MAJOR PROBLEM Kerry Group Old Shares

BannerBarry

fepper wrote: »

But Barry those questions you posed is still kinda accepting that Kerry coop should be working for us but with a noose around our neck,its very existence at this stage is killing conversion

Undoubtedly you are correct. We know the problems that exist and we want a 100% conversion but when only a few shareholders are brave enough to ask for what we want why would the Kerry Co Op Directors convert the shares?
All previous conversions I believe were not initiated or driven forward by the co op Directors.

What do you feel is the best approach to getting our shares converted?

fepper

BannerBarry wrote: »

Undoubtedly you are correct. We know the problems that exist and we want a 100% conversion but when only a few shareholders are brave enough to ask for what we want why would the Kerry Co Op Directors convert the shares?
All previous conversions I believe were not initiated or driven forward by the co op Directors.

What do you feel is the best approach to getting our shares converted?

Question their role now as they were not set up by original shareholders for the purpose they are now trading as?I wonder what are glanbia coop trading as in their yearly accounts,I don't know Barry why all the last conversions and I'd say they were board led,don't think farmers demanded them but still had power to accept or reject ,last generation seemed to accept honesty of board and let them make the decisions for better or worse,our generation are less trusting of their actions

BannerBarry

fepper wrote: »

Question their role now as they were not set up by original shareholders for the purpose they are now trading as?I wonder what are glanbia coop trading as in their yearly accounts,I don't know Barry why all the last conversions and I'd say they were board led,don't think farmers demanded them but still had power to accept or reject ,last generation seemed to accept honesty of board and let them make the decisions for better or worse,our generation are less trusting of their actions

Glanbia Co-Op purpose is "Dairy", definition on this I do jot fully know but anyone that sees this have to understand they have a different purpose than Kerry co-op.
Our Directors seem to think they have a similar purpose but this is not their function.

When you keep a group poor the group will do whatever you want when they see the riches...
If fellas were given a vote today of a 10% conversion if they would support something rediculous most would go for it I would think.
We know all would vote for a 100% conversion but our greedy top brass are unlikely to dangle that carrot in front of them.

kerry cow

The meetings due to be held in kerry next week are a invitation from kerry plc to outline their present and future growth and development .
It's not a co op meeting .
Who decides on a co op share conversion ??
Is it the plc or the co op or both ???

BannerBarry

kerry cow wrote: »

The meetings due to be held in kerry next week are a invitation from kerry plc to outline their present and future growth and development .
It's not a co op meeting .
Who decides on a co op share conversion ??
Is it the plc or the co op or both ???

It's not a co op meeting but from historic meetings in Limerick the Co op and it's interests can be discussed.
Last year in Killarney the endless Co op "Strategic Review" was discussed and it allegedly got nasty between John O'C and the Co op board memebers.
It's well worth going and putting questions about the Co Op to the Co op board also.

The CEO historically decided on the Conversion... This was Stan McCarthy of Kerry Group.
Now there is no CEO and the board than announced Brian Lesley as CEO and he subsequently turned down the position per the IFJ look severely incompetent to hire an employee let alone run a €1.8bn holding company or decide to do a conversion

fepper

kerry cow wrote: »

The meetings due to be held in kerry next week are a invitation from kerry plc to outline their present and future growth and development .
It's not a co op meeting .
Who decides on a co op share conversion ??
Is it the plc or the co op or both ???

The coop shareholders id say, if demanded at AGM,the plc dividends paid to coop board are based on 6.12 plc shares per coop share held by the board on our behalf only so technically its only the coop board is the only obstacle otherwise we would be directly getting the dividends paid to us,so the board own the plc shares as it stands today and we own the coop share,coop shareholders control the board in theory so we have to work from there!.....

fepper

Barry,in reality are our coop shares gone and now full plc shares if the only dividend that is paid is from Kerry group plc,they are part of Kerry plc share register total as plc shares so a conversion would not add any more plc shares to the system as they have already been issued,it would have to be a Registered plc share with the plc to qualify for a dividend payment?......and registered beneficial owners named on the cert I know Would Be our investment holding company

BannerBarry

fepper wrote: »

Barry,in reality are our coop shares gone and now full plc shares if the only dividend that is paid is from Kerry group plc,they are part of Kerry plc share register total as plc shares so a conversion would not add any more plc shares to the system as they have already been issued,it would have to be a Registered plc share with the plc to qualify for a dividend payment?......

