Background
What is the Farmers Equity Trust?
The Farmers Equity Trust (the "Trust") is a trust which was established on July 31, 2015 to hold an equity interest of shares in G3 Canada Limited ("G3 Canada") for the benefit of eligible farmers in Western Canada who deliver grain to G3 Canada (or its predecessor, the Canadian Wheat Board). To be eligible, a farmer must reside in Western Canada (Manitoba, Saskatchewan, Alberta or British Columbia) and be either an individual or a business entity which operates as a farm or is entitled to grain by virtue of being a landlord, vendor or secured creditor of a farmer who produces grain (for the purposes of these FAQ's, in either case, a "Farmer").
How does the Farmers Equity Trust work?
The Trust owns 499,000 Class B shares in G3 Canada which were issued to the Trust on July 31, 2015. Farmers can earn an entitlement to Trust Units by delivering grain to G3 Canada. Currently, for every tonne of grain delivered, eligible farmers earn $5 per tonne in Trust Units. These Trust Units represent the farmers' opportunity to have an indirect economic interest in G3 Canada.
How do Farmers participate?
To be eligible a Farmer must reside in Western Canada and must verify their eligibility by completing and delivering an Eligibility Certificate. Until doing so, a Farmer is not fully enrolled in the program or entitled to receive Trust Units. An annual statement will be mailed to each Farmer who has delivered grain to G3 Canada to confirm the Trust Units that have been issued to them or which have been reserved, pending confirmation of eligibility.
How can farmers earn units in the Farmers Equity Trust?
Farmers can earn units in the Trust through the G3 Farmers Equity Plan. Information on the G3 Farmers Equity Plan can be found on this website at https://www.farmersequitytrust.ca/farmers-equity-plan or on G3 Canada Limited’s website at https://www.g3.ca/en/farmers-equity-plan.
What is the difference between ‘Reserved Units’ and ‘Issued Units’?
For every tonne of grain a farmer delivers to G3 Canada (or, prior to its creation, the Canadian Wheat Board) since August 1, 2013, the Trust reserves Trust Units for that farmer, based on then current values assigned to each tonne of grain and each Trust Unit. However, these units will not be issued to the farmer until the farmer completes and submits an Eligibility Certificate. The Trust then designates these units to the farmer and records them as ‘Issued Units’. A Farmer will have no retroactive entitlement to any distribution that may have been made by the Trust prior to the actual issuance of the Trust Unit(s).
What is the ‘G3 Farmers Equity Plan’?
The G3 Farmers Equity Plan sets out how farmers can participate and receive Trust Units by selling grain to G3 Canada. The Plan entitles eligible Farmers to Trust Units for every tonne of grain they delivered to G3 Canada (or, prior to its creation, the Canadian Wheat Board) since August 1, 2013. Under the Plan, Trust Units will be distributed proportionately to Western Canadian Farmers based on grain tonnes delivered by Western Canadian Farmers until the value of the Tax Free Pool is fully allocated, or the Class B Shares of G3 Canada are sold. Further information concerning the G3 Farmers Equity Plan can be found on G3 Canada's website at https://www.g3.ca/en/farmers-equity-plan. NOTE: As of November 30, 2024 the number of Units still available for issuance is nearing full allocation.
Which Farmers are eligible under the G3 Farmers Equity Plan?
To be eligible to receive Trust Units you must be engaged in the production of grain or entitled to grain by virtue of being a landlord, vendor or secured creditor of a farmer who produces grain. The estate of a deceased Farmer who was eligible prior to his or her death may receive the Trust Units which he or she was eligible to receive. In order to receive Trust Units, Farmers must confirm their eligibility by completing and delivering an Eligibility Certificate representing and warranting that they are a resident of any of the Provinces of British Columbia, Alberta, Saskatchewan or Manitoba and are not tax exempt as defined by Section 149 of the Income Tax Act. This certificate is required in order for the Trustees to verify whether a farmer is in fact eligible to receive Trust Units under the terms of the Declaration of Trust. Until eligibility has been confirmed and Trust Units have been issued, a Farmer will have no entitlement to receive any future cash distributions, if a distribution is made by the Trustees.
Where can a Farmer obtain an Eligibility Certificate?
