Donegal Investment Group plc (“DIG" or the “Company”)
18 October 2017
The Company announces today that a settlement of the shareholder oppression claim the Company took has been reached between DIG and the majority shareholders of Elst Unlimited Company (“Elst”) (the “Settlement”), Elst being the holding company of the Monaghan Mushrooms business (“Monaghan”). Pursuant to the Settlement, the Company agreed to sell its 30% shareholding in Elst (the “Shareholding”) to the majority shareholders in Elst subject to shareholder approval of the DIG shareholders being received at an extraordinary general meeting ("EGM") (the “Share Sale”).
The total consideration payable pursuant to the Share Sale shall be €45,000,000 plus a variable amount expected to be between €400,000 and €500,000. Completion of the Share Sale is expected to occur on or prior to 15 February 2018. As the Settlement is subject to approval of the shareholders of the Company in general meeting, an EGM will be convened in due course, to take place on or prior to 15 December 2017. The consideration payable pursuant to the Share Sale comprises an initial payment on completion of €41,000,000 plus an amount of additional consideration expected to be between €400,000 and €500,000 depending when the Share Sale completes (the “Additional Consideration”), in each case payable on completion of the sale of the Shareholding. The Share Sale also provides for two non-conditional deferred payments as follows:
(a) €2,000,000, to be paid on or before 15 February 2019; and
(b) a further €2,000,000, to be paid on or before 15 February 2020,
bringing the total consideration payable pursuant to the Settlement to in excess of €45,000,000.
Following completion of the Share Sale, the Company will no longer hold its interest in Monaghan as “an asset held for sale”.
The Company will announce, in due course, details with respect to the convening of an EGM to consider and vote on the Settlement.
Donegal Investment Group PLC, Ballyraine, Letterkenny, Co Donegal
Main Office: 353 (0) 749121766| Fax: +353 (0) 749128363