a Special Dividend of $0.90$3.50 cash from Landmark Acquirer for every Ruralco Share you hold at the Scheme Record Date (‘Scheme Consideration’)

    plus

    $0.90 cash from Ruralco for every Ruralco Share you hold as at the Special Dividend Record Date (‘Special Dividend’)

    $4.40

    ($3.50 + $0.90)

    Please note that you will only receive the Total Cash Consideration in respect of the Ruralco Shares that you hold both on the Special Dividend Record Date and the Scheme Record Date. If you become a Ruralco Shareholder after the Special Dividend Record Date, you will not receive the Special Dividend. Similarly, if you sell your Ruralco Shares before the Scheme Record Date, you will not receive the Scheme Consideration. Please refer to the question “Can I sell my Ruralco Shares now?” for more information on what you will receive based on when you become or cease to hold Ruralco Shares.

    The table above does not consider any franking credits that may be attached to a Special Dividend that may entitle you to an Australian tax offset.

  • When will I be paid the Total Cash Consideration?

    If all conditions precedent to the Scheme becoming Effective are satisfied or waived (as applicable):

    • Ruralco Shareholders on the Register on the Scheme Record Date will be sent or have paid to them the Scheme Consideration on the Implementation Date; and
    • if a Special Dividend is declared by the Ruralco Board, Ruralco Shareholders on the Register on the Special Dividend Record Date are expected to be sent or have paid to them the Special Dividend on the Special Dividend Payment Date.

  • How will I be paid?

    All payments (including the Special Dividend) will be made by direct deposit into your nominated bank account, as advised to Ruralco’s Share Registry (Computershare). If you have not nominated a bank account, payments will be made by cheque.

The Special Dividend

  • What is the Special Dividend, and will any franking credits attach to the Special Dividend?

    The Ruralco Board intends to declare a fully franked Special Dividend of up to $0.90 per Ruralco Share which, subject to the Scheme becoming Effective, is expected to be paid on the Special Dividend Payment Date.

    The Special Dividend has not yet been declared and remains at the absolute discretion of the Ruralco Board.

    If a Special Dividend of up to $0.90 is paid, those Ruralco Shareholders who are entitled to the franking credits attached to the Special Dividend may be entitled to an Australian tax offset of up to approximately $0.39 per Ruralco Share (subject to confirmation from the ATO via a class ruling).

    Whether a Ruralco Shareholder will be entitled to the franking credits, will depend on their own specific circumstances.

    If the Special Dividend is less than $0.90, the franking credits attached to the Special Dividend and the Australian tax offset that Ruralco Shareholders may be entitled to will be commensurately less than $0.39.

  • Am I eligible to receive the Special Dividend?

    Yes, provided that:

    • the Ruralco Board declares the Special Dividend; and
    • all approvals and conditions for the Special Dividend are satisfied or waived (as applicable); and
    • you are registered as a Ruralco Shareholder on the Special Dividend Record Date.

  • When will I know what the amount of Special Dividend (if any) will be?

    The Ruralco Board intends to declare the Special Dividend on the date of the Scheme Meeting,

    If declared, Ruralco Shareholders will be informed through an announcement on the ASX and Ruralco's website (www.ruralco.com.au/investors).

  • When will I receive the Special Dividend?

    If the Scheme becomes Effective and the Special Dividend is declared, the Special Dividend is expected to be paid to Ruralco Shareholders on the Special Dividend Payment Date.

    The Special Dividend (if declared) will be conditional on the Scheme becoming Effective. If the Scheme does not become Effective, the Special Dividend will not be paid to Ruralco Shareholders.

  • Will I get the benefit of franking credits attached to the Special Dividend?

    If you are an Australian resident for tax purposes and satisfy the “qualified person” rules, you may be entitled to the franking credits attached to the Special Dividend (if declared) and the corresponding tax offset (subject to confirmation from the ATO via a class ruling).

    If you are not an Australian resident for tax purposes, you will not be entitled to the franking credits attached to the Special Dividend and the corresponding tax offset, but the Special Dividend should ordinarily not be subject to Australian tax.

    For an Australian resident Ruralco Shareholder to be considered a “qualified person”, they must hold their Ruralco Shares at risk for a continuous 45 day period within the qualification period (excluding the date of acquisition and disposal of their Ruralco Shares). The qualification period starts 45 days before the ex-dividend date of the Special Dividend and ends the day before the Scheme Record Date.

