REG - Tirlán Co-operative Glanbia PLC - RESULT OF SECONDARY SHARE SALE

GlanbiaAnnouncement

01/10/2025 07:05

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RNS Number : 5830B  Tirlán Co-operative Society Limited  01 October 2025

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, WHETHER
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") (OR TO U.S. PERSONS
(AS DEFINED BELOW)) (OTHER THAN TO QIBS (AS DEFINED BELOW)), CANADA (EXCEPT TO
"ACCREDITED INVESTORS" AND "PERMITTED CLIENTS", EACH AS DEFINED BELOW),
AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION

 

1 October 2025

 

RESULT OF SECONDARY SHARE SALE

 

Further to the announcement released on 30 September 2025 in relation to a
proposed secondary sale of ordinary shares (the "Equity Placement") in Glanbia
plc (the "Company"), Tirlán Co-Operative Society Limited (the "Co-op" or "
Tirlán") announces it has sold in aggregate 17,000,000 ordinary shares (the
"Equity Placement Shares") at the price of €13.55 per share, raising
aggregate gross proceeds of approximately €230,350,000.

 

Tirlán intends to use the proceeds from the Equity Placement to finance the
concurrent repurchase of its outstanding €250,000,000 1.875 per cent.
Secured Exchangeable Bonds due 27 January 2027 (ISIN: XS2436579978) (the
"Bonds"), as specified below. The Bonds provided valuable funding to enable
the Co-op to acquire full ownership of what is now Tirlán. Following this
transaction, Tirlán remains the largest equity investor in Glanbia plc and
continues to be a strong supporter of its strategy.

 

The Equity Placement Shares represent approximately 7% of the Company's share
capital. Tirlán will hold approximately 43,549,029 ordinary shares in the
Company following completion.

 

Goodbody Stockbrokers UC ("Goodbody") and J&E Davy ("Davy") are acting as
joint global coordinators and joint bookrunners in connection with the Equity
Placement (Goodbody and Davy together the "Joint Global Coordinators").
Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux S.A.
("Rabobank-Kepler Cheuvreux") will act as joint bookrunner in connection with
the Equity Placement (together with Goodbody and Davy, the "Joint
Bookrunners").

 

The Issuer has agreed to a lock-up in respect of its shares in the Company
ending 90 days after the settlement date of the Equity Placement, subject to
waiver by the Joint Bookrunners.

 

The trade date for the Equity Placement will be 1 October 2025 and settlement
is expected to occur on 3 October 2025.

 

Enquiries:

 Goodbody (Joint Global Coordinator and Joint Bookrunner)  +353 1 667 0420

 Stephen Kane/ Joe Gill/ Jason Molins
 Davy (Joint Global Coordinator and Joint Bookrunner)      +353 1 679 7788

 Anthony Farrell / Ronan Veale
 Rabobank-Kepler Cheuvreux (Joint Bookrunner)              +33 1 53 65 20 57

 Equity Primary Desk (equityprimary@keplercheuvreux.com)

 

IMPORTANCE NOTICE

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to purchase, subscribe for or otherwise acquire the
Equity Placement Shares in the United States or any other jurisdiction in
which such offer or sale would be unlawful. The Equity Placement Shares have
not been and will not be registered under the Securities Act or the laws of
any state or other jurisdiction of the United States, and may not be offered
or sold in the United States or to or for the account or benefit of any U.S.
Persons (as defined below), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Equity Placement Shares will be
offered and sold outside the United States in compliance with Regulation S and
may be offered in the United States solely to QIBs pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. This announcement may not be distributed or sent into the
United States, or in any other jurisdiction in which offers or sales of the
Equity Placement Shares described herein would be prohibited by applicable
laws and should not be distributed to publications with a general circulation
in the United States. There has been and will be no public offering of the
Equity Placement Shares in the United States.

 

No prospectus or other offering document has been or will be submitted to any
regulatory authority in relation to the Equity Placement and the commitments
of investors or placees procured by the Joint Bookrunners will be made solely
on the basis of publicly-available information. No action has been taken by
any person that would permit an offering of the Equity Placement Shares or the
distribution of any offering material relating to the Equity Placement Shares
in any jurisdiction where action for that purpose is required. Accordingly,
the Equity Placement Shares are not being and may not be offered, sold, resold
or delivered, directly or indirectly, in or into any such jurisdiction. This
announcement has been provided for your information and is subject to
amendment. Neither this announcement nor anything contained herein, shall form
the basis of, or be relied on in connection with, any contract to purchase or
subscribe for any securities, nor shall it or any part of it form the basis of
or be relied on in connection with any contract or commitment whatsoever.

 

This is not an offer to sell, nor a solicitation of an offer to buy and any
discussions, negotiations or other communications that may be entered into,
whether in connection with the terms set out herein or otherwise, shall be
conducted subject to contract.

