SPECIAL
REWARDING OUR MEMBERS NOW AND INTO THE FUTURE
Tirlán Co-op stands today as a strong and vibrant 100% farmer-owned organisation. Our Co-op has undergone a major evolution in recent years, with the purchase of the Tirlán operating business and its network of world-class assets.
Now is the right time to enable the next step in this evolution.
The Board of Tirlán Co-op is proposing an amendment to the Co-op Rules to provide greater flexibility to manage our investment in Glanbia plc. This proposed amendment is about empowering our Co-op to unlock new opportunities for the benefit of all our Members.
If approved by Members, this Rule change will also facilitate the release of value to Members through a spin-out of Glanbia plc shares.
We have built a strong Co-op; now is the time to help future-proof it for this generation and generations to come.
MESSAGE FROM OUR CHAIRPERSON
Dear Member,
As farmers, we are 100% owners of Tirlán, the business that processes the milk and grain from our farms. For over 100 years, our Co-op has constantly evolved and adapted to our changing environment. We believe that now is the right time to help future-proof our Co-op for this generation and for generations to come.
Our Co-op today is valued at more than €1.7 Billion*, with a large portion of its assets concentrated in its Glanbia plc shareholding. This investment is a reflection of the good decisions and the hard work of the current generation of farmers and those that have gone before. However, your Board is conscious that one large single shareholding is not best practice and carries additional risk compared to holding a range of investments. Under our current Rules, the Board of the Co-op cannot reduce Tirlán’s shareholding in Glanbia plc below 17%. This limits our Co-op’s ability to manage our financial investments in the best interests of our Members. At a forthcoming Special General Meeting (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 reduce risk and to target increased farmer returns over the long-term to meet the needs of our Members. If we secure Member approval for this proposal, we will be in a position to release approximately €239 Million* of value to our Members through a spin-out of Glanbia plc shares.”
We will maintain strong financial discipline and engage best-in-class advisers to manage our investments where appropriate. This proposal, which has the unanimous support of the Board, is about transformational change for our Co-op. It will allow us to reward Members now and into the future.
Your vote is important so please register to have your say at the forthcoming online SGM.
John G. Murphy Chairperson
ONE PROPOSAL:
TWO BENEFITS
Remove Rule 4h)ii which sets out that the Tirlán Board cannot reduce the Co-op’s shareholding in Glanbia plc below 17%.
Tirlán Co-op is proposing the deletion of the Rule to enable:
1 2
A SHARE SPIN-OUT TO MEMBERS
• Deliver a spin-out of Glanbia plc shares valued at €239 Million* to Tirlán Co-op Members.
• For every 1,000 shares that a Member currently holds in the Co-op, they will receive shares in Glanbia plc valued at €7,013*.
• This is valued at approximately €24,604* for the average active Co-op Member.
• This brings the spin-out value delivered to our Members since 2013 to €1 Billion*.
TRANSFORMATIONAL CHANGE
This will give our Co-op the flexibility to manage its financial investments to drive Member returns. The objectives will be:
• To boost farm returns for milk and grain;
• To target the payment of a strong Co-op dividend into the future;
• To manage risks within our financial investments; and
• To deliver for our farmer Members today and for generations to come.
UNDER OUR CO-OP RULES, THE BOARD CANNOT USE THE PROCEEDS FROM THE SALE OF GLANBIA PLC SHARES AS CO-OP SUPPORT FOR MILK AND GRAIN PAYMENTS. THIS PROPOSAL WILL NOT CHANGE THIS.
WE HAVE BUILT
MESSAGE FROM OUR CEO
Dear Member,
As set out in this brochure, the Board of Tirlán has brought forward a proposal to Members which we strongly believe is in the long-term best interests of our Co-op and its Members.
In summary, we are proposing an amendment to the Rules to give our Board the flexibility to better manage the Co-op’s financial investments.
The objectives of this proposed change are to release value to Members through a spin-out of Glanbia plc shares and to target:
• Higher, long-term returns for Members and reduced risk over time;
• The payment of a strong Co-op dividend;
• New investment opportunities.
“If
Our focus will be on managing our financial investments to maximise farm returns through payments for milk and grain, as well as targeting a strong return through Co-op dividend payments. The proposal for your approval at the forthcoming SGM will also facilitate a spin-out of Glanbia plc shares worth approximately €239 Million* in the second quarter of 2025.
Our experienced management team has put in place a best-in-class investment governance structure, supported by external advisers, to ensure any potential investment or acquisition is rigorously assessed.
If you have any questions, please contact your local Tirlán representative or call the Co-op Shares Office on (058) 44444.
Seán Molloy CEO
• All eligible shareholders (A1 and A4) will receive details (by post) on how to register and vote at the online SGM.
• In-person and online information sessions are being held to allow shareholders to ask questions about the proposal. Updates will also be available on www.tirlanfarmlife.com
• If you have any questions, please contact your local Tirlán representative or call the Co-op Shares Office on (058) 44444.
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 value1 of the spin-out of Glanbia plc shares to individual Co-op Members.
TIRLÁN CO-OP’S CURRENT GLANBIA PLC SHAREHOLDING
28.9% percentage shareholding in Glanbia plc
Tirlán Co-op currently holds 75.5 Million shares in Glanbia plc valued at
€1.2BN*
REASONS TO PARTICIPATE AND VOTE
At the forthcoming SGM, we are asking our eligible
One large single shareholding is not best practice and carries additional risk compared to holding a range of investments.
