Tirlán to hold SGM to approve Rule change

Tirlán Co-op will hold a Special General Meeting of its Members to approve a proposed Rule change. 

• Tirlán Co-op seeking greater flexibility for managing its financial investments
• If approved by Members, the Rule change would facilitate a “spin-out” of Glanbia plc shares worth €239 million* to Tirlán Co-op Members
• 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 plc shares, or €24,604 for an average active shareholder.

Tirlán Co-operative Society Limited (“Tirlán Co-op”) will hold a Special General Meeting (“SGM”) of its Members to approve a proposed Rule change that would allow the Board of the Co-op greater flexibility in managing its investment in Glanbia plc.

If approved by Members, the Rule change will facilitate the release of €239 million of value to Members through a spin-out of 15 million Glanbia plc shares. This would be worth approximately €7,013* for every 1,000 shares that a farmer currently holds in Tirlán Co-op, or €24,604* to an average active Tirlán Co-op Member.

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

Commenting today, John Murphy, Chairperson of Tirlán Co-op said:

“Currently the Board of Tirlán 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.

“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.”

Spin-out of Glanbia plc shares to Co-op Members

Tirlán Co-op proposes to transfer, via share spin-out, 15 million Glanbia plc 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 28 August 2024, this would be worth approximately €239 million to Members. If the proposed Rule change is approved at the forthcoming SGM, it is envisaged that the spin-out to Members would occur in the second quarter of 2025. 

John Murphy said: “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.”

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

Proposal for spin-out of Glanbia plc shares

The Board of Tirlán Co-op proposes to transfer, via share spin-out, 15 Million Glanbia plc shares to all Members of the Co-op as part of this proposal. Based on Glanbia plc’s closing share price of €15.90* on Wednesday 28 August 2024, this would be worth approximately €239 Million*, or €24,604* for the average active Co-op Member.

Illustrative examples of the potential value (see note 1 below) of the spin-out of Glanbia plc shares to individual Co-op Members.

Board Support

This proposal has the unanimous support of the Board of Tirlán Co-op who recommend it to Members for approval at the forthcoming SGM.

Commenting today, Seán Molloy, Chief Executive Officer of Tirlán Co-op said:

“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. We will write to all eligible Members in the coming days with details on how to register and vote at the forthcoming SGM.”

The SGM will be held in a virtual format in accordance with Tirlán Co-op rules.

*Based on the Glanbia plc closing share price of €15.90 on 28 August 2024.

Tirlán Shareholder Information Sessions

Pictured above at the announcement in Abbey Quarter, Kilkenny were Tirlán’s Chief Financial and Secretariat Officer Michael Horan, Chief Executive Seán Molloy, Chairperson John Murphy and Chief Strategy and Investments Officer Frank Tobin.