Information for shareholders | ForFarmers Group

Information for shareholders

The ForFarmers share

The shares of ForFarmers N.V. were listed on Euronext Amsterdam on 24 May 2016 under the symbol ‘FFARM’. As of 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 2018 amounts to €1,062,610.41 and comprises 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 2018, ForFarmers held 6.092.004 ordinary shares following the share buy-back programme that began on 2 May 2017 and ended on 23 February 2018.

ForFarmers has registered its substantial participating interest in its own shares with AFM (5% based on the number of issued ordinary shares) on 14 December 2017.

Dividend policy

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 underlying net result attributable to shareholders¹.

In the underlying net profit four types of adjustments are distinguished:

i) Impairments on tangible and intangible assets;
ii) Business Combinations and Divestments, including the unwind of discount/fair value changes on earn-outs and options, dividend costs relating to noncontrolling interests at anticipated acquisitions, and divestment related expenses;
iii) Restructuring; and
iv) Other, comprising other incidental non-operating items.

¹Underlying net result attributable to shareholders is the net result attributable to shareholders of the Company excluding incidental items. ForFarmers considers this to be one of its alternative performance measures (APMs), see note 27 to the financial statements.

Dividend proposal 2018

The proposal to distribute a dividend of €0.283 per ordinary share of a nominal value of €0.01 (based on 100.2 million ordinary shares outstanding) and a special dividend of € 0.017 per ordinary share, which would put the total dividend per ordinary share at €0.30 (2017: €0.30) shall be submitted to the General Meeting of Shareholders of 26 April 2019. This corresponds with a pay-out ratio of 50% of the underlying profit and 50% of the net proceeds of the sale of the arable activities in the Netherlands.

The aforementioned proposal has been approved by the Supervisory Board.

Notification of capital interests

On 31 December 2018, 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).

Shareholder	Capital interest ⁽¹⁾	Registration date ⁽²⁾
Coöperatie FromFarmers	49.99%	18 Oktober 2017
Stichting Beheer- en Administratiekantoor ForFarmers	9.69%	31 March 2017
APG Asset Management N.V.	10.00%	21 December 2018
Kempen Capital Management N.V.	5.27%	8 February 2017
ForFarmers N.V. (due to share buy-back programme)	5.02%	14 December 2017
JP Morgan Asset Management Holdings Inc. ⁽³⁾	3.01%	13 October 2017

(1) Based on 106,261,040 issued ordinary shares
(2) As of 31 Dec 2018 the capital interest of Coöperatie FromFarmers UA is 45.76%, of Stichting Beheer- en Administratiekantoor ForFarmers 6.93% and of ForFarmers NV 5.73%
(3) On 24 April 2019, JP Morgan Asset Management Holdings Inc. registered a decline in capital interest to 2.92%

Specification of shares

As at 31 December 2018, Coöperatie FromFarmers (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 28.4%, 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 2018, the Cooperative could give voting instructions for 48,625,076 (certificates of) shares held by the Cooperative (directly and indirectly) and additionally could give voting instructions for 7,365,430 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 55.90% (based on the number of outstanding ordinary shares) as at 31 December 2018.

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:

Share buy-back programme

ForFarmers repurchased 6,363,782 of its own ordinary shares in the period 2 May 2017 until 23 February 2018. Of these, 6,062,222 shares were repurchased as part of the share buy-back programme to make ForFarmers’ balance sheet more efficient and 301,560 shares (in 2017) for the employee participation plans for the Executive Committee members, senior managers and other employees. The AGM in 2017 granted an authorization to the Executive Committee for this share buy-back programme, with a maximum of €60 million. The relating shares were repurchased for an average price of €9.86 per share. In addition, 186,502 were repurchased in 2018 for the 2018 employee participation plans, as approved by the AGM in 2018. These shares were repurchased for an average price of €11.75 per share. The progress of the share buyback programmes was disclosed weekly by means of a press release.

2019 share buy-back programme

On 26 April 2019, the Annual General Meeting of Shareholders authorised ForFarmers N.V. (‘ForFarmers’) to initiate a programme to repurchase its own shares (‘share buy-back programme’). This programme was started on 3 May 2019.
Under this programme, ForFarmers will buy-back its own shares for a period of 18 months for an amount of €30 million in order to make its balance sheet more efficient. In addition, ForFarmers will buy-back shares for the implementation of employee participation plans in 2019.

Trading volume

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 2018, the trading volume in ForFarmers shares was an average of around 110,000 a day (2017: approximately 218,000 a day). A significant difference in the average trading volume was noted in the first half of 2018 (144,000) versus the second half of the year (76,000). Multiple small and mid-cap funds showed lower trading volumes as of the summer months.

Liquidity provider

In its role as liquidity provider, ABN AMRO had the obligation, between 1 January 2018 and 31 December 2018, 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

You can find information about the Annual General Meeting in our financial calendar. Please visit the recent events part to find more information about recent Annual General Meetings.

Financial calender

Click here to check our Financial calendar.