M e m o r a n d u m o f
U n d e r s t a n d i n g
1982
relating to
A public-private joint venture to reduce biological emissions
Act
The Crown (represented by the Ministry for Primary Industries)
and
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ANZCO Foods Limited
and
Fonterra Co-operative Group Limited
and Official
Ngāi Tahu Holdings Limited
and
Ravensdown Limited
the
and Silver Fern Farms Limited
and
under
Synlait Milk Limited
date
Released
Contents
1.
Definitions ................................................................................................................... 2
2.
Purpose of Memorandum ........................................................................................... 3
3.
Entity Form .................................................................................................................. 3
4.
Purpose of the public-private joint venture .............................................................. 3
5.
Investment objectives ................................................................................................ 3
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6.
Functions and powers ................................................................................................ 4
7.
Duration ....................................................................................................................... 4
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8.
Protection of Partner Interests .................................................................................. 4
9.
Funding ....................................................................................................................... 5
10.
Shares ......................................................................................................................... 5 11.
Governance ................................................................................................................. 6 12.
Management ................................................................................................................ 7 13.
Portfolio of investments ............................................................................................. 7
Information
14.
Relationship with an enhanced NZAGRC as part of the ‘Centre for Climate Action
on Agricultural Emissions’ .................................................................................................. 7 15.
Intel ectual property ................................................................................................... 8 16.
Confidentiality and Privacy ........................................................................................ 9
Official
17.
Communications ....................................................................................................... 10 18.
Status of Memorandum ............................................................................................ 10
the
19.
Commerce Act considerations ................................................................................ 10 20.
General ...................................................................................................................... 11
under
Released
This
Memorandum of Understanding is made on
2022
between
(1)
The Crown (represented by the Ministry for Primary Industries)
and
(2)
ANZCO Foods Limited (ANZCO)
and
(3)
Fonterra Co-operative Group Limited (Fonterra)
and
(4)
Ngāi Tahu Holdings Corporation Limited (Ngāi Tahu Holdings)
1982
and
(5)
Ravensdown Limited (Ravensdown)
Act
and
(6)
Silver Fern Farms Limited (Silver Fern Farms)
and
(7)
Synlait Milk Limited (Synlait)
Introduction
A.
There is broad consensus across industry, government, Māori, and the research community
that a step change in investment and activity is needed to deliver biological emissions
Information
reduction tools and practices to support meeting New Zealand’s 2030 and 2050 greenhouse
gas targets while remaining internationally competitive.
B.
To facilitate the step change, the Budget 2022 Climate Emergency Response Fund has
allocated $338 mil ion to support the Agriculture research and development actions identified
in the 2022 Emissions Reduction Plan, including the establishment of a Centre for Climate
Action on Agricultural Emissions (
Centre) to drive the development of mitigations.
Official
C.
It is proposed that the Centre wil consist of a new public-private joint venture (
JV) focused
on product development and commercialisation of a portfolio of mitigations which would be
the principal vehicle for private sector investment, and an enhanced New Zealand
the
Agricultural Greenhouse Gas Research Centre (
NZAGRC) that wil provide the foundation to
support both the JV and wider biological emissions reduction efforts. Completing the Centre
wil be a ‘scaffold’ that supports partnership, connections, and strategic alignment across the
Centre’s core components and the biological emissions system more broadly.
D.
Several companies have been working with officials from MPI, MBIE, and DPMC to
under
investigate how the Crown and the companies can work together to substantial y increase
investment into research to mitigate greenhouse gas emissions from agriculture (biogenic
methane and nitrous oxide) via a new JV. The companies involved in these discussions are:
Fonterra, Ngāi Tahu Holdings, Ravensdown, Silver Fern Farms, ANZCO and Synlait
(
Companies).
E.
The Companies are al members of the Sustainable Business Council and the Climate
Leaders Coalition, and as such make meaningful and increasing commitments to reduce
their greenhouse gas emissions and those of other companies they work with. It is critical
that these emissions are reduced: first and foremost, to reduce the impact on the climate; but
Released also to protect and enhance New Zealand’s reputation as a producer and supplier of
premium food and fibre products to the world so that we do not squander our very significant
current and potential advantage.
