NTR has unveiled long-awaited plans for an effective exit for some of its shareholders, with a proposal to spin out its European wind assets coupled with an offer to buy its shareholders out of the new unit.
The remaining part of the business will hold on to NTR’s wastewater treatment, toll road concessions and energy storage units, which will be “managed through the mid-term to optimise capital return”.
It is expected those business could be sold off in time, with the cash raised returned to shareholders, completing the exit desired by many shareholders, including Nick Furlong's Pageant Holdings.
If the deal is given the go-ahead by shareholders and receives High Court approval, NTR will be renamed Atlas, and the wind business will be demerged into a holding company, to be named NTR plc.
Management and staff will move to the European wind business.
Redemption
Shareholders in the existing NTR structure will get shares in the new holding company and retain a stake in Atlas. The group is offering shareholders the opportunity to redeem part of their stake in the new company at a rate of €2.25 per share. That would cost the company €219.1 million if all shareholders took up the offer and applied for the full redemption.
Among those which have said they would take part in the redemption is One51, which owns almost 24 per cent of NTR, and Pageant and its associates, which own 9.21 per cent.
However, the Roche family’s Dreamport, which owns a 38.15 per cent share in NTR, said it would not redeem the shares as it will be retaining its shareholding in the European wind business.
With the other major shareholder blocs opting for the buyout, this will leave the Roche family in majority control of the wind assets.
The effective break-up of the investment group is the culmination of discussions that have been ongoing since last year, when shareholders such as Pageant pushed for NTR to offload its US wind business and limit exposure to European wind.
The US wind assets, contained in Wind Capital Group, were sold recently for $242 million (€218 million) to Patten Energy. Shareholders also benefited from a €100 million cash distribution in 2013.
The proposal will be voted on at an egm in Dublin on September 9th.
