The High Court yesterday granted leave to the board of Dunloe Ewart to cancel a proposed privatisation scheme of arrangement and also to cancel meetings, scheduled for today, despite opposition from Vantive Holdings, controlled by Zoe property developer, Mr Liam Carroll. Dunloe Ewart is gearing up for discussions with Mr Carroll and a Jersey-based company, Orb Estates.

Mr Justice Smyth granted approval yesterday morning for the board's proposals and refused an application, made shortly afterwards by Mr Bill Shipsey SC, for Vantive Holdings Limited, the vehicle of Mr Carroll, to discharge his order.

A faxed letter from Mr Cathal N. Young, solicitor for Vantive, had been drawn to the attention of the court during the hearing of the board's ex parte (only one party present) application, moved by Mr Paul Gallagher SC. Mr Young's letter stated Vantive had become aware of a press statement issued by Dunloe on October 2nd and had noted that Dunloe intended to apply to the court. The letter asked that Vantive be put on notice of the time and place of the application.

In support of the board's application was an affidavit from Mr Philip Byrne, managing director of Dunloe Ewart. Mr Byrne said he was making the affidavit on behalf of the board of directors, including the independent directors.

He noted the High Court had in July last given the company liberty to convene meetings of scheme shareholders and option shareholders to consider and vote upon a proposed scheme of arrangement. The meetings were scheduled for October 4th.

Under the scheme, shareholders in the company, other than Mr Noel Smyth, a solicitor, and his wife Anne Marie, and a company or companies controlled by them were offered the choice of either having their shares cancelled for a consideration of cash and loan notes having an aggregate value of 51 cents (40p) or alternatively remaining as shareholders. Option shareholders were also offered a choice of cancelling their options or retaining and exercising them.

Mr Byrne said the board had unanimously proposed the scheme. However, within the last eight days, a number of confidential expressions of interest had been received by the company indicating a possible intention on the part of those persons to make, or cause to be made, a bid for the entire issued share capital of the company.

Furthermore, on September 28th, 2000, the company announced it had been made aware that a number of significant shareholdings in the company had changed hands, he said. Following that announcement, Vantive had notified Dunloe of an aggregate shareholding amounting to 13.59 per cent of the issued share capital of the company.

Mr Byrne said the board believed it would, arising from these matters, be in the interest of shareholders generally to make inquiries as to whether an offer could be secured for shareholders. Accordingly, he was applying for leave to cancel the proposed scheme and to cancel the shareholders' meetings convened for today. The company then intended to free any shareholders from forms of election delivered under the scheme so that they might freely deal with or in their shares, Mr Byrne added.

The company further intended not to proceed with the cancellation and re-issue of share certificates by reference to elections made or not made, as provided for in a circular dated September 1st last.