Dunloe Ewart has published its long-awaited plan to take the company private at a price of 51 cents per share, to be paid in a mixture of cash and loan notes.

The proposal is one of the most complex to come before shareholders in an Irish company and is being conducted under the auspices of the High Court, as the company does not have the funds to meet the cost of going private in the event of such a vote.

There are two issues before the shareholders. First, they have to decide whether they approve of the scheme by the company to buy-out its shares. Second, they have to decide whether or not to sell some or all of their own shares and/or options in the company. Approving the proposal in the first vote does not oblige them to sell their own shares and vice versa.

For the proposal to succeed, more than a half of all people attending the meeting on October 4th or voting by proxy will have to endorse it. In addition, that majority must hold at least 75 per cent of the value of the shares held by those voting.

The company's languishing share price lies behind its decision to go private.

If successful, an extraordinary general meeting will be held about six weeks after the October 4th ballot to deal with technical issues associated with the deal.

The key date for the company, assuming success in the vote, is December 31st by which time it must have the funding to complete the deal or risk it falling by the wayside.

The offer for the company has risen to 51 cents per share from 47 cents when the plan to delist the company was first raised. The extra payment will be included in the loan notes, which will now be issued for 17 cents per share; the balance of 34 cents per share will be paid in cash, assuming the scheme is implemented.

Dunloe Ewart chairman Mr Noel Smyth needs to win control of more than 75 per cent of the company stock to take it private. Mr Smyth, his family interests who control 22.5 per cent of the company, will not participate in the vote on the scheme. Nor will the executive directors. The non-executive directors have backed the scheme and will vote for it. Shareholders who fail to return their forms will be presumed to be opting for the sale of their shares if the scheme is approved.