SHARE OFFER: Plans by the O'Dwyer brothers to take Capital Bars private in a 21p sterling (34 cents) a share offer for the 54 per cent of the company they do not own have received a severe setback after businessman Mr Austin Conboy succeeded yesterday in taking his stake in the company above the crucial 10 per cent figure.

Mr Conboy is now in a position whereby Messrs Liam and Des O'Dwyer cannot compulsorily acquire his shares, even if every other shareholder accepts their offer.

"I haven't got the final figures from my broker but I've gone well over 10 per cent," Mr Conboy said yesterday.

There was heavy trading in Capital shares yesterday at 25p and 26p sterling, the price range at which Mr Conboy has been buying.

A total of 1.44 million shares traded yesterday and if Mr Conboy - who is thought to be the only bidder for the shares - bought the lot, his stake in Capital has risen to over 13 per cent.

The O'Dwyers are precluded from buying shares above the offer price of 21p.

The actual number of shares in issue increased yesterday after options over 400,000 shares were exercised by members of the Capital Bars management.

The O'Dwyers' offer remains open for another two weeks, but it is now clear that with no prospect of getting 100 per cent of Capital, the brothers will have to rethink their strategy.

They have a number of options, but the most likely one, according to market sources, is to take Capital private, with Mr Conboy as a substantial minority shareholder. At some later stage, they could do a private deal with Mr Conboy to buy his shares.

The O'Dwyers could also allow the offer to lapse and retain Capital Bars as a plc, with themselves as 44 per cent shareholders. Their third option would be to increase their current 21p sterling a share offer, but this is also seen as unlikely given the increase that would be required to tempt Mr Conboy to part with his shares.

If Mr Conboy has bought more than 13 per cent of Capital at 25p to 26p sterling a share, it means he has spent the best part of €1.9 million (£1.5 million) on his investment and undoubtedly he will not sell, except at a sizeable profit.

"The O'Dwyers have to consider how much of a nuisance Mr Conboy is to their plans and how much they are willing to pay to get rid of him," one source said.