The ForFarmers share

From 2007, the equity of the company was for the most part transferred from the Cooperative FromFarmers to the members via the Registered Equity process. In 2010, depositary receipts were issued for shares in ForFarmers B.V. and the ForFarmers Trust Office Foundation (hereinafter referred to as: the Foundation) issued depositary receipts.

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At the end of 2015 ForFarmers held, to support the trade in depositary receipts, 399,429 of its own depositary receipts through its liquidity provider (SNS Securities N.V. (SNS)). In the period from 21 April 2015 up to and including 12 August 2015 ForFarmers purchased 620,420 of its own depositary receipts. The Annual General Meeting granted authorisation for this purchasing scheme on 17 April 2015. The shares were purchased at an average price of € 5.13 per depositary receipt, for a total of € 3,184,136. The purchase took place for the benefit of two employee participation schemes, one for senior managers and one for all employees. A lock-in period of three years applies to these schemes. Employee participation is designed to enhance loyalty, commitment and reward. Approximately 20% of the employees of ForFarmers participated in the employee participation schemes.

Depositary receipt holders can request the Foundation for the voting rights on depositary receipts. The Cooperative can request unlimited voting rights on the depositary receipts that they posses. For the other depositary receipt holders this is in principal maximised at 5%. The Supervisory Board of ForFarmers may at the request of the Board of the Foundation or a (proposed) depositary receipt holder resolve to increase the said percentage to a maximum of 15%. This option was not exercised in 2015.

Trading platform

From 8 November 2010 members and external parties can trade in depositary receipts via a multilateral trading facility. F. Van Lanschot Bankiers N.V. (Van Lanschot) operates this trading platform and holds authorisation for this from the Netherlands Authority for Financial Markets (AFM). On this trading platform both members of the Cooperative FromFarmers and third parties can trade in depositary receipts for shares in ForFarmers B.V.

In 2015 4,249 transactions (2014: 2,962) in depositary receipts were conducted. Through these transactions a total of 20,969,954 (in 2014: 16,249,920) depositary receipts were traded (on the basis of double counting). This means an average of 82,559 (in 2014: 66,872) depositary receipts per day. In its role as liquidity provider, SNS supports the trade in depositary receipts of ForFarmers on the trading platform by issuing permanent purchase and sale orders. To enable this, ForFarmers made a total of € 5 million available to SNS. As a liquidity provider, SNS operates fully autonomously of ForFarmers and must comply with the directives of the AFM.

From trading platform to public exchange

With a public stock exchange listing on Euronext, ForFarmers aims to reach a broader investor base. Euronext is known to investors and is more accessible as a result of which more potential investors, e.g. institutional investors, can trade in the shares. In the event of a public stock exchange listing, the trade shall take place in shares; as the occasion arises, depositary receipts are no longer tradable. An improved demand for shares is expected to lead to a better balance between supply and demand and is consequently expected to result in a balanced price development. This is also important to the current depositary receipt holders. In addition, ForFarmers shall be more visible to investors so that the liquidity of the share may potentially increase. In addition, a stock exchange listing offers ForFarmers more possibilities to attract capital. At present, ForFarmers is not in need of additional capital to fund its Horizon 2020 ambitions.

In the Annual General Meeting of 15 April 2014 the Executive Board and the Supervisory Board were given consent to further examine and prepare a potential transition from the trading platform to  the public stock exchange. In addition, during the said Annual General Meeting, the shareholders approved the amendments to the articles of association that include a number of protective measures.

These protective measures are:

  • Oligarchic rights: these are provisions in the articles of association of ForFarmers B.V. in which certain special authorities are given to the Executive Board (under the articles of association), the Supervisory Board and/or the holders of a priority share. This includes, authorities with regard to appointments as outlined below.
  • Priority share: this means that the Cooperative FromFarmers has, as owner of the said priority share, control. The priority share expires as soon as the direct or indirect voting rights of the Cooperative amount to less than 20% at the start of a calendar year. This share establishes rights with regard to the following important matters:
    • If the Cooperative retains more than 50% control it is entitled to a right of recommendation for four of the six supervisory directors of ForFarmers B.V. If the control drops to 50% or less, the Cooperative is entitled to the said right with regard to three of the six supervisory directors.
    • As long as the Cooperative FromFarmers holds more than 50% of the voting rights it shall, after consultation with the Supervisory Board, appoint a chairman of the Supervisory Board of ForFarmers B.V. In the event of less than half or half of the voting rights the Supervisory Board shall appoint a chairman after consultation with the Cooperative FromFarmers.
    • If the Annual General Meeting has delegated its authority to resolve regarding the issue of new shares in ForFarmers to the Executive Board then the issue must be approved by 75% of the Supervisory Board.
    • As already included in the Articles of Association of ForFarmers the following resolutions of the Executive Board furthermore require the approval of the Cooperative (in summary):
      1. The conclusion or termination of longterm cooperation, if the said cooperation or termination has far-reaching consequences for ForFarmers B.V.;
      2. The change to an important degree of the identity or the character of the business;
      3. The acquisition or disposal of a participation for a value of at least 33% of the equity capital according to the consolidated balance sheet;
      4. The relocation of the head office of ForFarmers B.V. outside the Eastern-Netherlands (the provinces of Gelderland and Overijssel).
  • Protective preference shares: these protective shares aim to avoid an undesired takeover as well as undesired adjustments in the structure of the company. In summary, it implies that a new to-be-incorporated independent foundation with an independent board has the possibility of temporarily (a maximum of 2 years) – through the possession of the issued protective preference shares – obtaining and exercising at most half of the voting rights at the Annual General Meeting. The objective of this foundation shall be to safeguard the continuity of the business. Should there ever be question of a hostile takeover then time can be potentially gained through this foundation to find a more desirable solution.