F.
The Companies see a concerted, structured research initiative such as could be achieved
via the JV as a way to make a much greater impact on New Zealand’s greenhouse gas
emissions from agriculture, which make up 48% of New Zealand’s emissions profile.
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G.
Accordingly, the Companies are supportive of partnering with the Crown in the JV to focus
investment on co-ordinated potential solutions that can material y benefit the New Zealand
Food and Fibre sector in the medium to long term. Initial (and in some cases substantial)
research has been undertaken on a range of potential solutions (such as feed additives,
genetics, and vaccines), but the Companies and the Crown want to rapidly accelerate the
development phase of such solutions. This wil require a significant and sustained increase
in focus, capital, capability, and research and development (
R&D) funding.
H.
The overal outcome of the JV wil be that all New Zealand farmers and land stewards,
including Māori agribusiness, iwi, and hāpu interests, have access to affordable and proven
tools and technologies to reduce agricultural greenhouse gas emissions.
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It is agreed
1.
Definitions
Act
1.1
Unless the context otherwise requires, the fol owing words shall have the following meaning:
Board has the meaning given to that term in clause
11.1;
Centre has the meaning given to that term in recital B;
CEO has the meaning given to that term in claus
e 12.2;
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Companies has the meaning given to that term in recital D;
Companies Act means the Companies Act 1993;
Company has the meaning given to that term in clause
3;
Competitively Sensitive Information has the meaning given to that term in claus
e 19.3;
Official
Confidential Information has the meaning given to that term in claus
e 16.2;
the
Director has the meaning given to that term in claus
e 11.1;
Independent Chair has the meaning given to that term in claus
e 11.1;
JV has the meaning given to that term in recital C;
under
MOU means this Memorandum of Understanding
;
NZAGRC has the meaning given to that term in recital C;
Parties means the Crown,
Fonterra, Ngāi Tahu Holdings, Ravensdown, Silver Fern Farms,
ANZCO, and Synlait and
Party means any one of them, as the case may be;
Recipient has the meaning given to that term in clause
16.2;
Released
R&D has the meaning given to that term in recital G; and
R&D Plan means the
Biological Emissions Reduction Science Accelerator research and
development plan.
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2.
Purpose of Memorandum
The purpose of this MOU is to record the Parties intention (subject to agreeing and entering
further comprehensive and legally binding arrangements) to work together towards the
establishment of a public-private JV that meets the respective interests of the Parties and set
out the key aspects of the proposed JV.
3.
Entity Form
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Following discussion, it is anticipated that the JV wil be formed as a limited liability company
(
Company).
The Parties believe a Company wil best support the objectives for the JV as this vehicle:
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a) provides an easily understood and commonly used commercial vehicle;
b) enables effective governance and application of commercial disciplines;
c) enables flexibility in terms of functions and use of commercial operating models;
d) facilitates accountability for all Parties (Crown and private) through the structure;
e) facilitates investor (shareholders) entry and exit; and
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f) provides procedures and mechanisms for investors to influence strategic direction,
where and when appropriate.
4.
Purpose of the public-private joint venture
Official
4.1
The purpose of the JV is to undertake targeted investments and actions to accelerate the
development, commercialisation and/or deployment of effective and affordable solutions that
wil be used by New Zealand farmers and others to significantly reduce biogenic methane
and nitrous oxide emissions.
the
5.
Investment objectives
5.1
The shared investment objectives for the purpose of the JV of the Parties, include:
under
(a) accelerating the development and adoption of pastoral farming solutions for reducing
methane and nitrous oxide emissions;
(b) coordinating and aligning capability across the public and private sector, including
partnering with offshore parties to maximise the ability to accelerate the development,
commercialisation and/or uptake/adoption of effective and affordable solutions to
significantly reduce biogenic methane and nitrous oxide emissions;
(c)
increasing commitment between industry and government, and increasing the amount
Released of investment;
(d) investing for returns not only in the traditional financial sense, but in a way that can be
measured through the six capitals of value creation: natural capital, social capital,
financial capital, manufactured capital, intel ectual capital, and human capital; and
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(e) support the New Zealand primary sectors’ competitiveness and reputation for
sustainable production in a world where environmental credentials are increasingly a
driver of commercial success.