An eligible Farmer will only be entitled to receive Trust Units once the Farmer has completed and submitted an Eligibility Certificate. To obtain a copy of the required Eligibility Certificate to be completed, please go to this link on the website: https://www.farmersequitytrust.ca/s/FEP_Eligibility_Certificate_2023.pdf. Copies are also available from a representative at any of G3 Canada's grain elevators or on the website of either G3 Canada or Alliance Trust.
Why do Farmers have to provide their social insurance or business number?
As a consequence of amendments made to the Income Tax Act (Canada) regarding trust reporting obligations, the trustees of the Trust are now required to report certain information to the Canada Revenue Agency, including social insurance numbers for individual farmers and business numbers for non-individual farmers. This personal information will be collected, stored and administered by Alliance Trust, in accordance with the Alliance Trust Company Privacy Policy which can be found at https://www.alliancetrust.ca/privacy.
Will Trust Units automatically be issued to Farmers who deliver grain?
No. An eligible Farmer who has sold and delivered grain to G3 Canada after August 1, 2013 must complete and deliver to the Transfer Agent an Eligibility Certificate which confirms that the Farmer is a resident of British Columbia, Alberta, Saskatchewan or Manitoba and is not tax exempt as defined by Section 149 of the Income Tax Act. Until this Eligibility Certificate has been completed and returned to confirm eligibility, the Trustees will not issue Trust Units to a Farmer. A Farmer only needs to submit the Eligibility Certificate once, although the Farmer is obligated to update the Trust and Transfer Agent should the information required (including confirmation of residency and tax status) ever change.
Do eligible Farmers have a time limit in which to submit the Eligibility Certificate?
No, provided that the Trust has not been wound up in accordance with the Declaration of Trust. Trust Units will be reserved for farmers based on deliveries, however, until such time as a farmer's eligibility has been verified through the submission of an Eligibility Certificate, Trust Units will not be issued. A Farmer will have no retroactive entitlement to any distribution that may have been made by the Trust prior to the actual issuance of the Trust Unit(s).
What is the role of the Trustees of the Farmers Equity Trust?
The Trustees oversee the allocation and issuance of Trust Units to eligible Farmers who delivered grain to CWB during the period from August 1, 2013 through to July 31, 2015, and to G3 Canada since August 1, 2015. These Trust Units represent each Farmer's interest in the underlying assets of the Trust, which consist of the G3 Canada Class B shares, until the Trust’s equity position is fully allocated or the shares of G3 Canada held by the Trust are sold, as outlined in the Declaration of Trust and G3 Canada’s Unanimous Shareholders Agreement. As part of their duties, the Trustees are responsible for issuing, redeeming and transferring Trust Units and determining allocations and valuations based on the terms of the G3 Farmers Equity Plan.
Who is G3 Canada Limited?
G3 Canada is a private corporation owned by G3 Global Grain Group Limited and the Farmers Equity Trust. G3 Global Grain Group Limited is owned by G3 Global Holdings, a limited partnership owned by Bunge Limited and SALIC Canada Ltd.
G3 Canada buys a variety of grains, oilseeds and special crops from Canadian farmers and sells them to customers around the world. G3 Canada operates grain elevators in Alberta, Saskatchewan, Manitoba and Quebec, and port grain terminals in Thunder Bay and Hamilton, Ontario, Trois Rivières and Quebec City, Quebec. G3 Canada also operates a fleet of grain cars and holds an equity stake in a laker grain vessel. For more information regarding G3 Canada please refer to the G3 Canada website at https://www.g3.ca/en/farmers-equity-plan.
What is the difference between Class A and Class B shares?
G3 Global Grain Group Limited owns Class A Common shares and the Trust owns Class B Common shares The only difference between Class A and Class B shares is that the Farmers Equity Trust, as the holder of all Class B shares, has the right to appoint one director to sit on the G3 Canada Board of Directors. Both classes of shares participate proportionately in the future growth of the Company including the right to participate in dividends and any distributions on wind-up, should they be declared or paid.
Who owns the G3 Terminal in Vancouver?
