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MAJOR PROBLEM Kerry Group Old Shares

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  • Registered Users Posts: 1,303 ✭✭✭kerry cow


    Facebook and radio kerry are good conduits.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    This forum on here is as good a information centre on Kerry coop thanks to some very knowledgeable posters on here,learned so much on how Kerry coop does and doesn't work and ask the awkward questions at the AGM,forearmed is forewarned scenario type of information that I want answers from the coop board


  • Registered Users Posts: 1,303 ✭✭✭kerry cow


    Agree to a point fepper but the problem is that the majority is asleep and need to be awoken .its the guys that don't go to the agm that are the majority .its a completely useless exercise to ask the awkward questions when it's the same following that attends the event , in the capacity of self fulfilment and another year rocks on without one iota of change .what did the agm last year achieve ?? nor will the next agm change anything , as it's a few that have grumbles . It's barry and fepper that swap over messages to each other on here while the majority stay silent .
    There is nothing to fore warn about once the mighty weight of the majority were to turn up and be heard .
    Problem is no one is making them aware .
    Have you heard it on the radio , TV or papers or Facebook . NO .
    There are so many mediums out there and like we need leaders in the plc and the Co op , we also need someone to lead the interests of the B and C holders .
    The co op is lead by the active producers and milk price and how many directors they can have on the plc board and how they can get their hands on more B and C shares like they diluted on the past .


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    A lot of speakers at AGM did stand up after the show of hands failure and did question Kerry coops role since exiting milk processing and so called negotiations?? on milk price, Look its a start,Rome wasn't built in a day.the milk connection to Kerry coop is a red herring now and needs to be highlighted and dismantle the A B C structure that's only relevant to a true milk processing coop


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Maybe Barry might know if a investment holding company can even be allowed to operate a company that have a A B C tier type shareholdings which clearly is not equal if all shareholders are not allowed to attend or vote at a SHAREHOLDERS MEETING


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  • Banned (with Prison Access) Posts: 9 Doctoryes55


    There has been a few good points made just there, it's true Rome wasn't built in a day but I think we're heading in the right direction with all this

    I don't know how successful a Facebook page would be because our key demographic i.e. middle aged farmers don't use Facebook

    I do think it needs to be addressed though whether the C shareholders can be kept out of the AGM's, I highly doubt that its lawful nowadays to do so, how could we get this issue addressed even?


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    There has been a few good points made just there, it's true Rome wasn't built in a day but I think we're heading in the right direction with all this

    I don't know how successful a Facebook page would be because our key demographic i.e. middle aged farmers don't use Facebook

    I do think it needs to be addressed though whether the C shareholders can be kept out of the AGM's, I highly doubt that its lawful nowadays to do so, how could we get this issue addressed even?

    Well they'd have to be no distinction between shareholders in a company so no A B or Cs would be actually on the shareholders mix so all shareholders would be equal,there is no A B C shareholders in Kerry plc company and all shareholders can attend the plc shareholders meetings same with banks insurance companies etc, so what makes our investment holding company be allowed different rules for their shareholders


  • Registered Users Posts: 379 ✭✭popa smurf


    Anyone know any young solicitors that would be willing to come on board preferably well up in company law. They could be a movie out of this yet the share hollders versus kerry co op. Would be a great opportunity for a solicitor.


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    popa smurf wrote: »
    Anyone know any young solicitors that would be willing to come on board preferably well up in company law. They could be a movie out of this yet the share hollders versus kerry co op. Would be a great opportunity for a solicitor.

    I'm sure if there was a review of the spending of the Co op we would have plenty of solicitors working "Pro bono" to bring justice, if any, to the shareholders.
    It would be a great opportunity for a solicitor to make a big name for themselves taking on the 1.8 billion giant.

    The media side will come when they see the issues that are at play in this investment company.

    Fepper, my understanding is they can have different shareholders with different voting rights so the C's can't do anything about going to the AGM right now.
    If the B's and C's get wronged financially they can take a legal case against the Directors or co op but in terms of votes, or getting on the board there is no chance right now... Those rules are in the > 30 year old Kerry Co Op rules the board would not like to change.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Fepper, my understanding is they can have different shareholders with different voting rights so the C's can't do anything about going to the AGM right now.
    If the B's and C's get wronged financially they can take a legal case against the Directors or co op but in terms of votes, or getting on the board there is no chance right now... Those rules are in the > 30 year old Kerry Co Op rules the board would not like to change.[/QUOTE]
    Has its direction now changed now Barry,namely being a investment holding company,so are we dealing with 2 entities here,a coop and a company??,and while the rules of the coop are pretty standard,would the investment holding company have the same restrictive practices that the coop have...if a coop only,why do they state on coop annual accounts book/comic that they also trade as a investment holding company,makes no sense,so maybe it should be the investment holding company that is now holding our shares that we should be focussing on,not so much the Kerry coop


