Ewart board rebuffs talks with Dunloe

Mr Brian O'Connor, chairman of Ewart, the Belfast property company, was not allowed by his board to meet Mr Noel Smyth, chairman…

Mr Brian O'Connor, chairman of Ewart, the Belfast property company, was not allowed by his board to meet Mr Noel Smyth, chairman of Dunloe House, to discuss an amalgamation of the two companies. "We asked for the meeting," Mr Philip Byrne, managing director of Dunloe, told The Irish Times, "but this was rejected". He said: "Brian O'Connor could not get agreement to attend the meeting." Dunloe then had the option "to withdraw or make a formal offer" for Ewart. The Dublin company reacted by making the share/loan stock/cash offer on Wednesday which values Ewart at £25 million. The bid, according to Mr Byrne, is "not hostile as far as we are concerned because we believe there are still advantages for the companies" to amalgamate. "We would still like a meeting" to discuss an agreement, he said. Reliable industry sources say that Mr O'Connor, who flew from his business base in Hong Kong to attend a Ewart board meeting in Belfast on Wednesday, wanted to have a meeting with Mr Smyth, the Dublin solicitor who controls Dunloe and who has a 26 per cent stake in Ewart. However, the three executive directors, Mr Barry Gilligan, Mr David Robinson and Mr Richard Deeny, voted against. The sources also say that Mr Harold Ennis, another non-executive director who is chairman of Boxmore, tried to get the parties together. This, however, was also resisted by the three executive directors. Mr Smyth and his associate, Mr Stewart Harrington, the two remaining non-executive directors, have not participated at these meetings as they are connected parties.

The Dunloe offer consists of 18 Dunloe shares for every five Ewart shares, or a loan-note of 70p sterling, or cash of 67p sterling. This is only marginally different from the suggested offer of 17 Dunloe shares for every five Ewart shares which was rejected by the Dunloe board. The change is understood to have been made to reflect the movement in sterling. The expectation is that this formal offer will also be rejected by the Ewart board.

Ewart is understood to have circulated its shareholders with a letter noting Dunloe's intention to make an offer and pointing out that it is the same as the indicative offer which was rejected unanimously by the board. It will also say the offer was unsolicited and that shareholders should wait for the formal response from the Ewart board following advice from its financial advisers, Greig Middleton.

Mr O'Connor, who has a 15 per cent stake in Ewart, has returned to Hong Kong. The executive directors have less than 1 per cent.