NTR chief Tom Roche keeps eye on emergency exits at agm

He might have lost the support of some NTR shareholders recently but chairman Tom Roche has at least retained a certain sense of humour.

Just after 10am yesterday, Roche opened NTR’s agm in the Conrad hotel with a housekeeping item. “I would ask you to note the emergency exits,” he said. “In the event of an emergency, you can follow me running out.”

There must have been a few times during yesterday’s agm when Roche felt like doing a runner such was the discord over strategy and his stewardship.

To recap, NTR plans to spend €50 million to co-invest in wind projects in Europe. It is also reviewing its wind assets in the United States, a move that could lead to their sale.

This follows months of wrangling behind the scenes between its three main shareholders – Woodford Capital, a Roche family investment vehicle that owns 38 per cent of NTR; One51, which has a 23.6 per cent stake; and Pageant Holdings, which owns close to 10 per cent.

One51 and Pageant want to cash out of NTR and believe the €1.60 share price grossly undervalues the business. They want the US wind assets sold now and for Woodford to tender for their shares.

Roche said NTR could complete a sale of its US wind assets subject to “achieving a satisfactory price and terms”. This could then result in an “opportunity for an additional liquidity event for all our shareholders”. He added that the board of NTR “remains committed” to its plan to invest in EU wind assets.

After company presentations that went on for 59 minutes, the chairman invited questions from shareholders.

Barry Devereux, representing One51, was the first of eight shareholders to air opposition to the current strategy. He said NTR's assets had reduced by almost €1 billion since 2007 with One51 suffering a cumulative impairment loss of €260 million on its investment.

‘High-risk strategy’

“What right does NTR have to proceed to spend shareholder funds on another high-risk strategy?” he asked, before wondering if anyone had the “stomach and patience” for its investment in EU wind assets.

“Let’s be clear – we have never supported this strategy, since it was first suggested back in February 2013,” Devereux said.

Pageant representative Brian Gilligan outlined its "grave concerns about poor corporate governance practices and apparent conflicts of interest".

He alleged that the executive directors of NTR “appear to adhere to a Woodford agenda without divergence and ... are seamlessly joined together”. Gilligan also questioned the “extraordinary remuneration [for executives] given the poor business performance” of the group.

David Meagher said that "time is up" for NTR. "The assets should be sold and the money should be returned to shareholders. The board knows what the right thing to do is," he added.

Chaotic manner

After 2½ hours of rancour, the agm broke up in a slightly chaotic manner.

Accountant John McStay, who was representing a trust, enquired about the purpose of resolution nine to allow NTR “allot relevant securities” under certain circumstances.

After much huffing and puffing by NTR representatives, McStay said he was none the wiser as to the reason for it seeking this permission. “I can’t explain why we want it,” said Roche. “There’s no point in me telling your otherwise.”

One51 then called a poll on the resolution. After a short break, Roche returned to say that resolution 10 had been “adjourned indefinitely”.

“Anyone any problem with that?” he enquired of what was by now a largely empty room.

If Devereux’s earlier speech is anything to go by, this won’t be the end of the matter. “We are not going away,” the One51 man had said. “We intend to exercise all rights available to us to achieve our objective unless we see palpable progress being made.”

It was code for we might see you in court.