Announcement PDF PROSPECTUS 2018 1 For the issue of B Class Shares under the Grower Share Purchase Plan Offer (“2018 GSPP Offer”) The 2018 GSPP Offer closes at 5:00pm (Sydney time) on Friday, 21 September 2018. The 2018 GSPP Offer is not underwritten. THE SECURITIES OFFERED PURSUANT TO THIS PROSPECTUS ARE NOT BEING OFFERED ON THE BASIS OF THE ELECTRONIC PROSPECTUS DISPLAYED. SECURITIES WILL ONLY BE ISSUED AND ALLOTTED ON THE BASIS OF AN APPLICATION FORM TO BE ISSUED TO ELIGIBLE GROWERS TOGETHER WITH THIS PROSPECTUS. This document is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. It contains important information about the 2018 GSPP Offer. You should read this document in its entirety before making any investment decision. If after reading this document, you have any questions about the 2018 GSPP Offer, you should speak to your professional adviser. FRONT COVER: Gogeldrie grower Barry Kirkup IMPORTANT NOTICE This Prospectus is dated 27 August 2018 and was lodged with ASIC on that date. Applications will be made for listing of the New Shares offered by this Prospectus to the NSX. The fact that NSX may list the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. The NSX takes no responsibility for the contents of this Prospectus, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Prospectus. Neither ASIC nor any of its officers takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. It is important that you read this Prospectus carefully and in full before deciding whether to subscribe for New Shares and investing (in the case of existing Shareholders, investing further) in the Company pursuant to the 2018 GSPP Offer. In particular, you should consider the risk factors that could affect the financial performance of the Company in light of your personal circumstances (including financial and taxation issues). This Prospectus does not provide investment advice and has been prepared without taking into account your financial objectives, financial situation or particular needs (including financial or taxation issues). You should seek professional investment advice if you have any questions about any matter contained in this Prospectus. Certain terms and abbreviations used in this Prospectus have defined meanings, which are explained in the Glossary at Section 7. In this Prospectus, the words “the Company”, “SunRice”, “we”, “our” and “us” refer to Ricegrowers Limited. The words “you” or “your” refer to persons to whom the 2018 GSPP Offer is made, being Eligible Growers. No securities will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus. Application for quotation of the New Shares will be made to the NSX within seven days after the date of this Prospectus. This Prospectus is a transaction specific prospectus for an offer to acquire continuously quoted securities (as defined in the Corporations Act). The Company is an NSX listed company whose B Class Shares have been granted official quotation by NSX. In preparing this Prospectus regard has been had to the fact that we are a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and the professional advisers who investors may consult. This Prospectus has been prepared in accordance with section 713 of the Corporations Act and does not contain all the information that an investor would find in a prospectus in connection with an initial public offering. Nevertheless, this Prospectus contains important information in connection with the rights and liabilities attaching to the New Shares and the effect of the 2018 GSPP Offer on the Company and requires your immediate attention. No person is authorised to give any information or to make any representations in connection with the 2018 GSPP Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by any of the Directors or by the Company. Future matters and intentions This Prospectus contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These statements may sometimes be identified by the use of forward-looking words such as “believe”, “aim”, “expect”, “anticipate”, “intending”, “foreseeing”, “likely”, “should”, “planned”, “may”, “estimate”, “potential” or similar words or phrases. Similarly, statements that describe SunRice’s objectives, plans, goals or expectations are or may be forward-looking statements. All forward-looking statements in this Prospectus reflect the current expectations of SunRice concerning future results and events. These forwardlooking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different from expected future results, performance or achievements expressed or implied by those statements. Any forward-looking statements reflect views held as at the date of this Prospectus. SunRice believes that the views reflected in any forward-looking statements are reasonable. Please note