Wednesday 28 January 2015

Frosty reception for NTR board as shareholders vent frustration

Published 05/09/2014 | 02:30

The board of renewable energy investor NTR received a hostile reception from some shareholders yesterday amid anger at the company's strategy and allegations about corporate governance.

Two of the company's significant shareholders made statements at NTR's annual general meeting, citing concerns about conflicts of interest involving the board, remuneration and objections about the company's plans for a new European wind strategy.

Concerns were also raised by shareholder One51 in particular that NTR wasn't moving fast enough to sell its wind assets in the US, and use the funds to allow shareholders who wish to withdraw to cash out.

Investment company One51, which has a near 24pc stake in NTR and is the company's second biggest shareholder, claimed it had suffered a €260m loss in its investment since 2007, which it claimed had caused a "catastrophic" loss to its own shareholders.

Dublin-based family investment house Pageant Holdings, which has a 9pc stake, claimed it had difficulty with the relationship between NTR and its largest shareholder Woodford Capital, whose chairman Tom Roche is also chair of NTR.

NTR chief executive Rosheen McGuckian countered the criticisms by insisting the board was acting in the best interests of all of its shareholders.

"I recognise that there are certain shareholders out there who want to get out, I recognise that there are shareholders who want to maximise money for their own purposes, but our job at NTR is to ensure that we do the right thing for all shareholders, for those who wish to stay and those who wish to exit," Ms McGuckian told reporters after the meeting.

Prior to the AGM, it is understood One51's chief executive Alan Walsh, who serves as a non-executive director on NTR's board, said at a board meeting that One51 would be voting against one of the AGM's technical resolutions to do with possibly allotting shares to a non-executive director. It is understood that he was asked to step out briefly. The resolution, which Mr Roche couldn't explain to shareholders, was later put to a poll and passed. A final resolution was withdrawn amid opposition to it from One51.

Mr Roche said a review was being carried out into NTR's US wind assets. He said that if the Board was satisfied with the findings, it may start a formal sales process. The review is due later this year.

"We are obviously aware that there could be strong interest in the US wind assets given their quality and operational performance and that a successful sale could result in an opportunity for an additional liquidity event for all our shareholders," Mr Roche said. "Such a liquidity event could be by way of a special dividend or share buyback tender offer by the company to all shareholders."

Mr Roche, who revealed he gave NTR a €10m loan to get an investment across the line, also reiterated that management has been tasked with looking at opportunities for investing in around 150MW of wind projects in Ireland, the UK and elsewhere. He said the board remains committed to investing up to €50m of a target €150m equity alongside partners.

But in its statement, One51 claimed this could be an "expensive mistake".

"Let's be clear here - we have never supported this strategy, since it was first suggested back in February 2013," said Barry Devereux, One51's legal advisor.

"Given the recent track record, we don't have confidence in the company's ability to execute this high-risk, long-term strategy."

Pageant also claimed NTR's share price had been "substantially undervalued" and also claimed the management team had received "extraordinary remuneration".

It also alleged that independent shareholder interests have not been considered.

Ms McGuckian said some of the accusations were unfair,

Irish Independent

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