Mr Noel Smyth, chairman of Dunloe Ewart, has made a peace overture to Mr Liam Carroll, saying the property developer is entitled to a seat on the company board if he wishes. Mr Carroll, who bought 13.58 per cent of Dunloe Ewart in recent weeks, failed in a last-ditch attempt yesterday morning to force Mr Smyth to carry through a plan to take the company private.
Dunloe Ewart will now explore the possibility of a takeover by Orb Estates, the privately owned British property group. Mr Smyth also plans to talk to Mr Carroll about what he wants from the company.
"If he [Mr Carroll] wants to take a seat on the board he is entitled to one," said Mr Smyth yesterday. He was speaking after a shareholders' meeting at which the proposed scheme was formally withdrawn. Mr Smyth had offered to buy out the other shareholders in the company for 51 cents a share, valuing Dunloe Ewart at just under €200 million (£157 million).
Mr Smyth added the caveat that if Mr Carroll joined the board then under the company's rules he would have to put any development deals worth more than £250,000 (€317,662) through the company. Mr Carroll, who owns Zoe Developments, is one of the biggest developers in Dublin and the costs of his schemes routinely run to tens of millions of pounds.
Mr Smyth said he had never met Mr Carroll but looked forward to discussing his intentions. "He has to be admired for what he has achieved," said Mr Smyth.
Dunloe Ewart will also begin talks with Orb Estates which has satisfied the Irish Takeover Panel that it has the resources to make a bid. "They have indicated certain things but are seeking certain preconditions," he said. Mr Smyth would not say what the preconditions were but added: "The only reason we would not agree to them is if they put the company offside."
It is understood that Orb Estates wants a commitment from the Dunloe Ewart board to back the bid before it is formally put to shareholders. The company directors are reluctant to give such a commitment as Orb Estate's primary interest is in Dunloe Ewart's UK properties and the British group might look to sell off the Irish assets.
"There is no offer on the table per se. They [Orb] have satisfied the takeover panel. We are in a pre-nuptial state. They can now require us to open our hearts and minds before making a bid," said Mr Smyth. He added that Dunloe Ewart had commitments to several joint venture partners in Ireland and these would have to be honoured before a deal could be recommended.
Mr Smyth said it was possible he might step down as part of the arrangement. "You are not the owner of a public company you are a participant in it," he said.
Orb Estates is owned by Lynch Talbot, a Jersey-based finance house controlled by Mr Sam Nolan, an Irish financier, and Mr Salai Ozturk. Mr Nolan figured in the fraud trial that followed the collapse of Money Markets International stockbrokers last year. Mr Nolan was involved with a company called Cater Allen, which is part of Abbey National and represented one of the parties connected with the alleged fraud. The trial collapsed when Mr Nolan declined to come to Dublin and testify for Mr Tom Kavanagh, the liquidator.
Another Irish accountant who figured in the MMI collapse, Mr Tom Jones, has also cropped up in the Dunloe Ewart takeover battle. Mr Jones, who owns the Jones chain of delicatessens, bought a 4.8 per cent stake in the property company last Monday. He is understood to have been a significant client of MMI and owed the company £1 million as a result of unsuccessful share dealings at the time of the collapse. In total, the firm was owed £12 million by its clients.
A former manager with Price Waterhouse, Mr Jones has business links with the chairman of Orb Estates, Mr Peter Catto, but claims he is not acting in concert with Orb Estates.
Mr Jones and Mr Catto are on the board of Ireland Net invest.Com, an Internet firm that cancelled a planned listing on the AIM market in London earlier this year. Mr Jones is a significant investor and NCB, which acted for Mr Jones in his purchase of Dunloe Ewart shares, were the advisers to Ireland Netinvest.ie.
