The chair of Kerry Co-op has said that he envisages a Special General Meeting (SGM) on the share redemption scheme will be held in June.
In a letter to shareholders this week, Denis Carroll noted that a group of shareholders had recently called for the SGM to vote on the adoption of a special resolution relating to the share redemption scheme.
Last November, the group of shareholders, who are concerned about a potential joint venture with Kerry Group, submitted around 1,200 shareholder signatures who wanted the meeting to take place.
The group wants a conversion rate for their shares of one to 5.9 plc shares to be added to the co-op’s rulebook.
This would ringfence the majority of the co-op’s share capital and require the board to seek shareholder approval for any major investment.
Kerry Co-op is the largest shareholder in Kerry Group with an 11.4% stake in the company worth around €2 billion.
In April 2021, talks between Kerry Co-op and Kerry Group on a potential dairy business deal were suspended after over 18 months of discussions.
Kerry Co-op
In his letter this week, Denis Carroll informed Kerry Co-op shareholders that the Irish Co-operative Society (ICOS) had identified “a number of technical issues rendering the proposed resolution as invalid”.
“Both from a legal and a governance perspective, we, as a group of responsible board directors, cannot hold a meeting on this basis.
“However, as we fully acknowledge that some shareholders have legitimate concerns, this board is fully committed to dealing with the matter as a priority
“As an elected board of directors, we represent all shareholders of Kerry Co-op. Our primary focus is to now address these issues so that we can move forward,” the co-op chair said.
The co-op directors recently held a “productive” meeting with the group of concerned shareholders.
SGM
Carroll said that ICOS and the co-op’s legal advisors are currently working on a proposed resolution to address the matter.
Once the wording has been finalised, it will then be communicated to the co-op’s advisory groups in April.
“We envisage that an SGM will be held in conjunction with our Annual General Meeting (AGM) on June 21.”
Carroll said that he wanted to reassure shareholders that the board “is committed to engaging with all shareholders on the future direction of Kerry Co-op”.
“The board will not make any fundamental decisions without the prior approval of our shareholders,” he said.
Co-op secretary
The letter to shareholders also confirmed the appointment of Lorraine Mulvihill as acting company secretary for Kerry Co-op.
This follows the announcement that Thomas Hunter McGowan will leave his position on February 25.
Hunter McGowan joined Kerry Co-op in October 2017 as company secretary and took on the role of chief executive officer in 2019.