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RIVCO AUSTRALIA LTD — AGM Information 2020
May 18, 2020
65706_rns_2020-05-18_a3ef0cca-502a-4ccc-ab9c-c13516da91b8.pdf
AGM Information
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DUXTONWATER LTD (ASX:D2O)
19 MAY 2020
2019 ANNUAL GENERAL MEETING
1
DISCLAIMER
This presentation is prepared by Duxton Capital (Australia) Pty Ltd [ACN: 164 225 647; AFSL no. 450218] (“DC Australia”) and is only made available to “professional investors”, “sophisticated investors” and other persons not requiring a regulated disclosure document pursuant to Chapter 6D of the Corporations Act 2001 (Cth) (“Act”) (“Permitted Investors”). DC Australia is the Investment Manager of Duxton Water Limited [ACN 611 976 517] (“Duxton Water”). The content of this presentation is intended only as a source of general information for Permitted Investors and is not the basis for any contract to deal in, or an offer of, any security. Information from this presentation must not be issued in any jurisdiction where prohibited by law and must not be used in any way that would be contrary to Australian law or regulation. Specifically, this presentation shall not be construed as the making of any offer or invitation to anyone in any jurisdiction in which such offer is not authorised or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such an offer. Particularly, this presentation and the information contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any US person.
market, any commodity or the economic trends of the markets is not necessarily indicative of the future or likely performance. Investments are subject to risks, including possible loss of principal amount invested. The value of interests in the securities discussed in this presentation and any derived income may fall as well as rise. Past performance or any prediction or forecast is not necessarily indicative of future performance. Returns are not guaranteed.
The securities of Duxton Water referred to in this presentation are not obligations of, deposits in, or guaranteed by DC Australia, Duxton Water or any of their respective affiliates.
All third party data (such as MSCI, S&P and Bloomberg) are copyrighted by and proprietary to the provider. Although the information was compiled from sources believed to be reliable, no liability for any error or omission is accepted by DC Australia, Duxton Water or their respective affiliates or any of their respective directors or employees. The information and opinions contained in this presentation may also change.
information, opinions and conclusions contained in this presentation (including by omission). No Limited Party represents or warrants that this presentation is complete or that it contains all information about the Fund that a prospective investor or purchaser may require in evaluating a possible investment in the Fund. To the maximum extent permitted by law, each Limited Party expressly disclaims any and all liability, including, without limitation, any or implied, contained in, arising out of or derived from, or for omissions from, this presentation including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. Readers agree, to the maximum extent permitted by law, that they will not seek or sue or hold the Limited Parties liable, and will not take any action they may otherwise have against each Limited Party in any respect in connection with this presentation or its contents and releases each Limited Party from such claims. Furthermore, without limitation to the foregoing, neither the receipt of this presentation by any reader nor any other matter shall be deemed to created or give rise to a fiduciary, agency or similar relationship between each Limited Party and any reader.
FINANCIAL DATA
This presentation is not intended to contain financial product advice as defined in the Act. This presentation is a statement of facts and is for general information only. This presentation is not intended to influence any person in making a decision in relation to investing in Duxton Water. This presentation does not take into account the investment objectives, financial situation or needs of any particular investors. No person should base their decision to invest in Duxton Water solely on the information in this presentation. Permitted Investors should consider the suitability of an investment in Duxton Water in view of their financial position and investment objectives and needs and should consult their professional advisors accordingly.
No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this presentation. The forecasts and/or sensitivity analyses provided are based upon DC Australia’s opinion of the market as at the date of this presentation and are subject to change, dependent on future changes in the market. Any prediction, projection or forecast on the economy, stock market, bond
Copyright protection exists in this presentation. The contents of this presentation are strictly confidential and it may not be disclosed, reproduced, distributed or published by any person for any purpose without DC Australia’s written consent. To the extent permitted by applicable law, none of DC Australia or Duxton Water, their respective affiliates, or any officer or employee of DC Australia or Duxton Water accepts any liability whatsoever for any direct or consequential loss arising from any use of this presentation or its contents, including for negligence.