If I read your post correctly there would be no impact on the Group shares if the Co op shares were all converted. He Group have 176m shares in circulation and the co op own 24m of these.
In a 100% conversion the Co op shares would be torn up and the 13000 shareholders would get on average 1,850 kerry plc shares.
The dividend would be paid out in full to the former Co op shareholders to the new Kerry Group PLC shareholders and the Group woild not have to then pay the dividend out to the co op.
It would be a significantly more efficient process and we would get way more as a dividend each year

fepper

The dividends payment wouldn't do a lot around the farm thats for sure so after 10 months on this thread,are we any way nearer to conversion or will they just continue to drip-feed us our dividends as before

BannerBarry

fepper wrote: »

The dividends payment wouldn't do a lot around the farm thats for sure so after 10 months on this thread,are we any way nearer to conversion or will they just continue to drip-feed us our dividends as before

Well if they are not reminded we want the shares converted then why would they do themselves out of a job?
Will most of these Directors pick up €15k plus expenses plus trips to the likes of Amsterdam all paid from anywhere else if the shares are converted?

If they are not constantly reminded of the shareholders intentions for our shares then they are likely never to want to convert

fepper

BannerBarry wrote: »

Well if they are not reminded we want the shares converted then why would they do themselves out of a job?
Will most of these Directors pick up €15k plus expenses plus trips to the likes of Amsterdam all paid from anywhere else if the shares are converted?

If they are not constantly reminded of the shareholders intentions for our shares then they are likely never to want to convert

Hopefully a big shareholder revolt against the board directors at all the meetings coming up,I think we've laid out the facts here as best we could....no sheep allowed!!and maybe a added incentive to our promising militant shareholders is a tour of Amsterdam with you as tour guide banner

kerry cow

This clause 701 .when does that expire?? I this any exemption from taxes should be fully utilised a d publicised .

fepper

kerry cow wrote: »

This clause 701 .when does that expire?? I this any exemption from taxes should be fully utilised a d publicised .

Its the Kerry Coop Board that should fully know about the 701 status for its shareholders,and hopefully they would be truthful in their answers,otherwise this dogfight could go on for years

kerry cow

When is the next co op agm .?
And who is steering the ship ??

fepper

June, Mundy Hayes I presume,our chairman

BannerBarry

kerry cow wrote: »

This clause 701 .when does that expire?? I this any exemption from taxes should be fully utilised a d publicised .

I agree the 701 should be utilised 100%. We are entitled to it and should maximise it's benefits.
Without a 701 there are many other options to ensure we only pay cgt so do not let the board this year frighten everyone into a few more years of doing nothing over 701.

If we have the 701 again, we should used it 100% as it would be gone if we have less than 50% of shareholders that derive their income from farming going forward we may not be entitled to it

fepper

Barry,would you be able to list out the other options so we can fire them up to the top table and make them anxious that not all of us are sheep shareholders( closer to agm will do)

BannerBarry

fepper wrote: »

Barry,would you be able to list out the other options so we can fire them up to the top table and make them anxious that not all of us are sheep shareholders( closer to agm will do)

I'm no expert here but these are a few that came up.
Options 2 and 4 are the best I think.

1) Kerry Group PLC take over Kerry Co Op and offer Kerry Co Op shareholders 6.117 Group shares as payment.
We would be taxed at 33% when we sell our Group shares here and nothing when the takeover happens.

2) There is some tax restructuring relief for companies that own more than 5% of the other company.
We can avail of this of they convert all the shares. We only pay cgt when we sell the Group shares we get.

3) We get taken over like say Fyffes were. CGT on what we get for the company... ~ €460 per share.