Technical listing Euronext

During the Annual General Meeting of 17 April 2015 the outcome of the examination of a potential transition from the trading platform to the public stock exchange was presented and it was announced that the company continued to take the preparations for a so-called technical listing, which implies that no new shares are issued. As a result of a technical listing the following changes compared to the present trading platform as operated by Van Lanschot will apply.

In 2015 the Board of Directors and the Supervisory Board further elaborated the following guiding principles with regard to the assets within the framework of the transition to the public stock exchange:

  • ForFarmers B.V. shall be converted into a public limited company (N.V.). The nominal value per share will also adjusted from € 1.00 to € 0.01.
  • It remains possible for members of FromFarmers to convert participation accounts into depositary receipts via the trading platform as permanently operated by Van Lanschot;
  • The unrequested voting rights of members who hold participation accounts and/or depositary receipts shall be exercised by Coöperatie FromFarmers U.A.; this shall also apply to the unrequested voting rights of employees of ForFarmers who hold depositary receipts;
  • Both participation accounts and depositary receipts can be converted into shares and are transferred to an investment account of the entitled party or are (also via the trading platform) sold via the public stock exchange by the entitled party;
  • Participation accounts and depositary receipts shall no longer be tradable;
  • Up to November 2017 the participation accounts can still be transferred privately on the basis of further to be determined conditions; after this date so-called ‘lease’ constructions are no longer possible;
  • Depositary receipt holders who are not a member of the Cooperative FromFarmers or who are not an employee of ForFarmers can no longer request voting rights; their voting rights passed on to the Cooperative; these depositary receipt holders can obtain voting rights by converting their depositary receipts into shares;
  • Depositary receipts cannot again be issued for shares once depositary receipts have been converted into shares, unless it relates to shares that were purchased by ForFarmers for the benefit of an employee participation scheme or depositary receipts that are issued for shares within the framework of conversion of participation accounts into depositary receipts;
  • Apart from the foundation that administers the shares for which depositary receipts were issued, a Continuity Foundation shall be incorporated.

Definitive documentation will be published on the website of ForFarmers when the Annual General Meeting is convened. Potential decision-making about a public stock exchange listing shall take place during the Annual General Meeting that takes place on 15 April 2016.

In preparation of the potential listing on Euronext the 2015 annual accounts were prepared on the basis of the IFRS accounting principles.

Specification of depositary receipts in circulation

At the end of 2015 the Cooperative FromFarmers controlled 68.2% in ForFarmers. This consisted of 25.4% direct control, 35.6% indirect control and 7.2% voting rights on the depositary receipts of the members. In addition the Cooperative holds the priority share.

  31/12/2015   31/12/2014  
Total number of certificates 106,261,040   106,261,040  
Held by ForFarmers 399,429   466,210  
Number of certificates issued 105,861,611   105,794,830  
         
Coöperatie FromFarmers U.A. 26,916,610 25.4% 32,890,993 31.1%
Participation accounts of members 37,678,608 35.6% 40,003,655 37.8%
Coöperatie FromFarmers U.A. direct 64,595,218 61.0% 72,894,648 68.9%
         
Certificates of members 7,599,664 7.2% 5,540,904 5.2%
Coöperatie FromFarmers U.A. direct/indirect 72,194,882 68.2% 78,435,552 74.1%
         
Certificates in lock-up 945,126 0.9% 301,834 0.3%
Other certificate holders 32,721,603 30.9% 27,057,444 25.6%
Total 105,861,611 100.0% 105,794,830 100.0%
Coöperatie FromFarmers U.A. direct   61.0%   68.9%
Coöperatie FromFarmers U.A. direct/indirect   68.2%   74.1%

Financial calendar

15-04-2016      Annual General Meeting
18-04-2016      Ex-dividend
22-04-2016      Dividend payment
26-08-2016      Publication 2016 half-yearly figures
14-03-2017      Publication 2016 annual figures
26-04-2017      Annual General Meeting
17-08-2017      Publication 2017 half-yearly figures

Annual General Meeting

The Annual General Meeting shall be held in Laren (the Netherlands) on 15 April 2016.

2015 dividend proposal

During the Annual General Meeting on 15 April 2016 the proposal to pay per share of € 1,00 nominal a dividend of € 0.23299  (2014: € 0.17629) shall be submitted for approval. This corresponds with a pay-out ratio of 50% of the normalised result after taxes.

The guiding principle for the dividend policy of ForFarmers B.V. is the availability of a dividend between 40% and 50% of the normalised result after taxes. Within these guiding principles ForFarmers B.V. pursues a stable development of the dividend in cash to its shareholders.

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