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Speaker 1: Kyoda and welcome to Shared Lunch, brought to you by Chase's.

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Speaker 1: I'm Helen Madison. Today on the program, we look at

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Speaker 1: the takeover offer for Manuka Honey Company and Kiwi Icon.

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Speaker 1: Comveta shareholders are being asked to vote in coming days

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Speaker 1: on a scheme of arrangement whereby they would receive eighty

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Speaker 1: cents a share. That's a sixty seven percent premium on

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Speaker 1: the last trading day before the scheme was announced. But

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Speaker 1: it's no secret that the Manuka Honey industry has got

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Speaker 1: its challenges. And in a moment, we'll hear from Bridget Coats,

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Speaker 1: the chair of Convetera, as to why she and her

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Speaker 1: board think taking the company private with this offer on

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Speaker 1: the table is the best way to secure Comveta's future.

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Speaker 2: Investing involves the risk you might lose the money you

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Speaker 2: start with. We recommend talking to a licensed financial advisor.

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Speaker 2: We also recommend reading product disclosure documents before deciding to invest.

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Speaker 2: Everything you're about to see and hear is current at

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Speaker 2: the time of recording.

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Speaker 1: Welcome to Shared Lunch.

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Speaker 3: Bridget, good day, good morning, and thank you very much

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Speaker 3: for having me.

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Speaker 1: Conveta is a household name here in New Zealand and

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Speaker 1: probably in Australia too. It's been around for nearly fifty years.

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Speaker 1: How has it changed since nineteen seventy four seventy five

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Speaker 1: when it first was founded.

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Speaker 3: Well in the early days, founded by two apiarists, Alan

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Speaker 3: Belgium and Claude Stratford, way back fifty years ago. At

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Speaker 3: the time the medicinal qualities and the anti bacteria qualities

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Speaker 3: of Manakhani were not known, and during that time they

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Speaker 3: gradually built the industry, consolidated their operations which we started

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Speaker 3: down in the typical area, and grew the company over

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Speaker 3: the fifty year period until today. We're now all over

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Speaker 3: the world and it's widely regarded as the premium honey

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Speaker 3: that's available worldwide.

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Speaker 1: Yes, because you're in Asia, China, North America, Europe, You've

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Speaker 1: got operations many places.

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Speaker 3: Yes.

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Speaker 1: So in terms of where do we stand or would

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Speaker 1: we sit in the world in terms of Manuka honey

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Speaker 1: from New Zealand.

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Speaker 3: Where the market leader, market leader from New Zealand and

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Speaker 3: Manca honey from New Zealand is only from New Zealand.

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Speaker 3: So we are the global leader if you think about

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Speaker 3: it in those terms. So yes, I mean there are

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Speaker 3: other other honey styles and other brands. But of course

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Speaker 3: we believe that and our many many customers worldwide believe

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Speaker 3: that this is a very special product.

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Speaker 1: It's also a challenging product to produce. From what I

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Speaker 1: can gather, can you tell us a little bit about

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Speaker 1: the fact that it's only a few weeks of the

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Speaker 1: year that the bees make the honey, it's in remote

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Speaker 1: places for someone to produce it and bring it to market,

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Speaker 1: it's quite a bit in it, i'd imagine.

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Speaker 3: Oh, there is a lot and as you can imagine,

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Speaker 3: it actually, in common with many other agricultural products, there

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Speaker 3: are various things to manage that you know, on the

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Speaker 3: supply side, and you can easily exceed the ability of

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Speaker 3: the market to absorb the product. If you have an

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Speaker 3: extremely strong season, for instance, or if you get a

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Speaker 3: lot of apiarists out there thinking that they're going to

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Speaker 3: sell sell product, sell Malica honey product to the companies,

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Speaker 3: to the export companies, then you can easily get an

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Speaker 3: oversupply situation. And that has been our history in the

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Speaker 3: last few years and very very much a part of

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Speaker 3: where our problems have arisen.

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Speaker 1: So if we look then at Manuka honey globally, the

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Speaker 1: challenges over supply, pricing and being volatile just took us

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Speaker 1: through some of the things that have happened there.

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Speaker 3: Yes, we had to an increase in hives to up

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Speaker 3: to a million hives from the normal level of approximately

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Speaker 3: five hundred thousand, which and that was took place in

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Speaker 3: a very rapid time frame, left us left the industry

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Speaker 3: not just us, vulnerable to down a pressure on price

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Speaker 3: and to what you might describe as excess competition discounting

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Speaker 3: in the marketplace, promises about the quality of the of

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Speaker 3: the product that weren't correct, you know, just generally sort

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Speaker 3: of typical when you get an oversupply situation, everybody tends

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Speaker 3: to lose lose their maybe their legitimacy and start to

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Speaker 3: really try and move volume because they're stuck with excess inventory,

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Speaker 3: and it becomes a bit of a lex discipline. Is

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Speaker 3: really really weird, how you describe it.