however, that neither SunRice nor its directors or officers, or any other person gives any representation, assurance or guarantee that the events or achievement of results expressed or implied in any forward-looking statements in this Prospectus will actually occur. You are cautioned not to place undue reliance on such forward-looking statements and all subsequent written or oral forward-looking statements attributable to SunRice are qualified by this cautionary statement. Subject to any continuing obligations under law or the Listing Rules, SunRice gives no undertaking to update or revise any forward-looking statements after the date of this Prospectus to reflect any changes in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based. 1 IMPORTANT NOTICE (CONTINUED) Restrictions on distribution The 2018 GSPP Offer is made to Eligible Growers that are resident in Australia. This Prospectus does not constitute an offer in any overseas jurisdiction where it would be unlawful to make the 2018 GSPP Offer. You must ensure compliance with all laws of any country relevant to your Application. We will take the return of a completed Application Form as a representation by you that there has been no breach of any laws and that you are an Eligible Grower. Please contact us if you wish to obtain a hard copy of this Prospectus free of charge (see Corporate Directory). A copy of this Prospectus can be downloaded from our website at www.sunrice.com.au. If you access the electronic version of this Prospectus, you should ensure that you download and read the entire Prospectus. The electronic version of this Prospectus is only available to Australian residents. This Prospectus (including the electronic version of this Prospectus) is not intended for, and should not be distributed to or retained by, any person other than an Eligible Grower. Privacy Disclosure By completing the Application Form accompanying this Prospectus, Applicants will be providing personally identifiable information to the Company, its officers, employees, agents, contractors and third party service providers (including the Share Registry) (collectively, Collecting Parties). The personal information collected may include (but is not limited to) the Applicant’s full name, date of birth, addresses and phone numbers. The collection and management of the Applicant’s personal information is conducted in accordance with the Privacy Act 1988 (Cth), which governs the use of a person’s personal information and sets out principles governing the ways in which organisations should treat personal information. Personal information that the Collecting Parties collect from Applicants through their Application Forms is used to evaluate Applications and in the case of successful Applications, to issue securities in the Company to successful Applicants and provide services and appropriate administration in relation to those Applicants’ security holdings in the Company. If the Collecting Parties are obliged to do so by law, Applicants’ personal information will be passed on to other parties strictly in accordance with legal requirements. Once personal information is no longer needed for our records, the Collecting Parties will destroy or de-identify it. By submitting an Application Form, each Applicant agrees that the Collecting Parties may use the personal information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company and its related bodies corporate, agents, contractors and third party service providers, including the Share Registry, mailing houses and professional advisers and to the NSX and other regulatory authorities. The Corporations Act requires the Company to include information about Shareholders (including name, address and details of the Shares held) in its public register and disclose such information to ASIC and persons inspecting the register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s registers is also used to facilitate corporate communications (including the Company’s financial results, annual report and other information that the Company may wish to communicate to its Shareholders) and for the purpose of compliance with legal and regulatory requirements. If you do not provide the information required on the Application Form, the Collecting Parties (as relevant) may not be able to accept or process your Application. Further information about the Company’s management of personal information, including how an Applicant may request access to or seek the correction of his or her personal information or submit a complaint or a general privacy-related query, is contained in our Privacy Policy, available at www.sunrice.com.au/corporate/statements/privacy-policy/. Currency and Time All references in this Prospectus to dollar, cents, “$” or “A$” are to Australian currency, unless otherwise indicated. All references in this Prospectus to time are to the time in Sydney, New South Wales, Australia. 