This export terminal on Canada's west coast is owned and operated by G3 Terminal Vancouver, a British Columbia limited partnership between G3 Global Holdings (a limited partnership between Bunge Canada and SALIC Canada Ltd.) and Western Stevedoring Company Ltd. G3 Canada uses this terminal under the terms of a throughput agreement with G3 Terminal Vancouver.
Can Farmers obtain operational and financial information regarding G3 Canada from the Trust?
No. G3 Canada is a private company and, unlike publicly listed companies, is not obliged to disclose matters with respect to its operations. The information which the Trust receives as a shareholder of G3 Canada is subject to a confidentiality agreement with G3 Canada. The Trustees will provide its Unitholders with annual information regarding the Trust's operations, total Units issued and outstanding or reserved and its ownership interest in G3 Canada.
Who developed the Farmers Equity Trust?
The Trust was developed by the Canadian Wheat Board (“the CWB”) and approved by the Government of Canada. The Trust was formally established concurrently with the completion of G3 Global Grain Group Limited’s investment in the CWB and upon the continuance of the CWB under the Canada Business Corporations Act as G3 Canada on July 31, 2015.
Where can I find details about the Farmers Equity Trust?
The Trust maintains this website, https://www.farmersequitytrust.ca, to provide information regarding the Trust. In addition, the Declaration of Trust, along with the Trustees’ Regulations and resolutions of Unitholders, will be maintained by the Trust and be available for inspection by Unitholders, upon written request.
Equity Interest in G3 Canada
What is the equity value of the shares held by the Trust in G3 Canada?
The 499,000 Class B Shares issued to the Trust upon its creation were assigned an aggregate value of $210.2 million. The subsequent value of the Class B shares will fluctuate based on a variety of business and market factors affecting G3 Canada.
Does the value of the 499,000 Class B Shares fluctuate?
Yes, however, as a private corporation there is no published market for the shares of G3 Canada. Like the value of the Class A Shares held by G3 Global Grain Group, the value of the Class B Shares held by the Farmers Equity Trust will rise and fall with the overall value of G3 Canada. The more successful G3 Canada becomes, the greater the potential value of the Class B Shares.
Has the Trust's percentage of ownership in G3 Canada remained the same as it was on July 31, 2015?
No. After closing, G3 Global Grain Group Limited has continued to make further cash investments in G3 Canada to fund growth opportunities for which it received additional Class A shares or options for shares of G3 Canada. The Farmers Equity Trust, with no authority under its Declaration of Trust to borrow or other means of securing funds, was not able to participate in these additional capital calls. As a result, the Trust’s minority interest in G3 Canada through its 499,000 Class B shares has been diluted, although as a shareholder it benefits from any future growth arising from G3 Canada’s ongoing investments.
Will there be dividends?
G3 Canada may, from time to time, decide to declare dividends to its shareholders – G3 Global Grain Group and the Farmers Equity Trust, at the discretion of G3 Canada's Board. All or a portion of any dividends received by the Trust may either be distributed to Unitholders or retained by the Trust as cash reserves, at the sole discretion of the Trustees. Any distributions authorized by the Trustees will only be made in respect of issued and outstanding Units.
Trust Units
What is the difference between a Trust Unit and a share in G3 Canada?
The Farmers Equity Trust holds 499,000 Class B shares in G3 Canada. In turn, eligible Farmers may be issued and hold Trust Units representing ownership in the Farmers Equity Trust. Those Trust Units will be issued by the Trust to Farmers based on their entitlement under the terms of the G3 Farmers Equity Plan. The Trust Units provide Farmers with an indirect ownership interest in G3 Canada. Eligible Western Canadian farmers are entitled to receive Trust Units for every tonne of grain sold and delivered to G3 Canada and/or its predecessor, CWB, since August 1, 2013.
How many Trust Units are eligible Farmers entitled to receive?
An eligible Farmer will be entitled to receive Trust Units calculated on the basis of (i) the amount of grain that such Farmer delivers to G3 Canada, net of dockage; (ii) the Incentive Rate per tonne to be issued per metric tonne of grain delivered; and (iii) the value of the Trust Units, as determined by the Trust and disclosed from time to time. The Trustees will issue Trust Units to eligible Farmers who have completed and returned the prescribed Eligibility Certificate until the Tax Free Pool has been fully allocated. These transactions will be administered and recorded in a Trust Registry maintained by the Trust's transfer agent, Alliance Trust Company (the "Transfer Agent").