6.
Functions and powers
6.1
The JV wil need to be highly flexible and adaptive to achieve its purpose.
6.2
While a prescribed set of functions is not intended, the JV’s functions are expected to
include:
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(a)
Research & development - Drive a targeted research and development programme -
concentrating effort and investment on a portfolio of promising solutions or mitigations.
The JV wil have the flexibility to contract others to do R&D (particularly in Act
collaboration and close alignment with NZAGRC) or employ its own workforce and
have its own facilities to undertake the R&D if others are lacking what is required.
(b)
Commercialisation - Support the pathway to uptake / commercialisation of solutions,
with the flexibility to undertake commercialisation activities itself and/or licence others
to do so.
(c)
Funding & partnerships – Develop partnerships and raise funds from the private and
public sectors to finance the development of potential solutions, enabling the use of
intel ectual property within agreed frameworks – see the section on ‘Intel ectual
Property’. The JV wil have the ability to raise debt, but only if agreed by special
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resolution of shareholders.
7.
Duration
7.1
The JV wil have a long-term commitment to producing solutions for reducing biogenic
methane and nitrous oxide emissions. The investment in the JV will require a long-term
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commitment, for at least an initial 10-year period. Noting that there wil be mechanisms for
shareholders to exit and enter.
the
7.2
Alongside other accountability mechanisms, regular reviews (3 years and 8 years) wil be
undertaken to gauge progress and to confirm, or not, the need for the JV to continue as well
as assessing whether the Crown stil needs to maintain a 50% shareholding or significant
shareholding.
8.
Protection of Partner Interests
under
8.1
Under the Companies Act, a number of material decisions are already reserved for special
resolution of shareholders including approval of a major transaction, putting the company
into liquidation, altering, or revoking the constitution, and approving an amalgamation.
8.2
It is anticipated that there may also be a smal of number of additional areas of interest—
Crown, private sector, or both—that may also require specific provisions (reservations) for
shareholding decision. These might include, inter alia,
Released (a) facilitating Crown accountability and oversight obligations;
(b) critical international partner investments;
(c)
thresholds for investment decisions; and
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(d) protection of minority shareholder interests.
8.3
The Parties wil work cooperatively to identify these interests and agree on the appropriate
mechanisms for addressing these in formal company documentation and processes.
9.
Funding
9.1
The Parties agree funding wil be in proportion to shareholding in the JV.
9.2
Initial set up costs and funding for the first year are expected to be in the range of $1.8m for
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the operations of the JV and $3.6m per annum thereafter.
9.3
Funding of projects wil depend on the Strategy and investment decisions made by the
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Board, but a four-year commitment to funding wil be agreed (until the first review).
9.4
The Financial Year for investment wil be 1 July to 30 June.
9.5
The companies agree to scale up annual investment (including operating and programme
costs) in the JV from 22/23 to reach the following indicative individual annual commitments
by no later than the 24/25 Financial Year (noting the MOU is non-binding so it is only
indicative).
Company
Year 1 (half)
Year 2
Year 3
Year 4
Information
s 9(2)(j), s9(2)(g)(ii)
ANZCO
Fonterra
Ngai Tahu Holdings
Ravensdown
Official
Silver Fern Farms
Synlait
the
Sum of Company
Contribution
Total including Crown
Contribution under
9.6
The Crown wil match dol ar for dol ar the annual sum of company investment up to a total of
$50 mil ion per year.
9.7
Notwithstanding clause 9.3 of this MOU, the funding commitments of the Parties wil be
subject to specific drawdown requirements agreed by the Parties in the Shareholder’s
Agreement.
Released
10.
Shares
10.1
The Crown wil have 50% of the shares and the private sector participants will have the other
50% of the shares.
