NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR IN ANY JURISDICTION IN WHICH DISTRIBUTION WOULD BE UNLAWFUL
GLANBIA CO-OP MEMBERS APPROVE PROPOSED Transaction
18 May 2017, Glanbia plc, the global nutrition Group ("Glanbia", the "Group" or the "plc") and Glanbia Co-operative Society Limited (the "Co-op") wish to announce that all of the proposals put to Co-op members, details of which were set out in the announcement made on 26 April 2017, were approved at a special general meeting (SGM) of the Co-op held today.
The Co-op's members have approved the acquisition of 60% of Dairy Ireland from Glanbia and the expansion of the existing joint venture between Glanbia and the Co-op to be known as Glanbia Ireland (the "Proposed Transaction").
Note, the Proposed Transaction remains subject to an approval vote by Glanbia's Independent Shareholders and this will take place at an extraordinary general meeting (the "EGM") on 22 May 2017 at 10.30am at the Lyrath Estate Hotel in Kilkenny, Ireland. A notice for the EGM and a Circular describing the Proposed Transaction was published on 28 April 2017.
In the event Glanbia's Independent Shareholders approve the Proposed Transaction, the Co-op intends to sell approximately 8.7 million Glanbia shares, equivalent to 3% of the issued share capital of Glanbia (the 'Placing') to part finance the Proposed Transaction, and to additionally distribute approximately 5.9 million Glanbia shares to over 14,000 individual Co-op members, equivalent to 2% of the issued share capital of Glanbia (the "Spin Out"). Today the Co-op owns approximately 36.5% of the issued share capital of Glanbia. If the Placing and the Spin out are executed in full the Co-op's holding would reduce to 31.5% of the issued share capital of Glanbia.
The Co-op has appointed J&E Davy and Goodbody Stockbrokers in relation to any such Placing of the Co-op's shares. The Placing will not proceed if Glanbia Independent Shareholders fail to approve the Proposed Transaction at the EGM. The timing of any Placing has not been fixed and remains subject to the approval at the EGM described above and market conditions.
ENDS
All defined terms mentioned herein have the same meaning as in the Circular published on 28 April 2017. Details of the EGM and the Circular are available on the Glanbia website at the following location,
www.glanbia.com/egm
For further information contact |
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Glanbia plc +353 56 777 2200 |
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Investor contact: |
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Liam Hennigan, Head of Investor Relations: |
+353 86 046 8375 |
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Media Contact: |
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Mark Garrett, Director of Communications & Public Affairs: |
+353 86 601 9655 |
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IMPORTANT INFORMATION IN THE EVENT THE PLACING PROCEEDS
The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by Glanbia, the Co-op, 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 Co-op 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 Co-op 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 communicated, together being referred to as "relevant persons". The shares are only available to relevant persons 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 Co-op, J&E Davy or Goodbody Stockbrokers, or their respective affiliates.
J&E Davy and Goodbody Stockbrokers are acting only for the Co-op in connection with the Placing of the shares and no one else, and will not be responsible to anyone other than the Co-op for providing the protections offered to clients of J&E Davy and Goodbody Stockbrokers nor for providing advice in relation to the placing.
