The ForFarmers share
1.3.6.1
From trading platform to listing on Euronext Amsterdam
Up until 24 May 2016, ForFarmers B.V. depositary receipts could be traded through a trading platform, operated by
F. van Lanschot Bankiers (‘Van Lanschot’). During the Annual General Meeting of Shareholders of 15 April 2016, approval was given by 99.9% of votes cast to the listing of all ordinary shares of ForFarmers N.V. on Euronext Amsterdam. The listing occurred on 24 May 2016 under the symbol ‘FFARM’. As of that date, depositary receipts and participation accounts can no longer be traded. Since 19 September 2016, ForFarmers is included in Euronext Amsterdam’s AScX index.
Liquidity provider
As part of the transition from the Van Lanschot trading platform to listing on Euronext Amsterdam, ForFarmers ended the liquidity provider agreement with SNS Securities, and an agreement for liquidity provision was entered into with Rabobank and ABN AMRO. As a result of this, from 24 May 2016 to 31 December 2016 Rabobank (now Kepler Cheuvreux) acted as liquidity provider for trading in ordinary shares of ForFarmers. From 2 January 2017 to 29 December 2017, ABN AMRO will fulfil this role. ForFarmers will decide over the course of 2017 whether it is necessary to enter into a new agreement with a liquidity provider after this.
ForFarmers share
The Company’s issued share capital as at 31 December 2016 amounts to €1,062,610.41. This is divided into 106,261,040 ordinary shares and one priority share, each with a par value of €0.01. The priority share is held by Coöperatie FromFarmers U.A.
Specification of depositary receipts and shares in circulation
As at 31 December 2016 Coöperatie FromFarmers (hereinafter: the ‘Cooperative’) has a capital interest of 53.26% in ForFarmers N.V. This is split in a direct interest (20.81%) which the Cooperative holds, for which there is no connection to a participation account, and an indirect interest of 32.45%, for which the Cooperative has issued participation accounts to individual members. These members can decide, each individually for himself, at any moment to convert their participation account, or part thereof, into depositary receipts, make a transfer to investment accounts, or sell on Euronext Amsterdam.
Furthermore, the Cooperative can give voting instructions for depositary receipts held by Stichting Beheer- en Administratiekantoor ForFarmers and for which voting rights have not been requested. As at 31 December 2016, the Stichting Beheer- en Administratiekantoor ForFarmers had a capital interest of 12.06% in the ordinary shares of ForFarmers N.V. The Cooperative holds the priority share.
1.3.6.2
Shares
| Shares / depositary receipts | Shares / depositary receipts | Depositary receipts* | ||||||
| 31 December 2016 | 24 May 2016 | 31 December 2015 | ||||||
| Total number of shares | 106,261,040 | 106,261,040 | 106,261,040 | |||||
| Held by ForFarmers | 77,580 | 317,528 | 399,429 | |||||
| Number of shares issued | 106,183,460 | 105,943,512 | 105,861,611 | |||||
| Shares Coöperatie FromFarmers U.A. (Direct) | 22,097,857 | 20.81% | 26,916,610 | 25.41% | 26,916,610 | 25.43% | ||
| Participation accounts of members (Indirect) | 34,460,032 | 32.45% | 34,727,866 | 32.78% | 37,678,608 | 35.59% | ||
| Coöperatie FromFarmers U.A. | 56,557,889 | 53.26% | 61,644,476 | 58.19% | 64,595,218 | 61.02% | ||
| Depositary receipts of members | 6,436,342 | 6.06% | 8,149,521 | 7.69% | 7,599,664 | 7.18% | ||
| Depositary receipts in lock-up | 1,398,424 | 1.32% | 945,126 | 0.89% | 945,126 | 0.89% | ||
| Depositary receipts other holders** | 4,967,900 | 4.68% | 7,189,525 | 6.79% | 32,721,603 | 30.91% | ||
| Shares Stichting Beheer- en Administratiekantoor ForFarmers | 12,802,666 | 12.06% | 16,284,172 | 15.37% | **** | 41,266,393 | 38.98% | *** |
| Shareholders (external) | 36,822,905 | 34.68% | 28,014,864 | 26.44% | - | 0.00% | ||
| Total | 106,183,460 | 100.00% | 105,943,512 | 100.00% | 105,861,611 | 100.00% | ||
| (*) In 2015 this only concerned depositary receipts of shares (excluding the instruments owned by Stichting Beheer) | ||||||||
| (**) These concern (former) employees of ForFarmers for whose depositary receipts of shares no lock-up exists (anymore) and third parties which did not (yet) convert their depositary receipts into shares. | ||||||||
| (***) On 31 December 2015, Stichting Beheer owned 100% of the shares of ForFarmers. The percentage and number which is shown (in 2015) has only been restated for comparison purposes. If ForFarmers would have been listed at Euronext on 31 December 2015, the number and percentage shown in this overview would have been applicable. | ||||||||
| (****) At listing on Euronext on 24 May 2016, an interest of 15,62% in the capital of ForFarmers was reported by Stichting Beheer. This percentage included the shares owned by ForFarmers in its own capital. | ||||||||
Share information
Price development
1.3.6.3
Trading volume
One of the reasons for the transition from the trading platform to a public listing on Euronext Amsterdam was to increase the share’s liquidity. The average trading volume in ForFarmers shares or depositary receipts on the trading platform came to around 40,000 units a day. Since the listing on Euronext Amsterdam on 24 May 2016, the trading volume of the share (on Euronext Amsterdam) has more than tripled.
