Irish Continental Group (ICG) chief executive Eamonn Rothwell’s €1.2 billion management buyout bid for the ferry operator was approved narrowly at a shareholder meeting on Thursday, despite objections from a number of big investors to the deal.
The resolution to sell was carried by 79.2 per cent of voting shareholders, above the 75 per cent required to go through, ICG said in a statement a few hours after the meeting concluded.
It follows a decision by ICG’s independent board, led by chairman John B McGuckian, two weeks ago to postpone the vote by 13 days when it became clear that the deal had not secured enough votes from minority shareholders at that stage to go through.
The board – also comprising senior independent director Lesley Williams, a one-time head of Irish market at the Dublin stock exchange; Éimear Moloney, a former stock picker with Zurich Life; and Daniel Clague, an investment banker – decided not to allow journalists to attend the extraordinary general meeting (egm). This is a highly unusual stance for an Irish publicly listed company, even if it is in line with how ICG has typically run its annual general meetings.
Sources say that only one shareholder, a man who had been invested since the late 1980s, spoke at the short meeting. He questioned whether the management team would be willing to add a further €2 to the €8-a-share offer on the table, they said.
McGuckian declined, through a spokesman, to speak to reporters after the meeting.
The four-man management team’s 23.7 per cent stake in ICG, which operates Irish Ferries, was excluded from the vote. The proposal required at least 75 per cent approval among voting shareholders to go through under a so-called scheme of arrangement structure overseen by the High Court.
The majority vote was carried by two kingmakers. Paris-based DNCA Finance, which has a 3.36 per cent stake, is known to have switched from voting against the deal before the original egm to supporting it. Businessman Eamon Waters’s Sretaw is believed to have cast its 3.79 per cent equity stake in favour of the deal at the meeting, having opted against voting early by proxy.
The bid by Rothwell (71), who owns 21.7 per cent of the business, and other senior managers, who hold a further 2 per cent of the stock, came 19 years after the long-standing chief executive made a previous failed attempt to lead a management buyout. That was thwarted when then developer Liam Carroll, and a consortium led by businessman Philip Lynch’s One51 and Doyle Shipping, each accumulated stakes, leading to a takeover struggle that ended in stalemate.
Rothwell has led the group since 1992. McGuckian has been on the board for 38 years and has served as chairman for the past 22 years.
The Irish Times first reported on August 12th that five big shareholders were opposing the sale, arguing that it undervalued the business. The dissenting shareholders were Marathon Asset Management, Janus Henderson, Pageant Investments, Equus Global and Oxy Capital, which at the time had a combined 11 per cent stake.
ICG’s independent board acknowledged before adjourning last month’s meeting that the takeover was on track to fail. It said the time that it was aware of at least one instance where a shareholder had wanted to change a vote they had cast against the deal in advance of initial deadline.
It also insisted it had received requests from certain private and institutional shareholders for more time to consider their position, having had difficulties in properly casting their votes within the initial time frame allowed.
The board has said the management buyout had not initially been proposed by Rothwell and his team. Instead, the board said it had invited management to make an offer after looking at a number of options, including an open sale process, to boost shareholder value. Having fielded a “significant number” of approaches from investment banks, private equity and infrastructure investors over several years without receiving a “viable proposal”, it concluded the possibility of a failed formal process was too risky for the stock.
An MBO was seen as the best opportunity Rothwell, who had previously indicated to the board he wanted to sell his shares, had to realise part of his investment. The management team secured €455 million in preferred equity from BlackRock’s Global Infrastructure Partners (GIP), enabling it to raise a further €798 million in senior debt from BNP Paribas and Banco Santander.
The structure of the deal allows management to cash out about one-third of its holding – amounting to €87.3 million for Rothwell and €2.7 million for his partners – while rolling almost €200 million into the takeover vehicle.
While there has been speculation in the market that the management buyout team may have a deal to sell, or offer first refusal, to GIP if they went about selling ICG on in future, sources familiar with the funding arrangement say that no such agreement exists. They added any such agreement would have had to be disclosed to shareholders.
ICG is one of three Irish public companies currently the subject of takeover offers. PTSB’s planned €1.62 billion sale to Austrian banking group Bawag and DCC Energy’s agreed takeover by US investment firms KKR and Energy Capital Partners for as much as £5.73 billion (€6.67 billion) have also drawn criticism from some shareholders.