Ewart boss is right to look for more

When the Belfast property company, Ewart, rejected the takeover overture by Dublin property company, Dunloe House, there were…

When the Belfast property company, Ewart, rejected the takeover overture by Dublin property company, Dunloe House, there were raised eyebrows among Mr Noel Smyth's team. How could such a crucial decision be made with Ewart's chairman, Mr Brian O'Connor, far away in Hong Kong?

Reliable industry sources say a telephone link-up was arranged with the Irish born, but Hong Kong-based businessman. This allowed a board meeting to be held with the rest of the Ewart board Mr Barry Gilligan, Mr David Robinson, Mr Richard Deeny and Mr Harold Ennis.

Mr Noel Smyth who controls Dunloe and 26.5 per cent of Ewart was not allowed to participate because of his vested interest in both companies.

Ewart, like some other companies, is allowed by its articles of association, to conduct board meetings over the air. Any suspicions that crossed wires may have misrepresented his views, evaporated, when a subsequent meeting held in Belfast, and attended by O'Connor, turned down the formal Dunloe offer of 70p per share in shares or loan notes, or 67p in cash.

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He has good reason to hold out for a higher price. Mr O'Connor purchased his holding of 4,944,942 shares in Ewart, representing a 15.9 per cent holding, in 1995, for around £3.46 million sterling. That works out at an average of 70p per share.

The dividend income from his holding would not have come close to servicing any loans that might have been raised to buy the holding. That income varied from around 1.5 per cent to a little more than 2 per cent. Even if loans were not raised, that holding needed to generate a much higher return.

Then there is the capital. If he accepted the cash offer, he would show a capital loss of £148,000. If he accepted the share offer, the value of his original holding would be intact with the prospect that Dunloe's share might rise in the future.

Either way, Mr O'Connor, while friendlier with Noel Smyth's team in Dublin, than with executive directors of Ewart, will be looking for more.