Booster Private Land and Property Fund Review

Summary:

• Booster’s Private Land and Property Fund invests in wineries and orchards located around New Zealand, focusing on the Marlborough, Nelson, Hawke’s Bay and Northland regions. Income is earned from either leasing the land or selling the crops to established buyers.
  
• The fund has around $83m of assets (as of 31 March 2021), funded by investors and loans from the ANZ bank. 
• The fund has a history of producing income while benefiting from capital gains – NZX data shows regular dividends. Increases in the value of the assets (comprised of land cultivated for wineries and fruit crops) directly benefit the investors.
• The fund, as stated in its PDS, aims to generate an average annual long-term return of about 6.50% p.a. (before tax and after all fees, charges and costs) over rolling seven-year periods. This gain is estimated to be driven by regular income and capital gains as the fund's land reaches its full productive capability.
• The fund’s unique selling point is that it invests in New Zealand agricultural infrastructure and, despite being new (launching in 2017), has a history of outperforming term deposits. However, the fund is not without its risks – agriculture is exposed to global demand trends, weather damage, fruit tree yields and dozens of other risks.
• Booster’s ~1.10% management fee and withdrawal fee (for amounts over $50,000) need to be balanced, and it’s likely to be most popular with long-term investors looking for an income-producing asset that has the potential for capital growth.

 
Our view:

1. In a nutshell, the Private Land and Property Fund is unique to the 300+ managed funds on offer in New Zealand by way of making a series of unlisted agricultural investments.
2. If you are comfortable with investing in assets related to alcohol (wine and beer) and taking on the risks of agriculture (think flood damage, pests, disease and global demand), the fund aims to create long-term value with exposure to strategic assets around New Zealand.
3. Investors benefit from a “planting seeds” strategy where Booster’s management team prospects land, plants for the future, and, all going to plan, rewards the investors with long-term returns from the fruit harvest or lease of the trees.

 
Our guide covers:

• Fund Basics – Fees and Underlying Investments
• Fund Structure - Booster Tahi Fund vs Private Land and Property Fund
• Booster Wines (and indirectly, the PLPF's) Reputation in Industry and the Media
• Frequently Asked Questions
• Understand the Fund in Detail - Five Must-Know Facts
• Portfolio Overview

The fund charges either one or two fees, depending on your investment size and needs.

1. Annual fund fee: This includes a management fee (1.00%), administration costs (0.10%) and property operating expenses (estimated to be 0.09%). The property operating expenses include costs such as valuations, specific property-related costs and associated professional fees (such as legal and accounting when land is purchased).
   
2. Withdrawal fee: Because the land investments are unlisted, the fund isn’t as liquid as an investment like an ETF or index fund. For this reason, Booster charges a fee if you withdraw more than $50,000 over a rolling 12 months. The fees is as followed:
   

• $50,000 or less: Nil
• Between $50,000 and $100,000: 1% of the amount above $50,000
• Between $100,000 and $200,000: 2% of the amount above $100,000
• Between $200,000 and $300,000: 3% of the amount above $200,000
• Between $300,000 and $500,000: 4% of the amount above $300,000
• $500,000 or more: 5% of the amount above $500,000

 
Because of the existence of withdrawal fees, we see the fund as a long-term option as part of a diversified investment strategy. To realise the fund’s capital gains, investors with over $50,000 invested would likely need to withdraw tranches time-appropriately to avoid the fee.
 
We asked Booster about the withdrawal fee and why it can be as high as 5% (if you withdraw over $500,000). Their response is as followed:

• "Investments in land and property don’t provide immediate liquidity and needs to be managed to create fairness across all investors. Liquidity is usually provided by holding a portion of the Fund’s assets in cash, using new investor’s funds to pay out existing investors or selling assets if necessary".
• "The larger the withdrawal the greater the pressure on the Fund to find liquidity.  To mitigate this risk, the Fund and the Wholesale Portfolio are managed to provide various sources of limited liquidity for withdrawals".
• "Units in the Fund are quoted on the NZX Main Board.  Investors have the opportunity to sell their investment on exchange if there are interested buyers (which does not attract the manager’s exit fee).  Alternatively, investors have the option to redeem their investment directly with the Manager and as stated above the amount withdrawn may incur a fee".
• "All investments have risk and to mitigate some of the risk you may wish to limit your exposure".