Notification of capital interests
On 31 December 2016 the following shareholders with a substantial participating interest (>3%) are registered as follows with the AFM (authority financial markets), in accordance with the notification duty pursuant to the Dutch Financial Supervision Act (Wft). These notifications were made during 2016, as of 24 May 2016, the day on which the ForFarmers share became listed on Euronext Amsterdam.
| Interest | |
| Coöperatie FromFarmers U.A. (direct en indirect) | 58.01% |
| Stichting Beheer- en Administratiekantoor ForFarmers | 14.36% |
| APG Asset Management N.V. | 6.71% |
| D. Lindenbergh (Blikkenburg B.V.) | 5.23% |
Share buy-back scheme
ForFarmers has bought back 400,000 of its own shares and depositary receipts in the period 18 April 2016 to 3 June 2016. Authorisation for this buy-back scheme was granted in the General Meeting of Shareholders of 15 April 2016. The shares were purchased at an average price of €6.71 per share, for a total of €2,683,367. The purchase took place on behalf of two employee participation plans; one for the Executive Committee and senior managers and the other for other staff. A lock-up period of three years applies to these shares. In 2016, 15% of employees participated, a little less than the 20% that had participated in 2015. Combined with the number of employees that had already participated in 2015, in total, 22% of employees now have shares in ForFarmers.
82,502 shares acquired on behalf of the previous liquidity provision contract were also used for the participation plans. This contract ended on 24 May 2016. The aim of the participation plan is to foster commitment to the company as well as motivation and engagement.
Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders will be held on 26 April 2017 in Laren (Gelderland, the Netherlands).
Dividend policy
The dividend policy of ForFarmers is distributing a dividend between 40% and 50% of the normalised profit after taxes.
2016 dividend proposal
The proposal to distribute a dividend of €0.24218 per share of a par value of €0.01 (2015: €0.23299) shall be submitted to the General Meeting of Shareholders of 26 April 2017. This corresponds with a pay-out ratio of 50% of the normalised profit after taxes. The aforementioned proposal is approved by the Supervisory Board.
Financial calendar
| 29-03-2017 | Registration date for the Annual General Meeting of Shareholders |
| 26-04-2017 | Annual General Meeting of Shareholders |
| 28-04-2017 | Ex-dividend listing |
| 02-05-2017 | Registration date for those entitled to a dividend |
| 09-05-2017 | Dividend payment |
| 11-05-2017 | Q1 Trading update |
| 17-08-2017 | Publication of 2017 half-year results |
| 09-11-2017 | Q3 Trading update |
| 13-03-2018 | Publication Annual Report 2017 |
| 26-04-2018 | Annual 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.
1.3.6.5
Investor Relations
ForFarmers values a good and open relationship with its shareholders, depositary receipt holders, investors, analysts and other financial stakeholders (hereinafter ‘Investors’). ForFarmers aims to give Investors clear, transparent, accurate and prompt information on developments within ForFarmers.
To properly and best inform Investors, ForFarmers provides information through press releases, annual reports and quarterly reports, presentations and via the corporate website. The Company also organises audio webcasts to present the annual and half-year results, and ForFarmers participates in roadshows and conferences that banks organise for investors. All information shared with Investors is based on public information. The rules are also provided in the Policy regarding bilateral contact with shareholders, which can be found on the corporate website. Because of the major participating interest of the Coöperatie FromFarmers U.A. in ForFarmers, there is a relationship agreement established between these parties, which can also be found on the website.
Contact with Investors
Over the course of the financial year, ForFarmers has undertaken many Investor Relations activities. The listing on Euronext Amsterdam concerned a technical listing. No new shares were issued. However, the Company did seize the opportunity to position its equity story widely among Investors. On 22 April 2016, ForFarmers organised a Capital Markets Day for analysts. With the help of both the banks that guided the IPO (ABN AMRO and Rabobank) visits were paid immediately before the listing to 7 fund managers in the Netherlands, 5 in Germany, and 11 in the United Kingdom. After the listing, the CEO or the CFO together with ForFarmers’ Director Investor Relations held over 90 meetings in 9 different cities with fund managers over the course of 6 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.
