NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR IN ANY JURISDICTION IN WHICH DISTRIBUTION WOULD BE UNLAWFUL
GLANBIA COOP SOCIETY MEMBERS APPROVE PROPOSED REDUCTION IN THEIR SHAREHOLDING IN GLANBIA PLC
14 May 2015 - Glanbia plc ("Glanbia" or the "Company"), the global performance nutrition and ingredients group, has been informed by Glanbia Co-operative Society Limited (the "Society") that the proposals, details of which were set out in the announcement of 18 March 2015, were approved at the Special General Meeting (SGM) of the Society held on 14 May 2015.
As a result, the Society intends to sell 4 million Glanbia shares equivalent to 1.35% of the issued share capital of the Company (the 'Placing') and distribute ("Spin Out") 10 million Glanbia shares to over 15,500 individual Society members equivalent to 3.38% of the issued share capital of Glanbia.
J&E Davy and Goodbody Stockbrokers have been appointed by the Society as joint book-runners on the Placing of the 4 million Glanbia shares. The Placing will take place via an accelerated book build process.
Once the Placing and Spin Out are completed, the number of Glanbia shares held by the Society will reduce from 121.9 million (41.2% of Glanbia 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.
The Society's representation on the Board of Glanbia will reduce to 10 Members in 2016, 8 Members in 2018 and to 7 members in 2020.
ENDS
For further information contact:
Glanbia plc +353 56 777 2200
Investors: Liam Hennigan, Head of Investor Relations. Telephone +353 (86) 046 8375
Media: Mark Garrett, Director of Comms and Public Affairs. Telephone +353 (86) 601 9655
J & E Davy
Ivan Murphy / Paul Burke / Anthony Farrell / Niall Jones Telephone + 353 1 679 6363
Goodbody Stockbrokers
Joe Gill / Siobhan Wall/ Caroline Kelly Telephone + 353 1 641 9449
IMPORTANT INFORMATION
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by Glanbia, the Society, J&E Davy, Goodbody Stockbrokers or any of their respective affiliates that would permit a public offer of the shares in any jurisdiction where action for that purpose is required. This announcement is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to buy any shares in any jurisdiction in which such an offer or solicitation is unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement may not be distributed, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. Neither Glanbia nor the Society intends to register any offering of shares in the United States and there will be no public offering of shares in the United States.
This announcement is not an offer to sell nor a solicitation to buy the shares nor a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant member state of the European Economic Area and as amended, including by Directive 2010/73/EU, to the extent implemented in the relevant member state, the "Prospectus Directive"). There will be no offer to the public of the shares in any member state of the European Economic Area and no prospectus or other offering document has been or will be prepared by Glanbia or by the Society in connection with the sale of the shares. In the European Economic Area the shares will only be offered and sold to "qualified investors" as defined in the Prospectus Directive or in other circumstances falling within Article 3(2) of the Prospectus Directive.
This announcement does not constitute an offer of the shares to the public in the United Kingdom, nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom. Consequently, this announcement is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 as amended (the "Order"); (iii) persons falling within Article 49(2)(a)-(d) of the Order; or (iv) other persons to whom it may be lawfully be communicated, together being referred to as "relevant persons". The shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire the shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase the shares, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding the shares. An investment decision to buy any of the shares must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by any of, the Society, J&E Davy or Goodbody Stockbrokers, or their respective affiliates.
J&E Davy and Goodbody Stockbrokers are acting only for the Society in connection with the placing of the shares and no one else, and will not be responsible to anyone other than the Society for providing the protections offered to clients of J&E Davy and Goodbody Stockbrokers nor for providing advice in relation to the placing.
