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Executive Flyer

Letter to Directors and Shareholders of NZ Windfarms Limited (NWF)

Notified Resolutions for Special Meeting 20 December 2023

 

Geoff Henderson on behalf of (and with the assistance of) two long-term NWF shareholders wrote a letter analysing the proposed NWF Repower project, a joint venture (JV) between NWF and Meridian Energy Limited.  On 5.12.2023, the shareholders of NWF received a Notice of Meeting (NoM) and had been invited to vote on this major transaction resolution.  The conclusion of Geoff's detailed analysis is, that:

•  For the next 15-20 years, current shareholders will be better off staying with the existing wind farm. 

•  The plan for which approval is sought will lead to premature decommissioning of the Windflow turbines which will destroy shareholder value. 

•  Geoff also questions whether NWF does comply with the Companies Act by trying to authorise this through an ordinary resolution instead of a special resolution.

Read Geoff's impressive letter here:   Letter to Directors and Shareholders of NWF  

The letter contains a table with detailed calculations, which show the returns to NWF SQ (the current 'Status Quo' shareholders) separated between:

 The first 15 years of debt-servicing

•  The subsequent years when the JV can be debt-free.

The supporting Excel worksheet with this detailed table is available here and Geoff wrote:

A further comment has been received that the debt-servicing should not include principal repayment. I do not agree with this suggestion. Obviously there are other ways of interpreting the “long-term 15-year non-recourse project debt finance” than the simple “table” payments over 15 years. But at some point the bank principal has to be repaid, so funds will have to be set aside for that at least. The attached spreadsheet allows a little bit of exploration of this issue by varying the term of the loan and the percentage of debt finance. However I would more than welcome the NWF directors detailed explanation of the effect of debt finance in their financial model.

I have voted against all the notified resolutions. If you are also an NWF shareholder, I hope you will join me in doing likewise. 

Details on how to cast your vote should be in an email you would have received from NWF on December 5. Last day for voting is noon on Monday 18th.

How to vote ...

You should have received an email from NWF via Link Market Services with a direct link to your shareholder ExpressLogin

You can also attend the Special Meeting on 20 December 2023 online via the virtual meeting on https://meetings.linkgroup.com/agm/NWFSGM23/register, where you should find a button to vote once the meeting opens.  

Should you require any assistance please do not hesitate to contact the Link Market Services office in Auckland (phone 09 375 5998 or email meetings@linkmarketservices.com).
 

For detailed information about Geoff see About.

 

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