ADVISORS
No member of DC Australia or Duxton Water, its respective related bodies corporate, shareholders or affiliates, nor any of their respective officers, directors, employees, affiliates, partners, representatives, agents or advisers (including Bell Potter Limited and any of their respective affiliates, related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth) or their respective directors, employees officers and representatives) (each a “Limited Party”) guarantees or makes any representations or warranties, express or implied, as to or takes responsibility for, the accuracy, reliability, completeness or fairness of the
All references in this presentation to “$” are to Australian currency, unless otherwise stated. A number or figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in the presentation.
ACCEPTANCE
The information in this presentation remains subject to change without notice. No responsibility or liability is assumed by any member of DC Australia, Duxton Water or its respective advisers for updating any information in this presentation or to inform any receipt of any new or more accurate information or any errors or mis-descriptions of which any member of DC Australia, Duxton Water or its respective advisers may become aware. By accepting, accessing or reviewing this document you acknowledge and agree to the terms set out above.
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~~Ed Peter - Chairman~~
THE TEAM
BOARD MEMBERS
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PETER MICHELL
ED PETER
Chairman of the Independent NonBoard Executive Director
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DENNIS MUTTON Independent NonExecutive Director
DIRK WIEDMANN
Independent NonExecutive Director
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STEPHEN DUERDEN
Non-Executive Director
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KATELYN ADAMS
Company Secretary
INVESTMENT MANAGEMENT
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ALISTER WALSH
Director of Water Assets & Portfolio Manager
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~~Agenda~~
~~A~~ NNUAL GENERAL MEETING
Shareholder questions relating to items of business or resolutions AGM Formalities
Chairman’s Address
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Company Overview
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Highlights of 2019 Financial Reports
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Increased visibility on the income streams - Dividend Guidance
Director of Water Assets Address
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Portfolio Composition
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Our strategy and the market conditions
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Our future expectations for the Company in FY20 and Beyond
General Shareholder Questions
4
~~Technical assistance~~
ANNUAL GENERAL MEETING
Shareholders will be able to vote on all resolutions on their device throughout the duration of the Meeting.
Please see the desktop examples on this slide. Mobile devices appear slightly differently.
Virtual Meeting Guide can be downloaded from our investor centre, here: https://www.duxtonwater.com.au/inves tor-centre
For technical assistance please contact Computershare (+613) 9415 4024.
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Asking Questions:
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How to vote:
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~~Questions~~
~~A~~ NNUAL GENERAL MEETING
Please now submit questions now.
Please state:
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Shareholder registered name
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Resolutions or items of business you wish to address
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~~Summary of Formalities~~
~~F~~ ANNU Y 2019 A L nnual ReportGENERAL MEETING
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Item 1: Financial report, Directors’ Report and Independent Auditors’ Report
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Item 2: Remuneration Report
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Item 3: Election of Director – Edouard Peter
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Item 4: Election of Director – Dirk Wiedmann
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Item 5: Approve 10% placement capacity
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~~Items of Business~~
~~F~~ ANNUAL Y 2019 Annual ReportGENERAL MEETING
ITEM 1: FINANCIAL REPORT, DIRECTORS’ REPORT AND INDEPENDENT AUDITORS’ REPORT
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Resolution
To receive and consider the Financial Report, Directors’ Report and Independent Auditors’ Report for the financial period ended 31 December 2019. The relevant documents are also available on the Duxton Water website: www.duxtonwater.com.au.
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~~Items of Business~~
~~F~~ ANNUAL Y 2019 Annual ReportGENERAL MEETING
ITEM 2: REMUNERATION REPORT
Resolution (non-binding)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“The Company’s Remuneration Report for the financial period ended 31 December 2019 is adopted.”