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10.2
A share in the Company wil confer on the holder:
(a) the right to one vote on any resolution;
(b) the right to a share in any dividends authorised by the Board in proportion to
shareholding; and
(c)
the right to an equal share in the distribution of the surplus assets of the Company.
10.3
Shares may be issued on a partly paid basis and calls made as funding is required, with the
extent of lock-in to be agreed.
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10.4
Different classes of shares may be issued to:
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(a) confer special, limited, or conditional voting rights; and
(b) limit or restrict transferability.
11.
Governance
11.1
There wil be a minimum of six directors (
Directors) and a maximum of eight, and an
independent chair (
Independent Chair) comprising the board of the Company (
Board).
11.2
The Directors of the JV wil all be appointed based on their experience, skil s and expertise
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judged against an agreed set of objective criteria.
11.3
Rights to appoint Directors (other than the Independent Chair) wil reflect shareholding, with
the Crown and the Companies (as a col ective representing 50% private sector
shareholding) each appointing the same number of directors. It will also be critical that the
collective skills of the Board members create a strong whole. The process for appointing
directors wil therefore be undertaken collectively to the extent possible while also providing
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clarity on how both the Crown and private sector appointments wil be made.
11.4
The Independent Chair appointment process wil involve all shareholders working
collaboratively to agree a candidate they all are comfortable with to put forward to the
the
Minister. Ministerial approval is then expected on this basis.
11.5
Board decision making wil be by consensus where possible.
11.6
There wil be an establishment committee made up of the chief executives of the Parties to
oversee the effective set-up and commencement of the JV. An Independent Chair of the
under
establishment committee could be appointed to support transition to the JV legal entity.
11.7
The Board wil have al the powers normal y reserved to a board of a commercial company.
Key decisions for the Board could include:
(a) approval of the annual business plan;
(b) approval of the strategic plan;
Released (c) any material changes to the business plan or portfolio of work, budget and cashflow
forecast;
(d) entering into a contract or arrangement with shareholders (this could require both
Board approval and a special resolution of shareholders); and
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(e) the financial policies of the Company.
12.
Management
12.1
The business and affairs of the Company wil be managed under the direction or supervision
of the Board. The Board wil be accountable to shareholders for performance of the JV.
12.2
The Board wil appoint a chief executive officer (
CEO), who is accountable for day-to-day
management of operations.
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12.3
The CEO wil appoint the executive team.
12.4
The JV wil employ staff with relevant commercial, science, legal, intel ectual property
Act
expertise and experience, and use appropriate external advisory support as required, to
ensure that it can perform its functions.
13.
Portfolio of investments
13.1
The JV is intended to undertake a portfolio of investments that wil help to accelerate delivery
of biological emissions tools to all New Zealand farmers. This could include investments in
R&D, infrastructure, and/or capability.
13.2
The portfolio of investments approach wil enable the JV to make decisions that balance risk
against opportunity, recognise and respond to Māori agribusiness needs and opportunities,
Information
and address specific interest and sector needs (e.g., red meat, dairy, species specific).
13.3
Initial (and in some cases substantial) research has already been undertaken on a range of
potential solutions (such as feed additives, genetics, and vaccines).
13.4
The JV will need to work in partnership with the broader ecosystem both locally and global y
Official
to accelerate the creation and deployment of solutions, while actively minimising
unnecessary duplication.
13.5
To rapidly accelerate the development of such solutions, the JV will need to use a range of
the
commercial operating models, building on what is already in place (including considering
investment in existing projects and programmes and priorities identified in the R&D Plan and
work being undertaken by the NZAGRC). The JV wil also need to identify any gaps in
current investments or further areas of support required.
13.6
Whilst the JV is anticipated to being the principal vehicle for investment by the companies to
under
accelerate the delivery of emissions reducing mitigation to New Zealand farmers, the Parties
retain the ability to progress similar existing and future initiatives and activities outside of JV
from time to time.
14.
Relationship with an enhanced NZAGRC as part of the
‘Centre for Climate Action on Agricultural Emissions’
14.1
The JV and NZAGRC wil work together under a shared strategic framework taking into
Released account the priorities in the R&D Plan, and wil contribute to the development of a system-
level strategy which wil further help to support their complementary roles. Overall
responsibility for development of the system-level strategy is likely to vest with the ‘Centre
scaffold’ function of the Centre.
