Dentons has advised Tenaga Nasional Berhad ("TNB"), one of the largest utility players in Asia, with a market capitalisation of RM89.2 billion (c. £16.5bn) as at 26 February 2018, on its acquisition of an 80 per cent shareholding in two UK renewable companies, GVO Wind Limited and Bluemerang Capital Limited. The acquisition, which has an enterprise value of approximately £171 million, is the Malaysian energy provider's first foray into onshore wind in the UK.
The combined portfolio of GVO Wind Limited and Bluemerang Capital Limited is the largest Feed-in Tariff portfolio in the UK, comprising 53 operational onshore medium wind turbines with a total combined capacity of 26.1MW across the UK (including sites in England, Wales and Scotland).
This is TNB's second acquisition in the UK, following its 2017 acquisition of the Vortex Solar photovoltaic assets, on which Dentons also advised.
Dentons Energy partner Lucille De Silva said, "We are honoured to have advised TNB on its first investment into the UK wind industry, as it pushes ahead with its five-year international expansion plan. This is a strategically important acquisition for TNB which significantly strengthens its renewable asset base in the UK and it is a major milestone in TNB's overseas expansion."
Dentons' Corporate team led on the acquisition structure and transaction documents, and the Firm's Energy team led on the due diligence process and industry-specific documents. TNB, through its subsidiary Tenaga Wind Ventures UK Ltd, has signed two Share Purchase Agreements with (1) Georg von Opel and (2) Tanzanite B.V and Catalin Breaban, and it has simultaneously entered into two Shareholder's Agreements. Tenaga Wind Ventures UK Ltd has also entered into two Investment Management Agreements relating to the management of the targets and their portfolios.
The Dentons team advising TNB was jointly led by Energy partner Lucille De Silva and Corporate partner Candice Chapman with transactional support from a large team, including Energy and Project Finance partner Charles July, Real Estate partners Madeleine Smallwood and Allan Cairns, Tax partner Alex Tostevin, Employment partner Ryan Carthew, Corporate associate Rachael Dixon and trainee George Savage, Energy associates Rhiannon Elias and Daniel Saville, Tax senior associate Julian Feiner, Real Estate senior associates Gillian Goldsworthy and Louise Crawford and associates Calum McKenzie and Danuka Amirthalingam, Employment counsel Alison Weatherhead, and Construction senior associate Jamie Mills, with planning advice provided by Melanie Blanchard.