 
Booster further advised:

• "The fund invests into tangible assets in the form of productive land generating income from leases or, in a minority of cases, sale of the crop. The values are periodically reset based on professional valuation advice which reflects all the attributes of the production unit - the location and land attributes as well as the quality of the lease, demand for the product, variability of the crop and the like".
• "Ultimately, redemption of a unit (above the level of fund inflows for the period) would require the sale of one or more properties. The carrying value is an estimate of the likely proceeds of sale, usually expressed as subject to a normal period of time to run a sales process. Ultimately, the value of units and any redemption is a function of the value of the land which can rise or fall according to market factors". 
• "The exit fee is designed to accommodate the time and costs required to liquidate a property where finally necessary, in order to maintain fairness between exiting and remaining unit holders".

The fund owns freehold agricultural land in Marlborough, Nelson, Hawke's Bay and Northland. The properties are predominantly vineyard-related (i.e. planted grapes, winery buildings and processing facilities). There are also investments in Kiwifruit orchards and hop gardens. We outline the investments in a dedicated section below. Unlike other managed funds, which usually invest in shares, the Private Land and Property Fund is true to its name – the assets are private land and property. For this reason, the fund is less liquid than most other managed funds, and Booster charges a fee if you withdraw more than $50,000 per year.
 
The fund's investments include:

1. Vineyard Properties in Awatere Valley, Marlborough (revenue is generated from the sale of grapes to Awatere River Wines Limited Partnership and Treasury Wine Estates (Matua) Ltd).
2. Vineyard Properties in Hope in the Nelson region (revenue is generated from a long-lease to Waimea Estates (Nelson) Limited).
3. Winery Building and Vineyard Property in Hawke's Bay (revenue is generated from a long-lease to Booster Wine Group Limited Partnership).
4. Winery Building and Vineyard Property in Mahana in the Nelson region (revenue is generated from a long-lease to Waimea Estates (Nelson) Limited).
5. Orchard property in Kerikeri (revenue is generated from a long-lease to Seeka Limited).
6. Hops investment in Waimea, Nelson (revenue is generated from the sale of hops to New Zealand Hops Limited).

In addition to the above parcels of land the fund owns, the investment managers continue to add to the portfolio. Future property development projects include:

1. Barewood Block, Marlborough – the scope of the development includes the planting of vines, vineyard infrastructure including irrigation and frost protection, as well as building an irrigation dam on site.
2. Upton Downs Block – this asset is a block of land in the Awatere Valley in Marlborough that is a developing vineyard.
3. Other developments include capital projects at the Sileni Winery and Vineyard (cellar door construction, Gravity Winery and Vineyard (expansion of the vineyard), Waimea West Hops (development of more land for planting hops and a new processing plant).

Please note:
Booster Tahi owns 94% of BWG. BWG staff own the remaining 6%. Booster Tahi is a private/direct investment fund, which several Booster KiwiSaver funds hold units in, as well as a small number of wholesale investors. The counterparty to all the wine assets is BWG. As a background:

• Booster Tahi GP Limited (being the general partner):
• Booster Funds Management Limited (being the investment manager to Booster Tahi LP):
• Booster Wine Group is the ‘Booster Wine Group Limited Partnership’
• The General Partners of the Booster Wine Group Limited Partnership is Booster Wines Ltd.
• Booster Wines Ltd is owned by the Booster Tahi Limited Partnership

The Booster Tahi Fund invests in the Booster Tahi Limited Partnership.  The Booster Tahi Limited Partnership owns companies (e.g. Awatere River, Sileni) which rent land (e.g. the vineyards and orchards) from the Private Land and Property Portfolio (PLPP). Tahi also owns half of a avocado orchard that is unlinked to PLPP, reflective of higher volatility that can be a feature of that crop. Tahi leases some assets from PLPP but it is not a rule nor a requirement. The only overlap is the wine assets. Sunchaser land is not owned by PLPP. 

The Booster Tahi LP also owns material minority stakes in non-agricultural/horticultural businesses (e.g. Dodson Motorsport,  Lifetime Group, Darling Group) whereas PLPP only owns income producing agricultural and horticultural land. Some of the parcels of land do not have a Tahi-owned company attached e.g. the hop farm and Kiwifruit orchard have no linkages with Tahi.
 
