REG - Assoc.British Foods - Outcome of its review of Group structure

Associated British FoodsAnnouncement

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RNS Number : 2077B  Associated British Foods PLC  21 April 2026

 

 

 

 

 

21 April 2026

 

ABF announces the outcome of its review of Group structure

Associated British Foods plc ("ABF" or "the Group") today announces that
following an in-depth review of its Group structure, as announced on 4
November 2025, the Board of ABF has decided to proceed with a demerger of its
Retail business ("Primark") from its Food business ("FoodCo"). On completion
of the demerger, ABF shareholders will hold shares in both listed entities.

The decision was reached having looked in detail at the financial, commercial,
legal and organisational consequences of the demerger. The review of the Group
structure was undertaken in consultation with Wittington Investments Limited
("Wittington"), ABF's largest shareholder. Wittington is supportive of the
proposed demerger and remains committed to maintaining majority ownership of
both Primark and FoodCo.

The Board believes that a demerger will deliver a number of benefits to each
business, in particular:

 •    Oversight by boards that are directly aligned to the industry dynamics and
      strategic priorities of the respective businesses;
 •    A clearer investment proposition and enhanced investor understanding; and
 •    Accountability to shareholders who are invested because of their specific
      interest in either FoodCo or Primark.

 

The Board is confident in the long-term prospects of both businesses. Primark
today is a global business operating 486 retail stores across 19 markets, with
approximately £9.5bn(1) of annual revenue and more than 83,000(1) employees.
The key strengths of Primark are:

 •    A global disruptive leader in apparel, providing customers with an unmatched
      value proposition, combining clear price leadership with differentiated
      quality and exciting fashion in prime locations;
 •    A top-class product engine spanning essentials and fashion, with end-to-end
      control of innovation, design, licensing, buying and quality, underpinned by
      industry-leading standards of sustainability and ethical sourcing;
 •    Multiple levers to deliver long-term sustainable growth including continued
      investment in its value proposition, improved product availability, greater
      digital enablement and increasingly tailored local execution;
 •    Exceptional brand strength and proven international expansion strategy,
      providing a scalable model for growth across existing and new markets through
      both own stores and franchise partnerships;
 •    A well-invested and highly productive store estate underpinned by a scaled,
      efficient supply chain and lean operating model that delivers strong and
      resilient margins;
 •    An experienced and highly capable team with a long-term mindset, strong
      execution capability and a uniquely Primark culture; and
 •    A strong balance sheet with disciplined capital allocation that is focused on
      driving strong free cash flow and attractive returns.

 

FoodCo operates globally across 52(1) countries, with approximately £9.8bn(1)
of annual revenue and more than 55,000 employees(1). The key strengths of
FoodCo are:

 •    A differentiated, global food portfolio constructed to operate across the food
      supply chain, in order to benefit from structural trends driving future food
      demand;
 •    Strong and innovative brands and ingredients platforms, targeted at sharply
      defined market segments, with a well-invested asset base;
 •    A focus on long-term earnings growth delivered through a mix of long duration
      growth and cash generative businesses;
 •    A devolved and networked operating model with central oversight supporting
      local decision-making by those closest to customers and markets, a formula
      which attracts and retains exceptional talent;
 •    A strong balance sheet and significant cash generation which enables
      long-term, disciplined investments to build businesses and brands; and
 •    A deeply embedded culture of sustainability and responsible behaviour which
      focuses on the most material risks and opportunities for its businesses and
      the communities in which it operates.

 

The Board has reviewed the anticipated dis-synergies which in aggregate are
currently expected to be below £45 million. One-off separation and
transaction costs are expected to be in the region of £75 million.

It is intended that both Primark and FoodCo will be listed on the Equity
Shares (Commercial Companies) category of the London Stock Exchange and, given
their scale, it is anticipated that both entities will be constituents of the
FTSE 100.

Following the demerger, FoodCo will retain the Associated British Foods plc
name.

Timetable and process

The Board's intention is for the demerger to become effective before the end
of 2027 calendar year and it is subject to the receipt of any necessary
approvals and appropriate tax clearances. The separation of Primark from ABF
is expected to be effected by way of a dividend demerger.

Management intends to host dedicated investor sessions focused on Primark and
FoodCo in advance of the demerger to present the standalone businesses and
their strategies to existing and prospective investors.

The demerger is expected to constitute a Significant Transaction for ABF under
Chapter 7 of the UK Listing Rules. The disclosure required under paragraph
7.3.1R of the UK Listing Rules will be included in a subsequent announcement
once the details of the demerger have been finalised.

ABF will provide further updates on the progress of the demerger as and when
appropriate.

Management and governance

To ensure a smooth transition through the demerger process, the Board has
asked ABF's current Chair, Michael McLintock, to continue as Chair of ABF
until the completion of the demerger. Michael was appointed to the Board as a
Director in November 2017 and as Chair in April 2018. The composition of both
future boards will be determined and announced prior to the demerger effective
date.

It is intended that George Weston will be Chief Executive of FoodCo and Eoin
Tonge will be Chief Executive of Primark.

Michael McLintock, Chair of ABF, said:

"The Board has now completed its in-depth review of the structure of ABF and
has concluded that a demerger of Primark is the best way to maximise long-term
returns for shareholders, reflecting Primark's scale today and the need for a
better understanding of the Food business.

The opportunities ahead for both Primark and FoodCo are considerable and the
Board firmly believes that each will thrive as an independent entity."

George Weston, Chief Executive of ABF, said:

"This is an important step in the evolution of ABF. For our Food business, the
separation will enable greater understanding of the breadth and strength of
our differentiated portfolio and its long-term growth opportunities as the
only FTSE100 pure play food producer. For Primark, it enables the creation of
appropriate governance to maximise the future potential offered by Primark's
powerful brand, strong customer proposition and opportunities in existing and
new markets."

 

For further information please contact:

Associated British Foods

Joana Edwards                   Chief Financial Officer

Lucinda Baker                    Director of Investor Relations

Joe Carberry                       Director of Corporate Affairs

+44 20 7399 6545

 

Lead Financial Adviser

Rothschild & Co                Akeel Sachak, Karim Mattar, Sam
Gormly, Alice Squires

+44 20 7280 5000

 

Joint Financial Advisers & Corporate Brokers

Barclays Bank PLC            Nicola Tennent, Richard Bassingthwaighte

+44 20 7623 2323

UBS AG                             Craig Calvert, Christopher
Binks

+44 20 7567 8000

 

PR Adviser

Brunswick                              Susan Gilchrist, Rosie
Oddy, Emilia Smith

+44 20 7404 5959

ABF@brunswickgroup.com (mailto:ABF@brunswickgroup.com)

 

 

 

 

(#_ftnref1) 1 ABF plc 2025 Annual Report

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