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  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Fepper, my understanding is they can have different shareholders with different voting rights so the C's can't do anything about going to the AGM right now.
    If the B's and C's get wronged financially they can take a legal case against the Directors or co op but.[/QUOTE]

    What do you mean by B and C getting wronged financially ,if still a coop share and they get back €1.25 per share ,have they been financially wronged then, they have the potential to make €480 per share I know but hopeful gains don't win a court case


  • Banned (with Prison Access) Posts: 1 PeteG7070


    Anyone see the article in the farming independent this morning? Very incisive look into what's happening at Glanbia

    Long story short the Glanbia farmers are getting an unbelievably raw deal. Their milk business is operating on a 6% margin this year, the average over the last few years is only 3% so they're selling it for double what it's realistically worth

    When Brexit happens and Glanbia is left with their 20,000 tonne of cheddar cheese I could honestly see Glanbia Co Op going totally belly up

    Just goes to show what happens when farmers get control over their co op

    Convert all the Kerry co op shares while we still have the chance


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    I wonder how are Kerry plc dividends paid out to Kerry coop,are they paid firstly in full to investment holding company and then holding company pay Kerry coop who then decide on what dividend payout should be paid to Kerry coop shareholders??......


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    I wonder how are Kerry plc dividends paid out to Kerry coop,are they paid firstly in full to investment holding company and then holding company pay Kerry coop who then decide on what dividend payout should be paid to Kerry


    What do you mean by B and C getting wronged financially ,if still a coop share and they get back €1.25 per share ,have they been financially wronged then, they have the potential to make €480 per share I know but hopeful gains don't win a court case

    The Group pay the big cheque to Kerry Co Operative Creameries Ltd which is a company in its own right separate from Kerry Group or any other company.
    Every company sets out its function or purpose and it's purpose per it's accounts is Investment Holding company.

    Group pay > €12m in dividends directly to Kerry Co Op bank account as 1 shareholder of Kerry Group.
    Our Kerry co op Directors see this €12,000,000.00 ....and decide ....... pound for me pound for Co op shareholders and pass on "surplus money after costs" as the co op dividend we get.

    On being financially wronged, if the Bs and C's own 60% of this Investment holding company and the Directors issue another 200K Patronage shares for 5 years, the B's and C's shareholding in the assets of the company has reduced and they have been financially wronged.

    They owned €1.080 billion of the co op but because the patronage shares were issued there are now 1 million more shares (4.9m shares now to share the 1.8 billion pot).
    The B's and C's asset value is now down to €.086 billion from €1.08 billion.
    The B's and C's gave €200m of their assets to the A's through directors not acting in their interests.

    Instead of the all the shares been worth €460 per share they are now worth only €367 per share as the A's got the extra 1m new shares at the cost of the B's and C's.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Good explanation there Barry thanks,just one thing,on the coop share value today would it not be worth €72.50 x 6.12 for A B C SHARES


  • Registered Users Posts: 126 ✭✭Fixture


    PeteG7070 wrote: »
    Anyone see the article in the farming independent this morning? Very incisive look into what's happening at Glanbia

    Long story short the Glanbia farmers are getting an unbelievably raw deal. Their milk business is operating on a 6% margin this year, the average over the last few years is only 3% so they're selling it for double what it's realistically worth

    When Brexit happens and Glanbia is left with their 20,000 tonne of cheddar cheese I could honestly see Glanbia Co Op going totally belly up

    Just goes to show what happens when farmers get control over their co op

    Convert all the Kerry co op shares while we still have the chance

    Cheddar cheese is part of GII not consumer foods so whether we buy this deal or not we have that risk


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    Good explanation there Barry thanks,just one thing,on the coop share value today would it not be worth €72.50 x 6.12 for A B C SHARES

    Hey. No it would be €72.5 x 4.89 for the A's B's and C's after giving away 200K for 5 years.

    We still would have 24m Group shares. There would be 4.9m Co op shares... costly for the existing shareholders if the Patronage share injustice was tried again.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    As it stands today ,do we get 6.12 or 4.89 per coop share if conversion today,I presume the 4.89 figure is going forward if a another patronage share-out was for another 5 yrs


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    As it stands today ,do we get 6.12 or 4.89 per coop share if conversion today

    6.12 if converted today. My example was merely to elaborate on the question on being wronged financially.
    A reissue of Patronage would be an example of using Co op money or shares to buy assets that are not in the interests of the majority.

    The difference with Glanbia Co-Op is their function is Dairy.
    Kerry Co Ops function is Investment Holding.
    If our shareholders bought Kerry Co Op shares based on this function, ie an Investment holding company and the Directors go off and try and buy say the Agribusiness of Kerry Co-Op there are going to be more legal actions against them.