2 KEY DATES TIMETABLE OF THE 2018 GSPP OFFER MONDAY 27 AUGUST 2018 MONDAY 3 SEPTEMBER 2018 MONDAY 3 SEPTEMBER 2018 Prospectus lodged with ASIC Anticipated despatch of Prospectus, Application Forms and Direction Forms to Eligible Growers 2018 GSPP Offer opens (Opening Date) FRIDAY 21 SEPTEMBER 2018 FRIDAY 21 SEPTEMBER 2018 Last date for returning Direction Form Date for determining eligibility to be issued New Shares under the 2018 GSPP Offer (Record Date) Announcement of GSPP Offer and lodgement of Prospectus with NSX AGM 20 SEPTEMBER 2018 SunRice 2018 Annual General Meeting and B Class Meeting 21 SEPTEMBER 2018 2018 GSPP Offer closes (Closing Date) (Last date for returning Application Form) FRIDAY 28 SEPTEMBER 2018 Issue of New Shares subscribed for under the 2018 GSPP Offer WEDNESDAY 3 * As set out in the Notices of Meetings and Explanatory Booklet released by the Company on 27 July 2018, the Company is seeking Shareholder approval to implement an ASX Proposal which involves, in general terms, the migration of the listing of B Class Shares from the National Stock Exchange of Australia (NSX) to the Australian Securities Exchange (ASX), and changes to the Constitution to enable B Class Shares to be acquired by investors generally. There is no guarantee that the ASX Proposal will be implemented or that 2018 NEW SHARES COMMENCE TRADING ON NSX the B Class Shares will become quoted on the ASX. The above timetable is indicative only and is subject to change. Subject to the Corporations Act and the Listing Rules, the Company reserves the right to vary the dates in connection with the 2018 GSPP Offer, without prior notice. This may include extending the Closing Date of the 2018 GSPP Offer or accepting late acceptances, either generally or in particular cases. The Company also reserves the right not to continue with the 2018 GSPP Offer at any time before the allotment and issue of New Shares to successful Applicants. Eligible Growers are encouraged to submit their Applications as soon as possible. Any material changes to the above timetable will be announced by the Company on its NSX announcements platform. The Company’s announcements are accessible from NSX’s website at www. nsxa.com.au under the code “RGWB”. 3 CHAIRMAN’S LETTER Dear Grower / Shareholder, Last year, the Board introduced the Grower Share Purchase Plan (GSPP). The GSPP allows our Eligible Growers to build an economic interest in the Company through a B Class Shareholding and also provides us with an opportunity to raise a small amount of additional capital. Your Board is pleased to again offer Eligible Growers the opportunity to participate in the GSPP this year, pursuant to the 2018 Grower Share Purchase Plan Offer (2018 GSPP Offer) made under this Prospectus. We know many of you have expressed an interest in acquiring B Class Shares and, as always, we welcome your participation in the GSPP and in SunRice in this way. Notwithstanding that, I would like to note that participation in the GSPP is optional. It is also separate from the ASX Proposal we are asking A and B Class Shareholders to consider at the time of the SunRice AGM. The 2018 GSPP Offer will run irrespective of the outcome of the vote on the ASX Proposal. Eligible Growers should understand that shareholders are exposed to risks associated with SunRice and that many of the circumstances giving rise to these risks are beyond the control of SunRice, including climatic factors, global commodity markets, sovereign risk and foreign exchange fluctuations. In line with these considerations, I encourage you to read the details of the 2018 GSPP Offer in this Prospectus in full and to seek your own investment or other professional advice, if required. Details of the 2018 GSPP Offer Under the 2018 GSPP Offer, Eligible Growers will have the opportunity to acquire B Class Shares. An “Eligible Grower” is a person who has delivered Paddy to SunRice in C18 and holds an A Class Share or B Class Share, either in their own name or through their Approved Entity, on Friday, 21 September 2018. 