Tirlán to hold SGM on proposed spin-out of Glanbia shares

Tirlán Co-op is to hold a Special General Meeting (SGM) seeking shareholder approval for a rule change which would pave the way for a major “spin-out” of Glanbia plc shares.

The board of Tirlán is proposing to transfer, via share spin-out, 15 million Glanbia shares to all members of the society in proportion to the shares they currently hold in the co-op.

Based on Glanbia plc’s closing share price of €15.90 on August 28, 2024, the board said that this would be worth approximately €239 million to members.

The board said that for every 1,000 shares that a member currently holds in Tirlán Co-op, they will receive approximately €7,013 in value in the form of Glanbia shares, or €24,604
for an average active shareholder.

Tirlán Co-op is today valued at more than €1.7 billion, with a significant proportion of its
value concentrated in its 28.9% shareholding in Glanbia plc.

Tirlán

John Murphy, chairperson of Tirlán Co-op, said that currently the board cannot reduce the co-op’s shareholding in Glanbia plc below 17%.

“At a forthcoming SGM, we will be seeking member approval to amend this co-op Rule.

“As a board, we firmly believe that now is the right time to provide our co-op with greater flexibility to better manage our financial investments.

“Our objective, over time, is to diversify and to target increased farmer returns over the long-term to meet the needs of our members,” he said.

“Our focus is on maximising farm returns through payments for milk and grain, as well as
targeting the payment of a strong co-op dividend, allowing us to reward members now and into the future.

“We have built a strong Co-op and now is the time to help future-proof it for this generation and generations to come,” Murphy added.

If the proposed rule change is approved at the forthcoming SGM, which will be held online, it is envisaged that the spin out to members would occur in the second quarter of 2025.

“We believe that it is appropriate at this time to release value to our 11,046 co-op members.

“Experience of previous spin-outs suggests that the vast majority of co-op members retain their Glanbia plc shares, remaining long-term supporters of Glanbia plc,” Murphy said.

He noted that this proposal has the unanimous support of the board of Tirlán who have recommended its approval.

Since 2013, Tirlán (previously known as Glanbia Co-op) has spun out 48.6 million Glanbia plc shares with a current value of €772 million to its members.

Information sessions

Seán Molloy, chief executive officer of Tirlán Co-op, outlined that a series of information events will be taking place on the proposal.

“In the coming weeks we will be engaging with our representative structure on this important proposal and would encourage as many as possible of our members to attend our series of information sessions.

“Our co-op board and management team look forward to answering our members’ questions and hearing their feedback on this proposal.

“Our farmer-facing team and co-op office staff are also available to provide information to members,” he said.

The board will write to all eligible members in the coming days with details on how to register and vote at the forthcoming SGM.

The details of the information sessions to be held over the coming weeks both in-person and online are as follows: