The McCann family, once synonymous with Fyffes, are pursuing a plan to take Balmoral International Land fully private, in a deal that will see the total stake of vehicles controlled by them close to 80 per cent.
Balmoral, which has traded on a grey market operated by stockbroking firms since it was delisted from the Dublin stock exchange in 2011, issued a circular to shareholders last week saying it planned a mandatory buyback of stock held by investors holding fewer than 25,000 shares. They account for a combined 22.4 per cent stake in the company.
The deal is being priced at €10.50 a share, representing a 110 per cent premium to where it last changed hands on the grey market in November, before stockbrokers stopped facilitating trades due to the burden of paperwork. There is also no realistic prospect of it rejoining the stock market “within any foreseeable time frame”, the company added.
However, the price is only 56 per cent of Balmoral’s €18.72 reported net asset value per share as of the end of June.
The buyback will cost €18 million in total – equating to the company’s current net cash position. It will increase direct McCann family stakes and indirect holdings, through vehicles they control, to a combined 79 per cent from just over 61 per cent currently.
Balmoral said it had an “unusually large number of shareholders” for a small company, with nearly 5,000 investors – or 95 per cent of the total – holding fewer than 500 shares.
Many of the stakes are small and had already been uneconomical to trade for some time.
“The company continues to receive enquiries from shareholders who are keen to understand how they can unlock the value in their shares now that there is no active market in the company’s shares,” Balmoral chairman Carl McCann said in the document.
“Having returned cash of €2.6 million to shareholders in 2023 and following further property sales this year the group is now in a net cash position, and on 30 September 2024 had gross cash of €47.5 million which is offset by debt of €29.5 million, giving net cash of €18 million.”
An extraordinary general meeting to approve the matter will be held on November 21st in the Dublin offices of the company’s solicitors, Arthur Cox. However, this will be a mere formality, as 80.4 per cent of shareholders have already given “irrevocable undertakings” to vote in favour of the transaction, Balmoral said.
The company was originally named Blackrock International Land when it was spun out by Fyffes in 2006 as a separate publicly-quoted.
It was delisted in 2011 following a slump in its share price during the property crash, but continues to have thousands of legacy shareholders that have remained on board since the stock market exit.
The McCann family sold their decades-old shares in Fyffes in 2017 to Japanese conglomerate Sumitomo. The Tokyo-based firm subsequently sold the 30 per cent interest in Balmoral it inherited to a vehicle led by the McCanns.
Mr McCann is also executive chairman of Dole Plc, the Irish-based but New York-listed fresh produce company created in 2021 through the merger of Dole Foods with former Total Produce. Dole and Fyffes are among Balmoral’s main tenants.
The fair value of Balmoral’s investment assets, comprised of industrial and warehouse buildings, offices and mixed-use land, edged up to €146.3 million in June from €138 million in December, the company disclosed in the circular.
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