The long-running Dunloe Ewart saga was brought to a close yesterday when property developer Mr Liam Carroll effectively gained control of the company.
Mr Carroll, who holds 29.9 per cent of the property group, made a bid of 50 cents per share for Dunloe late yesterday, valuing the company at €196.9 million.
The bid, made through Rambridge, a company controlled by Mr Carroll and his wife, was conditional upon receipt of acceptances from Dunloe's three largest shareholders.
Just 20 minutes after Mr Carroll's offer was issued, Rambridge confirmed it had received irrevocable acceptances from Mr Paschal Taggart, Mr Dermot Desmond and Mr Phil Monahan in respect of their shareholdings.
Between them, the three men control more than 50 per cent of the company.
The offer has also been accepted by Dunloe's executive director, Mr Timothy Kenny, who owns 0.14 per cent of the company. Mr Kenny and another executive director, Mr Noel Murray, have also accepted in respect of shares issued to them under the Dunloe share option scheme.
When Mr Carroll's own stake in Dunloe is taken into account, he has acceptances representing around 81.18 per cent of Dunloe's share capital.
Dunloe's board, headed by executive chairman Mr Noel Smyth, described the offer as "fair and reasonable" and recommended its acceptance to shareholders. Mr Smyth recently sold his 26 per cent stake in the company to Mr Taggart at a price of 45 cents per share.
The board's recommendation is merely a formality, however, as the offer is effectively "a done deal" given that acceptances have been pledged in respect of more than 80 per cent of the shares.
If all goes to plan, Mr Carroll will be in a position to compulsorily acquire the remaining shares. He then plans to take the company private by cancelling its listings on both the Irish and London Stock Exchanges. "I am pleased to be able to continue my long-standing interest in Dunloe and to be able to offer a fair and reasonable price to Dunloe shareholders," he said yesterday.
Rambridge said it intended to continue the development of assets. Its two most valuable assets are considered to be its 50 per cent stake in the Cherrywood joint venture with British Land, which is due to be sold, and its site at Sir John Rogerson's Quay in Dublin.
The offer represented a premium of around 20 per cent to Dunloe's net assets per share of 41.6 cents at the end of June, Rambridge said. The offer is pitched some 62 per cent above the average closing price of Dunloe in the 12 months prior to yesterday's offer. Dunloe shares closed two cents higher at €0.48 last night.
The offer document, which will contain full details of a loan note alternative being availed of by Mr Carroll in respect of his own shares, will be sent to shareholders as soon as possible.
Provided merger clearance is received, the offer could go through before Christmas given the high level of irrevocable acceptances already received.