4 Eligible Growers may, either in their own name or through their Approved Entity, subscribe for one (1) New Share for every one (1) tonne of Paddy delivered in the 2018 Crop at the Issue Price (see below). The Issue Price for the New Shares is $5.71 per share (Issue Price), which is the same issue price as offered under SunRice’s dividend reinvestment plan (DRP) in 2018. The Issue Price represents a 2% discount to the VWAP of B Class Shares as traded on NSX between 12 June 2018 and 28 June 2018. If you wish to participate in the 2018 GSPP Offer, the Application Money for New Shares is payable either: • by payment to SunRice by cheque, bank draft or electronic funds transfer (refer to Section 2.1(e) and the instructions on the Application Form for more information); and/or • providing a written direction (Direction Form) to SunRice to apply all or part of the September payment payable by SunRice to you for the Paddy delivered by you in the 2018 Crop (2018 Crop September Payment), which is due for payment on Friday, 28 September 2018. The Direction Form is attached to or accompanies this Prospectus. Purpose of the 2018 GSPP Offer A close connection with Growers supports an ongoing, sustainable supply of rice from the Riverina region. Maintenance of this connection and supply is important to SunRice as Riverina Rice and the Rice Pool business form the foundation of the SunRice Group and is a key part of the SunRice Group’s 2022 Growth Strategy. The 2018 GSPP Offer is designed to encourage a closer connection between SunRice and our Growers by enabling Eligible Growers to apply all or part of their 2018 Crop September Payment to acquire B Class Shares. The Board considers this is particularly important to assist new (and often young) Eligible Growers to build a shareholding in the Company, especially in the context of the requirement of A Class Shareholders to acquire at least 3,000 B Class Shares. The 2018 GSPP Offer is also intended to align with the opportunity given to B Class Shareholders to acquire B Class Shares under the Company’s dividend reinvestment plan (DRP) for 2018. How to participate if you are an Eligible Grower Your Directors encourage Eligible Growers to read this Prospectus in its entirety before making any decision as to whether to further invest in SunRice. You should seek professional investment advice if you have any queries in relation to the 2018 GSPP Offer. If you are intending to direct SunRice to apply all or part of your 2018 Crop September Payment, please note you will need to return your completed Direction Form by 5.00 pm (Sydney time) on Friday, 21 September 2018. Please also note, if you have any outstanding deductions, your 2018 Crop September Payment will need to be applied to these deductions before it can be applied to pay the Application Money under the 2018 GSPP Offer If you have any questions regarding your 2018 Crop September Payment amount, please contact Grower Services on 1800 654 557. If you have insufficient funds from your 2018 Crop September Payment after deductions, you can still submit an Application for New Shares under the 2018 GSPP Offer by the Closing Date of 5.00 pm (Sydney time) on Friday, 21 September 2018, however you will need to pay the Application Money (or part thereof) to SunRice by cheque, bank draft or electronic funds transfer as set out in the instructions on the Application Form. In either case, to participate in the 2018 GSPP Offer, you must return your completed Application Form to the Share Registry by the Closing Date. On behalf of the Board, thank you for choosing to grow rice and for your ongoing support of SunRice. Yours sincerely Laurie Arthur Chairman CONTENTS 13 DETAILS OF THE GSPP OFFER 17 PURPOSE AND EFFECT OF THE OFFER 31 MARKET PRICE OF B CLASS SHARES 1. OVERVIEW OF INVESTMENT 2. DETAILS OF THE GSPP OFFER 6 13 2.1 Overview of the GSPP Offer 13 2.2 Allocation Policy 15 2.3 Application Form 15 2.4 Allotment and Quotation 15 2.5 Holding Statement 16 2.6 Taxation 16 2.7 Brokerage, Commission and Stamp Duty 16 2.8 Enquiries 16 3. PURPOSE AND EFFECT OF THE OFFER 17 3.1 Reasons for the GSPP Offer 17 3.2 Proposed use of Funds 17 3.3 Effect on the Company 17 3.4 Effect on Capital Structure 18 3.5 Pro Forma Balance Sheet 19 4. RISK FACTORS 20 4.1 Introduction 20 4.2 Business Risks Facing SunRice 20 4.3 General and Specific Market Risks 26 5. ADDITIONAL INFORMATION 28 5.1 Rights and Liabilities Attaching to B Class Shares 28 5.2 Transaction Specific Prospectus and Continuous Disclosure Obligations 29 5.3 ASX Proposal 30 5.4 Market Price of B Class Shares 31 5.5 Board and Management 31 5.6 Corporate Governance 32 5.7 Directors’ Interests 34 5.8 Interests of Experts and Advisers 34 5.9 Expenses 34 5.10 Consents 34 5.11 Foreign Shareholders 34 5.12 No Modifications of The Corporations Act or the Listing Rules 34 6. DIRECTORS’ AUTHORISATION AND CONSENT 7. GLOSSARY AND INTERPRETATION 36 37 7.1 Defined Terms 37 7.2 Interpretation 39 1. OVERVIEW OF INVESTMENT Key Terms of the 2018 GSPP Offer Question Answer Who is the issuer of this Prospectus? Ricegrowers Limited (ABN 55 007 481 156) (NSX Code: RGWB) (Company or SunRice). What is the 2018 GSPP Offer? The Company is offering Eligible Growers the opportunity to acquire B Class Shares under the Company’s Grower Share Purchase Plan (2018 GSPP