    Further information is provided at section 10 of the Scheme Booklet.

    The comments in section 10 are general in nature and should not be relied upon as advice for your affairs. It is recommended that you consult your financial, legal, taxation or other professional adviser with respect to the potential tax consequences of receiving the Special Dividend.

     

  • What is the ATO Class Ruling and what is the status of the Class Ruling?

    Ruralco has applied for a Class Ruling from the ATO on behalf of Ruralco Shareholders on certain matters, for example, to confirm the whether the Special Dividend is assessable to Australian tax resident Ruralco Shareholders, and not assessable or subject to withholding tax for non-resident Ruralco Shareholders.

    The ATO has not issued the Class Ruling requested as at the date of the Scheme Booklet. Ruralco expects to receive a draft of the ATO Class Ruling before the date of the Scheme Meeting. When Ruralco receives a draft of the ATO Class Ruling, Ruralco Shareholders will be informed through an announcement on the ASX and Ruralco's website (www.ruralco.com.au/investors).

    The final ATO Class Ruling may, however, not be issued until after the Implementation Date for the Scheme.

    Further information is provided at section 10.2 of the Scheme Booklet

Implementation of the Scheme

  • What will happen to Ruralco if the Scheme becomes Effective?

    If the Scheme becomes Effective all the Ruralco shares will be acquired by Landmark Acquirer and it is intended that Ruralco will be delisted from the ASX.

    See Section 5 of the Scheme Booklet for further information.

  • Are there conditions that need to be satisfied before the Scheme can proceed?

    Yes, there are several conditions that must either be satisfied or waived (where applicable) for the Scheme to be implemented. The conditions which remain outstanding as at the date of the Scheme Booklet are:

    • Landmark Acquirer receiving FIRB and ACCC approval for the Scheme;
    • no legal restraint or prohibition being issued preventing or materially restricting the Scheme or its implementation;
    • the Scheme Resolution being passed by the Requisite Majorities (see section 5.3(b) of the Scheme Booklet for further details) at the Scheme Meeting;
    • Court approval of the Scheme;
    • no Prescribed Occurrence, or Regulated Event described in paragraphs (a) or (c) of the definition of Regulated Event, or Material Adverse Change, occurring between the date of the Scheme Implementation Deed and 8:00am on the Second Court Date;
    • the Independent Expert continuing to consider the Scheme to be in the best interests of Ruralco Shareholders;
    • the representations and warranties given by Ruralco in the Scheme Implementation Deed are true and correct in all material respects, other than the representation and warranty in clause 9.3(b)(xxii) of the Scheme Implementation Deed, which is true and correct in all respects, as at the date of the Scheme Implementation Deed and 8:00am on the Second Court Date; and
    • arrangements being put in place so that no Ruralco Performance Rights, Ruralco Share Rights or Ruralco Matched Share Rights are in existence on the Business Day prior to the Scheme Record Date.

    The conditions of the Scheme are summarised in further detail in section 11.10(a) of the Scheme Booklet.

    Ruralco Shareholders should also be aware that the Scheme Implementation Deed may be terminated in certain circumstances (details of which are summarised in section 11.10(d) of the Scheme Booklet). If the Scheme Implementation Deed is terminated, the Scheme will not proceed.

     

  • Can I keep my Ruralco Shares?

    If the Scheme is implemented, your Ruralco Shares will be transferred to Landmark Acquirer. This will occur even if you did not vote at all or you voted against the Scheme Resolution at the Scheme Meeting.

  • Can I sell my Ruralco Shares now?

    Yes, you can sell your Ruralco Shares on-market at any time before the close of trading on the ASX on the Effective date of the Scheme. However, if you do so you will receive the prevailing on-market price set at the time of sale, which may not be the same price as the Total Cash Consideration, and you may also be required to pay brokerage.

    Ruralco intends to apply to the ASX for Ruralco Shares to be suspended from official quotation on the ASX from close of trading on the Effective Date. You will not be able to sell your Ruralco Shares on-market after that time.

    If you sell your Ruralco Shares before the Special Dividend Record Date, then you will not receive the Special Dividend (if declared) nor the franking credits attached to the Special Dividend that may entitle you to an Australian tax offset of up to approximately $0.39 per Ruralco Share that depending on your individual tax circumstances (subject to confirmation from the ATO via a class ruling).

