Your Society Your Choice Your Future

Transcription

1 Your Society Your Choice Your Future This is an important document to notify you that voting will take place on Tuesday, November 13 in relation to your Society s proposal to enter into a 60% (Society) : 40% (plc) Joint Venture in respect of Dairy Ingredients Ireland, the Irish dairy processing business of Glanbia plc. This vote will take place at 12 designated Voting Centres throughout Glanbia s catchment area. Full details of the transaction approval process and voting procedures are in this document. It is essential that you read this information and if you have any queries please contact your local milk advisor, branch manager, business manager or the Society s Shares Office as appropriate. Your Board is seeking member approval for this transaction, offering A1, A2 and A4 members ( eligible members ) the opportunity to shape the next phase of growth for Glanbia. We urge you to come out and vote for your choice. Your Voting Card is enclosed separately and clearly indicates your designated regional Voting Centre. Joint Venture As we approach the vote, it is also important to reflect on why your Board has put this proposal to members and why the majority of the Board is strongly recommending a yes vote. Having evaluated many options, it is the considered view of the Board that the best solution is more direct ownership and control of dairy processing assets for members. It is the most effective route to deliver the scalable expansion in processing capacity that will underpin the growth ambitions of milk producers. It will optimise milk returns, while still retaining a major stake in Glanbia plc. The approval required for the Joint Venture transaction is in excess of 50% of eligible Society members present and voting on November 13, followed by approval by plc shareholders (excluding the Society) on November 20. Share spin-out and sale If the Joint Venture is approved by the Society and the plc, members will then have the opportunity to vote on a second proposal to reduce your Society s shareholding in the plc to below 51%, which would transfer up to circa 144 million worth of Glanbia plc shares to members, at an illustrative share price of 7. This will be voted on separately by members at Special General Meetings to be convened. The historical nature of this vote and the changes it will herald have generated passionate debate. Your Board believes that it is now the right time and this is the best transaction to deliver a new model for Glanbia in a post quota era. Vote YES for growth on November 13. Yours sincerely Liam Herlihy Chairman Glanbia Co-operative Society Limited 2 November 2012 This Joint Venture will be built on a profitable and well invested business from day 1; a business which in 2011 generated revenue of 738 million and 44 million EBITDA, a close approximation to the cash flow of the business. This is a strong base to underpin the expansion of dairy processing and will be augmented by equity from the partners, supplier contributions and bank financing.

2 Vote yes More direct farmer ownership in advance of historic milk expansion opportunity; Most robust financial model of all options reviewed by the Board and its advisers; Best placed of all options to optimise milk prices; Retain major shareholding in Glanbia plc; Approval of the Joint Venture proposal required for subsequent vote on share spin-out to members valued at circa 144 million at an illustrative share price of 7.

3 November 13 vote Proposal 1: Irish dairy processing Joint Venture 60% Society : 40% plc strategic dairy processing Joint Venture, creating the platform for up to 60% growth in milk output by % : 40% ownership Strategic Joint Venture between your Society and Glanbia plc in relation to Dairy Ingredients Ireland, the Irish dairy processing business unit of Glanbia plc 60% Society ownership : 40% plc ownership giving your Society more direct control over critical dairy processing assets and achieving a more balanced business model that can optimise returns to milk suppliers 60% Society OWNERSHIP 40% plc Creating the platform for up to 60% growth in milk output by 2020 through a 180 million investment programme including a scalable green field facility in Belview, Co. Kilkenny Part funded by the sale of 3% of the issued share capital of Glanbia plc, reducing your Society s shareholding in Glanbia plc from 54.4% to 51.4% Subject to approval by eligible Society members on November 13 and plc shareholders (excluding the Society), on November 20 Glanbia Ingredients Ireland Ballyragget 45% Corman Miloko JV GLANBIA INGREDIENTS IRELAND Virginia 23% shareholding in the Irish Dairy Board The new Joint Venture will be known as Glanbia Ingredients Ireland (GII) The Society retains an option to buy Glanbia plc s remaining 40% interest and achieve 100% ownership of GII within six years post completion The Joint Venture will own the Ballyragget and Virginia facilities, a 45% interest in the Corman Miloko Joint Venture and a 23% shareholding in the Irish Dairy Board The business, net fixed assets, working capital and liabilities and the relevant pension obligations will be transferred to the Joint Venture This business is the No. 1 Irish dairy processor and the third largest indigenous exporter, with markets for its products in over 50 countries worldwide