(The Company will disregard any votes cast on Resolution 1 by a KMP/CRP of the Company).
| VOTE TYPE | VOTED | % | % OF ALL SECURITIES |
|---|---|---|---|
| For | 4,929,024 | 91.19 | 4.13 |
| Against | 155,879 | 2.89 | 0.13 |
| Open-Usable | 320,423 | 5.92 | 0.27 |
| Board | 195,872 | 3.62 | 0.16 |
| Non-Board | 124,551 | 2.3 | 0.1 |
| Open-Cond | 0 | 0 | 0 |
| Open Unusable | 0 | N/A | 0 |
| Abstain | 96,452 | N/A | 0.08 |
| Excluded | 562,764 | N/A | 0.47 |
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~~Items of Business~~
~~F~~ ANNUAL Y 2019 Annual ReportGENERAL MEETING
ITEM 3: ELECTION OF DIRECTOR – EDOUARD PETER
Resolution
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That Ed Peter, having retired as a Director in accordance with Clause 17.3 of the Constitution and, being eligible and having offered himself for re-election, be re-elected as a Director of the Company.”
(The Company will disregard any votes cast on Resolution 3 by Mr Peter or his associates)
| VOTE TYPE | VOTED | % | % OF ALL SECURITIES |
|---|---|---|---|
| For | 5,654,651 | 94.18 | 4.74 |
| Against | 29,220 | 0.49 | 0.02 |
| Open-Usable | 320,423 | 5.33 | 0.27 |
| Board | 195,872 | 3.26 | 0.16 |
| Non-Board | 124,551 | 2.07 | 0.1 |
| Open-Cond | 0 | 0 | 0 |
| Open Unusable | 0 | N/A | 0 |
| Abstain | 60,248 | N/A | 0.05 |
| Excluded | 0 | N/A | 0 |
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~~Items of Business~~
~~F~~ ANNUAL Y 2019 Annual ReportGENERAL MEETING
ITEM 4: ELECTION OF DIRECTOR – DIRK WIEDMANN
Resolution
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That Dirk Wiedmann, having retired as a Director in accordance with Clause 17.3 of the Constitution and, being eligible and having offered himself for re-election, be re-elected as a Director of the Company.”
(The Company will disregard any votes cast on Resolution 3 by Mr Wiedmann or his associates)
| VOTE TYPE | VOTED | % | % OF ALL SECURITIES |
|---|---|---|---|
| For | 5,654,211 | 94.15 | 4.74 |
| Against | 29,220 | 0.49 | 0.02 |
| Open-Usable | 321,563 | 5.36 | 0.27 |
| Board | 196,312 | 3.27 | 0.16 |
| Non-Board | 125,251 | 2.09 | 0.1 |
| Open-Cond | 0 | 0 | 0 |
| Open Unusable | 0 | N/A | 0 |
| Abstain | 59,548 | N/A | 0.05 |
| Excluded | 0 | N/A | 0 |
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~~Items of Business~~
~~F~~ ANNU Y 2019 A L nnual ReportGENERAL MEETING
ITEM 5: APPROVE 10% PLACEMENT CAPACITY
Special Resolution
To consider and, if thought fit, pass, the following resolution with or without amendment, as a special resolution :
“In accordance with ASX Listing Rule 7.1A, and for all other purposes, the issue of Shares of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, and on the terms and conditions in the Explanatory Statement, is approved.”
| VOTE TYPE | VOTED | % | % OF ALL SECURITIES |
|---|---|---|---|
| For | 5,504,301 | 92.99 | 4.61 |
| Against | 94,400 | 1.6 | 0.08 |
| Open-Usable | 320,423 | 5.41 | 0.27 |
| Board | 195,872 | 3.31 | 0.16 |
| Non-Board | 124,551 | 2.1 | 0.1 |
| Open-Cond | 0 | 0 | 0 |
| Open Unusable | 0 | N/A | 0 |
| Abstain | 145,418 | N/A | 0.12 |
| Excluded | 0 | N/A | 0 |
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~~Company overview~~
FINANCIAL RESULTS
The primary investment objective of Duxton Water is to build a portfolio of permanent water entitlements and utilise this portfolio to provide flexible water supply solutions to our Australian farming partners. 100% of Duxton Water’s portfolio is active in the supply of these products.
