Nannup Truffle Growers Co-operative Limited (Nannup Truffles or the Co-operative), ABN 79 315 285 843, was registered as a Distributing Co-operative by the Government of Western Australia, Department of Commerce on 19th May 2016.
The Co-operative has issued a Disclosure Statement under the Co-operatives Act 2009 (WA) for an offer of Shares in Western Australia, with the specific purpose of development of a Truffière in the South West of Western Australia.
An Information Memorandum is issued in support of the Disclosure Statement, however is not a Product Disclosure Statement or Prospectus and should not be read and construed as a Disclosure document under the Corporations Act.
The Information Memorandum relates solely to the offer of shares in the Co-operative. It is provided to persons who meet the requisite requirements for membership of Nannup Truffle Growers Co-operative Limited under the Disclosure Statement for a proposed distributing Co-operative registered under the Co-operatives Act 2009 (WA), and registered by the Government of Western Australia Department of Commerce on 19th May 2016.
The Co-operative makes no representation or warranty (express or implied) as to the accuracy, reliability or completeness of the information contained in the Information Memorandum. The Co-operative and its respective directors, employees, agents and consultants shall have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express or implied) arising out of, contained in or derived from, or for any omissions from the Information Memorandum, except liability under statute that cannot be excluded.
The Information Memorandum contains reference to certain intentions, expectations and plans of the Co-operative. Those intentions, expectations and plans may or may not be achieved. They are based on certain assumptions that may not be met or on which views may differ. The performance and operations of the Co-operative may be influenced by a number of factors, many of which are outside the control of the Co-operative.
The Information Memorandum does not purport to cover all relevant information about any potential investment in the Co-operative or its underlying business.
It is not intended to be a complete or accurate statement of material information. Except where stated, the information disclosed relates to the proposed business of the Co-operative at the date of the Information Memorandum. No responsibility is accepted to advise any person of any change. The Co-operative reserves the right to reject any expression of interest and to withdraw the Information Memorandum at any time without giving notice.
Recipients must make their own independent assessment of the offer and should not rely on any statement contained in this Information Memorandum as to the significance, adequacy or accuracy of any matter described in this document.
An investment in the Co-operative should be considered speculative because of the nature of the Co-operative’s business. The major areas of risk associated with an investment in the Co-operative is detailed below, but should not be taken as an exhaustive list of the risk factors to which the Co-operative and its Shareholders are exposed.
- Agriculture: Any investment in agriculture carries inherent risks in primary production due to matters beyond the control of the Co-operative.
- Hail, Storm and Fire: Risks from hail, storm and fire can arise in agricultural pursuits. The Truffiere will be insured against hail and fire, and storm damage may damage the trees but is unlikely to destroy them.
- Truffle Yields: Truffle production can be unreliable and spasmodic, however recent improvements in management techniques have improved truffle production, particularly in Western Australia.
- Truffle Prices: The price of Truffles in subject to market forces and may not be achieved for the life of the project.
- Economic Risks: A more comprehensive statement of risks are incorporated at Clause 9 of the Information Memorandum and Disclosure Statement.
Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Co-operative and cannot be mitigated. Accordingly, an investment in the Co-operative carries no guarantee with respect to the payment of dividends or return of capital.
Investors should be aware that there is a risk that Truffles will not be produced in the quantities or timeframe as estimated in the Information Memorandum. Accordingly, Investors should be aware that an investment in Nannup Truffles is considered a speculative investment.
Potential investors should read the entire Information Memorandum and Disclosure Statement and consult their professional advisers before deciding whether to apply for Shares.
Applications for the Shares may be made on the Application Form contained within the Disclosure Document or on the website at nannuptruffles.com.au.