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Glanbia signs agreement to sell 60% Dairy Ireland


2017-04-30


Glanbia plc ("Glanbia" or the "PLC") and Glanbia Co-operative Society Limited ("Glanbia Co-op" or the "Society") have announced they have signed binding legal agreements, subject to certain approvals and conditions, for the sale of a 60% interest in Glanbia's Dairy Ireland segment to Glanbia Co-op (the "Proposed Transaction").  Dairy Ireland is currently 100% owned by Glanbia plc and is comprised of two business units, Glanbia Consumer Foods Ireland and Glanbia Agribusiness.

Siobhan Talbot, Group Managing Director of Glanbia said: "I'm pleased to announce that Glanbia has signed binding legal agreements, subject to certain approvals and conditions, to sell a 60% interest in Dairy Ireland to Glanbia Co-op. This strategic initiative remains on track to be completed by mid-year.  Once completed it is planned to integrate Dairy Ireland with our Associate, Glanbia Ingredients Ireland DAC to form "Glanbia Ireland", which will be a leading Irish food business. This will bring together Glanbia Group's Irish dairy and agri-businesses under single ownership and will enable Glanbia to continue to focus on its two growth platforms of Glanbia Performance Nutrition and Glanbia Nutritionals."

In 2012, Glanbia and its largest shareholder, the Society established Glanbia Ingredients Ireland DAC ("GIID") as a dairy processing joint venture which is owned 40% by Glanbia and 60% by the Society. On 22 February 2017, Glanbia announced that it had agreed a non-binding memorandum of understanding with the Society, subject to contract and certain approvals, to dispose of 60% of Glanbia Foods Ireland Limited ("GFIL") and related assets (together "Dairy Ireland") to the Society. Dairy Ireland is currently 100% owned by Glanbia and is comprised of two business units, Glanbia Consumer Foods Ireland and Glanbia Agribusiness.  Prior to completion of the Proposed Transaction ("Completion"), a corporate restructuring will take place to ensure that all of the assets related to the two business units are transferred to GFIL. The Society will acquire the 60% interest in Dairy Ireland indirectly by investing further in GIID which will acquire 100% of GFIL from Glanbia ("the Proposed Transaction").

After Completion of the Proposed Transaction GIID will be owned 40% by Glanbia and 60% by the Society and will be known as Glanbia Ireland. While this is the same percentage shareholdings that each company currently holds in GIID, it represents an expansion of this existing joint venture since it will encompass the existing businesses of GIID and Dairy Ireland, including Glanbia Consumer Foods Ireland and Glanbia Agribusiness.

 As the Society is deemed to be a substantial shareholder in Glanbia for the purpose of the listing rules of the Irish Stock Exchange and UK Listing Authority (the "Listing Rules"), the Proposed Transaction is classified as a related party transaction under the Listing Rules and is subject to, and conditional upon, the approval of the shareholders of Glanbia, other than the Society or persons connected with the Society ("Independent Shareholders").  The approval of Independent Shareholders for the Proposed Transaction will be sought at an extraordinary general meeting of Glanbia (the "EGM"), details of which will be included in a circular (the "Circular").

The Proposed Transaction is also subject to certain other conditions, which are summarised in this announcement. Further details on the terms and conditions of the Proposed Transaction will be included in the Circular to be published shortly, the company reported.