What is the current Incentive Rate per tonne of grain delivered to G3 Canada?
The Incentive Rate per tonne of grain delivered to G3 Canada Limited has been set at $5.00. This amount is subject to change from time to time, as agreed to by the Trustees and G3 Canada and will be posted on the G3 Canada website, https://www.g3.ca/en/farmers-equity-plan.
What is the current value of the Trust Units?
The fair market value of the Trust Units will fluctuate with the fair market value of the Class B shares of G3 Canada. The Trustees will determine from time to time the value at which the Trust Units will be issued, and in doing so, may engage an independent expert to assess the fair market value of the Farmers Equity Trust. The dollar value of the Trust Units has been determined by the Trustees to be $5.00 per Unit for all deliveries occurring on or after January 1, 2021.
How and when can Trust Units be redeemed or transferred?
Farmers may redeem their Trust Units at the age of 75, provided they have held them for a minimum of three years and Trustees have determined, in their sole discretion, that there are sufficient cash reserves. In the event of a Unitholder’s death, Trust Units are redeemable by the estate provided the Trustees have determined, in their sole discretion, that there are sufficient cash reserves.
The transfer of Trust Units by a Unitholder who is an individual, a corporation or a family trust is permitted in certain circumstances, where the transferee is related to the Unitholder for the purposes of the Tax Act, a shareholder of the corporation or a beneficiary of the family trust, as provided in the Declaration of Trust.
Any other transfer of Trust Units from one eligible Farmer to another will only be permitted subject to the approval of the Trustees, in their sole discretion.
In the event of the wind-up of the Trust, a final distribution of net assets after discharging all liabilities of the Trust will be made to the Trust's issued Unitholders of record at that time.
Can Trust Units be held in a corporation or partnership?
Yes, provided the corporation or partnership is engaged in the production of grain and is resident in Western Canada. The corporation or partnership must designate and notify the Trust of the individual who owns or controls a majority of its outstanding voting shares and the redemption rights will apply when this related individual turns 75 years old or dies.
What constitutes ‘delivery’ of grain?
Grain is considered “delivered” to G3 Canada after the grain has been offered, accepted, delivered and settlement has been made. Grain delivered to an agent with a handling agreement with G3 Canada is considered delivered once the agent confirms its receipt of such delivery to G3 Canada, and initial payment has been settled. The Trust will only reserve and issue Trust Units once per year, based on G3 Canada's audited grain delivery information. Farmers who have delivered grain will receive an annual statement confirming the Trust Units issued or reserved for you.
Are Trust Units taxable?
Trust Units are issued on a ‘tax-deferred’ basis, meaning they are not taxable in your hands until the distribution of a dividend or the Trust Units are converted to cash upon sale or redemption or upon the distribution of the net sale proceeds and wind up of the Trust.
Farmers receiving allocations and/or distributions from the Trust will be provided with information required to complete their tax returns in respect of such allocations and distributions. Please consult your own tax and other professional advisors regarding your tax liability and filing obligations. Neither the Trust nor its Trustees can provide any advice to farmers in this regard.
Does the Farmers Equity Trust have an expiry date?
As long as the Trust remains a shareholder of G3 Canada, eligible Farmers will continue to participate as Unitholders in the economic growth of G3 Canada even after all Trust Units have been fully allocated under the G3 Farmers Equity Plan. In addition, since July 31, 2022, and on an annual basis thereafter, G3 Global Grain Group will have the option, but not the obligation, to purchase all of the Trust's shares in G3 Canada at fair market value to be determined in accordance with the provisions of the G3 Canada Unanimous Shareholders' Agreement. If G3 Global Grain Group Limited were to exercise its option to purchase all of the shares of G3 Canada held by the Trust, the Trust would distribute the net sale proceeds to Unitholders holding issued Units of the Trust, and the Trust would be wound up. Only holders of issued Trust Units would receive any distribution proceeds.
What is the “Tax Free Pool”?
The Tax-Free Pool is the maximum value of Trust Units of $210.2 million which may be issued to Farmers on a tax-deferred basis pursuant to the Tax Act.