14.2
A contractual arrangement with the NZAGRC is proposed to provide the JV with access to
critical capability and infrastructure.
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14.3
Beyond a purely contractual arrangement, there wil be a close working relationship between
the JV and the NZAGRC to ensure alignment in an overarching pipeline, including industry-
good fundamental biological research, industry-good development / validation, through to
commercial programmes and projects. This wil be supported by a memorandum of
understanding.
14.4
A close working relationship may also involve common membership at a governance level.
14.5
The Centre, and its component parts wil have due consideration to Te Tiriti o Waitangi
obligations including consideration of the principles of rangatiratanga, partnership, active
protection, equity, options and mutual benefit.
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15.
Intel ectual property
Act
15.1 The JV wil develop, and the shareholders shall unanimously agree upon, a long-term
intel ectual property strategy for its R&D programme and specific projects (
IP Strategy).
15.2 The IP Strategy wil include establishing a framework for the exploitation/use of new
Intel ectual Property to be generated under different scenarios and contracted agreements (
IP
Framework).
15.3 Intel ectual Property arrangements wil be agreed for programmes and projects on a case-by-
case basis but guided by the IP Framework.
15.4 In principle:
Information
(a)
the JV wil own any Intellectual Property it produces in its own right. It wil not be the
property of any shareholder;
(b)
JV Intel ectual Property wil be managed such that it is prioritised firstly for the direct
benefit of New Zealand farmers, secondly managed for the benefit of New Zealand
more broadly, and thirdly managed for the benefit of the JV itself;
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(c)
Subject to claus
e 15.4(b), to the extent permitted by law, the JV wil also endeavour to
ensure that al commercial returns the JV is entitled to receive from the
commercialisation of JV Intellectual Property, Intel ectual Property exploited by the JV,
or otherwise; the
(d)
wil be reinvested in the JV; or
(e)
subject to the agreement of the shareholders of the JV, wil be returned to the
shareholders of the JV (reflecting funding contributed on a pro-rata, case-by-case
basis);
under
(f)
the JV wil secure rights of access and use of Intellectual Property to support future
business needs and commercial opportunities where the Intellectual Property has
been developed in conjunction with third parties or with third party funding;
(g)
Pre-existing Intel ectual Property that is contributed by a Party to the JV (including
through a license arrangement) shal be valued prior to contribution by a commercial
negotiation between the JV and the contributing Party. This Intellectual Property
contribution could be recognised as an in-kind capital contribution to the JV; and
(h)
Intel ectual Property that is not intended to be commercialised through the JV should
Released be made available for wider use in line with claus
e 15.4(b).
15.5 For the avoidance of doubt, the JV wil not own any IP developed outside of performance of
the Programme e.g. developed in the course of any existing or future research and
development programmes undertaken by a Shareholder from time to time which wil remain
the property of the shareholder. Any IP developed from other existing or future research and
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development programmes wil not be the property of the JV unless the shareholder explicitly
provides for this in writing.
15.6 The sale or licencing of any Intel ectual Property or technology developed by or for the JV to
an offshore party wil require approval by special resolution of shareholders if over a certain
dollar threshold, as the development of that Intellectual Property or technology has been
funded by JV share capital, including contributions from the Crown.
15.7 In this clause
15:
(a)
Intel ectual Property means all intel ectual property rights existing anywhere in the
world under statute, common law or equity including but not limited to patents,
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designs, copyright, plant variety rights, trade marks, and any rights of a similar nature
whether registered or unregistered (and including applications, and the right to apply,
for any of the foregoing), trade secrets, and rights in confidential information, but
Act
excluding Mātauranga Māori;
(b)
Pre-existing Intel ectual Property means Intellectual Property which is owned by, or
licensed to, a party at the date of this MOU or developed outside of the programme,
whether or not it is used in, or contributed for use in connection with, the programme.
16.
Confidentiality and Privacy
16.1
Once agreed, this MOU wil be made publicly available, subject to any redactions of sensitive
and/or confidential information agreed to by al parties.
