The ForFarmers share

ForFarmers highlights for investors

  • #1 Total Feed solutions provider to farmers in Europe+ with leading market positions

  • Active in resilient markets with growth opportunities

  • Central position in value chain for animal proteins: 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

  • Strong balance sheet

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.

Share information

In euro 2018 2017
Earnings per share(1) 0.58 0.56
Dividend(2) 0.30 0.30
Number of ordinary shares outstanding (x 1 million) as of 31 December 100.2 100.8
Market capitalisation (€ million) on 31 December(3) 806.6 1,052.3
Highest price 12.30 11.16
Lowest price 7.83 6.61
Closing price 8.05 10.44

1 Earnings per share is calculated based on the weighted average of the number of outstanding ordinary shares. In 2018, this number was 100,242,704 (2017: 104,077,496).

2 Dividend is calculated based on the number of outstanding ordinary shares as of 31 December. In 2018 the dividend comprises two parts: €0.283 per ordinary share and a special dividend of €0.017 per ordinary share.

3 Market capitalisation is calculated on the number of outstanding ordinary shares per 31 December.

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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 non-controlling 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).

  Capital interest(1) Registration date(2)
Coöperatie FromFarmers U.A. (direct en indirect) 49.99% 18 Oct 2017
Stichting Beheer- en Administratiekantoor ForFarmers 9.69% 31 Mar 2017
APG Asset Management N.V. 10.00% 21 Dec 2018
Kempen Capital Management N.V. 5.27% 8 Feb 2017
ForFarmers N.V. (due to share buy-back programme) 5.02% 14 Dec 2017
JP Morgan Asset Management Holdings Inc 3.01% 13 Oct 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%
 

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.

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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:

Shares / Depositary receipts
  Shares / depositary receipts Capital interest Shares / depositary receipts Capital interest
  31 December 2018   31 December 2017  
Total of ordinary shares outstanding 106,261,040 100.00% 106,261,040 100.00%
Held by ForFarmers 6,092,004 5.73% 5,469,292 5.15%
Number of ordinary shares outstanding 100,169,036 94.27% 100,791,748 94.85%
 
Shares Coöperatie FromFarmers U.A. (Direct) 18,498,469 17.41% 18,498,469 17.41%
Participation accounts of members (Indirect) 30,126,607 28.35% 33,797,040 31.80%
Coöperatie FromFarmers U.A. 48,625,076 45.76% 52,295,509 49.21%
 
Depositary receipts of members 5,079,437 4.78% 5,582,503 5.25%
Depositary receipts in lock-up 978,868 0.92% 1,445,655 1.36%
Depositary receipts other holders(1) 1,307,125 1.23% 1,161,264 1.10%
Shares Stichting Beheer- en Administratiekantoor ForFarmers 7,365,430 6.93% 8,189,422 7.71%
 
Shareholders (external) 44,178,530 41.58% 40,306,817 37.93%
Total of ordinary shares outstanding 100,169,036 94.27% 100,791,748 94.85%
 
(1) 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.

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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 buy-back programmes was disclosed weekly by means of a press release.

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

The General Meeting of Shareholders will be held on 26 April 2019 in Laren (Gelderland, the Netherlands).
ForFarmers will publish the agenda for the AGM 2019 on 13 March 2019 on its corporate website.

Financial calendar

29-03-2019 Registration date General Meeting of Shareholders
26-04-2019 General Meeting of Shareholders
30-04-2019 Ex-dividend listing
02-05-2019 Registration date for those entitled to a dividend
02-05-2019 Q1 2019 Trading update
09-05-2019 Dividend payment
15-08-2019 Publication of half-year results 2019
31-10-2019 Q3 2019 Trading update
12-03-2020 Publication annual results and annual report 2019
24-04-2020 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.

Investor Relations

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) shareholders 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 laid down in the Policy regarding bilateral contact with shareholders.
Because of the major participating interest of the Cooperative FromFarmers U.A. in ForFarmers, a relationship agreement has been established between these parties.

Contacts with Investors

Over the course of the financial year, ForFarmers has undertaken many Investor Relations activities. Over 100 conversations took place with fund managers in 14 different cities. The CEO or the CFO nearly always accompanied the Director Investor Relations during these meetings comprising 10 road shows and 9 conferences. The cities visited were primarily important financial centres including Amsterdam, London, New York, Frankfurt and Paris. The aforementioned policy was always observed in the bilateral contacts with Investors.
In 2018, 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.

All shareholders, depositary receipt holders and members of FromFarmers who hold a participation account with FromFarmers can attend the Annual General Meeting of Shareholders.

 

Disclosure

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 Disclosure Committee, if and when information is price-sensitive and whether a disclosure obligation applies thereto.

Independent analyst reports

ForFarmers was followed by financial analysts of seven different organisations during 2018. ABN AMRO, the Idea-driven Equities Analyses Company, KBC, Kempen, Kepler Cheuvreux and NIBC Markets and, as of mid-2018, deGroofPetercam all published analyst reports about ForFarmers. Periodic updates were published alongside extensive reports.
In addition, Berenberg invited ForFarmers on two ‘discovery’ conferences, in Europe and the United States. Berenberg selected twenty-five companies, which they brought into contact with a select group of their institutional investor clients during these conferences.

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Historical development

The rich history of ForFarmers goes back to 1896, the year in which one of its legal predecessors was established as a cooperative. In order to leverage scale, the cooperative expanded through like-for-like growth, mergers, and acquisitions in the decades that followed. The key activities of the cooperative were sourcing of raw materials and producing feed for the affiliated members. In 2005, the name was changed to ForFarmers, in line with international growth ambitions.

The cooperative was split in the cooperative FromFarmers and the company ForFarmers in 2007 to facilitate further international expansion. 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. (the ‘Cooperative’). 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. Members of the Cooperative and third party investors (non-members, generally not farmers) traded in depository receipts of ForFarmers between 2007 and the listing of ForFarmers’ shares in May 2016. Currently, the Cooperative holds 17.4% of the issues (certificates of) ForFarmers shares directly. As at 31 December 2018 the individual members of the Cooperative jointly hold an indirect interest of 28.4% in ForFarmers. These members can individually decide at any time to sell their ForFarmers’ securities on Euronext Amsterdam.