The Company generates a return by offering irrigators a range of water supply solutions, including long-term entitlement leases, forward allocation contracts and spot allocation sales.
Duxton Water supports a number of agricultural industries including viticulture, dairy, broadacre, nuts, citrus, olives and dried fruits.
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1 2
11.56 million
1.76
80.51
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241.16 million
334.56 million
(31 December 2019)
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1[Inclusive of dividends and franking credits, based on Net Asset Value as at 31 December2019]
- 2[As at 31 December2019]
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~~2019 Results Summary~~
FINANCIAL RESULTS
PERFORMANCE
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Portfolio Growth
- The entitlement portfolio increasing from 61.1GL to 83.0GL, the portfolio of water assets growing from $194.4 million (31 December 2018) to $334.6 million (31 December 2019).
Total Return
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In terms of capital growth, on a fair market value basis, the Net Asset Value (“NAV”) per share has increased by ~33.95% (inclusive of 5.52% franked cash return).
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During 2019, the Company saw a $59.3 million fair value uplift across its water assets.
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Since inception to 31 December 2019, Duxton Water has had a fair value revaluation uplift of $97.1 million.
Debt
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Drawn debt at 31 December 2019 = $94.2 million.
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The board has since increased the max debt facility to $112 million (35% of total assets).
Capital Raise
- During 2019, the Company raised a total of $18.6 million in new capital (before costs).
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~~2019 Results Summary~~
~~F~~ INANCIAL RESULTS
PROFIT AND LOSS STATEMENT
Gross Profit
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- This has been driven by a larger portfolio, drier conditions which have seen the price of water allocation lift well above what we saw last year, and the team’s ability to manage the portfolio.
Earnings Per Share
- Earning Per Share of 6.4 cents. This was impacted by a non-cash asset impairment as water assets are classified as intangible assets*. Some of the Company’s general security entitlements were impaired by $3.83 million. In the event these assets revert back towards cost, the impairment expense will reverse, positively impacting statutory profits.
Adjusted Earnings Per Share
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When adjusted for the non-cash impairment, the Company generated an operational profit of 8.7cents/share for 2019.
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In 2019, the portfolio delivered shareholders with an unrealised gross capital gain of 35.5 cents per share. Profits from the sale of these assets will be booked into the Statement of Profit or Loss.
* From a statutoryaccounting perspective,water assetsare required to be held at cost, less any accumulatedimpairment
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~~Dividend Guidance~~
~~F~~ INANCIAL RESULTS
The leased portion of the portfolio from the 1 July 2020 will be 66%, generating approximately $9.5 million in annualised leasing revenue.
We are comfortable to provide shareholders with 24 months of dividend targets in these uncertain times given the greater visibility the Company now has to future recurring revenue and a current WALE of 2.9 years (5.2 years inclusive of options to renew).
Given the forward visibility available within the business, the Board would like to reiterate the below fully franked dividend targets.
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*2.8 cents paid in March 2020, 2.9 cents targeted for September 2020
**March 2021 & September 2021 targets
*** March 2022 target, no target provided for September 2022
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~~What is the Australian water market?~~
AUSTRALIAN WATER MARKET
1 [Aither Pty Ltd, 2019 + estimateof internal NSW Irrigation Company turnover.]
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~~Water market mechanics~~
AUSTRALIAN WATER MARKET
Water Entitlements
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Water entitlements are perpetual rights to an annual share of water within a system.
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There are more than 150 different types of entitlements in the basin, with 30-40 entitlements making up the vast majority of volume traded.
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Zones
- Water entitlements are defined as zones – which as classified into river systems or ground water sources.
Security
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Throughout a season, the Government distributes allocation against entitlements. The approved allocation is handed down based on entitlement security: firstly to the high security entitlements and then to general security.
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High security - receives an allocation in most years, wet or dry.
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General security - typically, only receives allocation in medium to wet seasons.
