Glanbia Co-operative Society (Glanbia Co-op) announced on Friday that its shareholders had voted in favour of the proposal to take full ownership of Glanbia Ireland. The result at the Special General Meeting (SGM) was in excess of 80% in favour of this proposal.
As announced earlier this year, Glanbia Co-op has agreed to pay €307 million to acquire the remaining 40% shareholding in Glanbia Ireland from Glanbia plc.
The meeting took place in an online virtual format as permitted under current regulations and approved by ICOS.
Glanbia Co-op shareholders voted to transfer, via share spin-out, 12 million Glanbia plc shares to all existing members of the Society. Based on Glanbia plc’s closing share price of €12.43 on Thursday, 16 December 2021 this would be worth approximately €149 million.
John Murphy, chairman of Glanbia Co-op, said: “I’m delighted that shareholders have voted firmly in favour of this exciting development for our farmers. It is an historic milestone in the evolution of our Co-op, which has delivered for our farmer members for over a century. We firmly believe that 100% ownership of the world-class processing assets closest to our farmers’ interests is the right model for the future.
“It is important that we return some of the value of our Glanbia plc investment to our members, with the proposed spin-out expected to occur in the summer of 2022. Our experience of previous spin-outs suggests our Co-op members retain their Glanbia plc shares as a longer term investment.”
Investment Fund and Governance
In addition, shareholders approved the creation of an Investment Fund, a 2022 Member Distribution Reserve and changes to the governance of the Co-op. The Board of Glanbia Co-op will formalise an investment strategy in due course, with any investment in potential projects in the future subject to rigorous scrutiny.
As part of the set of proposals, approval was given by members for changes to the governance of Glanbia Co-op, including the ability to add executive and non-executive directors to the Co-op Board. In addition, it has been approved that the Chair will now be elected every two years rather than annually, as the Chair is elected at present.
These proposals were approved by eligible members of Glanbia Co-op attending the virtual SGM.
Glanbia plc’s independent shareholders will vote on the proposal at an extraordinary general meeting (EGM) expected to occur in the first quarter of 2022, and, if approved, the transaction is expected to be completed in the first half of 2022.
Glanbia Co-op is in a position to fund this transaction, if required, through a combination of existing cash resources and debt facilities.
Glanbia plc will retain its current name, while Glanbia Co-op and Glanbia Ireland will adopt a new name. A process commenced to select the new identity and approval will be sought from Co-op shareholders in due course.
The main existing commercial arrangements between Glanbia Ireland and Glanbia plc will remain in place until the name change is implemented.