TIDMGLB
RNS Number : 8273F
Glanbia PLC
22 May 2017
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN, OR IN ANY JURISDICTION IN WHICH DISTRIBUTION WOULD
BE UNLAWFUL
GLANBIA PLC APPROVE DISPOSAL OF DAIRY IRELAND
22 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 at an extraordinary general
meeting ("EGM") today, Glanbia's Independent Shareholders have
approved the Proposed Transaction as set out in a Circular
published on 28 April 2017. Both respective shareholders of Glanbia
and the Co-op have now approved the Proposed Transaction.
As a result, the Society now 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").
The Proposed Transaction is subject to certain completion
conditions and is expected to close in early July 2017.
J&E Davy and Goodbody Stockbrokers have been appointed by
the Society as joint book-runners on the Placing. The Placing will
take place via an accelerated book build process.
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.
All defined terms mentioned herein have the same meaning as in
the Circular published on 28 April 2017. The Circular is currently
available on the Glanbia website at the following location,
www.glanbia.com/egm.
The resolution (the text of which is set out below) was passed
at the EGM today on a show of hands.
"That the Proposed Transaction (as described and defined in the
Circular to the Shareholders of the Company dated on or about 28
April 2017) be and is hereby approved and the Directors (or a duly
authorised committee of the Directors) be authorised to carry the
same into effect (with such non-material amendments as they shall
deem necessary or appropriate) and in connection therewith the
Directors of the Company be and are hereby authorised and
instructed to do or procure to be done all such acts and things on
behalf of the Company and any of its subsidiaries as they consider
necessary or expedient for the purpose of giving effect to the
Proposed Transaction"
Results of Proxy Votes
For Against Total Withheld Total including
withheld
====================== ===================== ==================== ====================== ====================
Votes/Shares % Votes/Shares % Votes/Shares % Votes/Shares % Votes/Shares %
============= ======= ============= ====== ============= ===== ============= ======= =============
88,084,067 99.21% 698,369 0.79% 88,782,436 100% 109,857,707 55.30% 198,640,143 100%
------------- ------- ------------- ------ ------------- ----- ------------- ------- ------------- -----
ENDS
For further information contact
Glanbia plc +353 56 777 2200
Investor contact: Liam Hennigan, Head +353 86 046
of Investor Relations: 8375
Media Contact: Mark Garrett, Director +353 86 601
of Communications & Public Affairs: 9655
IMPORTANT INFORMATION
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBGGDUGGDBGRD
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