 

The information in this announcement does not purport to be comprehensive and
has not been independently verified by the Joint Bookrunners, any of their
respective group undertakings or affiliates or any of their respective
members, directors, officers, employees, agents or affiliates. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
any Joint Bookrunners or by any of their respective members, directors,
officers, employees, agents or affiliates as to or in relation to the
accuracy, completeness, correctness or sufficiency of this announcement, or
any other written or oral information made available to any interested party
or its advisers and any liability therefore is hereby expressly disclaimed.
The information contained in this announcement is subject to change without
notice and may not contain all material information relating to the products,
investment and transaction referred to herein. None of Tirlán, the Joint
Bookrunners nor any of their respective group undertakings or affiliates give
any undertaking to provide the recipient with access to any additional
information or to update this announcement or any additional information or to
correct any inaccuracies in it which may become apparent, and it reserves the
right, without giving reasons, at any time and in any respect to amend or
terminate the proposals described herein.

 

Any prospective investor in the Equity Placement Shares referred to in this
announcement should proceed on the assumption that it must bear the economic
risk of an investment in the Equity Placement Shares. None of Tirlán, the
Company or the Joint Bookrunners makes any representation as to (i) the
suitability of the Equity Placement Shares for any particular investor, (ii)
the appropriate accounting treatment and potential tax consequences of
investing in the Equity Placement Shares or (iii) the future performance of
the Equity Placement Shares either in absolute terms or relative to competing
investments.

 

Copies of this announcement are not being, and must not be, mailed, or
otherwise forwarded, distributed or sent in, into or from the United States
(or to or for the account of U.S. Persons), except unless to or from a QIB, or
any other jurisdiction in which such mailing would be illegal, or to
publications with a general circulation in those jurisdictions, and persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from the
United States (or to U.S. Persons), except unless to or from a QIB, or any
other jurisdiction in which such mailing would be illegal or to publications
with a general circulation in those jurisdictions.

 

Each of Goodbody Stockbrokers UC, J & E Davy and Coöperatieve Rabobank
U.A. in cooperation with Kepler Cheuvreux S.A. is acting exclusively for
Tirlán in connection with the Equity Placement and no one else and will not
be responsible to anyone other than Tirlán for providing the protections
afforded to its clients nor for giving advice in relation to the Equity
Placement or any other matter referred to herein.

 

Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central
Bank of Ireland. In the UK, Goodbody is also subject to regulation by the
Financial Conduct Authority. Goodbody is a member of the group of companies
headed by AIB Group plc.

 

J & E Davy Unlimited Company, trading as Davy, is authorised and regulated
in Ireland by the Central Bank of Ireland, authorised and regulated in the
United Kingdom by the FCA, and is a member of Bank of Ireland Group.

 

Coöperatieve Rabobank U.A. has its statutory seat in Amsterdam and is
registered with the Dutch Chamber Of Commerce under number 30046259.
Coöperatieve Rabobank U.A. is authorised by the Dutch Central Bank (De
Nederlandsche Bank), regulated by the Netherlands Authority for the Financial
Markets (Authoriteit Financiële Markten, AFM) and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority and
Prudential Regulation Authority in respect of its UK activities.

 

Potential investors who are in any doubt about the contents of this
announcement should consult their stockbroker, bank manager, solicitor,
accountant or other financial adviser. It should be remembered that the price
of securities and the income from them can go down as well as up.

 

EEA Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to, and directed in, member states of
the European Economic Area (the "EEA") (each, a "Member State"), at persons
who are "qualified investors" within the meaning of Regulation 2017/1129, as
amended (the "EU Prospectus Regulation") ("EEA Qualified Investors"). Each
person in a Member State who initially acquires any Equity Placement Shares or
to whom any offer of Equity Placement Shares may be made and, to the extent
applicable, any funds on behalf of which such person is acquiring the Equity
Placement Shares that are located in a Member State will be deemed to have
represented, acknowledged and agreed that it is an EEA Qualified Investor.

 

UK Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to, and directed in, the United
Kingdom (the "UK"), at persons who are "qualified investors" within the
meaning of the EU Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") ("UK
Qualified Investors"). Each person in the UK who initially acquires any Equity
Placement Shares or to whom any offer of Equity Placement Shares may be made
and, to the extent applicable, any funds on behalf of which such person is
acquiring the Equity Placement Shares that are located in the UK will be
deemed to have represented, acknowledged and agreed that it is a UK Qualified
Investor.

 

In addition, in the UK, this announcement is being distributed only to, and is
directed only at, qualified investors (i) who have professional experience in
matters relating to investments falling within Article 19(5) of the financial
Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order, or
(iii) to whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This announcement must not
be acted on or relied on in the UK by persons who are not relevant persons.
Any investment or investment activity to which this announcement relates is
available only to relevant persons in the UK and will be engaged in only with
relevant persons in the UK.

 

Canada Selling Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to purchasers purchasing, or deemed to
be purchasing, as principal that are Accredited Investors, as defined in
National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or Subsection
73.3(1) of the Securities Act (Ontario) (The "OSA"), and are Permitted
Clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions And Ongoing Registrant Obligations ("NI 31-103"). Each person in
Canada who initially acquires any Equity Placement Shares or to whom any offer
of Equity Placement Shares may be made will be deemed to have represented,
acknowledged and agreed that it is a person purchasing, or deemed to be
purchasing, as principal that is an Accredited Investor, as defined in NI
45-106 or Subsection 73.3(1) of the OSA, and a Permitted Client, as defined in
NI 31-103.

 

Tirlán and the Joint Bookrunners will rely upon the truth and accuracy of the
foregoing representations, acknowledgements, and agreements.

 

 

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