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 equalled €1,062,610.41 as at 31 December 2019 and consisted of 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.

At 31 December 2019 ForFarmers held 8,573,005 of its own ordinary shares following the share buy-back programmes carried out in the preceding years and the €30 million programme that was launched on 3 May 2019 and will run for 18 months.

On 14 December 2019 ForFarmers notified the Netherlands Authority for the Financial Markets (AFM) of a substantial holding in its own capital (5% based on the number of ordinary shares issued).

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 17 to the financial statements.

Dividend proposal 2019

It will be proposed to the General Meeting of Shareholders of 24 April 2020 that a dividend be distributed of €0.28 per ordinary share with a nominal value of €0.01 (based on 97.7 million ordinary shares outstanding) which comprises €0.19 related to 50% of the underlying net profit and a special dividend of €0.09 (2018: €0.30, the sum of €0.283 per ordinary share and a special dividend of €0.017 per ordinary share relating to the net proceeds of the sale of the arable activities in the Netherlands).

This proposal has been approved by the Supervisory Board.

Notification of capital interests

On 31 December 2019, 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

(1) Based on 106,261,040 issued ordinary shares
(2) As of 31 Dec 2019 the capital interest of Coöperatie FromFarmers UA is 44.04%, of Stichting Beheer- en Administratiekantoor ForFarmers 7.50% and of ForFarmers NV 8.07%

Changes during 2020

During the year 2020 changes regarding the registration at AFM by shareholders with a substantial participating interest (>3%) have taken place, in accordance with the notification requirement pursuant to the Financial Supervision Act (‘Wft’ in Dutch).

In addition, ForFarmers cancelled 11,042,219 ordinary shares on 11 September 2020. After cancellation of the shares, ForFarmers will have an issued share capital of €95,218,822 consisting of 95,218,821 ordinary shares and 1 priority share of €0.01 nominal value per share.

The registrations during 2020:

Shareholder	Capital interest	Registration date
APG Asset Management N.V.	9.98%	16 April 2020
ForFarmers N.V.	0.03%	11 September 2020

Share buy-back programme

In the period from 3 May 2019 up to and including 31 December 2019, ForFamers repurchased 2,786,204 (ordinary) shares. Of these, 2,534,352 shares were repurchased for the share buy-back programme in order to make the balance sheet more efficient and 251,852 shares for the employee participation plans for Directors and senior managers, and other employees. In 2019 the General Meeting of Shareholders authorised the Executive Board to buy back shares up to a maximum of €30 million.
The relating shares have been repurchased for an average price of €6.33 per share. Taking into consideration that payment for 51,954 shares took place in 2020, the total amount that was paid in 2019 for the share buyback programme was €17.3 million. The progress of the share buy-back programmes was announced by means of a weekly press release.

Specification of shares

Following the buy-back programmes of shares (which have neither voting rights nor dividend rights) at 31 December 2019 there were 97,688,035 ForFarmers ordinary shares or depositary receipts of shares
outstanding. Based on the number of issued shares the Cooperative had a direct equity interest of 17.4% at 31 December 2019 which was unrelated to any participation account, and an indirect interest of 26.6% for which the Cooperative has issued participation accounts to individual members.

The Cooperative holds the priority share so long as certain conditions are adhered to as laid down in the Articles of Association. As the holder of the priority share the Cooperative has certain rights, which are partly determined by the percentage of voting rights (at the reference date of 1 January of each year) that can be represented by the Cooperative. These also include the voting rights held by Stichting Beheer- en Administratiekantoor ForFarmers – the ForFarmers Trust Office Foundation – and for which no voting rights have been requested. Members of the Cooperative can request the voting rights for their individual shares or depositary receipts of shares at any time.

At the reference date of 1 January 2020 the Cooperative represented the voting rights in relation to 46,798,929 shares and depositary receipts of shares held by the Cooperative (directly and indirectly), as well as those in relation to the 7,974,494 depositary receipts which were held by the Trust Office Foundation, representing a combined voting interest of 56.1% (based on the number of ordinary shares outstanding).
The above is clarified in the following table.

Afbeelding: Aandelen_certificaten_2019_EN

Trading volume

One of the reasons for obtaining a public listing on Euronext Amsterdam was to increase the share’s liquidity.
Prior to the listing on Euronext Amsterdam in May 2016 the average daily trading volume equalled around 40,000 ForFarmers depositary receipts. In 2019 the average daily trading volume was around 120,000 ForFarmers shares (2018: around 110,000).

Liquidity provider

In its role as liquidity provider, ABN AMRO had the obligation, between 1 January 2019 and 31 December 2019, 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 24 April 2020 in Laren (Gelderland province, the Netherlands). 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.