4 Transaction voting procedures Your Board is seeking the approval of eligible Society members by way of an advisory vote to be conducted at Voting Centres throughout the Glanbia catchment area. Accordingly all eligible members (A1, A2 and A4) are invited to attend at a designated Voting Centre in their region to cast their vote. A Voting Card is enclosed for your attention. 13 NOV Vote date Voting will take place on Tuesday, November 13, between the hours of 10 am and 9 pm at 12 designated Voting Centres. Each eligible member will be invited to vote at one local designated Voting Centre. Vote procedures Each Voting Centre will be staffed as follows: Officials from the Irish Co-operative Organisation Society ( ICOS ) who will retain overall responsibility for all aspects of voting. ICOS will also take responsibility for the security of the ballot throughout the day and its secure transfer to the count centre; Designated Glanbia staff who will assist with the conduct and administration of the voting process. An eligible member wishing to vote will be required to present their Voting Card and a suitable form of photo ID (Driving Licence or Passport). These details will be checked against a register of members eligible to vote at the designated Voting Centre by the ICOS official. Members presenting themselves without a Voting Card and suitable photo ID will have to have their identity and membership category separately confirmed. The Society cannot guarantee that this process will enable members to vote in this circumstance, so members are strongly advised to bring their Voting Cards and photo ID on the day. A ballot paper will only be issued by the ICOS official to an eligible member whose identity has been satisfactorily established. A member s Voting Card will be retained by the ICOS official and the register of members will be updated to record the issue of the ballot paper to the relevant eligible member. Members in possession of a ballot paper will be provided with a secure location to record their vote which will then be placed into a secure ballot box. Eligible members are entitled to cast one vote regardless of the number of shares they own. No proxy voting permitted. On the conclusion of voting, the ICOS official will receive and verify a summary of the number of ballot papers issued at each Voting Centre. The ICOS official will take responsibility for the transport of the secured ballot box to the central count centre at the Newpark Hotel, Kilkenny as well as ensuring the secure storage of the ballot boxes in advance of the commencement of counting.

5 Transaction approval process November 13 vote A1, A2 and A4 Society members are invited to vote on the Joint Venture proposal. This vote will take place at a local polling station in each region. Vote count ICOS will take responsibility for the counting of votes which will commence at 10 am on November 14, One scrutineer from each of the Society s regions will be appointed to supervise the counting of votes. Upon completion of the count the Chairman will announce the outcome. The Society Board reserves its right to vary or alter any of the above procedures at its discretion, subject to the approval of ICOS. 50% + YES VOTE 1 Joint Venture approval Your Board will accept and abide by the outcome of the advisory vote. In excess of 50% of members voting must vote in favour of the Joint Venture to approve the transaction. As this is a related party transaction under Stock Exchange Listing Rules a vote by plc shareholders (excluding the Society) is required and will take place on November 20. 3% share sale Share sale This 3% share sale will be used to finance the Society s 17.8 million equity stake in the Joint Venture and part of the 44.5 million cost of the Society s 60% share of the Joint Venture. This is for illustrative purposes and the actual consideration payable will reflect any movements in asset values up to completion. Your Society s shareholding in Glanbia plc reduces from 54.4% to 51.4% post the Joint Venture transaction. There will be no change in your Society s plc Board representation in this circumstance. Remember Vote for your choice on November 13 Bring your Voting Card and photo ID

6 Glanbia has an option to purchase a site in Belview, Co. Kilkenny from IDA Ireland for the 150 million proposed new processing plant. The site is strategically located in Glanbia s supplier heartland, complements the existing Ballyragget and Virginia locations and has good infrastructure links with adjacent port access and proximity to the N25 and the M9. The plant will employ approximately 70 people and the projected total economic benefit of the increased milk production is more than 500 million per annum. A further 30 million investment is proposed in existing facilities. A new model for post quota growth In early October, an information brochure called A new model for post quota growth was sent to all eligible members. This provides an overview of the proposal, details about the new Joint Venture together with the voting and approval processes, and key questions answered by John Moloney. To learn more please read this document in advance of voting on November 13. Go online to Members proposals information brochure