Other Directors took part in the meetings with investors who visited the Company in Lochem.
In the bilateral contacts with Investors, the aforementioned policy was always observed.
In 2016, 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 shareholding account with FromFarmers, where, inter alia, the annual figures are explained. ForFarmers has drawn up both the financial statements and the half-year accounts in accordance with IFRS. The annual and half-year results are published and further presented by way of a press release to analysts and press with the help of an audio conference, the recording of which is published on the website. At the end of November 2016, ForFarmers for the first time published a trading update for the third quarter. This is a qualitative report on the Company’s market and financial developments. In May 2017, such a trading update will also be published for Q1.
Disclosure
The supply of information to Investors takes place in compliance with the Dutch Financial Supervision Act. In this way ForFarmers informs its Investors of relevant developments promptly, simultaneously and comprehensively. This is supervised by the Authority for the Financial Markets (AFM). Price-sensitive information is disclosed by means of a press release that is also posted on the website of the Company and is submitted to the AFM.
The Executive Committee assesses, in consultation with the Compliance Officer and the Disclosure Committee, whether information is price-sensitive and whether a disclosure obligation applies thereto.
Independent analyst reports
ForFarmers was followed by 5 financial analysts during 2016. Kepler Cheuvreux (formerly: Rabobank), ABN AMRO, NIBC Markets (formerly: SNS Securities), Kempen & Co and the Idea-driven Equities Analyses Company all published analyst reports on ForFarmers. Alongside the full reports, periodic updates also appear.
1.3.6.8
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.
In 2000, the cooperatives ABC and CTA in the Eastern part of the Netherlands decided to merge. The key activity of these cooperatives was the purchase of raw materials and the production of feed for the affiliated members. The cooperative that resulted from this merger was ABCTA. In 2005, the Cooperative ABCTA resolved to continue under the name ForFarmers in order to realise its international growth ambitions.
Separating ForFarmers the Company, and FromFarmers the Cooperative
In order to grow internationally, the Company and the Cooperative were separated in 2007 and the ‘equity on name’ registration process was started. Since then, the Cooperative goes by the name of Coöperatie FromFarmers U.A. By means of the equity on name registration process, around 82.5% of the Cooperative’s assets are credited to a participation account for members of the Cooperative over a period of 10 years. The last credits of that kind will take place in 2017, after which the Cooperative, as a result, will directly hold approximately 17.5% of the (depositary receipts) of the shares or of ForFarmers. Members holding a participation account can decide for themselves at any moment to convert their participation account, or part thereof, into depositary receipts, transfer the participation account to investment accounts or sell their stake on Euronext Amsterdam.
Until 2006, 80% to 85% of ForFarmers’ customers were members of the Cooperative and approximately 85% of the volume was delivered to members of the Cooperative. As a result of growth mainly outside of the original regions, currently around 85% is delivered to non-members. Due to this growth, the number of customers has also increased substantially to currently more than 25,000. The Cooperative has approximately 3.600 active members who are ForFarmers customers. For both members and non-members, the same market prevailing conditions for deliveries by ForFarmers apply.
International growth
In Germany, in line with its international growth ambition, ForFarmers took over the Bela Group in 2006 and the company BM in 2007. The Company herewith acquired its first production locations in Germany and a larger market share in the German market. The acquisitions in 2012 of Hendrix (active in the Netherlands, Germany and Belgium) and BOCM PAULS (active in the United Kingdom) made for further growth. Both Hendrix and BOCM PAULS were respected companies with a history in the feed industry of more than a hundred years. ForFarmers thereby acquired a leading position in the Netherlands and the United Kingdom.
In the same year the interest in Cefetra (57.4%), a trading house in compound feed raw materials, was sold. After 2012, a number of (smaller) acquisitions followed, including HST Feeds Ltd (2014) and Wheyfeed Ltd. (2014) and the agricultural activities of Countrywide Farmers (2015), all in the United Kingdom. In 2016, Vleuten-Steijn Voeders B.V. in the Netherlands was taken over.
To underline the unity and unequivocal manner of its approach and method, the organisation has opted for the name ‘ForFarmers’ as a single powerful trading name for the organisation as a whole. This strengthens the position of the Company in the international market and provides for a more uniform branding and appearance. The Company does, however, continue to operate other brands for specialist activities. Horse feed activities take place under the brand name Pavo. ForFarmers uses the brand Reudink in the biological (organic) market in the Netherlands, Germany and Belgium, and in the chick breeding market the name PoultryPlus.
Corporate site
