16.01.2008 13:00:00
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Luminus Management Unveils Detailed Plan to Enhance Long-Term Value for TransAlta Shareholders
Luminus Management, LLC and LS Power (collectively "Luminus
Group”), TransAlta Corporation’s
(TSX: TA) (NYSE: TAC) largest shareholder, today released a White Paper
entitled "An Operator’s
Guide to Unlocking Value at TransAlta.” In a
detailed five-point plan, Luminus Group outlines a series of
recommendations aimed at enhancing value for all TransAlta shareholders.
The White Paper will be available at www.ImproveTransAlta.com
and www.sec.gov in a Schedule 13D/A
filing with the Securities and Exchange Commission. Luminus Group is the
beneficial holder of approximately 8% of TransAlta’s
outstanding shares.
Luminus Group has significant concerns about the business and affairs of
TransAlta. Specifically, Luminus Group notes that the Company continues
to employ a financing strategy that is reminiscent of the
vertically-integrated regulated utility it once was, and that the
Company has not taken full advantage of its unique value creation
opportunities. The report goes on to say that, in recent years,
TransAlta initiated an aggressive expansion strategy, exercised minimal
capital discipline and amassed an unwieldy portfolio of assets to meet
self-imposed generation capacity growth targets. As a result, Luminus
Group believes that the public market does not recognize the inherent
value of TransAlta’s assets.
Paul Segal, President of Luminus Management, said, "TransAlta
fundamentally has valuable assets and has recently taken some limited
steps to remedy its problems. However, shareholders deserve immediate
and decisive action to better position TransAlta for the future. We have
outlined a detailed plan for the Company to realize its full potential
and to create meaningful, long-term value for all TransAlta shareholders.”
Mr. Segal added, "By taking the steps we have
outlined, all TransAlta shareholders can benefit from a continued secure
dividend and gain more of the upside associated with strengthening power
markets, improved operations, high-return growth projects and the
expiration of TransAlta’s below market
Alberta Power Purchase Arrangements ("PPAs”).”
Luminus Group’s detailed plan identifies a
series of proactive measures that TransAlta should take to realize its
full potential and create meaningful long-term value for all
shareholders. These actions are:
1. Undertake a strategic review of
TransAlta’s
assets to rationalize its complex portfolio:
Consider selling its assets in the non-core Mexican and Australian
markets;
Explore the sale or a partial IPO of its "green”
portfolio; and
Explore the sale of TransAlta’s controlling
interest in the TA Cogen assets.
2. Reduce TransAlta’s
cost of capital by raising low cost debt:
TransAlta is the only IPP with an investment grade credit rating and
is under-leveraged. A BB credit rating would allow the Company to
access more low-cost debt capital while maintaining its annual
dividend; and
Utilize alternative credit structures to eliminate any impact that a
non-investment grade credit rating may have on collateral for TransAlta’s
power marketing/trading activities.
3. Fund construction of development
projects and acquisitions using third party project level capital rather
than funding on the TransAlta balance sheet. This
would:
Increase returns;
Reduce project risks/increase investment discipline; and
Highlight value creation of the development activities.
4. Initiate a meaningful stock buyback:
The capital that would be realized from following steps (1) and (2)
above must be allocated to investments producing the greatest risk
adjusted return.
At recent stock prices, a share buyback would generate an unlevered
internal rate of return of approximately 15% on an investment in the
assets with which TransAlta is most familiar –
its own power plants. This represents a far superior risk adjusted
return to the 10% hurdle rate used by TransAlta to screen its growth
investments.
5. Align management incentives with
shareholders’
objectives and bring on board level IPP experience:
Of the public IPP companies, only TransAlta does not use option grants
to align management incentives with the interests of shareholders.
Luminus Group recommends that the TransAlta Board reduce management’s
cash compensation component and increase the performance compensation
component through stock options.
As described in a Schedule 13D filing made with the SEC on December 14,
2007, Luminus Group has put forth various shareholder proposals for
inclusion in TransAlta’s Management Proxy
Circular for the 2008 shareholder meeting, including a proposal that
reserves Luminus Group’s right to nominate up
to five directors for election at that meeting.
About the Luminus Group:
Luminus Management
Founded in 2002, Luminus Management is the Investment Advisor to two
investment partnerships – Luminus Energy
Partners Master Fund, Ltd. and Luminus Asset Partners, LP. Luminus
Management focuses primarily on investing in independent power and
utility securities. The investment partnerships to which Luminus
Management is Investment Advisor have approximately $1.4 billion of
equity under management.
LS Power
Founded in 1990, LS Power is a fully integrated development, investment
and asset management group with a proven track record of successful
development activities, operations management and commercial contract
origination and optimization. As a developer, LS Power has successfully
developed gas-fired facilities and coal-fired facilities representing
over 7,000 MW of total capacity, and is currently developing more than
6,000 MW of coal, natural gas and renewable power generation facilities.
LS Power currently owns and manages four natural gas-fired power
generation facilities representing approximately 2,335 MW. LS Power has
purchased eighteen power generation projects with approximately 11,800
MW of generation capacity and manages two investment funds with
approximately $4.3 billion of committed equity capital.
The foregoing includes, refers to or incorporates by reference
certain statements that are "forward-looking
statements”. All statements, other than
statements of historical fact, in the foregoing that address activities,
events or developments, proposed acquisitions, dispositions and
financings that may occur in the future, including TransAlta’s
future growth, results of operations, performance and business prospects
and opportunities, and the assumptions underlying any of the foregoing,
are forward-looking statements. These statements generally can be
identified by use of forward-looking words such as "may”,
"will”, "expect”,
"estimate”, "anticipate”,
"believe”, "project”,
"should”, or "continue”
or the negative thereof or similar variations. Forward-looking
statements are based upon a number of assumptions and are subject to a
number of known and unknown risks and uncertainties, many of which are
beyond the Luminus Group’s control, that
could cause actual results to differ materially from those that are
disclosed in or implied by such forward-looking statements. These risks
and uncertainties include, among other things, risks related to:
business risks; cost of fuels to produce electricity, legislative or
regulatory developments, competition, global capital markets activity,
changes in prevailing interest rates, currency exchange rates, inflation
levels, plant availability, and general economic conditions. There can
be no assurance that the expectations of the Luminus Group will prove to
be correct. Although the forward-looking statements contained in the foregoing
are based upon what the Luminus Group believes are reasonable
assumptions, there can be no assurance that actual results will be
consistent with these forward-looking statements. All forward-looking statements in the foregoing speak as of January
16, 2008. The Luminus Group shall have no duty and does not
undertake to update any such forward-looking statements whether as a
result of new information, future events or otherwise. The information concerning TransAlta contained in the foregoing has
been taken from or is based upon publicly available documents or records
on file with Canadian securities regulatory authorities and other public
sources. The foregoing does not constitute a solicitation of a proxy, consent
or authorization for or with respect to any meeting of, or action by
vote, written consent or otherwise by, TransAlta’s
shareholders. Any such solicitation, if made, will be made only in
compliance with applicable law.
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