The ForFarmers share
ForFarmers highlights for investors
#1 Total Feed solutions provider to farmers in Europe+ with leading positions
Active in resilient markets with growth opportunities
Central position in value chain: access to farm gate
Focussed strategy to further enhance and expand business: Horizon 2020
Clear and proven M&A strategy to drive further expansion
Sustainability is a vital element in business model
Attractive financial performance and profile
The ForFarmers share
On 24 May 2016, the share of ForFarmers N.V. was listed on Euronext Amsterdam under the symbol ‘FFARM’. Since 19 September 2016, ForFarmers is included in Euronext Amsterdam’s AScX index, and since May 2017, in the MSCI Netherlands index.
The Company’s issued share capital as at 31 December 2017 amounts to €1,062,610.41. This is divided into 106,261,040 issued ordinary shares and one priority share, each with a nominal value of €0.01. Coöperatie FromFarmers U.A. holds the priority share.
On 31 December 2017, ForFarmers held 5,469,292 ordinary shares following the share buy-back programme that began on 2 May 2017. ForFarmers has registered its substantial participating interest in its own shares with AFM (3% and 5% threshold based on the number of issued ordinary shares).
|Earnings per share||0.56||0.50|
|Number of ordinary shares outstanding (x 1 million) as of 31 December||100.8||106.2|
|Market capitalisation (€ million) on 31 December||1,052.3||706.1|
1 Earnings per share is calculated based on the weighted average of the number of outstanding ordinary shares. In 2017, this number was 104,077,496 (2016: 106,150,160).
2 Dividend is calculated based on the number of outstanding ordinary shares as of 31 December.
3 Market capitalisation is calculated on the number of outstanding ordinary shares per 31 December.
4 Price until 24 May 2016 relates to the price on the trading platform. From 24 May 2016 it is the price on Euronext Amsterdam.
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ForFarmers aims to distribute dividend, taking into consideration long-term value creation and a healthy financial structure to execute its strategy. The dividend policy of ForFarmers is to pay out between 40% and 50% of the profit after taxes (the result after tax attributable to the shareholders of the Company) excluding non-recurring effects.
2017 dividend proposal
The proposal to distribute a dividend of €0.30 per share of a nominal value of €0.01 (2016: €0.24) shall be submitted to the General Meeting of Shareholders of 26 April 2018. This corresponds with a pay-out ratio of 50% of the result after tax and excluding non-recurring effects and means an increase in dividend of 25%. The aforementioned proposal has been approved by the Supervisory Board.
Notification of capital interests
On 31 December 2017, the following shareholders with a substantial participating interest (>3%) are registered with the AFM in accordance with the notification requirement pursuant to the Financial Supervision Act (‘Wft’ in Dutch).
|Coöperatie FromFarmers U.A. (direct en indirect)||49.99%|
|Stichting Beheer- en Administratiekantoor ForFarmers||9.69%|
|APG Asset Management N.V.||6.71%|
|Kempen Capital Management N.V.||5.27%|
|ForFarmers N.V. (due to share buy-back programme)||5.02%|
|JP Morgan Asset Management Holdings Inc||3.01%|
* based on 106,183,461 issued ordinary shares
Specification of shares
As at 31 December 2017, Coöperatie FromFarmers (hereinafter: the ‘Cooperative’) has a direct capital interest (based on the number of issued ordinary shares) of 17.4%, for which there is no connection to a participation account, and an indirect interest of 31.8%, for which the Cooperative has issued participation accounts to individual members. These members may at any time decide for themselves to convert their participation account, or part thereof, into depositary receipts, make a transfer to investment accounts, or sell on Euronext Amsterdam.
As at 31 December 2017, the Cooperative could give voting instructions for 52,295,509 (certificates of) shares and additionally could give voting instructions for 8,189,422 depositary receipts, which were held by Stichting Beheer- en Administratiekantoor ForFarmers and for which voting rights had not been requested. Taking into consideration the effect of the share buy-back programme, the Cooperative held a voting interest of 60.0% (based on the number of outstanding ordinary shares) as at 31 December 2017.
The Cooperative also holds the priority share as long as certain conditions are adhered to as laid down in the Articles of Association.
This is clarified in the table below.
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Share buy-back programme
In the General Meeting of Shareholders of 26 April 2017, an authorisation was requested and granted to begin a share buy-back programme with a maximum term of 18 months for (a) an amount between €40 million and €60 million and (b) on behalf of employee participation plans in 2017. The reason for the share buy-back was, among other things, to make ForFarmers’ balance sheet more efficient. In the press release with respect to the half-year results for 2017, ForFarmers stated that it would use the full authorisation of €60 million for the share buy-back.
ForFarmers purchased 5,747,993 of its own (ordinary) shares in the period between 2 May 2017 and 31 December 2017. Accordingly, the Company bought 5.1% of its own issued ordinary shares. The shares were purchased at an average price of €9.86 per share, for a total of €56,664,525. Of the shares bought, 358,465 shares are for the employee participation plan; for the Executive Committee and senior managers, and for other employees.
One of the reasons for the public listing on Euronext Amsterdam was to increase the share’s liquidity. The average trading volume in ForFarmers depositary receipts on the trading platform prior to listing on Euronext Amsterdam in May 2016 came to around 40,000 a day. Over the course of 2017, the trading volume in ForFarmers shares increased to an average of around 218,000 a day.
