Result of Society Members Vote

RNS Number : 1120R

Glanbia PLC

14 November 2012

 



Society MEMBERs APPROVe irish dairy processing joint VENTURE

GLANBIA plc shareholders to VOTE on 20 NOVEMBER

14 November 2012 - Glanbia plc ('Glanbia'), the global nutritional solutions and cheese group, today confirms that Glanbia Co-Operative Society Limited ("the Society") has received 70.7% approval of eligible members voting and present at local ballots on November 13 to enter into a 40% (Glanbia) : 60%  (Society) dairy processing joint venture with Glanbia plc. The joint venture, to be named Glanbia Ingredients Ireland Limited (the "Joint Venture" or "GII") will comprise the business and operations of Dairy Ingredients Ireland.  

As this is a related party transaction Glanbia plc shareholders, excluding the Society, will vote on the proposal at an Extraordinary General meeting ("EGM") which is to be held on Tuesday, 20 November 2012, at 11.00am at Lyrath Estate Hotel, Kilkenny.  If approved by Glanbia shareholders, and following a placing of 3% of the issued share capital of Glanbia plc owned by the Society, the Joint Venture transaction is expected to be completed on 25 November, 2012.

Subject to the Joint Venture transaction being approved, the Society will seek member approval to reduce its shareholding in Glanbia to 41.4%. Voting on this proposal will be held at two separate Society Special General Meetings to be held on 28 November and 12 December respectively. These proposals will require the approval of not less than 75% of eligible Society members who are present and voting on the day, including 75% of members classified as active milk suppliers who are present and voting on the day.

Commenting, John Moloney, Group Managing Director of Glanbia plc said:

 "After a number of months of constructive and informative debate, we greatly welcome the strong endorsement by Society members of the Joint Venture proposal.  While still subject to Glanbia plc shareholder approval, the approval by Society members represents a significant and penultimate step towards the completion of the Joint Venture. The Joint Venture presents substantial strategic opportunity for both Glanbia and the Society. From a Society perspective, it creates a strong platform from which to grow milk volumes and capture the benefits arising from increased milk production and processing post the abolition of milk quotas in 2015. For Glanbia plc, the Joint Venture enables it to continue its successful international growth strategy and maximise value for all shareholders. We now look forward to a successful vote by Glanbia plc shareholders on the Joint Venture proposal on 20 November".

ENDS

For further information contact:

Glanbia plc 

Siobhán Talbot, Group Finance Director                                                        [phone]

Shane Power, Group Investor Relations Manager                                        [phone]

Geraldine Kearney, Corporate Communications Director                          + 353 87 231 9430

Murray Consultants                                                                                           

Pat Walsh                                                                                                             [phone]

 Note to Editors:

About the proposed new Irish dairy processing Joint Venture transaction:

The Joint Venture transaction incorporates the business and assets of Dairy Ingredients Ireland ("DII"), a business unit of the Dairy Ireland division of Glanbia, including its 45% share of the Corman Miloko Ireland JV and its 23% shareholding in the Irish Dairy Board. Under the proposed transaction, the new joint venture, to be known as Glanbia Ingredients Ireland ("GII") will be 60% owned by the Society and 40% owned by Glanbia. The business, net fixed assets, working capital and liabilities of DII will be transferred to the joint venture, which will also assume the relevant pension obligations of DII.

The existing DII business is the largest dairy ingredients processor in Ireland, assembling a milk pool of 1.6 billion litres and processing it into c.180,000 tonnes of dairy ingredients largely for export to over 50 countries worldwide. In 2011, DII generated revenue of €738 million, operating profit of €33 million and EBITDA of €44 million.

 

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