Offer). Further Details Section 2.1 Eligible Growers may, either in their own name or through their Approved Entity, subscribe for 1 New Share for every 1 tonne of Paddy delivered in the 2018 Crop (C18) at the Issue Price (see below). Participation in the 2018 GSPP Offer is optional. The Application Money for New Shares under the 2018 GSPP Offer is payable either: • by payment to SunRice by cheque, bank draft or electronic funds transfer in accordance with the instructions on the Application Form; and/or • by providing a written direction (Direction Form) to SunRice to apply all or part of the September payment payable by SunRice to you for the Paddy delivered by you in C18 (2018 Crop September Payment), which is due for payment on Friday, 28 September 2018. The Direction Form is attached to or accompanies this Prospectus. The 2018 GSPP Offer is not underwritten, and has no minimum subscription level. The maximum number of New Shares to be issued pursuant to the 2018 GSPP Offer is equal to the aggregate number of tonnes of Paddy delivered to SunRice in C18 by Eligible Growers. As at the date of this Prospectus, it is estimated that approximately 623,003 tonnes of Paddy will be delivered in C18 in aggregate (including those tonnes which have already been delivered).1 Who is eligible to participate in the GSPP Offer? The 2018 GSPP Offer is made to Eligible Growers only. What is the Issue Price for the New Shares? New Shares are being offered for issue at an issue price of $5.71 (Issue Price) per share, which is the same issue price as offered under the Company’s dividend reinvestment plan (DRP) in 2018. The Issue Price represents a 2% discount to the VWAP of B Class Shares as traded on NSX between 12 June 2018 and 28 June 2018. Section 2.1(a) You are an Eligible Grower if you delivered Paddy to the Company in C18 and hold an A Class Share or B Class Share, either in your own name or through your Approved Entity, as at 5.00 pm (Sydney time) on Friday, 21 September 2018. In accordance with the Constitution, New Shares can only be issued to existing Shareholders or their Approved Entities. If you are a Grower and you don’t currently hold an A Class Share, you may be eligible to apply for one. If you want to apply for New Shares in your Approved Entity you will need to identify this on the Application Form. Section 2.1(d) 1. Some of these tonnes may be delivered by Growers who will not be Eligible Growers and who would therefore not be entitled to participate in the 2018 GSPP Offer. 6 1. OVERVIEW OF INVESTMENT (CONTINUED) Key Terms of the GSPP Offer (continued) Question Answer Will the New Shares be quoted on the NSX or ASX? The New Shares will be quoted on the NSX. The Company will make an application to the NSX for quotation of the New Shares no later than seven (7) days after the date of this Prospectus. Further Details Sections 2.4(b) and 5.3 Subject to approval, it is expected that normal trading of New Shares on the NSX will commence on Wednesday, 3 October 2018 (assuming the 2018 GSPP Offer closes at 5.00pm on Friday, 21 September 2018, as currently scheduled). As set out in the Notices of Meetings and Explanatory Booklet released by the Company on 27 July 2018, the Company is seeking Shareholder approval to implement an ASX Proposal which involves, in general terms, the migration of the listing of B Class Shares from the NSX to the ASX, and changes to the Constitution to enable B Class Shares to be acquired by investors generally. If the ASX Proposal is implemented, it is expected that the B Class Shares will be quoted on the ASX before 31 December 2018. However, there is no guarantee that the ASX Proposal will be implemented. No representation is made that the B Class Shares will become quoted on the ASX. How many New Shares can I apply for? You can subscribe for all or part of the number of New Shares set out in your enclosed personalised Application Form. However, New Shares will not be issued if it would result in you holding a number of B Class Shares which would exceed the B Class Shareholding Limit in the Constitution. What is the B Class Shareholding Limit? The B Class Shareholding Limit is set out in rule 4.2 of the Constitution. It provides that a person cannot hold a number of B Class Shares that, when aggregated with any B Class Shares held by all Associates of that person, exceeds 5% of the total number of issued B Class Shares. Sections 5.1 and 5.3 New Shares under the 2018 GSPP Offer will not be allocated to a person to the extent that it would result in that person’s holdings in B Class Shares exceeding the B Class Shareholding Limit. In such a case, the Company may allocate a fewer number of New Shares to the Applicant than the number that they have applied for. It should be noted that if