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Speaker 1: So, what are the consequences then for the industry with

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Speaker 1: this sort of thing, because it's been a few years

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Speaker 1: that this has sort of been happening, hasn't it.

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Speaker 3: Yes, it has, but things have fortunately changed significantly and

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Speaker 3: we're now back down to a more normal, high level,

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Speaker 3: more sustainable our prices have adjusted downwards but are stabilizing

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Speaker 3: so unit these things do go and go on cycles,

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Speaker 3: and so one has to if you're running a company

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Speaker 3: like Conveter, you have to be very very conscious of

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Speaker 3: the cycles and adjusting to your strategies to suit the

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Speaker 3: different phases of the cycle.

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Speaker 1: Yes, because Commuta has had significant financial pressure over the

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Speaker 1: last little while, and obviously that's why the board and

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Speaker 1: the management are thinking now that you know, we need

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Speaker 1: to think of something else in terms of the future

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Speaker 1: of the company. And obviously with scheme of arrangement for

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Speaker 1: shareholders thinking about the vote coming up. What has the

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Speaker 1: management and board done to try and improve the situation

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Speaker 1: financially to so that you know you can survive, that

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Speaker 1: you can keep trading.

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Speaker 3: Yes, we started, I think two and a half years

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Speaker 3: ago seeking ways of recapitalizing the company. There were a

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Speaker 3: number of approaches. Some would some were debt based, some

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Speaker 3: were equity based, some were take private options such as

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Speaker 3: the one that has that that's in front of us

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Speaker 3: at the moment, uh and we have been working extremely

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Speaker 3: hard to find ways of strengthening up the balance sheet,

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Speaker 3: positioning the company for growth, being being restructuring the company

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Speaker 3: taking cost out, reducing staff, which we have done significantly globally,

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Speaker 3: and getting ourselves into a fighting fit situation. But having

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Speaker 3: having done all that and said all that, the situation

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Speaker 3: is still not where it needs to be right.

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Speaker 1: So as much as if it's many, if it's were

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Speaker 1: put into the reset, it can't actually be everything to

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Speaker 1: solve the issues we have.

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Speaker 3: That's true, and the necessity is that we bring fresh

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Speaker 3: capital into the company to strengthen up the balance sheet

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Speaker 3: position the company for growth, and that is what the

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Speaker 3: scheme is intended to do.

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Speaker 1: Of course, also looking at the scheme, that is before

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Speaker 1: shareholders obviously before they make any decision that they want

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Speaker 1: to know what is happening with the trading. You did

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Speaker 1: put out a quarter one update to the market a

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Speaker 1: few days ago. Now, can you just took me through

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Speaker 1: how things are fearing at the moment. Yes.

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Speaker 3: As part of the scheme documents, we did have an

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Speaker 3: independent reviewer, Grant Samuel, look at the company. Provided a

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Speaker 3: lot of information for shareholders which is included in the

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Speaker 3: scheme documents and can be there's endless information there the

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Speaker 3: shareholders to absorb, which assessed both the trading conditions, the

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Speaker 3: balance situation, debt requirements, etc. And gave shareholders the ability

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Speaker 3: to make the decision. And this is of course what

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Speaker 3: we are asking shareholders now to read these documents, consider

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Speaker 3: the situation, consider their own personal circumstances, and vote.

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Speaker 1: So with that quarter one update, you talked about the

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Speaker 1: fact that there had been a slight sort of uptake

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Speaker 1: in terms of sales. I think it's kind of sounded

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Speaker 1: a little bit mixed, because obviously the different markets have

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Speaker 1: their own indiosyncrasies, but you're sort of confident that things

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Speaker 1: are I don't know if stabilizing the right word, but

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Speaker 1: it wasn't as perhaps as dire as maybe had been

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Speaker 1: in the past.

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Speaker 3: The key message from the announcement was that we're trading

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Speaker 3: in line with information that was given in the scheme arrangements.

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Speaker 3: We have put a forecast into the document. In fact,

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Speaker 3: there's a forecast for both the current year and the

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Speaker 3: next year.

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Speaker 1: So if we look at the Grant Samuel, the Independent

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Speaker 1: Advisor's recommendation, it took the offer on the table. First off,

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Speaker 1: I'll say the offer on the table from Florenz. The

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Speaker 1: bidder is eighty cents per share.

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Speaker 3: Right.

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Speaker 1: The Grant Samuel report tooks about a range of between

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Speaker 1: seventy and ninety two. So you're thinking that it's sort

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Speaker 1: of at the eighty cents is close to the midpoint

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Speaker 1: of that range as the advisor is talking about.

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Speaker 3: Right, Yes, exactly right. And you know, we are very

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Speaker 3: conscious that schaholders have different different preferences. Some require liquidity.

