THREE minority shareholders in Tipperary Crystal, claiming oppression by the company and its directors, yesterday failed in a High Court attempt to have the company's receiver and new owners joined in their action.
The petition claiming oppression was brought by Mr Oliver Walshe, of The Forge, Ballymacmague, Dungarvan, Co Waterford Mr John Maher, of Bridge Street, Carrick on Suir, Co Tipperary; and Mr Philip Walsh, Crescent Drive, Hillview, Waterford.
Ms Fidelma Macken SC, for the three men, said they were former Waterford Glass employees and had been made redundant. Each had invested £21,000 in Crystal Designs of Tipperary - which traded as Tipperary Crystal - in 1988-1989. Each was told he would receive a 5 per cent shareholding.
Ms Macken said there was dissatisfaction with the manner in which the company was being handled. Certain events took place without the notice of her clients which had the effect of a significant reduction in their shareholding in 1994. They were informed that their shareholding currently stood at 11,000 shares each, which was 1.73 per cent each of the ordinary shares.
The petitioners sought to join Mr John McStay, who was appointed receiver to the company by Yeoman International Holdings SA of Luxembourg. They also sought to join Yeoman and Asdon Limited, a newly incorporated company established by Yeoman.
Ms Macken said there had been an assignment of a £917,607 debt by Allied Irish Banks to Yeoman International for a consideration of £325,000. Mr McStay, in an affidavit, said the petitioners' dispute related to the historical running of the business. There were no grounds for setting aside the sale of the company as the price he received was the best obtainable at the time and was £190,000 more than an offer by Cavan Crystal.
Mr Justice McCracken said the petitioners were making the case that the receiver did not exercise all reasonable care in obtaining the best price. The judge, said there were allegations that Asdon and the majority shareholders in some way conspired together - it was a very vague allegation - that they had abused procedures in appointing a receiver. The allegation, said the judge, did not seem to have any facts in the affidavits to support it. He said that if Cavan Crystal ha been prepared to "top" the Asdon offer the court would have been aware of that now in the affidavits. He thought this was highly significant. Mr Justice McCracken refused to join Mr McStay.
With regard to Asdon and Yeoman there were allegations which did not appear to be borne out by the facts beyond that there were negotiations going on for the sale of the company's assets to Asdon and Yeoman prior to the receivership. He did not think there was a stateable case. There was insufficient evidence to implicate them.
When this case would be heard in six to 12 months time it seemed, said the judge, there would be no reality in setting aside the sale because the company would be run by Asdon for whatever length of time.
It would clearly be a different company and business and it would be quite unjust to oblige them to run their business on the basis that they might have to give it back at some indeterminate time.