In its role as liquidity provider, ABN AMRO had the obligation, between 2 January 2017 and 29 December 2017, to support trading in ordinary shares of ForFarmers on Euronext Amsterdam by issuing permanent purchase and sale orders. As a liquidity provider, ABN AMRO operates fully autonomously of the Company and must comply with the directives of the AFM. ForFarmers has extended the contract with ABN AMRO by one year.
General Meeting of Shareholders
The General Meeting of Shareholders will be held on 26 April 2018 in Laren (Gelderland, the Netherlands).
|29-03-2018||Registration date General Meeting of Shareholders|
|26-04-2018||General Meeting of Shareholders|
|02-05-2018||Registration date for those entitled to a dividend|
|03-05-2018||Q1 2018 Trading update|
|16-08-2018||Publication of half-year figures 2018|
|01-11-2018||Q3 2018 Trading update|
|13-03-2019||Publication annual results and annual report 2018|
|26-04-2019||General Meeting of Shareholders|
The company is established in Lochem (the Netherlands) and registered in the companies register of the Chamber of Commerce under the number 08159661.
ForFarmers values a good and open relationship with its (potential) shareholders, depositary receipt holders, investors, analysts and other financial stakeholders (hereinafter ‘Investors’). ForFarmers aims to give Investors clear, accurate and prompt information on developments within ForFarmers.
ForFarmers provides information through press releases, annual reports, (Q1 and Q3) trading updates and presentations to properly and best inform Investors. All information is available via the corporate website. The Company also organises audio webcasts to present the annual and half-year results, visits (potential) shareholdersand during roadshows and participates in conferences that banks organise for investors. All information that is shared with Investors is based on public information. The rules are also provided in the Policy regarding bilateral contact with shareholders. Because of the major participating interest of the Cooperative FromFarmers U.A. in ForFarmers, there is a relationship agreement established between these parties.
Contacts with Investors
Over the course of the financial year, ForFarmers has undertaken many Investor Relations activities. On 12 April 2017, ForFarmers organised its first Investor/Analyst day with the theme: ‘A day in the life of ForFarmers’. 10 investors and 9 analysts took part. Aside from the presentations, which were given by members of the Executive Committee and specialists, a visit was also organised to a ForFarmers customer.
During the financial year, over 100 meetings were held in 16 different cities with fund managers. The CEO or the CFO took part in these meetings accompanied by the Director Investor Relations. This took place during 11 roadshows and 6 conferences organised by banks for investors. The cities visited were primarily important financial centres including Amsterdam, London, New York, Frankfurt and Paris. In the bilateral contacts with Investors, the aforementioned policy was always observed.
In 2017, members of the Executive Board of ForFarmers attended meetings of the member council and the annual FromFarmers Cooperative members meeting. The exchange of information at these meetings takes place under the conditions of the aforementioned policy.
Finally, there is the Annual General Meeting of Shareholders, which can be attended by all shareholders, depositary receipt holders and members of FromFarmers who hold a participation account with FromFarmers.
The supply of information to Investors takes place in conformity with the Dutch Financial Supervision Act (Wft) and the European Market Abuse Regulation. ForFarmers informs its Investors of relevant developments promptly, simultaneously and fully by means of a press release that is also posted on the corporate website and submitted to the AFM.
The Executive Committee assesses, in consultation with the Compliance Officer and the Disclosure Committee, whether and when information is price-sensitive and whether a disclosure obligation applies thereto.
Independent analyst reports
ForFarmers was followed by 6 financial analysts during 2017. ABN AMRO, the Idea-driven Equities Analyses Company, KBC, Kempen, Kepler Cheuvreux and NIBC Markets all published analyst reports about ForFarmers. Alongside the full reports, periodic updates also appear.
ForFarmers has developed from a local compound feed cooperative in the east of the Netherlands into the market leader in the European feed industry. The rich history of the Company goes back to 1896, the year of incorporation of one of the legal predecessors of ForFarmers. In the decades that followed, the Company expanded through like-for-like growth, mergers, and acquisitions. The key activities of the cooperative were the purchase of raw materials and the production of feed for the affiliated members. In 2005, the name was changed to ForFarmers, in line with international growth ambitions.
Separating ForFarmers the Company, and FromFarmers the Cooperative, as preparation for international expansion
In order to grow internationally, the Cooperative was split in the cooperative FromFarmers and the company ForFarmers in 2007. In that year the ‘equity on name’ (EON) registration process was also started. Since then, the Cooperative goes by the name of Coöperatie FromFarmers U.A. Through the EON process, 82.6% of the Cooperative’s assets were credited to participation accounts of members of the Cooperative over a period of 10 years. The last credits of this kind took place in 2017 and the Cooperative, as a result, directly holds 17.4% of the issued (certificates of) shares of ForFarmers. As at 31 December 2017, the members of the Cooperative together held an indirect interest of 31.8% in ForFarmers. These members with a participation account may at any time decide for themselves to convert (a part of) their participation account into depositary receipts, make a transfer to investment accounts, or sell on Euronext Amsterdam.
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