EQS-Ad-hoc: Tirlán Co-operative Society Limited / Key word(s): Miscellaneous NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") (OR TO U.S. PERSONS (AS DEFINED BELOW)) (OTHER THAN TO QIBS (AS DEFINED BELOW)), CANADA (EXCEPT TO "ACCREDITED INVESTORS" AND "PERMITTED CLIENTS", EACH AS DEFINED BELOW), AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
1 October 2025
RESULT OF SECONDARY SHARE SALE
Further to the announcement released on 30 September 2025 in relation to a proposed secondary sale of ordinary shares (the "Equity Placement") in Glanbia plc (the "Company"), Tirlán Co-Operative Society Limited (the "Co-op" or " Tirlán") announces it has sold in aggregate 17,000,000 ordinary shares (the "Equity Placement Shares") at the price of €13.55 per share, raising aggregate gross proceeds of approximately €230,350,000.
Tirlán intends to use the proceeds from the Equity Placement to finance the concurrent repurchase of its outstanding €250,000,000 1.875 per cent. Secured Exchangeable Bonds due 27 January 2027 (ISIN: XS2436579978) (the "Bonds"), as specified below. The Bonds provided valuable funding to enable the Co-op to acquire full ownership of what is now Tirlán. Following this transaction, Tirlán remains the largest equity investor in Glanbia plc and continues to be a strong supporter of its strategy.
The Equity Placement Shares represent approximately 7% of the Company's share capital. Tirlán will hold approximately 43,549,029 ordinary shares in the Company following completion.
Goodbody Stockbrokers UC ("Goodbody") and J&E Davy ("Davy") are acting as joint global coordinators and joint bookrunners in connection with the Equity Placement (Goodbody and Davy together the "Joint Global Coordinators"). Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux S.A. ("Rabobank-Kepler Cheuvreux") will act as joint bookrunner in connection with the Equity Placement (together with Goodbody and Davy, the "Joint Bookrunners").
The Issuer has agreed to a lock-up in respect of its shares in the Company ending 90 days after the settlement date of the Equity Placement, subject to waiver by the Joint Bookrunners.
The trade date for the Equity Placement will be 1 October 2025 and settlement is expected to occur on 3 October 2025.
Enquiries:
IMPORTANCE NOTICE This announcement does not constitute an offer to sell or issue or a solicitation of an offer to purchase, subscribe for or otherwise acquire the Equity Placement Shares in the United States or any other jurisdiction in which such offer or sale would be unlawful. The Equity Placement Shares have not been and will not be registered under the Securities Act or the laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to or for the account or benefit of any U.S. Persons (as defined below), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Equity Placement Shares will be offered and sold outside the United States in compliance with Regulation S and may be offered in the United States solely to QIBs pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This announcement may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the Equity Placement Shares described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. There has been and will be no public offering of the Equity Placement Shares in the United States.
No prospectus or other offering document has been or will be submitted to any regulatory authority in relation to the Equity Placement and the commitments of investors or placees procured by the Joint Bookrunners will be made solely on the basis of publicly-available information. No action has been taken by any person that would permit an offering of the Equity Placement Shares or the distribution of any offering material relating to the Equity Placement Shares in any jurisdiction where action for that purpose is required. Accordingly, the Equity Placement Shares are not being and may not be offered, sold, resold or delivered, directly or indirectly, in or into any such jurisdiction. This announcement has been provided for your information and is subject to amendment. Neither this announcement nor anything contained herein, shall form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever.
This is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or otherwise, shall be conducted subject to contract.
The information in this announcement does not purport to be comprehensive and has not been independently verified by the Joint Bookrunners, any of their respective group undertakings or affiliates or any of their respective members, directors, officers, employees, agents or affiliates. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Bookrunners or by any of their respective members, directors, officers, employees, agents or affiliates as to or in relation to the accuracy, completeness, correctness or sufficiency of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed. The information contained in this announcement is subject to change without notice and may not contain all material information relating to the products, investment and transaction referred to herein. None of Tirlán, the Joint Bookrunners nor any of their respective group undertakings or affiliates give any undertaking to provide the recipient with access to any additional information or to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect to amend or terminate the proposals described herein.
