NTR board aware of shareholder restructure plan

Company has begun process of appointing advisors about sale of US wind projects

The company had “commenced the process of appointing advisors to explore whether or not a sale of the US wind projects is the best course of action to maximise value for all shareholders”.

The company had “commenced the process of appointing advisors to explore whether or not a sale of the US wind projects is the best course of action to maximise value for all shareholders”.

Sat, Aug 30, 2014, 01:00

The board of investment group NTR confirmed yesterday it was aware its three biggest shareholders were working on a proposal to restructure the business.

It also said the company had “commenced the process of appointing advisors to explore whether or not a sale of the US wind projects is the best course of action to maximise value for all shareholders”.

Selling the US wind assets is one of the key measures in a draft agreement involving NTR’s three major shareholders – Woodford Capital, One51 and Pageant Holdings.

As part of a draft agreement with Woodford, which owns 39 per cent of NTR and is controlled by the NTR chairman Tom Roche and his family, One51 and Pageant have been pushing for the US wind assets to be sold, with the proceeds to be used to fund a tender offer to buy their shares.

NTR said: “At the end of June the board was made aware of a proposal that discussions would take place between the three shareholders [Woodford, One51 and Pageant], as well as an indication of what the parties were seeking to agree.

Not party

“The board was not, however, a party to those discussions, on the understanding that it would review and consider any proposal that may be brought by the shareholders should they come to an agreed position.”

The statement added: “It was understood that if the shareholders were to put forward an agreed proposal to the board, the board would then independently review any such proposal and determine whether or not it would be in the best interests of the company and its shareholders.

“While the three shareholders independently wrote to the board regarding their respective positions at the end of July and there appeared to be commonality of views between the three shareholder groups, it was clear that no agreed proposal could be or was put to the board for consideration by the three shareholders.”

NTR said it intended to press ahead with its strategy of investing in 150MW of wind projects in Europe, a strategy One51 and Pageant do not support.

‘No aspirations’

Woodford issued a statement to The Irish Times outlining its support for NTR’s strategy and adding that it has “no aspirations” to increase or reduce its shareholding.

“However, as two other major shareholders had signalled that they are not long-term holders of their NTR shares, a meeting of the three shareholders was arranged to explore means whereby the differing objectives of each of the shareholders could be facilitated,” it said.

Woodford added that talks had begun in early July.

“On 30th July, Woodford wrote to the board of NTR advising the board that despite having reached broad agreement on a number of fundamental principles – including a possible sale of the US wind assets and a subsequent share tender offer at fair value (to be independently verified) – it had not been possible to reach a definitive proposal for presentation to the NTR board,” it said.