A draft plan to radically restructure unlisted investment group NTR was agreed by its three major shareholders and presented to the company's senior executives on July 29th, The Irish Times has learnt. This was one day before NTR's board of directors met on July 30th.
This plan involved an agreement to sell NTR's wind assets in the United States, which would be followed by a tender offer that would allow One51 and Pageant Holdings to sell their stock with Woodford Capital, which is controlled by NTR chairman Tom Roche and his family, becoming a majority shareholder.
Woodford holds 38 per cent of NTR’s shares, with One51 owning 23.56 and Pageant holding almost 10 per cent.
Investment strategy
Prior to this draft agreement, One51 and Pageant had spent several months trying to persuade NTR to sell its US wind assets while making it clear to the company they had little appetite for its strategy of investing in wind projects in Europe.
NTR has stated its intention to invest in wind projects that have received planning permission in Ireland, the UK and Scandinavia, with a deal on the island of Ireland thought to be close to being signed.
The plan between the three shareholders included a provision that NTR could not spend more than €11 million on wind assets in Europe and that if such deal was completed, these assets would be valued at cost at the time of the tender offer. It also set out that these transactions should be completed by the end of June 2015.
Share value
It was agreed that NTR would appoint a financial adviser to establish a face value for the NTR shares and that a subcommittee of the board comprising independent directors would be set up .
The three shareholding groups agreed to put a non-binding proposal to NTR with a view to the transactions being effected “as soon as is practicably possible”.
NTR is an unlisted plc whose shares trade on a grey market. To date, it has made no announcement in relation to the plan agreed by its three main investors and presented to the company. It was not mentioned in the notice of its annual general meeting on Dublin on September 4th.
NTR declined to comment last night on the draft plan or whether it had been presented to the board on July 30th.
Last weekend, following a report of the deal between the three shareholders, NTR issued the following statement: “It is not the company’s understanding that there is such an agreement and no such agreement has been put before the board of NTR. Furthermore, it is the responsibility of the board to determine what is in the best interests of all the company’s shareholders.”