the ASX Proposal is implemented, then the B Class Shareholding Limit will be increased from 5% to 10%. What if I do not wish to subscribe for New Shares under the 2018 GSPP Offer? If you do not wish to subscribe for any New Shares under the 2018 GSPP Offer, you may do nothing and allow the 2018 GSPP Offer to lapse. What are the minimum and maximum amounts that will be raised under the 2018 GSPP Offer? The maximum number of New Shares that will be issued under the 2018 GSPP Offer is equal to the aggregate number of tonnes of Paddy delivered to the Company in C18 by Eligible Growers. As at the date of this Prospectus, it is estimated that approximately 623,003 tonnes will be delivered in aggregate (including those which have already been delivered).2 Based on a figure of 623,003 tonnes, the maximum amount that will be raised under the 2018 GSPP Offer is $3.6 million before expenses. Section 3.3 and 3.4 There is no minimum subscription under the 2018 GSPP Offer, nor is the 2018 GSPP Offer underwritten. 2. Some of these tonnes may be delivered by Growers who will not be Eligible Growers and who would therefore not be entitled to participate in the 2018 GSPP Offer. However, as the Record Date for determining eligibility to participate in the 2018 GSPP Offer is not until after the date of this Prospectus, it is not possible to currently estimate how many tonnes of Paddy would be delivered by Growers who will not be Eligible Growers. However, it is expected that this number would not be significant. 7 1. OVERVIEW OF INVESTMENT (CONTINUED) Purpose and effect of the 2018 GSPP Offer Question Answer What is the purpose of the 2018 GSPP Offer? A close connection with Growers supports an ongoing, sustainable supply of rice from the Riverina region. Maintenance of this connection and supply is important to SunRice as Riverina Rice and the Rice Pool business form the foundation of the SunRice Group and is a key part of the SunRice Group’s 2022 Growth Strategy. Further Details Section 3.1 The 2018 GSPP Offer is designed to encourage a closer connection between SunRice and Growers by enabling Eligible Growers to apply all or part of their Paddy Price to acquire B Class Shares. The Board considers this is particularly important to assist new (and often young) Eligible Growers to build a shareholding in the Company, especially in the context of the requirement of A Class Shareholders to acquire at least 3,000 B Class Shares. The 2018 GSPP Offer is also intended to align with the opportunity given to B Class Shareholders to acquire B Class Shares under the Company’s dividend reinvestment plan (DRP) for 2018. How will the proceeds of The proceeds of the 2018 GSPP Offer will be used to reduce debt and/or fund the 2018 GSPP Offer be future growth. used? Section 3.2 What is the effect of the 2018 GSPP Offer on issued capital and cash reserves? Section 3.3 If the 2018 GSPP Offer is fully subscribed (and based on an estimate that approximately 623,003 tonnes of Paddy will be delivered to the Company in C18),3 then the effect of the 2018 GSPP Offer on the Company’s cash reserves and issued capital would be to: • increase the Company’s cash reserves by $3.6 million before the costs of the 2018 GSPP Offer; and • increase the total number of B Class Shares on issue from 58,366,591 to 58,989,594. What is the effect of B Class Shares do not entitle their holder to vote at general meetings of the the 2018 GSPP Offer on Company. Accordingly, the issue of New Shares under the 2018 GSPP Offer will not Control of the Company? have any impact on the Control of the Company. Section 3.4(b) What is the maximum possible dilutionary effect of the 2018 GSPP Offer? There are currently 58,366,591 B Class Shares on issue. Based on an estimate that approximately 623,003 tonnes of Paddy will be delivered to the Company in C18,4 if the maximum number of New Shares offered under the 2018 GSPP Offer are issued, those New Shares would represent approximately 1.07% of the current number of B Class Shares on issue. Section 3.4(a) What are the key dates of the 2018 GSPP Offer? See page 3 of this Prospectus – “Key Dates – Timetable of the 2018 GSPP Offer”. 3. See footnote 2. 4. See footnote 2. 8 1. OVERVIEW OF INVESTMENT (CONTINUED) Key risks of a further investment in the Company Question Answer What are the key risks of a further investment in the Company? Shareholders are exposed to risks associated with SunRice, further information on which is set out in Section 4. Many of the circumstances giving rise to these risks are beyond the control of SunRice and are risks that already exist for the Company and its Shareholders. The key risks are identified below. However, please refer to Section 4 for further details of these and other risks. Further Details Se