Despite a number of regional resignations at committee and council level, the issuing of a letter of objection by a group of Glanbia dry shareholders, and other rumblings of unease, the much anticipated Glanbia special general meeting (SGM) will proceed later today (Friday, December 17).
The SGM will, among other things, seal the fate of the proposed €307 million purchase by Glanbia Co-op of Glanbia plc’s 40% stake in Glanbia Ireland (GI).
A Glanbia spokesperson confirmed that, up to the closing date of December 14, more than 4,000 eligible shareholders had registered to vote in the virtual SGM, which has a quorum of just 50.
As well as voting on the €307 million transaction, at today’s meeting, shareholders will also vote on five further resolutions:
- To establish the 2022 member distribution reserve – at least 10% of all payments from the reserve in each financial year will be paid to all members (not linked to supply of milk or grain or trade);
- To give authority to reduce Glanbia plc shareholding below the 28% limit – this will permit the board to proceed with the spin out and investment fund;
- To establish a new Glanbia plc shareholding limit – to below 17% without member consent;
- To update governance rules;
- To pay interim share dividends.
There are 11,163 shareholders in total, broken down as follows:
- 6,387 A1 (4470 A1 milk + 1917 A1 dry)
These are active milk suppliers, active grain suppliers and shareholders who meet the trading thresholds for A1 membership;
- 754 A2
An A1 member who has not met the criteria of A1 membership for two consecutive financial years;
- 4,084 A3
An A2 member for four financial years who has not been reinstated as an A1 member;
- 3 A4
Three corporate shareholders – Thurles Centenary, Callan and Mullinahone.
At today’s SGM, A1 and A4 members are entitled to vote on all six resolutions, while A2 members vote on resolutions 1 to 3 inclusive.
This means that 4,084 shareholders do not have a say in this significant deal.
While voting registration is high, there is unease in certain quarters, however.
This week, there have been a number of resignations at advisory committee and council level.
And a letter from dry shareholders – the A3 shareholders – who are ineligible to vote at today’s meeting, have sent a letter of objection to Glanbia.
Dairy farmer, Anthony Murphy, stepped away from his role on the West Waterford Regional Advisory Committee and Glanbia Council; two members of the North Wexford / East Wicklow Regional Advisory Committee – Vincent Gahan and Padraig Doyle – have also resigned.
More recently, a third member of the North Wexford / East Wicklow Regional Advisory Committee, Nicholas Darcy, will offer his resignation should today’s proposals be approved.
And from the East Waterford Advisory Committee, former ICSA president, Edmond Phelan has also resigned his position.
Speaking to Agriland, he said:
“If I could misquote George Orwell in Animal Farm, ‘all shareholders are born equal, but some are more equal than others’.”
Explaining, he said that he was not in favour of the disparity that exists between shareholders who are eligible to vote in the SGM and those who are not – the A3 shareholders.
And he has issues with the dividend payments to the A3 shareholders also.
“I have asked the question, what dividend is the dry shareholder going to get and was told, none. So we finance this and we get nothing back, essentially.”
Phelan is a dry shareholder himself, but is an A1 category shareholder because he “does a lot of trade with Glanbia”, he explained.
He will have a vote at today’s meeting and will be voting no.
He is also one of a group of shareholders to have written to Glanbia opposing the SGM and aspects of the proposal that shareholders will vote on.
Ideally, he said he would have liked to have seen the vote take place in person and believes the SGM should have been held off until such time as that could happen
“If this is a good deal, it will be a good deal next year. There are a lot of dairy farmers who are not happy with this but are prepared to go with it, just to buy back the co-op.”
“I am not against this [proposal] in principle, but I am against the way the dry shareholders are funding so much of this without getting a proper dividend.
In response to questions from Agriland regarding the resignations, Glanbia said in a statement:
“Since this proposal was announced, there has been a very positive reaction across the Glanbia catchment area. There was strong engagement with our council and at a series of meetings and information sessions, including all of our 11 regional committee meetings.”
It added that the proposals that are being put before members have the unanimous support of the board of Glanbia Co-op.
Stay tuned to Agriland as we bring you the results of the Glanbia SGM later this evening as they emerge.