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Speaker 3: It's been quite difficult to get liquidity in the company, yes,

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Speaker 3: because it has been trading at a very low level.

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Speaker 3: As you know, before the offer it was forty seven cents.

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Speaker 1: If the scheme were not to be successful, what where

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Speaker 1: does that leave Conveter.

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Speaker 3: With a balance sheet situation that needs addressing. That's the

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Speaker 3: long and the short of it. That we still have

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Speaker 3: the let's say, the situation that led us to recommending

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Speaker 3: this to shareholders is still the same as it was before.

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Speaker 3: So we would need to find quickly ways of addressing

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Speaker 3: the balance sheet weaknesses that we have.

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Speaker 1: Do you think you could.

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Speaker 3: It's the responsibility of the board to do absolutely everything

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Speaker 3: that it possibly can.

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Speaker 1: So it sound like quite heard, although.

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Speaker 3: You know, if there's things were easy, it would have

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Speaker 3: happened before now.

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Speaker 1: So yeah, exactly. So this is the offer that's on

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Speaker 1: the table from Florenes is the only credible, superior offer

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Speaker 1: that you that that shaholders really can consider it this time.

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Speaker 3: Yes, we have not had any offer from other bidders

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Speaker 3: of any kind, shareholders or non shareholders. As I say,

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Speaker 3: in the past, we have had three or four other

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Speaker 3: bidders who've looked at the company and considered offering to

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Speaker 3: buy part or all of the company, and for one

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Speaker 3: reason and another they have not proceded. So that is

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Speaker 3: that we have Florence. Their Florends offer is the only

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Speaker 3: offer on the table at the moment, correct.

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Speaker 1: So if we look at Florenz, then it's as I

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Speaker 1: understand it, a number of companies and brands in the

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Speaker 1: health and wellness kind of or arena. It's private. And

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Speaker 1: they even have a Minuca honey brand, we'd a spoon

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Speaker 1: I think, which is an organic one. So whyhere does

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Speaker 1: the board see Conveter going If this is successful, this

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Speaker 1: is this vote, and Florence does take over for eighty

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Speaker 1: cents a share, what future do you think it will

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Speaker 1: have for Conveter and under that arrangement?

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Speaker 3: So first, first of all, the intention is that they

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Speaker 3: that Florenz should take the company private. So there that

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Speaker 3: would one hundred percent owned by them. But one thing

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Speaker 3: I think we can be certain of is that, you know,

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Speaker 3: Manica Converter, as the market leader in Manakahney, has a

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Speaker 3: very strong market position, a very attractive market position in it.

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Speaker 3: So one would imagine that they would that. As far

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Speaker 3: as customers and and our current home employees, I think

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Speaker 3: they can be confident about the future. Although, as I say,

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Speaker 3: that is entirely up to up to Florens and how

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Speaker 3: they how they see it in the longer term.

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Speaker 1: But in terms of the brand, I mean it's still

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Speaker 1: New Zealand owned. Is that something that was important?

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Speaker 3: Yes, I mean we at the end of the day,

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Speaker 3: we're responsible to shareholders and we're maximizing shareholder value and

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Speaker 3: that is the primary driver for the board.

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Speaker 1: This is a pretty critical decision for Conveter shareholders, whether

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Speaker 1: they vote, whether they decide to vote that the there's

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Speaker 1: a bit at stake here.

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Speaker 3: Yes, what do.

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Speaker 1: You say to longtime loyal investors who have been watching

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Speaker 1: the stock for a while, have you know, perhaps made

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Speaker 1: losses and the like. What do you say to them?

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Speaker 3: I would like to give them an assurance that the

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Speaker 3: board has done absolutely every single possible thing it could

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Speaker 3: have done. To address the situation. The situation has arisen

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Speaker 3: in large part because of what's happened in the industry

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Speaker 3: and with some of the precious globally, and in some

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Speaker 3: measure because of the boards not reacting quickly enough to

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Speaker 3: the situation as it changed. So certainly, except our fair

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Speaker 3: share of our responsibility for that rich what does.

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Speaker 1: The scheme offer shareholders?

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Speaker 3: In a nutshell, the shareholders are being offered an alternative

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Speaker 3: for their the value of their shares being paid eighty

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Speaker 3: cents a share. Should the scheme be approved, of course

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Speaker 3: by a seventy five percent majority, they will receive that

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Speaker 3: money and they will be and there she Is will

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Speaker 3: be removed from the market, and if they choose not to,

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Speaker 3: then we will continue operations and we will be working

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Speaker 3: hard as the board to find fine alternatives.

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Speaker 1: Thank you Bridget for joining us today. Thank you and

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Speaker 1: thanks everyone for tuning in. You can watch she Lunch

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Speaker 1: on YouTube or follow us on your favorite podcast app.

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Speaker 1: Lead us a rating and tell us what you'd like

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Speaker 1: to hear next. Mark twa