Information
16.2
Unless otherwise agreed by all Parties, each Party (the
Recipient) should keep any verbal
or written confidential information in relation to the other Party or its business or affairs
provided by or on behalf of the other Party in respect to implementation of this MOU
(
Confidential Information) strictly confidential, and must not use that Confidential
Information for any purpose other than for the purpose of performing its obligations under
this MOU.
Official
16.3
Clause
16.2 does not preclude a Party disclosing Confidential Information to the extent that
the Confidential Information:
(a) enters the public domain without breach by the Recipient of its confidentiality
the
obligations under this MOU or at law;
(b) was lawfully known to the Recipient prior to the date it was received;
(c)
as otherwise required to be disclosed by law including the Recipient’s obligations
under
under the Official Information Act 1982, the Privacy Act 2020, any other legislation or
regulations relevant to its operations and stock exchange rules and nothing in this
agreement applies to any disclosure required under any such legislation, regulations
or rules;
(d) where the information is independently acquired or developed by the Recipient without
the use or benefit of any of the Confidential Information; or
(e) is disclosed in accordance with claus
e 16.4.
Released
16.4
The Recipient may disclose the Confidential Information to its directors, contractors,
employees and professional advisors who need to know the same for the sole purpose of
enabling the Recipient to evaluate the Confidential Information and perform its obligations
under this Agreement, provided that the Recipient must ensure that any person to whom the
Recipient makes any disclosure in accordance with this claus
e 16.4 is made aware of, and
complies with, the Recipient’s obligations under clause
16.2.
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17.
Communications
17.1
The Parties wil ensure they consult each other in advance before making any public
statement directly related to any matter within the scope of this MOU.
17.2
Wherever appropriate and possible, al Parties wil coordinate publicity and media activity
related to this MOU.
18.
Status of Memorandum
1982
18.1
Memorandum general y not binding
The Parties agree that this MOU is a genuine reflection of the matters that have been agreed
Act
between them relating to the formation of potential integration arrangements. Subject to
claus
e 18.2, the Parties do not intend for any provisions of this MOU to be legal y binding or
to create any legal liability or claim by a Party against the other Party.
18.2
Certain provisions of Memorandum are binding
Clause
16 (Confidentiality and Privacy) is binding on the Parties and wil survive termination
or expiry of this MOU.
18.3
Subsequent agreements
Information
The Parties acknowledge that entry into any contract, arrangement or understanding
between the Parties with respect to any proposal relating to the JV wil be conditional and
subject to legal review, including for compliance with competition law, as set out in
claus
e19.2.
For completeness, the provisions of the MOU are subject to the agreement and execution of
any subsequent agreements negotiated by the Parties for the purposes of the JV. Any
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subsequent agreement (or agreements) wil supersede the provisions of this MOU.
19.
Commerce Act considerations
the
19.1
Parties to be aware of competition law risks
The Parties acknowledge that some of the Parties are competitors. Accordingly, any
meetings or correspondence between such Parties for the purposes of the JV could give rise
under
to competition concerns if any form of anticompetitive arrangement or understanding is
reached, or if competitively sensitive information is shared.
19.2
No anticompetitive arrangements
The Parties confirm that they wil not come to any form of arrangement or understanding
regarding their future conduct or intentions in relation to the market in which they currently
compete, or may in the future compete. This includes arrangements or understandings in
relation to pricing, output levels or third parties to or from whom they wil supply or procure
products, prior to receiving written legal advice on the competition law implications of such
Released arrangements.
19.3
Restriction on sharing competitively sensitive information
Competitively sensitive information is information that is not publicly known and includes (but
is not limited to):
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(a) product pricing information (including product-level pricing or future pricing strategies);
(b) contract negotiations or tenders;
(c)
commercial strategies;
(d) detailed information on output levels, supply arrangements or input prices;
(e) target customers, terms, etc.; or
(f)
more generally, any information which might cause the Parties to compete differently
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as a result of receiving that information,
(together,
Competitively Sensitive Information).
