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Glanbia Co-op shareholders vote to create Glanbia Ireland

GII Agribusiness All Co-op Corporate Dairy

  • Glanbia Co-op shareholders vote overwhelmingly in favour of proposals to establish a joint venture to be known as Glanbia Ireland (93% in favour)
  • Glanbia Ireland will be a new strategic joint venture 60% owned by Glanbia Co-op and 40% owned by Glanbia plc
  • The creation of Glanbia Ireland is also subject to an approval vote by Glanbia plc’s independent shareholders at an Extraordinary General Meeting (EGM) next Monday (22 May)
  • Almost 2,400 shareholders voted on a series of proposals at a Special General Meeting of Glanbia Co-op in Punchestown Event Centre, Co Kildare today (Thursday 18 May)
  • Glanbia Co-op shareholders also voted in favour of proposals to “spin-out” €100m worth of Glanbia plc shares and the allocation of €40m to Member Support

18 May 2017 – Glanbia Co-operative Society (Glanbia Co-op) today announced that its shareholders have voted overwhelmingly in favour of the proposal to establish a joint venture to be known as Glanbia Ireland. The result at today’s Special General Meeting (SGM) was 93% in favour of this proposal, with 7% against.

Originally announced on 22 February, Glanbia Co-op has agreed to pay €112 million to acquire a 60% shareholding in Glanbia plc’s Dairy Ireland division, which consists of Glanbia Consumer Products and Glanbia Agribusiness. The new joint venture will combine Glanbia Ingredients Ireland, Glanbia Consumer Products and Glanbia Agribusiness as a joint venture 60% owned by Glanbia Co-op and 40% owned by Glanbia plc. This builds on the successful Glanbia Ingredients Ireland (GII) joint venture established in 2012.

In addition, Glanbia Co-op shareholders voted to distribute by way of “spin-out” c.5.9 million shares in Glanbia plc to all members of the Co-op. The value of the “spin-out” is an estimated €100 million based on the Glanbia plc closing share price of 17.13 on Friday 17 February 2017. The shareholders of the Co-op also voted to allocate up to €40 million of its resources to Member Support.

These proposals were approved by eligible members of Glanbia Co-op attending an SGM of the Co-op held today, 18 May 2017, at Punchestown Event Centre in Co. Kildare.

Commenting on the result, the Chairman of Glanbia Co-op Henry Corbally said:

“I’m delighted that Glanbia members have voted overwhelmingly in favour of taking a majority stake in Glanbia’s consumer and agri businesses. It’s an historic day for our Co-op and the proposed formation of Glanbia Ireland is an exciting development for Glanbia farmers.”

“I’m also very pleased that our members endorsed the proposals to distribute approximately €140 million to all Co-op members with a share “Spin Out” and through Member Support.

“We’re all proud of what Glanbia has achieved in recent years and the decisions taken today will ensure that the Co-op is in a very strong position to face the future with confidence”

PLEASE NOTE:

The acquisition of 60% of Dairy Ireland by Glanbia Co-op and the creation of Glanbia Ireland is subject to approval by Glanbia plc’s Independent Shareholders at an Extraordinary General Meeting (EGM) on Monday 22 May 2017 at Lyrath Estate Hotel, Co. Kilkenny.

In the event that Glanbia’s Independent Shareholders approve the proposed transaction, Glanbia Co-op will fund the acquisition of 60% of Dairy Ireland and part fund the €40m Member Support through the sale of c.8.9 million Glanbia plc shares (equal to 3% of the issued share capital of the plc).

Detail of the Votes

Eligible shareholders of Glanbia Co-operative Society voted on five resolutions at a Special General Meeting (SGM) of Glanbia Co-op held today (18 May 2017) at Punchestown Event Centre, Co. Kildare.

Details of the proposals and the results of the individual votes are outlined below.

Resolution 1:To authorise the establishment the Joint Venture to be known as Glanbia Ireland.
Approved by 93%
Resolution 2:To authorise to apply reserves to establish Glanbia Ireland Dividend Patronage Fund.
Approved by 92%
Resolution 3: To authorise to reduce Society shareholding in Glanbia plc below 33%
Approved by 91%
Resolution 4:To authorise New Rule 4 h) ii. To require future member approval to reduce Society shareholding in Glanbia plc below 28%.
Approved by 89%
Resolution 5:To authorise to apply reserves to establish Members Support Fund.
Approved by 91%

 

GLANBIA IRELAND

Glanbia Ireland will be a world class, ambitious, integrated agri-food business, with a diverse portfolio of quality ingredients, leading agri and consumer brands, with the proven talent to succeed in the global market.

The new joint venture will combine Glanbia Ingredients Ireland, Glanbia Consumer Products and Glanbia Agribusiness as a joint venture 60% owned by Glanbia Co-op and 40% owned by Glanbia plc.

Glanbia Ireland will be an enterprise of scale, with a 2.4 billion litre milk pool, revenue of €1.5 billion, 11 processing plants, 54 agri branches and over 1,800 employees.

Glanbia Ireland will own leading consumer and agri brands such as Avonmore, GAIN Animal Nutrition, Kilmeaden Cheese, Premier Milk, mymilkman.ie and Wexford.

First Published 18 May 2017

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