As mentioned above the Booster Tahi Fund invests in the Booster Tahi Limited Partnership. It is also a wholesale fund – which Booster's KiwiSaver and Investment Funds invest in. Other wholesale investors are directed into the Booster Tahi Fund.
 
This differs to PLPF which is a retail fund which invests and holds units in the Wholesale Fund (PLPP). Booster’s KiwiSaver and Investment funds hold units in PLPF.  Investors have another option to invest via the NZX into PLP.
 
As a PLPF investor, relevant questions include:

1. Are the Tahi-owned companies paying market-appropriate rents for leases and produce prices for harvests? If not, the returns on the PLPF will be lower.
2. Are the Tahi-owned companies profitable, and does their business activity contribute to long-term capital growth of PLPF assets?
3. Are the standard outsourcing, servicing and leasing arrangements between Tahi businesses and PLPF assets favourable to both parties equally?

 
To answer these, we asked Booster's investment team about the related-party structure and the risks involved. Their response is below:

• In the majority of cases the land is the subject of a lease or similar arrangement whereby the annual income is paid by the offtaker and/or manager of the land. In some cases (for example the minority of the vineyards (and for the hops land) the fund carries the risk of production and prices.
• The lease-based arrangements provide more assured annual income (and underpin capital values to a degree) but are typically struck slightly lower than the mid-case expected returns from taking more variable farming risk. 
• The quality of the lessee is of course important, as are the lease terms. Each of the lessees in place is screened for credit quality, including the vineyard leases that are mainly to another Booster fund managed business fund, the Booster Wine Group (BWG). Related contracts, such as management or supply contracts for vineyards, are benchmarked against annual industry data.
• BWG is the largest lessee by value and itself can and does produce its products in bulk for on sale (to its own sales channels or to third parties) at values that cover costs (including leases) and generate a fair return on capital invested. This is part of the consideration the valuers give when striking the market value of the PLPP owned land.
• Conflicts of interest may arise with regard to services that are, or that may be, provided by related parties. The Trust Deed governing the operation of the Scheme includes provisions that generally prevent us, as Manager, from entering into arrangements with a related party other than when transactions are completed on an arm’s length basis.  In addition, both we and the Supervisor must at all times, act in the best interests of investors when performing our duties in relation to PLPF.

To understand the investment objectives of Booster with regards to the PLPF, we’ve summarised this article from Food and Wine columnist Neil Hodgson. This 2018 Stuff.co.nz article explains what Booster is doing in the Nelson region:

• "Booster appears to be looking to add capital to New Zealand businesses and allow them to grow in ways that suits each sector under the Booster Tahi umbrella.
  
• "(Booster) is great for the wine industry, it really is a watershed moment to have long-term players in the market…to have a New Zealand investment company back Nelson as a wine region really is quite significant, they found value and potential in the wine industry in here."
  
• "Having an investor like Booster, an investor new to the industry that is both dynamic and able to move quickly, means many of the shackles for future growth and innovation have either been removed or aren't put in place – (it is a) highly focused business unit, is able to make decisions quickly without having to refer to overseas owners and they also don't have the same capital constraints many family owned business have."
  
• More articles about Booster's wine investments are published here and here.
  

In a nutshell, the PLPF makes money from leasing its land and selling crops (cash payments) and when the land increases in value (non-cash payments). In early 2021, Booster revalued its land up by $922,000 which represented a change of 1.44% at the time. This increase was driven by maturing kiwifruit trees. Past revaluations are not indications of future increases, and agricultural investments have unique risks (global demand for crops, weather damage, crop yield and supply chain constraints being four of many).

Booster makes it clear - the manager of the fund approves all property development and the associated capital expenditure required to complete developments.

It depends. Vineyards are a specialist asset and the value may increase or decrease based on a number of conditions. The fund's managers have a history of developing bare land rather than purchasing established vineyards. By doing so, investors can receive capital gains as a vineyard's value increases as the vines mature and reach full productive capacity. Such an increase excludes any market-driven movements in land prices. Vineyards don't reach their full potential overnight – it generally takes about seven years to go from plant to harvest, and during that time a lot of costs are incurred (spraying, fertiliser, irrigation, overheads and labour are just some of the expenses investors will need to cover).

