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RA CEO to play no part in Belco sale decision

Back seat: Denton Williams, chief executive of the Regulatory Authority

The chief executive of the Regulatory Authority of Bermuda is to play no part in the utilities watchdog’s consideration of the sale of Ascendant Group Ltd, because he has a contingent interest in the company.

Denton Williams became chief executive of the RA on January 7, having previously served as senior vice-president of Ascendant and chief operating officer of Belco, which is among Ascendant’s properties.

A 74-page “Shareholder’s Circular” on the Ascendant website includes, on page 19, details of Ascendant’s long-term incentive plan, which includes stock awards made to executive officers and other key employees.

Under these programmes, the company said, present executive officers as well as two former executive officers are entitled, in the aggregate, to 748,088 shares of the company.

The circular said that “to the extent not yet vested, all such awards will vest upon the change of control resulting from the amalgamation”.

At the bid price of $36 per share made for Ascendant by Algonquin Power & Utilities Corporation, those shares would be worth a total of nearly $27 million if the transaction receives the necessary shareholder and regulatory approval.

A breakdown of each individual’s interests is not provided in the circular.

The shareholder’s circular on the Ascendant website adds: “One former officer [of both the company and Bermuda Electric Light Company Limited], is now the current chief executive of the Authority.

“He, like others, is entitled to a portion of the historic share awards described above.

“Given these two facts, the former officer has confirmed that he will not have any involvement in the Authority’s consideration of the Amalgamation and the resulting change of control process.”

The circular concludes: “The Board of Commissioners of the Authority is aware of the above facts.”

A spokesman for the RA said that Mr Williams divested his shares in Ascendant when he took the top job at the RA, adding that any interest that Mr Williams has in the company would only vest when and if a sale of the company goes through.

Shareholders of Ascendant are to meet on August 9 to vote whether to approve the sale of the company to Algonquin, the Canadian utility group, which has bid around $365 million for the company.

Under the deal, shareholders would receive $36 a share, representing a premium of 20 per cent over yesterday’s closing share price of $30 per share. Ascendant shares traded at $22 on June 3, the day the deal was announced.

Ascendant’s board of directors has voted unanimously in favour of accepting the bid.

In a letter sent to shareholders, board chairman Peter Durhager has encouraged shareholders to approve the transaction. A two-thirds vote is needed for approval.

The shareholders’ circular said the share entitlements in question do not carry the right to vote at the August 9 meeting.