Is there a limit to the number of Trust Units that may be issued?
Trust Units will only be issued to eligible Farmers until the Tax Free Pool is fully allocated or the shares of G3 Canada held by the Trust are sold. The Trust Units will be "fully allocated" when the value of all issued and reserved Trust Units equals the value of the Tax Free Pool of $210 million. Based on the current rate at which the Trust has been issuing Trust Units at $5.00 per Unit, the maximum aggregate number of Trust Units that can be issued will be approximately 42 million. Having regard to the number of issued and reserved Units, the Trustees will determine when Full Allocation is likely to occur and will publish notice, which will be made available to Unitholders and Farmers entitled to reserved Units, of the date on which a final determination of each Unitholder's proportionate interest will be calculated. Eligible Farmers will only be entitled to be issued proportionately Trust Units up to the date on which the Trustees determine that all reserved and issued Trust Units would exceed full allocation. For more information regarding this process, please review the Trust's regulation which can be found on the Trust's website, https://www.farmersequitytrust.ca.
What happens after Full Allocation occurs?
Once the Trustees determine when Full Allocation will occur and have published notification of the date on which the final determination of each Unitholder's proportionate interest will be calculated, eligible Farmers will only be entitled to be issued proportionately Trust Units up to that date. Thereafter, while the Trust will continue to exist, the only Units which will be issued will be Units already reserved in the event that a Farmer provides confirmation of eligibility by delivering a completed Eligibility Certificate. Any distributions which may be made after Full Allocation will only be made in respect of holders of issued Trust Units.
Trust Governance and Management
What is the role of the Transfer Agent?
Alliance Trust Company is the Transfer Agent of the Trust and its role is to administer and maintain the register of Unitholders and to collect such other personal information required to be in compliance with all applicable privacy regulations. The Transfer Agent will use Eligibility Certificates to confirm the eligibility of each farmer to receive Trust Units. The Trust Units will be issued in book entry form, and the Transfer Agent will provide Unitholders annually with a summary of the Trust Units which have been issued to them. In addition, the Transfer Agent will distribute necessary tax forms and will handle redemptions, transfers and distributions for the Trust.
Does the Trust collect or store personal information?
The Trust does not collect or store any privacy information of Farmers, such as date of birth, social insurance or business numbers. All privacy information concerning eligible farmers will be collected, stored and administered by Alliance Trust on behalf of the Trust, in accordance with the Alliance Trust Company Privacy Policy which can be found at https://www.alliancetrust.ca/privacy and as required or permitted by law. G3 Canada also has a privacy policy which governs its collection and storage of certain personal information regarding farmers who sell grain to G3 Canada, which can be found on its website at https://www.g3.ca/en/privacy-policy.
How can the Transfer Agent be contacted?
The Transfer Agent's contact information is:
Alliance Trust Company
#1010, 407 -2nd Street SW
Calgary, Alberta T2P 2Y3
1 (403) 237-6111
Or visit them online at https://www.alliancetrust.ca.
Who are the Trustees?
Three Independent Trustees and an Advisory Trustee are responsible for stewarding the Trust:
Kevin Augusta, Independent Trustee, is a former Director, Commercial Banking with CIBC. Over his 38-year banking career, Kevin played a lead banking role for many of Canada’s leading grain companies. He is a past-President of the Manitoba Club and is active in the Winnipeg community.
David Carefoot, Independent Trustee, is a chartered professional accountant and chartered business valuator who works in Winnipeg, Manitoba. David has held CFO and senior leadership positions with Agricore United, Viterra and Princess Auto Ltd. David was also a Director of the Canadian Wheat Board from May 2008 to July 2015.
Kim McConnell, Independent Trustee, was a founder and former CEO of AdFarm, one of the largest agricultural marketing communications firms in North America. Kim is a director on a number of corporate boards and foundations, and the recipient of many national business awards. In 2012 he was inducted into the Canadian Agricultural Hall of Fame and in 2018 inducted as a Member of the Order of Canada. Kim is located in Okotoks, Alberta.
Jeff Losch, Vice-President, General Counsel & Secretary of G3 Canada has been appointed by G3 Canada as the Advisory Trustee, a role without voting privileges.
How were the Independent Trustees selected?