We asked Booster to answer this. Their response: "The fund has several funding options available, including issuing new units, and debt facilities. The manager is able to utilise both funding streams and does so to best manage the available funds and liquidity of the fund".

Fact 1: The fund has related party contracts

• Some of the wine companies that are parties to the fund's portfolio have a relationship with the Booster group. Specifically, this relates to the Booster Tahi Limited Partnership - an unlisted equity fund in which a number of the investee businesses (i.e. wineries) have contractual relationships with the portfolio.
• Booster asserts that all material (i.e. high value) contracts have been entered into on an arm's length basis in its fund PDS, so this is something to be aware of.

 
Fact 2: The fund focuses on wine and orchards.
Per our discussions with Booster, we understand that the fund's management "will consider further investment opportunities in unlisted agricultural and horticultural land and other property investments in New Zealand". Furthermore, the fund "has scope to invest in industrial, commercial and retail sectors". Booster confirmed that their philosophy is to "invest in properties that will provide a combination of income distribution and capital returns".
 
Fact 3: The fund has outperformed term deposits since inception (although this is no signal of future performance).
The fund's return objective over the long term is to achieve 6.5% pa (before tax, but after all fees, charges and costs) over a rolling 7 year period. This exceeds the current rate of term deposits.

Fact 4: Orcharding and vineyards have unique risks that term deposits or commercial and industrial property investments don’t.
There have been many upsetting stories about extreme weather destroying not only fruit on trees but also entire crops (this video from Newshub in Otago and RNZ story in Nelson show the scale of damage from income-destroying events. The reality is that there is nothing that can be done to protect land from adverse weather. While the fund’s land is diversified over four regions (Nelson, Marlborough, Hawkes Bay and Northland, thus minimising the risk of total destruction), a bad storm over the South Island can wipe out fruit-laden trees. Add in a labour shortage for pickers and the risks of land investment become clearer.
 
Fact 5: Booster is committed to growing the fund and investing in more assets.
Booster confirmed in discussions with our research team that their objective is to "continue to build scale in the fund and diversify holdings across the various sectors.  Besides scale it is a risk mitigant strategy provided through additional diversification of investments".

The fund’s assets are outlined in the quarterly fund updates, which we include below with relevant links to their respective websites. Please be aware, the fund owns the land and buildings, not the businesses (which are owned by the Booster Tahi LP – see Tahi vs PLPF below).

Investment Holdings
1. Vineyard property in Awatere Valley, Marlborough (23% of the fund)
This investment is in three properties situated in the Awatere Valley being Barewood Vineyard, Upton Downs, and Flemings Road. These vineyards have grape supply agreements (GSA) with Booster Wine Group. The GSA structure sees PLPP take the risk and return of crop volumes for these properties, versus a fixed rental. Barewood Vineyard and Upton Downs properties are yet to reach full maturity having been developed in 2018 and 2019 and are expected to deliver increased harvest volumes as they mature.
 
2. Vineyard property in Hope, Nelson (19% of the fund)
This investment is in the former Waimea winery and associated vineyards in Nelson. The vineyard and winery are leased to Booster Wine Group on a long-term lease.
 
3. Vineyard property in Hawke's Bay (10% of the fund)
This investment is in three vineyards formerly part of Sileni Estates, including Talbot, Wedd and Winery vineyard properties and a winery building. All are leased to Booster Wine Group on a long-term lease.
 
4. Vineyard property in Mahana, Nelson (5% of the fund)
The property at Mahana is a state-of-the-art gravity-fed winery. This, and the surrounding vineyard is leased to Booster Wine Group on a long-term lease.
 
5. Kiwifruit orchard, Kerikeri, Northland (20% of the fund)
The ~50 ha property encompasses 20 canopy hectares of G3 or gold kiwifruit, most of which was grafted onto existing stumps in 2019. Another ~11 ha is planted in lemons and 3-4 ha remains available for horticultural use. The property is under lease to Seeka for 15 years (from 2019) at a fixed rental linked to capital values and incorporating an option at year 5 for PLPP to assume the risks and rewards of operatorship.

The remainding allocation relates to Waimea West Hops (8%) and money in a BNZ trust account (15%).