Act
The Parties agree and acknowledge that Competitively Sensitive Information should not be
discussed or provided to the other Parties who are, or may be, in competition. If sharing
information that is potential y Competitively Sensitive Information is necessary for the
purposes of the JV, then the Parties will:
(g) redact, summarise, aggregate or anonymise the information to the extent that it no
longer contains Competitively Sensitive Information; or
(h) if desensitising Competitively Sensitive Information in accordance with claus
e 19.3(g)
is not possible, seek legal advice and put in place any necessary protections to avoid
Information
breaching competition law before providing the Competitively Sensitive Information to
the other Parties.
20.
General
20.1
Amendments
Official
Any amendment to this MOU must be in writing and signed by all Parties.
20.2
Relationship of Parties
the
Except as expressly provided in this MOU, nothing in this MOU is intended to constitute a
relationship of employment, trust, agency, joint venture, partnership or any other fiduciary
relationship between the Parties. No Party has authority to bind or incur debts on behalf of
the other Parties.
under
20.3
Assignment
No Party may assign or transfer, or purport to assign or transfer, al or any part of their
respective rights or interests under this MOU.
20.4
Governing law
This MOU shall be governed by, and construed in accordance with, the laws of New Zealand
and the Parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
Released
20.5
Termination
This MOU shall terminate on the date on which subsequent legal documentation is entered.
20.6
Counterparts
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This MOU may be executed in any number of counterparts (including by scanned pdf copy)
all of which, when taken together, wil be treated as constituting one instrument. The date on
which the last counterpart is executed wil be the date of this MOU.
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Act
Information
Official
the
under
Released
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Execution
Executed as a Memorandum of Understanding.
SIGNED by
His Majesty the King
in right of New Zealand acting by
and through the Director-General,
1982
the Ministry for Primary Industries)
by
Act
Director-General
Print Name
ANZCO Foods Limited by
Information
Chief Executive
Print Name
Official
Fonterra Co-operative Group
Limited by
the
Chief Executive
Print Name
under
Ngāi Tahu Holdings Corporation
Limited by
Chief Executive
Released
Print Name
13
Ravensdown Limited by
Chief Executive
Print Name
1982
Silver Fern Farms Limited by
Act
Chief Executive
Print Name
Synlait Milk Limited by
Information
Chief Executive
Print Name
Official
the
under
Released
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Document Outline
- 1. Definitions
- 2. Purpose of Memorandum
- 3. Entity Form
- 4. Purpose of the public-private joint venture
- 5. Investment objectives
- 6. Functions and powers
- 7. Duration
- 8. Protection of Partner Interests
- 9. Funding
- 10. Shares
- 11. Governance
- 12. Management
- 13. Portfolio of investments
- 13.1 The JV is intended to undertake a portfolio of investments that will help to accelerate delivery of biological emissions tools to all New Zealand farmers. This could include investments in R&D, infrastructure, and/or capability.
- 13.2 The portfolio of investments approach will enable the JV to make decisions that balance risk against opportunity, recognise and respond to Māori agribusiness needs and opportunities, and address specific interest and sector needs (e.g., red meat,...
- 13.3 Initial (and in some cases substantial) research has already been undertaken on a range of potential solutions (such as feed additives, genetics, and vaccines).
- 13.4 The JV will need to work in partnership with the broader ecosystem both locally and globally to accelerate the creation and deployment of solutions, while actively minimising unnecessary duplication.
- 13.5 To rapidly accelerate the development of such solutions, the JV will need to use a range of commercial operating models, building on what is already in place (including considering investment in existing projects and programmes and priorities ide...
- 13.6 Whilst the JV is anticipated to being the principal vehicle for investment by the companies to accelerate the delivery of emissions reducing mitigation to New Zealand farmers, the Parties retain the ability to progress similar existing and future...
- 14. Relationship with an enhanced NZAGRC as part of the ‘Centre for Climate Action on Agricultural Emissions’
- 15. Intellectual property
- 16. Confidentiality and Privacy
- 17. Communications
- 18. Status of Memorandum
- 19. Commerce Act considerations
- 20. General