    You will only receive the Total Cash Consideration in respect of the Ruralco Shares that you hold both on the Special Dividend Record Date and the Scheme Record Date. For example, if you sell any Ruralco Shares through an off-market transfer after the Special Dividend Record Date but before the Scheme Record Date:

    • the ‘seller’ will receive the Special Dividend (if declared) and may be entitled to the franking credits attached to the Special Dividend, and will also receive any consideration for the sale, but will not receive the Scheme Consideration; and
    • the ‘buyer’ will receive the Scheme Consideration, but will not receive the Special Dividend and the franking credits attached to the Special Dividend,

    which may not be the same amount in aggregate as the Total Cash Consideration.

  • What are the tax implications of the Scheme for me?

    The tax implications for each Ruralco Shareholder of the Scheme being implemented will depend on your specific taxation circumstances, including whether you are an Australian resident for tax purposes.

    For information about your individual financial or taxation circumstances please consult your financial, legal, taxation or other professional adviser.

    General information about the Australian tax consequences of the Scheme is set out in section 10 of the Scheme Booklet. You should not rely on this general information as advice for your own affairs.

  • Will I have to pay brokerage or stamp duty?

    No, you will not have to pay brokerage or stamp duty if your Ruralco Shares are acquired under the Scheme.

  • What happens if the Scheme is not approved and implemented?

    If the Scheme conditions are not satisfied or waived (where applicable), or the Scheme Implementation Deed is terminated, then the Scheme will not be implemented and:

    • you will retain your Ruralco Shares and they will not be acquired by Landmark Acquirer;
    • you will not receive the Scheme Consideration;
    • you will not receive the Special Dividend (if declared);
    • Ruralco will continue to operate as a stand-alone company listed on the ASX;
    • if no comparable proposal or superior proposal emerges, then the Ruralco share price may fall or trade at a price below the Total Cash Consideration of $4.40 per Ruralco Share; and
    • in certain circumstances, when the Scheme Implementation Deed is terminated, either Ruralco or Nutrien may have to pay a break fee (see section 11.10(c) of the Scheme Booklet).

    For further information on what happens if the Scheme is not implemented see section 9 of the Scheme Booklet.

  • What happens if a competing proposal for Ruralco emerges?

    Although no Competing Proposal has emerged as at the date of the Scheme Booklet it is possible that one could emerge, noting that Ruralco has agreed not to solicit Competing Proposals. If an unsolicited Competing Proposal for Ruralco is received before the Scheme Meeting, the Ruralco Directors will carefully consider it to determine whether it is a Superior Proposal and will inform you of any material developments which may affect the Ruralco Directors' view that the Scheme is presently the most favourable proposal for all of your Ruralco Shares.

    Nutrien has the right to make a proposal which is equally or more favourable to Ruralco Shareholders than the Competing Proposal if one is received by Ruralco.

    Any change of the Ruralco Directors' current recommendation in response to a Competing Proposal being announced, may result in Ruralco being obliged to pay the Break Fee of $4,698,000 to Nutrien.

    For more information go to Section 11.10(b), (c) and (d) of the Scheme Booklet.

Information about Nutrien and Landmark

  • Who are Nutrien and Landmark Acquirer?

    Nutrien is a company incorporated in Canada and listed on the Toronto Stock Exchange and New York Stock Exchange. It is a global supplier of crop nutrients, inputs and services, which was formed from the merger of Agrium Inc. and Potash Corporation of Saskatchewan Inc. on 1 January 2018.

    Nutrien currently operates in Australia via its wholly-owned subsidiary Landmark Operations Limited under the “Landmark” brand. Landmark has been part of rural Australia for over 150 years.

    Landmark Acquirer is an indirectly wholly-owned subsidiary of Nutrien and a related body corporate of Landmark. It was incorporated in 2002 as Agrium Inc.'s first initial entry point into Australia.

    Please refer to section 8 of the Scheme Booklet for more information on Nutrien and Landmark Acquirer, including their rationale for the proposed acquisition of Ruralco and current intentions for the Ruralco business.

  • What are Nutrien’s intentions if the Scheme is implemented?

    Nutrien intends to delist Ruralco from the ASX, reconstitute the Ruralco board and conduct a detailed review of the business, among other things.

    Please refer to section 8 of the Scheme Booklet for more information on Nutrien and Landmark Acquirer, including their rationale for the proposed acquisition of Ruralco and current intentions for the Ruralco business.