Any prospective investor in the Equity Placement Shares referred to in this announcement should proceed on the assumption that it must bear the economic risk of an investment in the Equity Placement Shares. None of Tirlán, the Company or the Joint Bookrunners makes any representation as to (i) the suitability of the Equity Placement Shares for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of investing in the Equity Placement Shares or (iii) the future performance of the Equity Placement Shares either in absolute terms or relative to competing investments.
Copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from the United States (or to or for the account of U.S. Persons), except unless to or from a QIB, or any other jurisdiction in which such mailing would be illegal, or to publications with a general circulation in those jurisdictions, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States (or to U.S. Persons), except unless to or from a QIB, or any other jurisdiction in which such mailing would be illegal or to publications with a general circulation in those jurisdictions.
Each of Goodbody Stockbrokers UC, J & E Davy and Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux S.A. is acting exclusively for Tirlán in connection with the Equity Placement and no one else and will not be responsible to anyone other than Tirlán for providing the protections afforded to its clients nor for giving advice in relation to the Equity Placement or any other matter referred to herein.
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland. In the UK, Goodbody is also subject to regulation by the Financial Conduct Authority. Goodbody is a member of the group of companies headed by AIB Group plc.
J & E Davy Unlimited Company, trading as Davy, is authorised and regulated in Ireland by the Central Bank of Ireland, authorised and regulated in the United Kingdom by the FCA, and is a member of Bank of Ireland Group.
Coöperatieve Rabobank U.A. has its statutory seat in Amsterdam and is registered with the Dutch Chamber Of Commerce under number 30046259. Coöperatieve Rabobank U.A. is authorised by the Dutch Central Bank (De Nederlandsche Bank), regulated by the Netherlands Authority for the Financial Markets (Authoriteit Financiële Markten, AFM) and subject to limited regulation in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority in respect of its UK activities.
Potential investors who are in any doubt about the contents of this announcement should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.
EEA Restrictions and Deemed Investor Representations
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to, and directed in, member states of the European Economic Area (the "EEA") (each, a "Member State"), at persons who are "qualified investors" within the meaning of Regulation 2017/1129, as amended (the "EU Prospectus Regulation") ("EEA Qualified Investors"). Each person in a Member State who initially acquires any Equity Placement Shares or to whom any offer of Equity Placement Shares may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Equity Placement Shares that are located in a Member State will be deemed to have represented, acknowledged and agreed that it is an EEA Qualified Investor.
UK Restrictions and Deemed Investor Representations
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to, and directed in, the United Kingdom (the "UK"), at persons who are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") ("UK Qualified Investors"). Each person in the UK who initially acquires any Equity Placement Shares or to whom any offer of Equity Placement Shares may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Equity Placement Shares that are located in the UK will be deemed to have represented, acknowledged and agreed that it is a UK Qualified Investor.
In addition, in the UK, this announcement is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on in the UK by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons in the UK and will be engaged in only with relevant persons in the UK.
Canada Selling Restrictions and Deemed Investor Representations
This announcement, as it relates to the Equity Placement, and the Equity Placement when made, are only addressed to purchasers purchasing, or deemed to be purchasing, as principal that are Accredited Investors, as defined in National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or Subsection 73.3(1) of the Securities Act (Ontario) (The "OSA"), and are Permitted Clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions And Ongoing Registrant Obligations ("NI 31-103"). Each person in Canada who initially acquires any Equity Placement Shares or to whom any offer of Equity Placement Shares may be made will be deemed to have represented, acknowledged and agreed that it is a person purchasing, or deemed to be purchasing, as principal that is an Accredited Investor, as defined in NI 45-106 or Subsection 73.3(1) of the OSA, and a Permitted Client, as defined in NI 31-103.
Tirlán and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements, and agreements.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
End of Inside Information 01-Oct-2025 GMT/BST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Tirlán Co-operative Society Limited |
| Abbey Quarter | |
| R95 DXR1 Kilkenny | |
| Ireland | |
| Phone: | +353862500205 |
| E-mail: | gordonmurphy@tirlan.ie |
| Internet: | www.tirlan.com |
| ISIN: | XS2436579978 |
| WKN: | A3K1FZ |
| Listed: | Regulated Unofficial Market in Frankfurt |
| EQS News ID: | 2206472 |
| End of Announcement | EQS News Service |
2206472 01-Oct-2025 GMT/BST