    Glanbia Co-Op can buy the Agribusiness and Irish assets as their function is Dairy and that's their purpose.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Ok but with kerry coops option to buy back milk processing facilities,and they did,are they not changing their purpose again from investment holding company to milk purchasing company,Jekyll & Hyde type of business,are they allowed under company law I wonder to change there purpose to anything they want?Kerry Coop was already a milk purchasing company in the past BTW so they already changed their purpose from milk purchasing company to investment holding company so what's stopping them from going back to a milk purchasing company or whatever from their now investment holding company,did we pass this rule or is it a board decision


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  • Registered Users Posts: 1,303 ✭✭✭kerry cow


    I pursume they can set up a new company name and can move fund from kerry co op limited over to the new purchasing or processing company ?? As part of sister company .
    There's many ways to kill a cat than choke it with cream .


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    kerry cow wrote: »
    I pursume they can set up a new company name and can move fund from kerry co op limited over to the new purchasing or processing company ?? As part of sister company .
    There's many ways to kill a cat than choke it with cream .

    Haven't they already done that with the plc,why do it again


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    Just on the 60% B C shareholder structure in Kerry coop,we already know that the 40% A shareholders are the power brokers here as regards the coops direction is going, so we can only be followers here not leaders and its structured that way so we are not equal here and there lies the problem


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    6.12 if converted today. My example was merely to elaborate on the question on being wronged financially.
    A reissue of Patronage would be an example of using Co op money or shares to buy assets that are not in the interests of the majority.

    The difference with Glanbia Co-Op is their function is Dairy.
    Kerry Co Ops function is Investment Holding.
    If our shareholders bought Kerry Co Op shares based on this function, ie an Investment holding company and the Directors go off and try and buy say the Agribusiness of Kerry Co-Op there are going to be more legal actions against them than our Tax Exile former Billionaire could bring against our Government!

    Glanbia Co-Op can buy the Agribusiness and Irish assets as their function is Dairy and that's their purpose.

    Id say most of Kerry coop shares that were bought were when Kerry coops function and purpose was a milk purchasing company not a investment holding company so that purpose was valid and the restructuring of these shares into tiers to cater for retiring milk suppliers with coop shares (B) and inherited shares by other people(C) with the coop shareholders milk suppliers(A) being rightly having the power in the operation of working milk coop for the benefit of the milk suppliers for a better milk price,my grief is with Kerry coop can continue to be let use shareholder definitions now with a different company status namely a investment holding company and not a milk purchasing company which I feel is wrong ,previous milk suppliers to Kerry coop rightly now should be ordinary shareholders like you and me with no special status and are basically the same as us shareholders so we should all be equal from a Kerry coop point of view and the status of AGM would also have to take this into account as well where ALL shareholders can attend the investment holding company's AGM


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    Id say most of Kerry coop shares that were bought were when Kerry coops function and purpose was a milk purchasing company not a investment holding company so that purpose is still valid and the restructuring of these shares into tiers to cater for retiring milk suppliers with coop shares and inherited shares by other people with the still coop shareholders milk suppliers being rightly having the power in the operation of working milk coop,my grief is with Kerry coop carrying on these conditions with a different company status namely a investment holding company which I feel is wrong ,previous milk suppliers to Kerry coop rightly now are ordinary shareholders like you and me with no special status and are basically the same as us B and Cs so we should all be equal from a investment point of view now only and the status of AGM would also have to take this into account as well where ALL shareholders can attend the investment holding company's AGM

    I'm with you. If some of the A's decide to invest in the milk processing post conversion of the Kerry Co-op Investments Ltd then that is also their right.
    Why leave 1.8 billion tied in a company that is benefitting nobody today.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    I'm with you. If some of the A's decide to invest in the milk processing post conversion of the Kerry Co-op Investments Ltd then that is also their right.
    Why leave 1.8 billion tied in a company that is benefitting nobody today.

    But that's the problem here,if we are a investment holding company now with shareholders, A B C shareholdings shouldn't even exist if its for investment reasons only....


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    But that's the problem here,if we are a investment holding company now with shareholders, A B C shareholdings shouldn't even exist if its for investment reasons only....

    I would agree. Worth mentioning at the AGM.


  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    I would agree. Worth mentioning at the AGM.

    I'm looking at it from all shareholders interests including Cs ( as thats the current status ye have until its removed) can attend the AGM as should be your right as a shareholder to be involved in any decisions on your current shareholding in Kerry coop and full conversion obviously the preferred option!!........


  • Banned (with Prison Access) Posts: 452 ✭✭BannerBarry


    fepper wrote: »
    I'm looking at it from all shareholders interests including Cs ( as thats the current status ye have until its removed) can attend the AGM as should be your right as a shareholder to be involved in any decisions on your current shareholding in Kerry coop and full conversion obviously the preferred option!!........

    Without the C's being allowed vote and attend the AGM the so called Co op are reminiscent of South Africa segregation of Rugby players based on colour in the 1980's...

    Our co op rules go further back than the 1980s.
    The world has came a long way since the 1980s...
    We need our co op rules to move to the 21st century now also...... or a Nelson Mandela to lead Kerry Co Op in the right direction.


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  • Closed Accounts Posts: 2,434 ✭✭✭fepper


    If


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