Fonterra trims board size
Fonterra’s board has been reduced to nine - comprising six farmer-elected and three appointed directors.
The co-operative says it received initial orders from the High Court in relation to the capital return that includes the calling of a meeting of shareholders to approve a scheme of arrangement by which the proposed capital return will be implemented.
Fonterra intends to return 50c/share to shareholders and unitholders in August. The money comes from the sale of assets including its Soprole consumer business in Chile.
Under the scheme, Fonterra proposes to repurchase and cancel one in every six shares held by each shareholder. At the same time, one share held by each shareholder which is not repurchased by Fonterra will be subdivided into such number of ordinary shares as were repurchased from that shareholder, plus one. As a result, each shareholder will end up with the same total number of shares as they held before the repurchase. This is to avoid creating share compliance issues for farmers or impacting shareholders' voting rights, the co-op says.
Each shareholder will receive $3 for each share repurchased and cancelled - which is equivalent to 50 cents for each of the six shares.
For unitholders in the Fonterra Shareholders’ Fund (Fund), shares will be acquired from Fonterra Farmer Custodian Limited in a similar way.
Fonterra says the maximum number of ordinary shares to be acquired under the repurchase will be 268,207,445. This number is subject to adjustment for rounding in respect of individual shareholdings and is based on the number of shares of Fonterra on issue as at the date of this announcement.
A virtual special meeting of shareholders will be held at 10.30am on July 12 seeking shareholder approval for the scheme. Once approved by shareholders, Fonterra will seek final orders sanctioning the scheme from the High Court under Part 15 of the Companies Act 1993.
The notice of meeting document and voting papers related to the Scheme are expected to be sent to shareholders by 21 June 2023. These will include further details about the Scheme, as well as information on voting eligibility and entitlement and how to vote in advance of the Special Meeting or online during the meeting.
Fonterra intend to pay shareholders and unitholders around August 17. NZX has approved a three-day trading halt in respect of Fonterra's shares listed on the Fonterra Shareholders' Market to be implemented in August prior to the record date.