4) Liquidate Kerry Co Op Creameries Ltd. We pay cgt at 33% on the money we get.

fepper

So Barry number 4 is CGT on liquidation taken on the day,cos CGT going down to 30% in 2019, that would be acceptable,you wouldn't be liable again if share price doubled after liquidation and you sell your remaining shares or would you? Or is this cash only all shares sold

BannerBarry

fepper wrote: »

So Barry number 4 is CGT on liquidation taken on the day,cos CGT going down to 30% in 2019, that would be acceptable,you wouldn't be liable again if share price doubled after liquidation and you sell your remaining shares or would you?

I don't know if cgt is going down in 2019?
The liquidation option I'm not 100 sure on. I think they can take out their Group shares and you pay cgt when you sell the Group shares.
The good thing about liquidations is its cgt not income tax.

The second option is the best and needs to be pushed strongly. I think this is it below.
If not its some section like this.

"Reliefs provided by Section 586 TCA 1997 (Company amalgamations by exchange of shares) and Section 587 TCA 1997 (Company reconstructions and amalgamations). It also deals withSection 624 TCA 1997 (exemption from charge under Section 623 TCA 1997 which provides for liability where a company ceases to be a member of a group) in the case of certain mergers. The article will be of benefit to those practitioners who deal with company reconstructions and amalgamations.

Company Amalgamations by Exchange of Shares (Section 586 TCA 1997)

Where a company issues shares in exchange for shares of another company, the exchange is treated as if the two companies were one and the same company and the exchange of shares was a reorganisation of its share capital.
Thus, the exchange is not a disposal for capital gains tax purposes.

The section applies only where the company issuing the shares or debentures has or, in consequence of the exchange, will have control of the other company, or makes the issue as a result of a general offer to members of the other company."

fepper

CGT is coming down 1% per year until it comes down To 30%,not too sure when its starting though

BannerBarry

fepper wrote: »

CGT is coming down 1% per year until it comes down To 30%,not too sure when its starting though

Thanks Fepper. I didn't know this.
The restructuring relief they can get has to be mentioned to the Co op Directors so they can't hide behind the 701 if they are still using this as an excuse not to convert shares.

fepper

Sorry Barry,I could be mistaken on CGT,its dirt tax thats coming down

BannerBarry

Lads, will we have representation at any of the meetings over the next few nights for Kerry Agribusinesses current and past milk suppliers?
Historically our investment holding company has been discussed in the context of the never ending Strategic Review etc.
The meetings are in Killarney Plaza Hotel tonight 8pm, Listowel Arms tomorrow night and South Court Hotel Limerick on Wednesday night.

All those invited should certainly attend and voice their concerns and heard what's going on in terms of milk and any other discussions that lead into the Investment Holding company Kerry Co Op.

fepper

I'm sure kerrycow will be at the Killarney meeting being a milk supplier,he will give a update tomorrow I hope

BannerBarry

Plastics and environmental services and plastics operator One51 has reported higher earnings and revenues for last year on the back of strong organic growth.

One51 said its earnings for the year to the end of December rose by 53% to €55.2m while annual revenues grew by 18.6% to €433.9m. 

Profits before exceptional items jumped by 57.9% to €17.9m.

The company said its results were also boosted by a full year contribution from IPL, its North American plastic division.

One51 said today it would divest itself of its environmental-services operations, both in Ireland and in the UK. 

kerry cow

I haven't been following all the co op and one 51 investment but it seems crazy that our board took it in their wisdom to invest our money in a company other than kerry plc .
When did this first take place ?
Who advised it
Who approved it
Was it in Buckley , mc carthy era ???

fepper

I think most of the co-ops at the time invested in one51,why I dunno but as banner posted there it wasn't a black hole so investment salvageable I'd say

kerry cow

Agree fepper but it's shocking how they can do want they want with our money .If they invested in the banks it would be gone now .
Our co op needs to cash in and move on .bar the motivation of a board salary and expenses there ain't much to be achieved by its existence .
Like everything in life nothing changes until it's decided action needs to be taken .speaking of the sleeping shareholders

fepper

The facts have been laid out on this forum,so your right it is now up to the shareholders to keep this coop going or not