Three years ago, shares in FBD Holdings plc rallied nearly 10%, when Norwegian insurance company Protector Fossikring announced it had bought 6.3% of the company.

The Oslo firm’s stake in FBD rose as high as 10.2% in January 2022, before the company changed tactic and started selling shares – possibly because it had made substantial capital gains on the investment. It bought the shares between €7 and €9 each, and started selling when the price topped €10. Between February 2022 and July 2023, the firm reduced its holding to less than 6% of FBD’s outstanding shares.

As it was selling those shares, other investors, such as Sretaw Private Equity, were building their stake in the company – so there was an easy market of willing buyer and seller. It is worth noting that despite being a company with listings on both the Dublin and London stock exchanges, FBD shares tend to trade very little. This can create problems for brokers, because if a holder wishes to dispose of a large number of shares into an illiquid market, it could lead to a significant price drop.

Therefore, brokers, in this case Davy, have the job of matching buyers and sellers to get a deal done. In August of last year, with shares trading around €13 each, a new buyer arrived on the scene – the FBD Trust.

The FBD Trust had existed since 1974 and is a company limited by guarantee (CLG). A CLG is an entity which has no share capital and no shareholders, and generally exists for charitable purposes. Objectives of the company were listed as “the advancement and improvement of farming and rural and urban living standards within or outside the State through supporting [a range of objectives generally focused on agriculture]”.

In August of 2023, the Trust amended its constitution to identify itself as a “not-for-profit organisation” and added a clause to its memorandum of association which states one of its objectives is “working in partnership with FBD Insurance plc, to complement its insurance business, for so long as the Company is satisfied that FBD Insurance plc’s objectives and policies are aligned with the Company’s own objectives”.

What does that mean? Well, in practice, it seems to mean that FBD Trust would start buying more shares in FBD plc.

For years, the Trust has held ordinary and preference shares in the plc. The number of ordinary shares had been stable at exactly 2,984,737 since at least 2014 – as far back as the number is available from FBD annual reports.

The Trust voted through the change in its memorandums of association on 16 August last year and almost immediately started adding to its shareholding of the plc. According to a stock exchange announcement, the following day, on 17 August, the Trust increased the number of ordinary shares it held in FBD plc to 3,432,019. Perhaps coincidentally, on the same day, Protector Forsikring announced it had reduced its shareholding in FBD plc by more than 400,00 shares to drop its holding to less than 5%.

By the end of 2023, the Trust had further increased its ownership of FBD plc shares to 3,732,019 shares, meaning it now owned more than 10% of the outstanding number of ordinary shares. Meanwhile, Protector Forsikring’s shareholding ended the year at 4.25% of ordinary shares, holding just over 1.5m.

On 8 March of this year, FBD plc announced its full-year results for 2023 and included in that the announcement of a €4m share buyback scheme. It completed that purchase four days later on 12 March, purchasing 316,200 ordinary shares at €12.65/share. Again, perhaps coincidentally, on the same day Protector Forsikring announced that it had reduced its shareholding in the plc by 342,000 and now held 2.73% of the total outstanding shares of the company, at just over 1.1m.

Significantly, as Protector Forsikring no longer owned more than 3% of the company, it is no longer obliged to report its holdings under stock exchange rules, so we have no further direct reports of its shareholding in the company since.

On 2 April, FBD Trust entered two separate loan agreements with Oak Corporate Credit DAC, a corporate credit fund backed by both the European Investment Bank and the Ireland Strategic Investment Fund, in which the Trust borrowed money, putting forward its holding of shares and bonds issued by FBD plc as collateral.

It then used that money to buy a further 2.25% of the shares of FBD plc. Details from a stock exchange announcement on 5 April show this purchase was made on Thursday, 4 April. The trade was logged on the Dublin stock exchange as an “off book” trade, meaning it was conducted between two parties, also known as an “over the counter” trade, where the stock exchange is only informed by the broker that the trade has taken place after the deal has been done.

Data from the exchange published on the day shows that in a single trade 911,282 shares changed hands at a price of €12.80 each. That means that FBD Trust spent €11.66m buying FBD plc shares in this one trade.

The trade was logged 10 minutes after normal market trading closed, with the closing price on the exchange on that day set at €13.45 – meaning FBD Trust did get a discount on the shares they bought.

It also means that FBD Trust has, in the eight months since it voted on its rule change, increased its holding of ordinary shares in FBD plc from 2,984,737 to 4,643,301. With shares trading at €13.50 on the Dublin market, this stake is valued at over €62m.

When contacted by the Irish Farmers Journal, FBD plc said they do not comment on trading in its shares. It further said that FBD Trust is an independent, not for profit entity, so FBD plc cannot comment on its behalf. FBD plc would not comment on its share buyback scheme, other than to say the programme was conducted by its broker Davy. FBD plc also could not confirm whether Protector Forsikring had further sold down its shareholding.

FBD Trust said that its board is committed and resolved to maintain its position as an original and strategic shareholder of FBD plc. It added that “as a block of shares in FBD Holdings plc became available recently, the Trust arranged a short-term finance facility to acquire those shares”.

The Trust added that it utilises the services of independent investment advisers and that all investment decisions are approved by the board of the Trust. It added that it “is committed and resolved to maintain its shareholding and will not be disposing of shares”.


First thing to say here, is that many argue that you never borrow money to invest in shares. Investing is a risky business and even the smartest trader can get things wrong.

As to why FBD Trust borrowed money to buy shares, that remains a mystery. Why it wanted to add to its shareholding now, after having maintained a steady holding for years, is also unclear.

If the Trust is not going to ever sell any of these shares, then it will have to rely on its cashflow to pay down the debt. The cashflow from the 4,643,301 shares it currently owns will be €1/share in the coming months, as that is the dividend declared by FBD. The Trust also owns just over 2m 8% preference shares in FBD, which also provide some cash.

Putting that cash towards repaying debt will mean there will be less money in the short term for the Trust to engage in its charitable activities.

If this investment works out well for the Trust and FBD plc continues to pay dividends in the future, then it may well lead to a larger pool of cash for charitable activities in the longer term.

However, until the debt is repaid, that remains a risk for the Trust.