Ian White (former CEO of the CWB) established the Trust as the Settlor, signed the Declaration of Trust, which created and governs the Trust. In turn, as Settlor he selected the three individuals who are the independent trustees. Having agreed to serve as independent trustees upon the establishment of the Trust, and concurrent with the continuance of CWB as G3 Canada under the Canada Business Corporations Act, each of the independent trustees were appointed pursuant to the Declaration of Trust.
Does the Trust have representation on the G3 Canada Board of Directors?
One Independent Trustee is appointed to serve on the G3 Canada eight person Board of Directors. The Independent Trustee currently serving on the G3 Canada Board is David Carefoot.
To whom are the Trustees accountable?
The Independent Trustees are accountable to the Unitholders of the Trust under the terms and conditions outlined in the Declaration of Trust, and they must act at all times in accordance with their fiduciary duties as trustees and the terms of the Declaration of Trust.
What are the primary powers and duties of the Trustees?
The primary powers and duties of the Trustees, set out in the Declaration of Trust, are to:
Hold and/or transfer the Class B Shares held by the Trust in G3 Canada Limited;
Distribute cash, if any, received by the Trust in respect of the Class B Shares;
Issue, redeem and transfer Trust Units, in accordance with the Declaration of Trust and the G3 Farmers Equity Plan; and
Manage the expenses and business affairs of the Trust in an efficient and orderly manner.
What is the term of office for a Trustee, and how are Trustees replaced?
Each Independent Trustee shall serve until such time as he/she resigns, is replaced by Unitholders or ceases to be duly qualified to act as a Trustee.
If a vacancy among the Trustees arises, the remaining Independent Trustees will appoint a replacement. The advisory Trustee nominated by G3 Canada Limited may be replaced at any time pursuant to the direction of G3 Canada.
Are the Trustees compensated?
Yes. Independent Trustees may receive an annual retainer fee not to exceed $30,000, plus a maximum of $1,000 per meeting of Trustees and reimbursement of reasonable travel, lodging and other reasonable costs incurred in the course of performing their duties. Such payments will be made by the Trust from its operating funds or cash reserves.
The Independent Trustee who is appointed to the G3 Canada Board of Directors is compensated by G3 Canada for time and services performed in this role, and will not be compensated by the Farmers Equity Trust.
What is the organizational structure governing the Trust?
The Independent Trustees will appoint a Chair and nominate one of the Independent Trustees to serve on the G3 Canada Board of Directors. The trustees have elected Kevin Augusta to be the Chair and David Carefoot to serve on the G3 Canada Board.
The Trust may retain employees and/or contract services to fulfill the obligations of the Trust. At this time the Trustees are not planning to employ any full-time or part-time staff, opting instead to contract administrative support as required. However, the Trust has retained specialized professional expertise including its own legal counsel, auditor, tax advisor, insurance consultant and transfer agent to issue, redeem and transfer Trust Units in accordance with the Declaration of Trust and the G3 Farmers Equity Plan.
Does the Farmers Equity Trust have an office, or any staff?
The mailing address of the Farmers Equity Trust is located in the offices of G3 Canada at 200 Portage Avenue, 3rd Floor, Winnipeg, Manitoba, R3C 3X2.
The Trust employs no permanent staff, although the Trustees may contract administrative support and specialized expertise support as required.
How are the operating costs of the Trust funded?
When G3 Global Grain Group Limited acquired majority interest in G3 Canada, the Trust was provided $5.6 million in cash after-tax ($10 million pre-tax) to operate the Trust, and to fulfill the redemption of Trust Units to Unitholders over the lifetime of the Trust. Any future dividends issued by G3 Canada to the Trust may also be retained by the Trust as cash reserves.
How will the Trustees communicate to Unitholders and the industry?
The primary vehicle for Trustee communications will be via the Trust’s website (https://www.farmersequitytrust.ca). Information regarding G3 Canada will be made available by G3 Canada on its website (https://www.g3.ca).
The Trustees will also provide Unitholders with an annual report which will include a summary from the Transfer Agent of the number of Trust Units which have been reserved and/or issued to each Unitholder or reserved pending receipt of an Eligibility Certificate.
Last updated – November 25, 2024