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High security entitlements trade at a higher value to general security entitlements because of their characteristic of receiving allocation in most years.
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~~Drivers of water price increases~~
AUSTRALIAN WATER MARKET
A Growing Demand for water caused by factors such as:
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renewed investments over the last 10 years in agriculture, from domestic and international sources.
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increased marginal return per megalitre driven by: • investment in water use efficiencies; and • a conversion to higher value commodities
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maturity of the Australian water market leading to the development of more sophisticated water supply products (such as long term leases), which has delivered farmers a capital light approach to risk managing this key input into their business.
A Constrained Supply of water due to factors such as:
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addressing the imbalance between consumptive and environmental requirement through the implementation of voluntary water buyback and water efficiency programs. Through combined State and Federal holdings, approximately 30% of the consumptive pool has been acquired for environmental purpose, 20-22%of which has been acquired over the last 10 years.
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variability of climate and seasonal conditions effect the supply available to the consumptive pool.
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~~Acquisitions and revaluations~~
WATER PORTFOLIO
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During 2019, the Company deployed a net $80.8m in acquiring 21,936 ML of permanent water entitlement and selling 739ML.
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The water portfolio is independently valued, monthly, by Aither. The Company makes necessary accounting adjustments to arrive at the NAV of $1.76 per share at December 2019.
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The portfolio has been positively revalued by $59.3m over 2019.
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We are seeing secular growth within this asset class as long-term demand and supply drivers continue to strengthen.
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WATER PORTFOLIO
~~Sources of returns~~
Income Streams
Passive income is generated through leases:
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Stable Income
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High quality and diversified lessees
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Lease payments in advance
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Asset backed
Active Income is generated through allocations:
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Flexible to suit seasonal conditions
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Higher yielding in dry seasons
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Inter-valley trade opportunities
- Paid + targeted dividends
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** Targeted dividends
~~MDB inflows and storage conditions~~
~~S~~ EASONAL CONDITIONS
MURRAY SYSTEM DAILY INFLOWS
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Source: Murray Darling Basin Authority
~~MDB inflows and storage conditions~~
~~C~~ URRENT CONDITIONS
MDBA ACTIVE STORAGE- JUNE 2000 TO PRESENT
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Source: Murray Darling Basin Authority
~~Further maturity of the Australian water market~~
~~A~~ CCC ENQUIRY
ACCC ENQUIRY
The Company welcomes and has actively participated in the ACCC Inquiry into the southern Murray Darling Basin water market. Whilst the review is a sperate engagement, the ACCC has had an existing role in monitoring and reporting on the market’s development since 2012.
It was pleasing to see a clear and balanced articulation of both their support for the market and areas of potential improvement by numerus stakeholders, including farmers, industry representatives and Government bodies. Analysis of conditions through the millennial drought estimated that due to the effective operation of the Australian water market, an additional ~$1 billion of economic activity was maintained.
What became clear from a number of submissions to the ACCC, was the acknowledgement of the structural demand and supply changes over the last 10 years (since the millennial drought) and the markets ongoing importance in providing farmers with the tools and flexibility to adequately plan for future irrigation needs and mitigate the effects and impact of climate change.
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~~Portfolio Manager’s Update~~
~~A~~ NNUAL GENERAL MEETING
SUMMARY
Short Term
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Strategic portfolio composition and diversification to provide returns over the climactic cycle
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Visible dividend targets
Long Term
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Growing inelastic water demand from permanent horticulture
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Irrigators continue to improve water use efficiencies
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Continued government buyback
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KEY CONTACTS
Please submit all questions through the online platform, stating your registered shareholding name.
Alister Walsh Duxton Capital (Australia) Director of Water Assets [email protected] +61 427 282 250 +61 8 8130 9500
Bridget Johnson Duxton Capital (Australia) Business Development [email protected] +61 475 045 434 +61 8 8130 9500
Tim Young Duxton Capital (Australia) Business Development [email protected] +61 400 523 188 +61 8 8130 9500
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