SOCIETY MEMBERS APPROVE PACKAGE OF PROPOSALS INCLUDING SPIN OUT OF 10 MILLION GLANBIA PLC SHARES TO ALL MEMBERS AND CREATION OF MEMBERS SUPPORT FUND
Decision will reduce Society’s Shareholding in Glanbia plc from 41.4% to 36.5%
14 May 2015 – Glanbia Co-operative Society Limited (the Society) today announced that its members have voted overwhelmingly in favour of a package of proposals which will result in approximately €238 million* of value being made available to all Members. The proposals are aimed at releasing a portion of the value of the Society and making it available to members at a time of significant expansion and investment in the Irish dairy industry.
The proposals from the Board of the Society include the transfer, via a Share Spin Out, of 10 million Glanbia plc shares, valued at approximately €170 million*, to all existing Members of the Society. The Society will also create a €68 million* Members’ Support Fund through the sale of four million Glanbia plc shares.
An additional objective of these proposals is to strengthen the current relationship between suppliers and Society shareholding with the issuing of shares to facilitate new member applications. The Society will also initiate a Share Buy Back Plan to purchase up to three million existing shares from current Members thereby facilitating a voluntary sale mechanism for Members who wish to participate in this plan.
These proposals were approved by the eligible members of Glanbia Co-operative Society at a Special General Meeting (SGM) of the Society held today (14th May 2015) at Gowran Park Racecourse, Co Kilkenny. Details of the proposals and the results of the individual votes are outlined below.
Commenting, Liam Herlihy, Chair of Glanbia Co-operative Society said:
“I’m very pleased that the members of the Society have voted in favour of these proposals. The proposals were made at a time of unprecedented change in the Irish dairy sector. In recent months we have successfully commissioned our world class dairy facility in Belview and Milk Quotas have been consigned to history.
Many of our members are in a period of expansion and they clearly felt that this is an appropriate time to make some of the value that has been built up in the Society available to members which will give them both security and resources for growth. It is equally an opportunity to recognise the members who have built up the Society over many years.
We’re all proud of what Glanbia has achieved in recent years and the Society is in a very healthy position for the future.”
As a result of this vote, the Society intends to sell four million Glanbia plc shares equivalent to 1.35% of the issued share capital of the Company and distribute (Spin Out) 10 million Glanbia plc shares to over 15,500 individual Society members equivalent to 3.38% of the issued share capital of Glanbia plc.
J&E Davy and Goodbody Stockbrokers have been appointed by the Society as joint brokers to place the four million Glanbia plc shares in the market immediately.
Once the Placing and Spin Out are completed, the number of Glanbia plc shares held by the Society will reduce from 121.9 million (41.2% of Glanbia plc issued shares) to 107.9 million (36.5% of Glanbia issued shares). The Society's Board will retain the discretion to reduce the Society's holding in Glanbia to 33% in the future.
Under current agreements the composition of the Board of Glanbia plc will reduce from fourteen nominees from the Society to ten nominees in 2016 and eight in 2018. Following the approval of these proposals today the Society’s representation on the Board of Glanbia plc will reduce by one further nominee by 2020, bringing the number of Society nominees on the board of Glanbia plc to seven.
*Illustrative value based on Glanbia plc official closing share price on 13 March 2015 of €17.03
ENDS
For further information contact:
Mark Garrett, Director of Communications & Public Affairs +353 86 6019655
Eligible member of Glanbia Co-operative Society voted on five resolutions at a Special General Meeting (SGM) of the Society held today (14th May 2015) at Gowran Park Racecourse, Co Kilkenny. Details of the proposals and the results of the individual votes are outlined below.
Resolution 1: To authorise the reduction of the Society’s shareholding in Glanbia plc to below 38 per cent of the issued share capital. This is required to facilitate both the Spin-out of Glanbia plc shares to all members of the Society and the creation of the Members’ Support Fund;
(Approved by 93%)
Resolution 2: To approve a proposed rule change which provides that member approval will be required if any future proposal is made to reduce the Society’s holding in Glanbia plc to below 33 per cent of the issued share capital; (Approved by 92%)
Resolution 3: To facilitate the proposed establishment of the Members’ Support Fund by the application of certain reserves of the Society to the issue of loan stock; (Approved by 93%)
Resolutions 1, 2 and 3 were interdependent and so required all three to be passed before they can be individually effective.
Resolution 4: To approve the application of certain reserves of the Society to accommodate the proposed Share Buy Back Plan. This resolution was subject to the collective approval of resolutions 1, 2 and 3. (Approved by 94%)
Resolution 5: To approve a proposed rule change to facilitate the issue of new Society shares at a price to be determined by the Board. (Approved by 93%)