A ruling issued in July 2009 by Eurostat, the statistical office of the EU, outlined a number of conditions relating to Special Purpose Vehicles (SPVs) which were majority owned by private companies, in order for them to be considered outside the government sector. These conditions included that the SPVs were to be established for the sole purpose of addressing the financial crisis and were to be temporary entities.
In order to comply with these conditions, NAMA established an investment holding company, now known as National Asset Management Agency Investment D.A.C., which is majority owned by private investors. A total of 51% of its shares are collectively owned by private companies and the remaining 49% are owned by NAMA. However, under the shareholders’ agreement between NAMA and the private investors, NAMA exercises a veto over decisions taken by the company. This structure was presented to Eurostat which gave its approval in October 2009.
The total issued share capital of National Asset Management Agency Investment D.A.C. is €100m of which €51m (51m B Ordinary shares of €0.10 each and Share Premium of €45.9m) was invested by the Private Investors, each receiving an equal share of the 51 million B ordinary shares. The breakdown of share capital invested by the original Private Investors in 2010 was as follows:
|
Shareholder
|
Share Capital Invested
€
|
|
Irish Life Assurance PLC
|
17,000,000
|
|
New Ireland Assurance Company PLC
|
17,000,000
|
|
Percy Nominees Limited
|
17,000,000
|
As a result of subsequent transactions by the original shareholders, the current private shareholding is as follows:
|
Shareholder
|
Share Count
|
Share Count %
|
|
New Ireland Assurance Company PLC
|
17,000,000
|
17%
|
|
BNY Custodial Nominees (Ireland) Ltd
|
12,000,000
|
12%
|
|
The Representative Church Body
|
9,750,000
|
9.75%
|
|
The Church of Ireland Clergy Pensions Fund
|
7,250,000
|
7.25%
|
|
Nortrust Nominees Ltd
|
5,000,000
|
5%
|
|
Total
|
51,000,000
|
51%
|
Under the shareholders’ agreement, the maximum return which will be paid to the private investors by way of dividend is restricted to the 10 year Irish Government Bond Yield applying at the date of the declaration of the dividend. The following table sets out the dividend per share paid to Private Investors in each year to date since NAMA was established. The cumulative dividend paid to Private Investors to date is €14m.
|
Year Dividend Declared & Paid
|
Dividend per Share
|
Dividend Paid
€’000
|
|
2011
|
0.09987
|
5,093
|
|
2012
|
0.06778
|
3,457
|
|
2013
|
0.0424
|
2,162
|
|
2014
|
0.0302
|
1,540
|
|
2015
|
0.00757
|
386
|
|
2016
|
0.00719
|
367
|
|
2017
|
0.01072
|
547
|
|
2018
|
0.00891
|
454
|
|
|
Total Dividends paid to private investors to
June 2018
|
14,006
|
I wish to advise the Deputy that as a company’s dividend is based on the company’s performance in any given year, it is not possible to predict a future expected dividend. However, as outlined above, any dividend is restricted to the 10 year Irish Government Bond Yield applying at the date of the declaration of the dividend. Under the approval granted by the EU Commission, if the company meets its performance objectives and the 51% B shareholders are repaid, there is a provision for the private investors to be paid an additional amount of up to 10% of their capital capped at €5m. Any residual profit will be distributed back to the Minister for Finance, which NAMA currently estimates, subject to favourable market conditions prevailing, could be €3.5 billion.
