The long awaited publication of Dunloe Ewart's privatisation document is imminent. The delayed document - first mooted last April - is due to the unprecedented nature of the proposals; it is the first offer that has been allowed to proceed without the necessary funds being available to implement that offer.

Rule 37.1 of the Irish Takeover Rules specifies that sufficient funds have to be available at the time of the offer. According to market sources, the document will say that the Takeover Panel has provided a waiver. But this is conditional; merchant banking group, Lazard, will have to provide a letter stating that Dunloe Ewart has adequate resources to satisfy the cash element of the offer not later than December 31st, 2000.

If sufficient funds have not been raised, through asset sales and/or joint ventures, then the scheme will lapse, unless, of course, a later date is agreed by the panel. The complexity of the scheme of arrangement ensures a long time-scale for the deal to be finalised. The issue of the document is really the start of the process. But there are plenty of hurdles ahead:

At an e.g.m. (it is really a court meeting as it is being held under High Court approval, to be held early in October), a majority (over 50 per cent), and 75 per cent in value, have to agree to the scheme. Executive chairman Noel Smyth (who with his wife, Anne Marie, controls 22.5 per cent of the company) and the executive directors will not vote.

Shareholders will have to indicate whether or not to accept the 51 cents per share offer (they can accept for part of their holdings).

Noel Smyth will have to receive acceptances to give him a controlling 50.01 per cent of the company; otherwise the offer lapses.

In tandem with these developments, Dunloe Ewart will have to raise a substantial amount of cash through property sales or joint ventures. British Land has already agreed to advance €50.8 million (£40 million) in return for a participating interest in some development properties. The document, the market sources said, will indicate that €158.6 million (£124.9 million) would be required if all the existing ordinary shares were cancelled - other than Noel Smyth's - of which €25.4 million (£20.0 million) would come from Noel Smyth and/or companies controlled by him.

If it succeeds in overcoming all these obstacles, and secures the necessary funding, then the scheme which is, in effect, a capital reduction programme, would have to be approved by the High Court.

Clearly, Dunloe Ewart has a difficult task ahead. If the deal falls by the wayside, it will have cost the group well in excess of £500,000 in fees. So should shareholders vote for, or against?

The 51 cents per share represents a four cents increase on the original offer following expressions of discontent by some shareholders at the a.g.m. last April. This comprises 34 cents in cash, and 17 cents in three year loan notes, with interest at 3 per cent rising to 8 per cent in year three.

This represents a 24 per cent discount to the estimated net asset value (NAV) of 67 cents. The NAV has been estimated by the directors following an up-to-date professional valuation of the properties. Also, the valuation has been arrived at after an estimate for tax.

In isolation that is not a good price. But the reality is that publicly quoted property companies are being valued at substantial discounts. The offer price, for example, is at a 38 per cent premium to Friday's closing price of 37 cents. On that basis, the price seems fair enough. Also, the beauty about this deal is that shareholders can opt to stay in, partly or fully, or agree to the cancellation of their shares at 51 cents per share. Of course, not all shareholders can say yes, otherwise Noel Smyth could not end up with 50 per cent plus.

Dunloe Ewart badly needs funds to develop its existing property portfolio. It has explored many avenues; a rights issue but at a very substantial discount, a merger, a takeover by a larger group but none emerged, and a sale of the assets. The company came to the conclusion that privatisation would be the best route.

Given the market's negative attitude towards publicly quoted property companies, it is hard to argue with that view. A yes vote to the scheme would be appropriate. But what about the share offer? Obviously those who need the cash should accept the offer. But they should note that the loan notes are not guaranteed or secured.

And the Noel Smyth followers - they have seen the company transformed from a minuscule domestic operator, into an all-Ireland group with properties valued at €635 million (£500 million) - should either partly accept the offer (that seems a suitable compromise), or vote to fully stay with the restructured private company in the hope that the net asset value will be realised at the present value or higher. But they should also note they have less protection in a private company.